S-1

As filed with the Securities and Exchange Commission on April 29, 2019.

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

CODIAK BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	2836	47-4926530
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

500 Technology Square, 9^th Floor

Cambridge, MA 02139

(617) 949-4100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Douglas E. Williams, Ph.D.

President and Chief Executive Officer

500 Technology Square, 9^th Floor

Cambridge, MA 02139

(617) 949-4100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Stephen M. Davis Daniel A. Lang Goodwin Procter LLP 620 Eighth Avenue New York, NY 10018 (212) 813-8800 Linda C. Bain Codiak BioSciences, Inc. 500 Technology Square, 9^th Floor Cambridge, MA 02139 (617) 949-4100 Divakar Gupta Richard C. Segal Brent B. Siler Cooley LLP 55 Hudson Yards New York, NY 10001 (212) 479-6000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☐
		Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	PROPOSED   MAXIMUM AGGREGATE   OFFERING PRICE (1)(2)	AMOUNT OF REGISTRATION FEE (3)
Common Stock, par value $0.0001 per share	$86,250,000.00	$10,453.50

⁽¹⁾  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

⁽²⁾  Includes the offering price of shares that the underwriters may purchase pursuant to an option to purchase additional shares.

⁽³⁾  Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated April 29, 2019

Preliminary prospectus

            shares

Common stock

This is an initial public offering of shares of common stock by Codiak BioSciences, Inc. We are offering                  shares of our common stock. The initial public offering price is expected to be between $        and $        per share.

Prior to this offering, there has been no public market for our common stock. We have applied to list our common stock on the Nasdaq Global Select Market under the symbol “CDAK.”

We are an “emerging growth company” under the federal securities laws and are subject to reduced public company reporting requirements for this prospectus and future filings.

	PER SHARE	TOTAL
Initial public offering price	$	$
Underwriting discounts and commissions (1)	$	$
Proceeds to Codiak BioSciences, Inc., before expenses	$	$

⁽¹⁾  See “Underwriting” for a description of compensation payable to the underwriters.

We have granted the underwriters an option for a period of up to 30 days to purchase up to             additional shares of our common stock.

Investing in our common stock involves a high degree of risk. See “Risk factors” beginning on page 12 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to purchasers on or about                 , 2019.

Jefferies Evercore ISI William Blair  

Wedbush PacGrow

                    , 2019

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
RISK FACTORS	12
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	70
USE OF PROCEEDS	72
DIVIDEND POLICY	74
CAPITALIZATION	75
DILUTION	77
SELECTED CONSOLIDATED FINANCIAL DATA	80
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	82
BUSINESS	101
MANAGEMENT	150
EXECUTIVE COMPENSATION	157
DIRECTOR COMPENSATION	165
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	166
PRINCIPAL STOCKHOLDERS	169
DESCRIPTION OF CAPITAL STOCK	172
SHARES ELIGIBLE FOR FUTURE SALE	176
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK	178
UNDERWRITING	182
LEGAL MATTERS	192
EXPERTS	193
WHERE YOU CAN FIND MORE INFORMATION	194
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Through and including                     , 2019 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to the offering of the shares of common stock and the distribution of this prospectus outside the United States.

This prospectus contains references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ^® or ^TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

PROSPECTUS SUMMARY

This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the risks of investing in our common stock discussed under “Risk factors” and our financial statements and the related notes thereto included at the end of this prospectus, before making an investment decision. As used in this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “the Company,” “Codiak BioSciences” and “Codiak” refer to Codiak BioSciences, Inc. and its subsidiary on a consolidated basis.

Overview

Codiak BioSciences is harnessing exosomes—natural intercellular messengers—to pioneer a new class of biologic medicines, exosome therapeutics. Exosomes are vesicles released and taken up by all cells and convey and protect complex biologically active molecules that can alter the function of recipient cells. Since exosomes are inherently non-immunogenic, we believe exosomes are an ideal solution for developing a broad spectrum of allogeneic therapies, or therapies derived from human cells that can be used in any patient. We have developed the engEx Platform, our proprietary and versatile exosome engineering and manufacturing platform, to expand upon the innate properties of exosomes to design novel exosome therapeutics. We believe our engEx Platform has the potential to produce a broad pipeline of product candidates that will have a transformative impact on the treatment of a broad spectrum of diseases with high unmet medical need, including in the areas of oncology, immune-based diseases, metabolic and fibrotic disorders, neurodegenerative disorders and rare diseases. Our intention is to exploit this broad potential through our own efforts as well as in collaboration with strategic partners. We are focused initially on targeting immune cells with our first product candidates generated from our engEx Platform, or engEx product candidates, which are currently in preclinical development. We plan to advance our first two engEx product candidates, exoSTING and exoIL-12, into clinical development in 2020.

Exosomes facilitate intercellular communication by transmitting macromolecules between cells. They can be found in all tissues and biological fluids, and it is believed that all cells have the capacity to make, secrete and receive exosomes. Upon contact, exosomes can change the biological functions of recipient cells either by protein-to-protein signaling at the target cell surface or according to molecular instructions contained in the interior, or lumen, of the exosome and conveyed by cellular uptake into the cytoplasm or nucleus of the recipient cell where those molecules can engage with the appropriate signaling pathways. While various cellular targets and pathways have been identified as attractive areas for drug development, existing therapeutic modalities have been associated with various limitations, rendering these targets and pathways essentially undruggable. These limitations include the inability to engage with sufficient potency without causing unacceptable toxicity, inadequate drug delivery to the appropriate cell type in sufficient concentration, inability of the drug to enter the appropriate intracellular compartment, and unwanted immune response.

Exosomes have evolved to enable the transport of large and small macromolecules of various compositions across cellular barriers including the inner and outer cellular membranes. Additionally, exosomes from many cell types carry complex outer membrane structures that include proteins and glycoproteins that can interact with the surface proteins of recipient cells. Unmodified exosomes from various cell lines demonstrate a potential intrinsic advantage in their selective delivery to recipient cells. Moreover, our engEx Platform enables us to engineer the exosome surface to further direct tropism to a desired cell type, tissue or organ, potentially allowing for the selective delivery of certain biologically active molecules that may otherwise be broadly toxic if administered systemically. Accordingly, we believe that the inherent properties of exosomes, as harnessed using our engEx Platform, have the potential to overcome many of the challenges of existing modalities and enable the development of novel therapies that can address cellular targets and pathways rendered essentially undruggable with other therapeutic approaches. Furthermore, we believe our engEx Platform may expand the capacity of several established drug modalities, such as nucleic acid therapeutics, including ASO, siRNA, miRNA, mRNA and CRISPR, to engage targets in a broader range of tissues and cells than currently possible.

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Our proprietary engEx Platform enables the precision engineering and manufacturing of novel exosome product candidates that are designed to target cytoplasmic, nuclear or membrane signaling pathways throughout the body, with the goal of delivering potent signals to specific target cells. Using our engEx Platform, we can engineer exosomes to have precise and intentionally chosen properties, to incorporate various types of biologically active molecules, including small molecules, nucleic acids, proteins, antibodies, enzymes, cytokines and complex ligands, and to be directed to specific cell types and tissues.

Our engEx exosomes act by instructing target cells via cellular uptake, membrane-to-membrane interaction, or a combination of both, and are designed to change the biological functioning of the recipient cells to produce a desired therapeutic effect. These characteristics have manifested in preclinical data for our engEx exosomes showing encouraging biological activity and a favorable toxicity profile. For example, in preclinical testing, exoSTING demonstrated increased potency, more selective cell-type uptake and reduced systemic toxicity, and preserved immune cell viability, after intratumoral administration compared to a non-exosome-associated STING agonist small molecule. Similarly, in preclinical testing, exoIL-12 demonstrated a more robust cellular immune response after intratumoral administration compared to a non-exosome-associated soluble IL-12. In both instances, exoSTING and exoIL-12 did not promote a robust and potentially toxic cytokine response that has been observed with non-exosome-associated formulations of STING and IL-12 molecules. For additional information about our preclinical data with exoSTING, see the section titled “Business–APCs, exoSTING for the treatment of solid tumors.” For additional information about our preclinical data with exoIL-12, see the section titled “Business–T cells and NK cells, exoIL-12 for the treatment of cancer and infectious diseases.”

The key features and capabilities of our engEx Platform include our ability to:

∎ Harness Inherent Exosome Biology—Our engEx Platform allows us to leverage the inherent biology, function and tolerability profile of exosomes and to engineer exosomes that are designed to provide selective delivery, and desired pharmacology and tolerability. We have observed in preclinical models that the engineered exosomes derived from our engEx Platform are not recognized as being foreign by the host immune system and are therefore potentially well-suited for use as allogeneic therapies.

∎ Establish Predictable Biodistribution and Cellular Tropism—Our understanding of natural exosome biodistribution allows us to leverage or alter the natural distribution pattern of our engEx exosomes in a directed manner, within and across routes of administration. We have engineered “tool” exosomes that allow us to track and assess cellular level distribution and uptake through multiple routes of administration, including intravenous, intrathecal, subcutaneous, inhalation, intraperitoneal, and oral, in normal and diseased states, to precisely catalogue the intrinsic tropism of our engEx exosomes. This understanding of cellular targeting informs our prioritization of disease targets in relevant cells.

∎ Target Multiple Cell Types—Our engEx Platform supports the development of product candidates that either stimulate or suppress the function of a variety of immune cell types. We believe that if we can successfully target a particular immune cell type with an engEx product candidate and establish proof of concept, we will be able to leverage that experience to more efficiently develop additional engEx product candidates targeting that same class of immune cell type across clinical indications. These indications include a broad spectrum of diseases, including cancer, immune-based diseases, metabolic and fibrotic disorders, neurodegenerative disorders and rare diseases. In addition, we believe our ability to alter tropism by precisely modifying the exosome surface may allow us to target not just additional immune cells, but many cell types, potentially allowing us to expand the uses of engEx exosomes beyond immune modulation.

∎ Support Broad Clinical Applications—Our engEx Platform is modular and flexible and we believe that our success with one modality may increase the probability of success for other targets using the same modality in the same or different cell types. Consequently, we believe our engEx Platform allows us to design exosome therapeutics that will have applicability across multiple cell types in the immune system and, more generally, to any cell type.

∎ Engineer Multifunctional Exosomes—Our exosomes can be engineered to include and carry specific biologically active entities, including small molecules, proteins, antibodies, peptides and nucleic

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acids, individually or in combination, on the exosome surface, in the lumen or both. To accomplish this, we first identified novel exosome-specific scaffold proteins, PTGFRN and Protein Y, that allow for high-density loading and expression of many classes of proteins and peptides onto and inside our engEx exosomes. In the case of Protein Y, we have identified a short protein sequence motif that allows for specific, high-density luminal loading of broad classes of cargo into the exosomes. This sequence motif, which we call “exoTOPE”, facilitates superior loading efficiency of protein and peptide molecules compared to previously-identified exosome scaffold proteins such as tetraspanins. We have also generated purified exosomes that can be loaded ex vivo with diverse classes of biologically active molecules. We have been able to engineer our engEx exosomes to each contain up to hundreds or thousands of individual potentially therapeutic molecules. The precise design and loading of our exosomes confers flexible and desirable attributes for various therapeutic applications, including multiple biological functions when combinations of biologically active entities are incorporated into an exosome.

∎ Manage Potency and Toxicity Profile—Data from our preclinical studies demonstrated that our engEx exosomes, including exoSTING and exoIL-12, were non-immunogenic and may be able to engage clinically intractable targets through their ability to selectively target specific cells and tissues. In addition, preclinical studies with exoSTING and exoIL-12 demonstrated reduced toxicity and tumor-retention of the STING agonist and IL-12 protein, respectively. This retention was associated with reduced systemic inflammation as compared to a non-exosome-associated STING agonist or IL-12 protein, respectively. These characteristics suggest that our engEx exosomes have the potential to address previously undruggable or poorly druggable targets in areas of high unmet medical need.

∎ Provide Scalable and Reproducible Manufacturing—Our engEx product candidates can be produced at scale using good manufacturing practices, or GMP. The inability to manufacture exosomes reproducibly at scale, or to engineer exosomes to include chosen properties, has limited previous attempts to successfully develop exosome therapeutics. We have produced and purified exosomes from cell culture processes up to 250L in volume and have purified exosomes from these cultures using scalable, proprietary chromatography-based methods. The scalable methods have produced exosomes with comparable identity, purity, and functional properties as exosomes purified using unscalable, but high-purity methods, such as ultracentrifugation-based approaches. We are in the process of establishing our own Phase 1/2 clinical manufacturing facility, with the goal of being fully-operational by first half 2020. We have also developed intellectual property directed toward our manufacturing capabilities, including a proprietary suite of analytical techniques to verify the potency of our engineered exosomes.

We are initially focusing our development efforts with our engEx Platform on targeting immune cells, including antigen presenting cells, or APCs, T cells and natural killer, or NK, cells, monocytes and macrophages, and B lymphocytes, or B cells. This initial focus potentially allows us to develop engEx product candidates across various therapeutic indications due to the crucial role that immune cells play in many human diseases and in many therapeutic areas. Moreover, we believe that our ability to direct tropism by engineering the exosome surface allows us to target not just additional immune cells, but many cell types, potentially opening the door to treatments in many therapeutic areas. Using our proprietary exosomal scaffold proteins, PTGFRN and Protein Y, we can incorporate an expanding repertoire of biologically active molecules onto or inside exosomes, which further expands the potential medical utility of our engEx Platform.

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Utilizing our engEx Platform, we are advancing a broad pipeline of engEx product candidates and development programs with an initial focus on targeting immune cells, including APCs, T cells and NK cells, monocytes and macrophages, and B cells. The following graphic summarizes our pipeline:

Codiak engEx Pipeline

exoSTING—exoSTING is being developed for the treatment of solid tumors that are “cold,” meaning they are resistant, or would be unlikely to respond, to checkpoint inhibitor-based immunotherapies. We may also investigate exoSTING in other cold tumors rich in myeloid cells, including pancreatic ductal adenocarcinoma, choleangio-carcinoma, gastric cancer, ovarian cancer, renal cell carcinoma, lung metastases, liver metastases and colorectal cancer. These diseases represent areas of high unmet medical need with significant patient populations.

exoSTING is designed to target APCs and acts by targeting the small molecule stimulator of interferon genes, or STING pathway, which has been preclinically validated as an attractive target for eliciting an anti-tumor immune response. We have obtained a worldwide license for a proprietary STING agonist for use in exoSTING and other applications of STING activation. The ability to utilize free STING small molecule agonists as therapies has been hampered by a lack of selectivity and leakage out of the tumor, causing systemic toxicity. We believe, based on our preclinical data presented at the Society for Immunotherapy of Cancer (SITC) annual meeting in 2018, that exoSTING has the potential to overcome these limitations. We are planning to conduct a Phase 1/2 clinical trial of exoSTING in patients with various “cold” solid tumors to investigate safety and tolerability, as well as preservation of tumor resident immune cells and activation of local and systemic anti-tumor immunity. We plan to initiate this trial in the first half of 2020, following acceptance of an investigational new drug, or IND, or clinical trial application, or CTA, and expect preliminary data within 12 months of trial initiation.

exoIL-12—Our second engEx product candidate, exoIL-12, is in development for the treatment of various forms of cancer. exoIL-12 is designed to target T cells and NK cells. We have designed exoIL-12 to induce a potent response in tumors that lack sufficient immune stimulation to trigger direct and systemic anti-tumor immunity, despite the presence of T cells and NK cells. Prior clinical trials with therapies that induced systemic exposure to recombinant IL-12, at relatively low doses, led to substantial toxicities in the lymphohematopoietic system, intestines, liver and lung, and, in some cases, fatalities. We believe, based on our preclinical data observed to date, that exoIL-12 can address the prior limitations of IL-12 administration by selectively directing IL-12 to the needed site of action, in the tumor, where exosomes enable selective retention. We are planning to conduct a Phase 1/2 clinical trial of exoIL-12 in patients with tumors accessible by intratumoral administration to investigate safety and tolerability. We plan to initiate this trial in the second half of 2020, following acceptance of an IND or CTA, and expect preliminary data within 12 months after trial initiation.

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Beyond our lead programs, we plan to consistently advance additional engEx product candidates into clinical development supported by our extensive early stage development programs and ongoing research efforts. These programs target multiple cell types and are described below.

Additional APC Targeted Programs—Based on the observed highly selective uptake into targeted APCs of our engineered exosomes overexpressing our proprietary exosomal scaffold protein, PTGFRN, such as exoSTING, we believe we can also create a modular and engineered vaccine system, which we refer to as exoVACC. We believe that exoVACC-based approaches have the potential to succeed as therapeutic or prophylactic treatments for a broad range of cancers and infectious diseases that have been difficult to address with other vaccine approaches.

Additional T Cell and NK Cell Targeted Programs—We are exploring ways to broaden the application of our engEx Platform to address immune inactivation and tolerance induction, leveraging the ability of our engineered exosomes to target and modify the functions of T cells. We believe our engEx exosomes can dampen autoimmune signals by inactivating antigen specific T cells and providing a cytokine microenvironment that reduces the immune response against self-antigens. T cell modulation has broad potential applications across a host of clinical settings including cancer, infectious diseases, autoimmune/inflammatory diseases and transplantation.

Monocytes and Macrophages—We believe that our engEx Platform has the potential to generate engineered exosomes targeting monocytes and macrophages, for the treatment of a wide range of disorders, including cancer, fibrotic diseases and other diseases. In particular, we believe our ability to target immune suppressive (M2) macrophages represents a broad potential opportunity for therapeutic intervention. Our strategic collaboration with Jazz Pharmaceuticals Ireland Limited, or Jazz, that we announced in January 2019, includes two announced macrophage targets, NRAS and STAT3.

B cells—Our engEx Platform also allows us to target both the surface and intracellular pathways in B cells, which are an important immunological cell type implicated in a host of human disorders, including various lymphomas, autoimmune diseases and infectious diseases. In preclinical studies of exoCD40L, our engineered exosomes expressing a potent immune stimulatory molecule, CD40L, we observed B cell signaling and biological activation as well as selective uptake of exosomes into B cells, which did not take up the exosomes lacking the CD40L targeting construct.

Future Applications—We are seeking to unlock new capabilities for our engEx Platform to further expand pipeline opportunities beyond immune cells and generate novel exosome therapeutics. These activities include working to enable loading engEx exosomes with modalities such as gene therapy, gene editing and mRNA. If we are able to successfully unlock one or more of these new capabilities, we believe we may be able to overcome important challenges and limitations currently facing these modalities and pursue multiple additional therapeutic indications.

Our strategy

∎ Leverage expertise in exosome biology and engineering to design and create precision exosome therapeutics and further establish Codiak as a leader in this emerging field.

∎ Advance our engEx product candidates into and through clinical development.

∎ Develop more engEx product candidates for a broad range of indications.

∎ Enhance our manufacturing capabilities for engineered exosome therapeutics.

∎ Execute strategic collaborations to maximize the potential of our engEx Platform.

∎ Maintain and strengthen our intellectual property portfolio.

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Founding of Codiak BioSciences

We were founded through the merger of two separate venture creation efforts in the exosome field, one conducted by ARCH Venture Partners working with the University of Texas MD Anderson Cancer Center, or MDACC, and the other by Flagship Pioneering, through its FlagshipLabs innovation and company-origination unit. The MDACC research team focused on the potential uses of exosomes as cancer therapeutics and diagnostics. The FlagshipLabs team recognized exosomes as a ubiquitous, natural and powerful mode of cellular communication and as a potential platform for generating precision exosomes for therapeutic use, applicable to a wide array of indications. Patents and patent applications from each founding effort were combined to form the intellectual property foundation of Codiak BioSciences.

Our leadership team, which includes several industry veterans, has been involved in building new categories of advanced therapies, filing submissions for product approvals and launching several biologics and pharmaceutical products. In addition, we have raised an aggregate of $168.2 million in capital from prominent investors including ARCH Venture Partners; Flagship Pioneering; Fidelity Management and Research Company; Alaska Permanent Fund; Alexandria Venture Investments; Qatar Investment Authority; Boxer Capital of the Tavistock Group; Far House (Sirona); EcoR1 and Casdin Capital. In January 2019, we received $56.0 million as an upfront payment from Jazz, with whom we entered into a strategic collaboration agreement to develop up to five exosome product candidates against targets that were not previously part of our pipeline.

Risks associated with our business

∎ We have incurred net losses in every year since our inception and anticipate that we will continue to incur net losses in the future.

∎ We have a limited operating history, which may make it difficult to evaluate our technology and product development capabilities and predict our future performance.

∎ We are very early in our development efforts. All of our engEx product candidates are still in preclinical development and it could be many years before we or our collaborators commercialize a product candidate, if ever.

∎ Positive results from early preclinical studies of our product candidates are not necessarily predictive of the results of later preclinical studies and any future clinical trials of our product candidates. If we cannot replicate the positive results from our earlier preclinical studies of our product candidates in our later preclinical studies and future clinical trials, we may be unable to successfully develop, obtain regulatory approval and commercialize our product candidates.

∎ Our engEx product candidates are based on a novel therapeutic approach, which makes it difficult to predict the time and cost of development and of subsequently obtaining regulatory approval, if at all.

∎ Negative developments in the field of exosomes could damage public perception of any product candidates that we develop, which could adversely affect our ability to conduct our business or obtain regulatory approvals for such product candidates.

∎ Development of new therapeutics involves a lengthy and expensive process, with an uncertain outcome. We may incur additional costs, fail to replicate the positive results from our earlier preclinical studies or experience delays in completing, or ultimately be unable to complete, the development and commercialization of any product candidates.

∎ While we have not yet sought any regulatory approval for any product candidate, the U.S Food and Drug Administration, the European Medicines Agency and other regulatory authorities may implement additional regulations or restrictions on the development and commercialization of our product candidates, which may be difficult to predict.

∎ If we are unable to obtain and maintain patent protection for any product candidates we develop or for our engEx Platform, our competitors could develop and commercialize products or technology similar or identical to ours, and our ability to successfully commercialize any product candidates we may develop, and our technology may be adversely affected.

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∎ Our product candidates are uniquely manufactured. If we or any of our third-party manufacturers encounter difficulties in manufacturing our product candidates, our ability to provide supply of our product candidates for clinical trials or our products for patients, if approved, could be delayed or stopped, or we may be unable to maintain a commercially viable cost structure.

For additional information about the risks we face, please see the section of this prospectus captioned “Risk factors.”

Implications of being an emerging growth company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, enacted in April 2012. For so long as we remain an emerging growth company, we are permitted and intend to rely on certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved. In particular, in this prospectus, we have provided only two years of audited financial statements and have not included all of the executive compensation related information that would be required if we were not an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

We will remain an emerging growth company until the earlier to occur of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of this offering, (b) in which we have total annual gross revenues of at least $1.07 billion or (c) in which we are deemed to be a “large accelerated filer,” under the rules of the U.S. Securities and Exchange Commission, or SEC, which means the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected not to “opt out” of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard at the time private companies adopt the new or revised standard and will do so until such time that we either (i) irrevocably elect to “opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company. While we have not made such an irrevocable election, we have not delayed the adoption of any applicable accounting standards.

Company and other information

We were incorporated under the laws of the State of Delaware in 2015. Our principal executive office is located at 500 Technology Square, 9^th Floor, Cambridge, Massachusetts 02139, and our telephone number is (617) 949-4100. Our website address is http://www.codiakbio.com. We do not incorporate the information on or accessible through our website into this prospectus, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus.

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THE OFFERING

Common stock offered by us                  shares

Common stock to be outstanding immediately after this offering                  shares (or                  shares if the underwriters exercise their option to purchase additional shares in full).

Option to purchase additional shares We have granted the underwriters a 30-day option to purchase up to             additional shares of our common stock at the public offering price less the underwriting discounts and commissions.

Use of proceeds We estimate that the net proceeds from this offering will be approximately $        million (or approximately $        million if the underwriters exercise in full their option to purchase additional shares of common stock), at an assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering, together with our existing cash, cash equivalents and investments for the advancement of exoSTING, including the conduct of our planned IND-enabling preclinical studies, completion of our IND or CTA submissions and the conduct of our planned Phase 1/2 clinical trial; for the advancement of exoIL-12, including the conduct of our planned IND-enabling preclinical studies, completion of our IND or CTA submissions and the conduct of our planned Phase 1/2 clinical trial; and the remainder for expansion of our engEx Platform, including to advance our engEx discovery programs, as well as for capital expenditures, working capital and general corporate purposes. For a more complete description of our intended use of the proceeds from this offering, see “Use of proceeds.”

Risk factors You should carefully read the “Risk factors” section of this prospectus beginning on page 12 for a discussion of factors that you should consider before deciding to invest in our common stock.

Nasdaq Global Select Market symbol “CDAK”

The number of shares of our common stock to be outstanding after this offering is based on 23,322,652 shares of our common stock outstanding as of March 31, 2019 and gives effect to the conversion of all outstanding shares of our preferred stock into an aggregate of 73,904,074 shares of our common stock upon the closing of this offering, and excludes:

∎ 26,868,597 shares of common stock issuable upon the exercise of stock options outstanding as of March 31, 2019 under our 2015 Stock Option and Grant Plan, or our 2015 Plan, at a weighted average exercise price of $1.14 per share;

∎ 3,042,819 shares of common stock reserved for future issuance as of March 31, 2019 under our 2015 Plan, any unissued shares of which will cease to be available for issuance upon the completion of this offering;

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∎             shares of our common stock that will become available for future issuance under our 2019 Stock Option and Incentive Plan upon the effectiveness of the registration statement of which this prospectus forms a part; and

∎             shares of our common stock that will become available for future issuance under our 2019 Employee Stock Purchase Plan upon the effectiveness of the registration statement of which this prospectus forms a part.

Unless otherwise indicated, all information in this prospectus reflects or assumes the following:

∎ a     -for-     reverse stock split of our common stock effected on                     , 2019;

∎ the filing of our amended and restated certificate of incorporation effective upon the closing of this offering;

∎ the adoption of our amended and restated by-laws, effective on the date on which the registration statement of which this prospectus is part is declared effective;

∎ the conversion of all outstanding shares of preferred stock into an aggregate of 73,904,074 shares of common stock upon the closing of this offering;

∎ no exercise of outstanding options after March 31, 2019; and

∎ no exercise by the underwriters of their option to purchase additional shares of common stock.

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SUMMARY CONSOLIDATED FINANCIAL DATA

You should read the following summary consolidated financial data together with our consolidated financial statements and the related notes appearing elsewhere in this prospectus and the “Selected consolidated financial data” and “Management’s discussion and analysis of financial condition and results of operations” sections of this prospectus. We have derived the consolidated statement of operations data for the years ended December 31, 2017 and 2018 from our audited consolidated financial statements appearing elsewhere in this prospectus. The consolidated statement of operations data for the three months ended March 31, 2018 and 2019 and the consolidated balance sheet data as of March 31, 2019 have been derived from our unaudited consolidated financial statements appearing elsewhere in this prospectus and have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the unaudited data reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial information in those statements. Our historical results are not necessarily indicative of the results that may be expected in any future period and our operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2019 or any other interim periods or any future year or period.

	YEAR ENDED DECEMBER 31,						THREE MONTHS ENDED MARCH 31,
	2017			2018			2018			2019
	(In thousands, except share and per share data)
Consolidated Statement of Operations Data:
Operating expenses:
Research and development	$	21,320		$	28,471		$	7,955		$	10,187
Acquired in-process research and development		—			8,071			—			—
General and administrative		6,178			9,898			1,950			3,867
Total operating expenses		27,498			46,440			9,905			14,054
Loss from operations		(27,498	)		(46,440	)		(9,905	)		(14,054	)
Other income:
Interest income		547			1,363			376			428
Other income (expense), net		—			535			(2	)		316
Total other income, net		547			1,898			374			744
Net loss	$	(26,951	)	$	(44,542	)	$	(9,531	)	$	(13,310	)
Cumulative dividends on redeemable convertible preferred stock		(8,442	)		(13,681	)		(3,372	)		(3,375	)
Net loss attributable to common stockholders	$	(35,393	)	$	(58,223	)	$	(12,903	)	$	(16,685	)
Net loss per share attributable to common stockholders, basic and diluted (1)	$	(1.88	)	$	(2.72	)	$	(0.63	)	$	(0.72	)
Weighted average common shares outstanding, basic and diluted (1)		18,838,510			21,395,300			20,393,294			23,253,072
Pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited) (1)				$	(0.47	)				$	(0.14	)
Pro forma weighted average common shares outstanding, basic and diluted (unaudited) (1)					95,231,966						97,144,415

⁽¹⁾  See Note 16 to our consolidated financial statements appearing elsewhere in this prospectus for details on the calculation of basic and diluted net loss per share attributable to common stockholders and unaudited pro forma basic and diluted net loss per share attributable to common stockholders.

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	AS OF MARCH 31, 2019
	ACTUAL			PRO FORMA (2)			PRO FORMA AS ADJUSTED (3)
	(In thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and investments	$	128,529		$	128,529		$
Working capital (1)		122,806			122,806
Total assets		144,000			144,000
Redeemable convertible preferred stock		204,262			—
Accumulated deficit		(124,237	)		(109,269	)
Total stockholders’ (deficit) equity		(124,214	)		80,048

⁽¹⁾  We define working capital as current assets less current liabilities. See our consolidated financial statements and related notes appearing elsewhere in this prospectus for further details regarding our current assets and current liabilities.

⁽²⁾ The pro forma consolidated balance sheet data give effect to: (i) the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into an aggregate of 73,904,074 shares of common stock upon the consummation of this offering, (ii) the vesting of options to purchase 400,000 shares of common stock with service-based vesting conditions that accelerate upon the consummation of this offering, resulting in the recognition of adjustments to the as-reported stock-based compensation expense, and (iii) the achievement of performance-based vesting conditions with respect to options to purchase 1,222,000 shares of common stock that are subject to both (a) performance-based vesting conditions that could be satisfied upon the consummation of this offering, resulting in the recognition of adjustments to the as-reported stock-based compensation expense and (b) market conditions.

⁽³⁾  The pro forma as adjusted balance sheet data give further effect to the issuance and sale of                  shares of our common stock in this offering at an assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. A $1.00 increase (decrease) in the assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash, cash equivalents and investments, working capital, total assets and total stockholders’ (deficit) equity by $        million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1,000,000 shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash, cash equivalents and investments, working capital, total assets and total stockholders’ (deficit) equity by $        million, assuming no change in the assumed initial public offering price per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this prospectus, including our consolidated financial statements and the related notes and “Management’s discussion and analysis of financial condition and results of operations,” before deciding whether to invest in our common stock. The occurrence of any of the events or developments described below could harm our business, financial condition, results of operations and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

Risks related to our financial position and need for additional capital

We have incurred net losses in every year since our inception and anticipate that we will continue to incur net losses in the future.

We are a preclinical-stage biopharmaceutical company with a limited operating history. Investment in biopharmaceutical product development is highly speculative because it entails substantial upfront capital expenditures and significant risk that any potential product candidate will fail to demonstrate adequate efficacy or an acceptable safety profile, gain regulatory approval and/or become commercially viable. We have no product candidates in clinical development or approved for commercial sale and we have not yet demonstrated an ability to conduct or complete clinical trials, to manufacture a commercial-scale product, or arrange for a third party to do so on our behalf, or conduct sales and marketing activities necessary for successful product commercialization. Using exosome technology to develop product candidates is a relatively new therapeutic approach, and no products based on exosomes have been approved to date in the United States or the European Union. We have not generated any revenue from product sales to date, and we continue to incur significant research and development and other expenses related to our ongoing operations. As a result, we are not profitable and have incurred losses in each period since our inception in 2015. For the years ended December 31, 2017 and 2018 and the three months ended March 31, 2019, we reported net losses of $27.0 million, $44.5 million and $13.3 million, respectively. As of March 31, 2019, we had an accumulated deficit of $124.2 million. We expect to continue to incur significant expenses and operating losses for the foreseeable future, and we expect these losses to increase as we continue our research and development, advance certain product candidates into preclinical studies and clinical trials and, if clinical development is successful, seek regulatory approvals for our product candidates. We anticipate that our expenses will increase substantially if, and as, we:

∎ advance our initial engEx product candidates into further preclinical studies and clinical trials;

∎ continue our current research programs and preclinical development of our potential engEx product candidates;

∎ seek to identify additional research programs and additional product candidates;

∎ initiate clinical trials for any engEx product candidates we identify and choose to develop;

∎ further develop our proprietary exosome engineering and manufacturing platform, or our engEx Platform;

∎ establish in-house manufacturing capabilities, including the establishment of our own Phase 1/2 clinical manufacturing facility, and secure supply chain capacity sufficient to support our planned preclinical studies and clinical trials;

∎ maintain, expand and protect our intellectual property portfolio;

∎ hire additional clinical, scientific, manufacturing and business development personnel;

∎ acquire or in-license other biologically active molecules, potential product candidates or technologies;

∎ seek regulatory approvals for any engEx product candidates that successfully complete clinical trials;

∎ establish a sales, marketing and distribution infrastructure to commercialize any engEx products for which we may obtain regulatory approval; and

∎ add operational, financial and management information systems and personnel, including personnel to support our product development and any future commercialization efforts, as well as to support our transition to a public company.

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To become and remain profitable, we or any current or future collaborator must develop and eventually commercialize products with significant market potential at an adequate profit margin after cost of goods sold and other expenses. This will require us to be successful in a range of challenging activities, including completing preclinical studies and clinical trials, obtaining marketing approval for product candidates, manufacturing, marketing and selling products for which we may obtain marketing approval and satisfying any post-marketing requirements. We may never succeed in any or all of these activities and, even if we do, we may never generate revenue that is significant or large enough to achieve profitability. If we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to become and remain profitable would decrease the value of our company and could impair our ability to raise capital, maintain our research and development efforts, expand our business or continue our operations. A decline in the value of our company also could cause you to lose all or part of your investment.

Even if we succeed in commercializing one or more of our engEx product candidates, we will continue to incur substantial research and development and other expenditures to develop and market additional product candidates. We may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. The size of our future net losses will depend, in part, on the rate of future growth of our expenses and our ability to generate revenue. Our prior losses and expected future losses have had and will continue to have an adverse effect on our stockholders’ equity and working capital.

We will require additional capital to fund our operations and if we fail to obtain necessary financing, we will not be able to complete the development and commercialization of our product candidates.

Our operations have consumed substantial amounts of cash since inception. We expect to continue to spend substantial amounts to conduct further research and development, preclinical studies and clinical trials of our current and future engEx Platform and development programs, build our own Phase 1/2 clinical manufacturing facility, seek regulatory approvals for our product candidates and to launch and commercialize any products for which we receive regulatory approval. As of March 31, 2019, we had $128.5 million of cash, cash equivalents and investments. Based on our current operating plan, we believe that the net proceeds from this offering, together with our existing cash, cash equivalents and investments, will enable us to fund our operating expenses and capital expenditure requirements until                . However, our future capital requirements and the period for which our existing resources will support our operations may vary significantly from what we expect, and we will in any event require additional capital in order to complete clinical development of any of our current engEx product candidates. Our monthly spending levels will vary based on new and ongoing development and corporate activities. Because the length of time and activities associated with development of our engEx Platform, product candidates and development programs is highly uncertain, we are unable to estimate the actual funds we will require for development and any approved marketing and commercialization activities. Our future funding requirements, both near and long-term, will depend on many factors, including, but not limited to:

∎ the initiation, progress, timing, costs and results of preclinical studies and clinical trials for our engEx product candidates and development programs;

∎ the clinical development plans we establish for our engEx product candidates;

∎ the number and characteristics of product candidates that we develop or may in-license;

∎ the terms of any collaboration agreements we may choose to conclude;

∎ the achievement of milestones or occurrence of other developments that trigger payments under any additional collaboration agreements we obtain;

∎ the extent to which we are obligated to reimburse, or entitled to reimbursement of, clinical trial costs under future collaboration agreements, if any;

∎ the outcome, timing and cost of meeting regulatory requirements established by the U.S. Food and Drug Administration, or FDA, the European Medicines Agency, or EMA, and other regulatory authorities;

∎ the cost of filing, prosecuting, defending and enforcing our patent claims and other intellectual property rights;

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∎ the cost of defending intellectual property disputes, including patent infringement actions brought by third parties against us or our product candidates;

∎ the effect of competing technological and market developments;

∎ the costs of establishing and maintaining our clinical manufacturing facility and supply chain for the development and manufacture of our product candidates;

∎ the cost of establishing sales, marketing and distribution capabilities for any product candidates for which we may receive regulatory approval in regions where we choose to commercialize our products on our own; and

∎ our ability to establish and maintain healthcare coverage and adequate reimbursement from third-party payors for any approved products.

We do not have any committed external source of funds or other support for our development efforts and we cannot be certain that additional funding will be available on acceptable terms, or at all. Until we can generate sufficient product or royalty revenue to finance our cash requirements, which we may never do, we expect to finance our future cash needs through a combination of public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing or distribution arrangements. Any additional fundraising efforts may divert our management’s attention from their day-to-day activities, which may adversely affect our ability to develop and commercialize our product candidates.

If we raise additional funds through public or private equity offerings, the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. Further, to the extent that we raise additional capital through the sale of common stock or securities convertible into or exchangeable for common stock, your ownership interest will be diluted. If we raise additional capital through debt financing, we would be subject to fixed payment obligations and may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish certain valuable rights to our product candidates, technologies, future revenue streams or research programs or grant licenses on terms that may not be favorable to us. We also could be required to seek collaborators for one or more of our current or future product candidates at an earlier stage than otherwise would be desirable or relinquish our rights to product candidates or technologies that we otherwise would seek to develop or commercialize ourselves. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue the development or commercialization of one or more of our products or product candidates or one or more of our other research and development initiatives. Any of the above events could significantly harm our business, prospects, financial condition and results of operations and cause the price of our common stock to decline.

We have a limited operating history, which may make it difficult to evaluate our technology and product development capabilities and predict our future performance.

We are early in our development efforts and we have not initiated clinical trials for any of our product candidates. We were formed in 2015, have no products approved for commercial sale and have not generated any revenue from product sales. Our ability to generate product revenue or profits, which we do not expect will occur for many years, if ever, will depend on the successful development and eventual commercialization of our product candidates, which may never occur. We may never be able to develop or commercialize a marketable product.

All of our programs require additional preclinical research and development, clinical development, regulatory approval, obtaining manufacturing supply, capacity and expertise, building of a commercial organization, substantial investment and significant marketing efforts before we generate any revenue from product sales. Other programs of ours require additional discovery research and then preclinical development. In addition, our product candidates must be approved for marketing by the FDA or certain other health regulatory agencies, including the EMA, before we may commercialize any product.

Our limited operating history, particularly in light of the nascent exosome therapeutics field, may make it difficult to evaluate our technology and industry and predict our future performance. Though several groups have conducted or are conducting proof of principle studies of therapeutic candidates based on natural exosomes, in most cases, these

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studies used exosomes secreted from producer cells that were partially purified and administered without further modification. As a result, the relevance of those studies to the evaluation of product candidates developed using our engEx Platform, which engineers and manufactures exosomes, may be difficult to ascertain. Our short history as an operating company and novel therapeutic approach make any assessment of our future success or viability subject to significant uncertainty. We will encounter risks and difficulties frequently experienced by early-stage companies in rapidly evolving fields. If we do not address these risks successfully, our business will suffer. Similarly, we expect that our financial condition and operating results will fluctuate significantly from quarter to quarter and year to year due to a variety of factors, many of which are beyond our control. As a result, our stockholders should not rely upon the results of any quarterly or annual period as an indicator of future operating performance.

In addition, as an early-stage company, we have encountered unforeseen expenses, difficulties, complications, delays and other known and unknown circumstances. As we advance our product candidates, we will need to transition from a company with a research focus to a company capable of supporting clinical development and if successful, commercial activities. We may not be successful in such a transition.

Our ability to use net operating losses and research and development credits to offset future taxable income may be subject to certain limitations.

As of December 31, 2017, we had U.S. federal and state net operating loss carryforwards of $36.1 million and $36.6 million, respectively, which begin to expire in 2035. As of December 31, 2017, we also had U.S. federal and state research and development tax credit carryforwards of $2.0 million and $0.7 million, respectively, which begin to expire in 2035 and 2030, respectively. These net operating loss and tax credit carryforwards could expire unused and be unavailable to offset future taxable income or tax liabilities, respectively. In addition, in general, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, and corresponding provisions of state law, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards or tax credits, or NOLs or credits, to offset future taxable income. For these purposes, an ownership change generally occurs where the aggregate stock ownership of one or more stockholders or groups of stockholders who owns at least 5% of a corporation’s stock increases its ownership by more than 50 percentage points over its lowest ownership percentage within a specified testing period. Our existing federal and state NOLs and our existing research and development credits may be subject to limitations arising from previous ownership changes, and if we undergo an ownership change in connection with or after this offering, our ability to utilize NOLs or credits could be further limited by Sections 382 and 383 of the Code. In addition, future changes in our stock ownership, many of which are outside of our control, could result in an ownership change under Sections 382 and 383 of the Code. Our NOLs or credits may also be impaired under state law. Accordingly, we may not be able to utilize a material portion of our NOLs or credits. Furthermore, our ability to utilize our NOLs or credits is conditioned upon our attaining profitability and generating U.S. federal and state taxable income. As described above, we have incurred significant net losses since our inception and anticipate that we will continue to incur significant losses for the foreseeable future; and therefore, we do not know whether or when we will generate the U.S. federal or state taxable income necessary to utilize our NOLs or credits that are subject to limitation by Sections 382 and 383 of the Code. The reduction of the corporate tax rate under the Tax Cuts and Jobs Act, or the TCJA, caused a reduction in the economic benefit of our net operating loss carryforwards and other deferred tax assets available to us. Under the TCJA, net operating loss carryforwards generated in taxable years ending after December 31, 2017 will not be subject to expiration; however, under the TCJA, net operating losses generated in taxable years beginning after December 31, 2017 will be subject to limitation on deduction.

Risks related to our business, technology and industry

We are very early in our development efforts. All of our engEx product candidates are still in preclinical development and it could be many years before we or our collaborators commercialize a product candidate, if ever. If we are unable to advance our product candidates to clinical development, obtain regulatory approval and ultimately commercialize our product candidates, or experience significant delays in doing so, our business will be materially harmed.

We are very early in our development efforts and have focused our research and development efforts to date on developing our engEx Platform, advancing our engEx product candidates and development programs, improving our knowledge of exosome biology, engineering and manufacturing, and identifying our initial targeted cell types and disease indications. Our future success depends heavily on the successful development of our engEx Platform and

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engEx product candidates. Currently, all of our product candidates are in preclinical development. We have invested substantially all of our efforts and financial resources in exploring the breadth of our technology platform, developing our ability to manufacture high quality exosomes at scale as well as the identification and preclinical development of our current product candidates. Our ability to generate product revenue, which we do not expect will occur for many years, if ever, will depend heavily on the successful development and eventual commercialization of our product candidates, which may never occur. For example, our research programs may fail to identify potential product candidates for clinical development for a number of reasons. Our research methodology may be unsuccessful in identifying potential product candidates, or our potential product candidates may be shown to have harmful side effects or may have other characteristics that may make the products impractical to manufacture, unmarketable, or unlikely to receive marketing approval. We currently generate no revenue from sales of any product and we may never be able to develop or commercialize a marketable product.

We plan to advance our first two engEx product candidates, exoSTING and exoIL-12, into clinical development in 2020 and any future product candidates we develop into clinical development thereafter. Commencing clinical trials for these product candidates, and any other clinical trials we may initiate, are subject to acceptance by the FDA of our investigational new drug applications, or INDs, and finalizing the trial designs based on discussions with the FDA and other regulatory authorities. In the event that the FDA or other regulatory authorities require us to complete additional preclinical studies or we are required to satisfy other FDA requests, the start of our first clinical trial for our engEx product candidates or any of our other programs may be delayed. Even after we receive and incorporate guidance from these regulatory authorities, the FDA or other regulatory authorities could disagree that we have satisfied their requirements to commence our clinical trial or change their position on the acceptability of our trial design or the clinical endpoints selected, which may require us to complete additional preclinical studies or clinical trials or impose stricter approval conditions than we currently expect. Moreover, our clinical trial results may show our engEx product candidates to be less effective than expected (e.g., a clinical trial could fail to meet its primary endpoint(s)) or have unacceptable side effects or toxicities.

Our product candidates will require additional preclinical and clinical development, regulatory and marketing approval in multiple jurisdictions, demonstrating effectiveness to pricing and reimbursement authorities, obtaining sufficient manufacturing capacity and expertise for both clinical development and commercial production, building of a commercial organization, and substantial investment and significant marketing efforts before we generate any revenue from product sales. In addition, our product development programs must be approved for marketing by the FDA, or certain other regulatory agencies, including the EMA, before we may commercialize our product candidates.

The success of our current product candidates will depend on several factors, including the following:

∎ successful completion of preclinical studies;

∎ sufficiency of our financial and other resources to complete the necessary preclinical studies and clinical trials;

∎ entry into collaborations to further the development of our product candidates;

∎ INDs or clinical trial applications, or CTAs, being in effect such that our product candidates can commence clinical trials;

∎ successful enrollment in, and completion of, clinical trials;

∎ successful data from our clinical programs that support an acceptable risk-benefit profile of our product candidates in the intended populations;

∎ receipt of regulatory and marketing approvals from applicable regulatory authorities;

∎ establishment of arrangements with third-party manufacturers for clinical supply and commercial manufacturing and, where applicable, commercial manufacturing capabilities;

∎ successful development of our internal manufacturing processes and transfer, where applicable, from our reliance on contract manufacturing organizations, or CMOs, to our own manufacturing facility, or from our own manufacturing facility to CMOs or the facilities of collaboration partners;

∎ establishment and maintenance of patent and trade secret protection or regulatory exclusivity for our product candidates;

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∎ commercial launch of our product candidates, if and when approved, whether alone or in collaboration with others;

∎ acceptance of our product candidates and their therapeutic uses, if and when approved, by patients, the medical community and third-party payors;

∎ effective competition with other therapies and treatment options;

∎ establishment and maintenance of healthcare coverage and adequate reimbursement from third-party payors for any approved products;

∎ enforcement and defense of intellectual property rights and claims;

∎ maintenance of a continued acceptable safety profile of the product candidates following approval; and

∎ achieving desirable medicinal properties for the intended indications.

If we do not succeed in one or more of these factors in a timely manner or at all, we could experience significant delays or an inability to successfully commercialize our product candidates, which would materially harm our business. If we do not receive regulatory approvals for our product candidates, we may not be able to continue our operations.

Positive results from early preclinical studies of our product candidates are not necessarily predictive of the results of later preclinical studies and any future clinical trials of our product candidates. If we cannot replicate the positive results from our earlier preclinical studies of our product candidates in our later preclinical studies and future clinical trials, we may be unable to successfully develop, obtain regulatory approval and commercialize our product candidates.

Any positive results from our preclinical studies of our product candidates may not necessarily be predictive of the results from required later preclinical studies and clinical trials. Similarly, even if we are able to complete our planned preclinical studies or any future clinical trials of our product candidates according to our current development timeline, the positive results from such preclinical studies and clinical trials of our product candidates may not be replicated in subsequent preclinical studies or clinical trial results.

Many companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in clinical trials after achieving positive results in early-stage development and we cannot be certain that we will not face similar setbacks. These setbacks have been caused by, among other things, preclinical and other nonclinical findings made while clinical trials were underway, or safety or efficacy observations made in preclinical studies and clinical trials, including previously unreported adverse events. Moreover, preclinical, nonclinical and clinical data are often susceptible to varying interpretations and analyses and many companies that believed their product candidates performed satisfactorily in preclinical studies and clinical trials nonetheless failed to obtain FDA or EMA approval.

Our business is highly dependent on the success of our initial engEx product candidates targeting cancer. All of our engEx product candidates and development programs will require significant additional preclinical and clinical development before we can seek regulatory approval for and launch a product commercially.

Our business and future success is highly dependent on our ability to initiate and complete clinical trials and to obtain regulatory approval of, and then successfully launch and commercialize, our initial engEx product candidates, exoSTING and exoIL-12, and others that may be selected from our development programs. We plan to initiate clinical trials for each of exoSTING and exoIL-12 in the first half and second half of 2020, respectively.

Our planned initial clinical trials may experience complications surrounding trial execution, such as complexities surrounding regulatory acceptance of our IND or CTA, trial design and establishing trial protocols, patient recruitment and enrollment, quality and supply of clinical doses, or safety issues.

We are planning to conduct a Phase 1/2 clinical trial to investigate safety and tolerability of exoSTING and early demonstration of preservation of tumor resident immune cells and activation of local and systemic anti-tumor immunity. In addition, we are planning to conduct a Phase 1/2 clinical trial to investigate safety and tolerability of exoIL-12. We are highly dependent on the success of these future clinical trials, the success of which are uncertain, if they are to occur at all. The FDA may disagree with our clinical trial design, including our selection of certain biomarkers, the requirements for us to validate those biomarkers or use of an adaptive trial design, or may change the requirements for advancement or approval even after it has reviewed and commented on the design of our trials.

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As a result, the FDA or other regulatory authorities could require us to conduct additional preclinical studies or clinical trials, which could result in delays and significant additional costs, all of which could jeopardize our ability to successfully develop our product candidates.

All of our product candidates are in the early stages of development and will require additional preclinical and clinical development, regulatory review and approval in multiple jurisdictions, substantial investment, access to sufficient commercial manufacturing capacity and significant marketing efforts before we can generate any revenue from product sales. In addition, because exoSTING and exoIL-12 are our most advanced engEx product candidates, if either exoSTING or exoIL-12 encounters safety, efficacy, supply or manufacturing problems, developmental delays, regulatory or commercialization issues or other problems, the potential of our engEx Platform could be greatly diminished and our development plans and business would be significantly harmed.

Our engEx product candidates are based on a novel therapeutic approach, which makes it difficult to predict the time and cost of development and of subsequently obtaining regulatory approval, if at all.

Using exosome technology to develop product candidates is a relatively new therapeutic approach and no products based on exosomes have been approved to date in the United States or the European Union. As such it is difficult to accurately predict the developmental challenges we may incur for our engEx product candidates as they proceed through product discovery or identification, preclinical studies and clinical trials. In addition, because we have not commenced clinical trials, we have not yet been able to assess safety in humans, and there may be short-term or long-term effects from treatment with any product candidates that we develop that we cannot predict at this time. Also, animal models may not exist for some of the diseases we choose to pursue in our programs. As a result of these factors, it is more difficult for us to predict the time and cost of product candidate development, and we cannot predict whether the application of our engEx Platform, or any similar or competitive exosome technologies, will result in the identification, development, and regulatory approval of any products. There can be no assurance that any development problems we experience in the future related to our engEx Platform, exosome therapeutics or any of our research programs will not cause significant delays or unanticipated costs, or that such development problems can be solved. Any of these factors may prevent us from completing our preclinical studies or any clinical trials that we may initiate or commercializing any product candidates we may develop on a timely or profitable basis, if at all.

The clinical trial requirements of the FDA, the EMA and other regulatory authorities and the criteria these regulators use to determine the safety and efficacy of a product candidate vary substantially according to the type, complexity, novelty and intended use and market of the product candidate. No products based on exosomes have been approved to date by regulators. As a result, the regulatory approval process for product candidates such as ours is uncertain and may be more expensive and take longer than the approval process for product candidates based on other, better known or more extensively studied technologies. It is difficult to determine how long it will take or how much it will cost to obtain regulatory approvals for our product candidates in either the United States or the European Union or other regions of the world or how long it will take to commercialize our product candidates. Delay or failure to obtain, or unexpected costs in obtaining, the regulatory approval necessary to bring a potential product candidate to market could decrease our ability to generate sufficient product revenue, and our business, financial condition, results of operations and prospects may be harmed.

Negative developments in the field of exosomes could damage public perception of any product candidates that we develop, which could adversely affect our ability to conduct our business or obtain regulatory approvals for such product candidates.

Exosome therapeutics are novel and unproven therapies, with no exosome therapeutic approved to date in the United States or the European Union. Exosome therapeutics may not gain the acceptance of the public or the medical community. To date, other efforts to leverage natural exosomes have generally demonstrated an inability to generate exosomes with predictable biologically active properties or to manufacture exosomes at suitable scale to treat more than a small number of patients. Some studies used natural exosomes without an intended or understood mechanism of action or pharmacology. Other studies included payloads but generated inconclusive results. Our success will depend on our ability to demonstrate that engineered exosomes can overcome these challenges.

If one of our current or future product candidates is unable to successfully target a certain immune cell type and pathway, and establish proof of concept in a certain disease, it may indicate that we will not be able to apply our engEx Platform to other diseases mediated by that cell type or pathway. This may also indicate a decrease in the

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probability of our success for other targets using the same modality in the same or different cell types, as well as for our engineered exosome approach more generally. Such failures could negatively affect the public or medical community’s perception of our engEx Platform, and exosome therapeutics in general.

Additionally, our success will depend upon physicians who specialize in the treatment of diseases targeted by our product candidates prescribing treatments that involve the use of our product candidates in lieu of, or in addition to, existing treatments with which they are more familiar and for which greater clinical data may be available. Adverse events in clinical trials of our product candidates or in clinical trials of others developing similar products and the resulting publicity, as well as any other adverse events in the field of exosome therapeutics, could result in a decrease in demand for any product that we may develop. These events could also result in the suspension, discontinuation, or clinical hold of, or modification to, our clinical trials. Any future negative developments in the field of exosomes and their use as therapies could also result in greater governmental regulation, stricter labeling requirements and potential regulatory delays in the testing or approvals of our product candidates. Any increased scrutiny could delay or increase the costs of obtaining marketing approval for any of our product candidates.

Development of new therapeutics involves a lengthy and expensive process, with an uncertain outcome. We may incur additional costs, fail to replicate the positive results from our earlier preclinical studies or experience delays in completing, or ultimately be unable to complete, the development and commercialization of any product candidates.

To obtain the requisite regulatory approvals to commercialize any product candidates, we must demonstrate through extensive preclinical studies and clinical trials that our products are safe and effective in humans. All of our product candidates are still in the preclinical stage, and their risk of failure is high. Before we can commence clinical trials for a product candidate, we must complete extensive preclinical studies that support our planned INDs in the United States, or similar applications in other jurisdictions. We cannot be certain of the timely completion or outcome of our preclinical studies and cannot predict if the FDA or other regulatory authorities will accept our proposed clinical programs or if the outcome of our preclinical studies will ultimately support the further development of our product candidates. As a result, we cannot be sure that we will be able to submit INDs or similar applications for our preclinical programs on the timelines we expect, if at all, and we cannot be sure that submission of INDs or similar applications will result in the FDA or other regulatory authorities allowing clinical trials to begin.

Clinical trials are expensive, difficult to design and implement and can take many years to complete, and their outcome is inherently uncertain. Failure can occur at any time during, or even after, the clinical trial process and our future clinical results may not be successful. We may be unable to establish clinical endpoints that applicable regulatory authorities would consider clinically meaningful, and a clinical trial can fail at any stage of testing. The outcome of preclinical studies and early clinical trials may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. Differences in trial design between early-stage clinical trials and later-stage clinical trials make it difficult to extrapolate the results of earlier clinical trials to later clinical trials. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain marketing approval of their products.

Successful completion of clinical trials is a prerequisite to submitting a Biologics License Application, or BLA, to the FDA, a Marketing Authorization Application, or MAA, to the EMA, and similar marketing applications to other regulatory authorities, for each product candidate and, consequently, the ultimate approval and commercial marketing of any product candidates. We do not know whether any of our clinical trials will begin or be completed on schedule, if at all.

We may experience delays in completing our preclinical studies and initiating or completing clinical trials. We also may experience numerous unforeseen events during, or as a result of, any future clinical trials that we could conduct that could delay or prevent our ability to receive marketing approval or commercialize our product candidates, including:

∎ we may be unable to generate sufficient preclinical, toxicology, or other in vivo or in vitro data to support the initiation of clinical trials;

∎ regulators or institutional review boards, or IRBs, or ethics committees may not authorize us or our investigators to commence a clinical trial or conduct a clinical trial at a prospective trial site;

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∎ we may experience delays in reaching, or fail to reach, agreement on acceptable terms with prospective trial sites and prospective contract research organizations, or CROs, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;

∎ positive results from our preclinical studies of our product candidates may not necessarily be predictive of the results from required later preclinical studies and clinical trials, and positive results from such preclinical studies and clinical trials of our product candidates may not be replicated in subsequent preclinical studies or clinical trial results;

∎ clinical trials of any product candidates may fail to show safety, purity or potency, or produce negative or inconclusive results and we may decide, or regulators may require us, to conduct additional preclinical studies or clinical trials or we may decide to abandon product development programs;

∎ the number of patients required for clinical trials of any product candidates may be larger than we anticipate, enrollment in these clinical trials may be slower than we anticipate or participants may drop out of these clinical trials or fail to return for post-treatment follow-up at a higher rate than we anticipate;

∎ we may need to add new or additional clinical trial sites;

∎ our third-party contractors may fail to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all, or may deviate from the clinical trial protocol or drop out of the trial, which may require that we add new clinical trial sites or investigators;

∎ the cost of preclinical studies and clinical trials of any product candidates may be greater than we anticipate or greater than our available financial resources;

∎ the supply or quality of our product candidates or other materials necessary to conduct clinical trials of our product candidates may be insufficient or inadequate;

∎ our product candidates may have undesirable side effects or other unexpected characteristics, causing us or our investigators, regulators or IRBs or ethics committees to suspend or terminate the trials, or reports may arise from preclinical or clinical testing of other therapies for, cancer or additional diseases that we may target that raise safety or efficacy concerns about our product candidates; and

∎ the FDA or other regulatory authorities may require us to submit additional data such as long-term toxicology studies or impose other requirements before permitting us to initiate a clinical trial.

We could also encounter delays if a clinical trial is suspended or terminated by us, the IRBs of the institutions in which such trials are being conducted, or the FDA or other regulatory authorities, or recommended for suspension or termination by the Data Safety Monitoring Board, or DSMB, for such trial. A suspension or termination may be imposed due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a product or treatment, failure to establish or achieve clinically meaningful trial endpoints, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. Many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our product candidates. Further, the FDA or other regulatory authorities may disagree with our clinical trial design and our interpretation of data from clinical trials, or may change the requirements for approval even after they have reviewed and commented on the design for our clinical trials. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses and many companies that believed their product candidates performed satisfactorily in preclinical studies and clinical trials nonetheless failed to obtain FDA approval.

Our product development costs will increase if we experience delays in clinical testing or marketing approvals. We do not know whether any of our preclinical studies or clinical trials will begin as planned, will need to be restructured or will be completed on schedule, or at all. Significant preclinical studies or clinical trial delays also could shorten any periods during which we may have the exclusive right to commercialize our product candidates and may allow our competitors to bring products to market before we do, potentially impairing our ability to successfully commercialize our product candidates and harming our business and results of operations. Any delays in our preclinical or future clinical development programs may harm our business, financial condition and prospects significantly.

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Interim top-line and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.

From time to time, we may publish interim top-line or preliminary data from our future clinical trials. Interim data from clinical trials that we may complete are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and more patient data become available. Preliminary or top-line data also remain subject to audit and verification procedures that may result in the final data being materially different from the preliminary data we previously published. As a result, interim and preliminary data should be viewed with caution until the final data are available. Adverse differences between preliminary or interim data and final data could significantly harm our business prospects.

Our planned clinical trials or those of our future collaborators may reveal significant adverse events not seen in our preclinical studies and may result in a safety profile that could inhibit regulatory approval or market acceptance of any of our product candidates.

Failure can occur at any time during the clinical trial process. The results of preclinical studies and early clinical trials of our product candidates may not be predictive of the results of later-stage clinical trials. In addition, initial success in clinical trials may not be indicative of results obtained when such trials are completed. There is typically an extremely high rate of attrition from the failure of product candidates proceeding through clinical trials. Following repeated dosing some patients may develop antibodies to our exosome therapeutics. These antibodies could reduce the efficacy of our exosome therapeutics or result in undesirable side effects. Product candidates in later stages of clinical trials also may fail to show the desired safety and efficacy profile despite having progressed through preclinical studies and initial clinical trials. A number of companies in the biopharmaceutical industry have suffered significant setbacks in advanced clinical trials due to lack of efficacy or unacceptable safety issues, notwithstanding promising results in earlier trials. Most product candidates that commence clinical trials are never approved as products and there can be no assurance that any of our future clinical trials will ultimately be successful or support further clinical development of any of our product candidates.

We may develop future product candidates, in combination with one or more existing therapies. In addition to developing each of exoSTING and exoIL-12 for use as a monotherapy, we also may develop these product candidates, and any other future product candidates in the field of oncology, for use in combination with other anti-cancer drugs. Our initial cancer programs will focus on solid tumors that are non-immunogenic, or “cold,” meaning they are resistant to checkpoint inhibitor-based immunotherapies. There can be no assurance that the use of our product candidates as combination therapy will overcome this resistance to checkpoint inhibitor-based immunotherapies, or any other existing cancer therapies. Furthermore, if any product candidate we develop were to receive marketing approval or be commercialized for use in combination with other existing therapies, we would continue to be subject to the risks that the FDA or other regulatory authorities could revoke approval of the therapy used in combination with our product candidate or that safety, efficacy, manufacturing or supply issues could arise with these existing therapies. This could result in our own products being removed from the market or being less successful commercially. We may also evaluate product candidates in combination with one or more other therapies that have not yet been approved for marketing by the FDA or other regulatory authorities. We will not be able to market and sell any such product candidate we develop in combination with any such unapproved therapies that do not ultimately obtain marketing approval.

If significant adverse events or other side effects are observed in any of our future clinical trials, we may have difficulty recruiting patients to our clinical trials, patients may drop out of our trials, or we may be required to abandon the trials or our development efforts of one or more product candidates altogether. We, the FDA or other applicable regulatory authorities, or an IRB may suspend clinical trials of a product candidate at any time for various reasons, including a belief that subjects in such trials are being exposed to unacceptable health risks or adverse side effects. Some potential therapeutics developed in the biotechnology industry that initially showed therapeutic promise in early-stage trials have later been found to cause side effects that prevented their further development. Even if the side effects do not preclude the drug from obtaining or maintaining marketing approval, undesirable side effects may inhibit market acceptance of the approved product due to its tolerability versus other therapies. Any of these developments could materially harm our business, financial condition and prospects.

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If we encounter difficulties enrolling patients in our future clinical trials, our clinical development activities could be delayed or otherwise adversely affected.

We may experience difficulties in patient enrollment in our future clinical trials for a variety of reasons. The timely completion of clinical trials in accordance with their protocols depends, among other things, on our ability to enroll a sufficient number of patients who remain in the study until its conclusion. The enrollment of patients depends on many factors, including:

∎ the severity of the disease under investigation;

∎ the patient eligibility and exclusion criteria defined in the protocol;

∎ the size of the patient population required for analysis of the trial’s primary endpoints;

∎ availability and efficacy of approved medications for the disease under investigation;

∎ the proximity of patients to trial sites;

∎ the design of the trial;

∎ perceived risks and benefits of the product candidate under trial, particularly product candidates developed using a novel therapeutics approach, like our engEx product candidates;

∎ our ability to recruit clinical trial investigators with the appropriate competencies and experience;

∎ clinicians’ and patients’ perceptions as to the potential advantages and risks of the product candidate being studied in relation to other available therapies, including any new drugs that may be approved for the indications we are investigating;

∎ the efforts to facilitate timely enrollment in clinical trials;

∎ the patient referral practices of physicians;

∎ the ability to monitor patients adequately during and after treatment;

∎ our ability to obtain and maintain patient consents; and

∎ the risk that patients enrolled in clinical trials will drop out of the trials before completion.

In addition, our clinical trials will compete with other clinical trials for product candidates that are in the same therapeutic areas as our product candidates, and this competition will reduce the number and types of patients available to us, because some patients who might have opted to enroll in our trials may instead opt to enroll in a trial being conducted by one of our competitors. Since the number of qualified clinical investigators is limited, we expect to conduct some of our clinical trials at the same clinical trial sites that some of our competitors use, which will reduce the number of patients who are available for our clinical trials in such clinical trial site. Moreover, because our product candidates represent a departure from more commonly used methods for our targeted therapeutic areas, potential patients and their doctors may be inclined to use conventional therapies, rather than enroll patients in any future clinical trial we may conduct.

Delays in patient enrollment may result in increased costs or may affect the timing or outcome of the planned clinical trials, which could prevent completion of these trials and adversely affect our ability to advance the development of our product candidates.

We may not be successful in our efforts to utilize our engEx Platform to identify and develop additional engEx product candidates. Due to our limited resources and access to capital, we must choose to prioritize development of certain product candidates, such as our initial focus on developing exoSTING and exoIL-12, as well as the candidates from our collaboration with Jazz Pharmaceuticals, which may prove to be wrong choices and may adversely affect our business.

A key element of our strategy is utilizing our engEx Platform to generate multiple engEx product candidates. Although we intend to develop numerous engEx product candidates targeting various cell types and indications, in addition to the engEx product candidates we are currently developing, we may fail to identify viable new engEx product candidates for clinical development for a number of reasons. If we fail to identify additional potential engEx product candidates, our business could be materially harmed.

Research programs to pursue the development of our engEx product candidates and using our engEx Platform to design and identify new engEx product candidates and disease targets require substantial technical, financial and human resources whether or not they are ultimately successful. Our engEx Platform and research programs may

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initially show promise in identifying potential indications and/or product candidates, yet fail to yield results for clinical development for a number of reasons, including:

∎ the research methodology used may not be successful in identifying potential indications and/or product candidates;

∎ potential product candidates may, after further study, be shown to have harmful adverse effects or other characteristics that indicate they are unlikely to be effective drugs; or

∎ it may take greater human and financial resources than we will possess to identify additional therapeutic opportunities for our product candidates or to develop suitable potential product candidates through internal research programs, thereby limiting our ability to develop, diversify and expand our product portfolio.

Because we have limited financial and human resources, we intend to initially focus on research programs and product candidates, including exoSTING and exoIL-12, for a limited set of indications. As a result, we may forego or delay pursuit of opportunities with other product candidates or for other indications that later prove to have greater commercial potential or a greater likelihood of success. Our resource allocation decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities.

Accordingly, there can be no assurance that we will ever be able to identify additional therapeutic opportunities for our product candidates or to develop suitable potential product candidates through internal research programs, which could materially adversely affect our future growth and prospects. We may focus our efforts and resources on potential product candidates or other potential programs that ultimately prove to be unsuccessful.

We face significant competition from other biotechnology and pharmaceutical companies, and our operating results will suffer if we fail to compete effectively.

The biotechnology and pharmaceutical industries, including the field of exosome therapeutics, are characterized by rapidly changing technologies, significant competition and a strong emphasis on intellectual property. Our competitors may be able to develop other compounds, drugs, cellular or gene therapies that are able to achieve similar or better results. Our potential competitors include major multinational pharmaceutical companies, established biotechnology companies, specialty pharmaceutical companies and universities and other research institutions. Many of our competitors have substantially greater financial, technical and other resources, such as larger research and development staff, experienced marketing and manufacturing organizations and well-established sales forces. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. Established pharmaceutical companies may also invest heavily to accelerate discovery and development of novel therapeutics or to in-license novel therapeutics that could make the product candidates that we develop obsolete. Mergers and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated in our competitors. Competition may increase further as a result of advances in the commercial applicability of technologies and greater availability of capital for investment in these industries. Our competitors, either alone or with collaborative partners, may succeed in developing, acquiring or licensing on an exclusive basis drug, biologic, cellular or gene therapy products that are more effective, safer, more easily commercialized or less costly than our product candidates or may develop proprietary technologies or secure patent protection that we may need for the development of our technologies and products. We believe the key competitive factors that will affect the development and commercial success of our product candidates are efficacy, safety, tolerability, reliability, convenience of use, price and reimbursement.

All of our planned and anticipated engEx product candidates use exosomes that are produced from modified cells and/or are loaded ex vivo with various biologically active molecules. Competitors using engineered and ex vivo modified exosomes plan to use their candidates in numerous therapeutic applications, some of which may directly compete with our engEx product candidates and early programs. Competing therapeutic applications include cancer, metabolic diseases, various rare diseases, central nervous system disorders, diseases of the immune system and infectious diseases. Competitors using engineered and ex vivo loaded exosomes include ArunA Biomedical, Inc., AstraZeneca plc, Evox Therapeutics Ltd and PureTech Health plc. Several small-scale clinical studies using unmodified cell-derived exosomes have been initiated, often led by academic investigators for a variety of indications including cancer, immune diseases, and stroke.

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We also face competition outside of the exosome therapeutics field, including from some of the largest pharmaceutical companies, and other similarly-positioned specialty biotechnology companies. Our two lead engEx product candidates, exoSTING and exoIL-12, face competition from numerous companies.

Competitors in the STING agonist space include Aduro Biotech, Inc. and Novartis International AG, Bristol-Myers Squibb Company, Merck & Co., Inc., Nimbus Therapeutics, Inc., GlaxoSmithKline plc, Spring Bank Pharmaceuticals, Inc., Synlogic, Inc., Mavupharma, Inc. and others.

Both Merck & Co., Inc. and Aduro Biotech, Inc., in collaboration with Novartis International AG, have initiated clinical trials using small molecule STING agonists in cancer patients, and several competitors are poised to enter the clinic before our initial clinical trials are planned to commence in the first half of 2020. Additionally, there are several STING agonist programs that have been described in the literature that are owned or being developed by academic institutions that may enter the clinic before our clinical trials commence.

Competitors in the IL-12 space include Celsion Corporation, Eli Lilly and Company, MedImmune, LLC (acquired by AstraZeneca plc) and Inovio Pharmaceuticals, Inc., Moderna, Inc., Neumedicines Inc., OncoSec Medical Incorporated, Rubius Therapeutics, Inc., Torque Therapeutics, Inc., Ziopharm Oncology, Inc. and others.

The IL-12 programs from Ziopharm Oncology, Inc., OncoSec Medical Incorporated, Neumedicines Inc., Celsion Corporation, and MedImmune, LLC (acquired by AstraZeneca plc) are currently being used in clinical trials, and several competitors are poised to enter the clinic before our initial clinical trials are planned to commence in the second half of 2020.

We also face competition related to the therapeutic areas and biologically active molecules we plan to engineer and/or load into our exosome therapeutics. Our engEx Platform is amenable to creating exosomes capable of delivering and/or displaying numerous classes of biologically active molecules. For each of these therapeutic areas and molecule classes we face competition from numerous large pharmaceutical companies and similarly-positioned specialty biotechnology companies.

Competitors in the inhibitory nucleic acid space include Alnylam Pharmaceuticals, Inc., Ionis Pharmaceuticals, Inc., Dicerna Pharmaceuticals, Inc., Arrowhead Pharmaceuticals, Inc., F. Hoffman-La Roche AG, or Roche, and others.

Competitors in the gene editing space include CRISPR Therapeutics AG, Editas Medicine, Inc., Intellia Therapeutics, Inc., Sangamo Therapeutics, Inc. and others.

Competitors in the gene therapy space include BioMarin Pharmaceutical Inc., uniQure NV, bluebird bio, Inc., GlaxoSmithKline plc, Spark Therapeutics, Inc., Solid Biosciences Inc., Voyager Therapeutics, Inc., Novartis International AG and others.

These competitors compete with us in recruiting and retaining qualified scientific and management personnel and establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our programs. Our commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective, have fewer or less severe side effects, are more convenient, or are less expensive than any products that we may develop or that would render any products that we may develop obsolete or non-competitive. Our competitors also may obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval for ours, which could result in our competitors establishing a strong market position before we are able to enter the market. Additionally, technologies developed by our competitors may render our potential product candidates uneconomical or obsolete, and we may not be successful in marketing any product candidates we may develop against competitors.

In addition, as a result of the expiration or successful challenge of our patent rights, we could face more litigation with respect to the validity and/or scope of patents relating to our competitors’ products and our patents may not be sufficient to prevent our competitors from commercializing competing products.

To become and remain profitable, we must develop and eventually commercialize product candidates with significant market potential, which will require us to be successful in a range of challenging activities. These activities can include completing preclinical studies and clinical trials of our product candidates, obtaining marketing approval for these product candidates, manufacturing, marketing and selling those products that are

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approved and satisfying any post marketing requirements. We may never succeed in any or all of these activities and, even if we do, we may never generate revenues that are significant or large enough to achieve profitability. If we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to become and remain profitable would decrease the value of our company and could impair our ability to raise capital, maintain our research and development efforts, expand our business or continue our operations.

Even if we obtain regulatory approval to market our product candidates, the availability and price of our competitors’ products could limit the demand and the price we are able to charge for our product candidates. We may not be able to implement our business plan if the acceptance of our product candidates is inhibited by price competition or the reluctance of physicians to switch from existing methods of treatment to our product candidates, or if physicians switch to other new drug or biologic products or choose to reserve our product candidates for use in limited circumstances.

We may develop exoSTING, exoIL-12, and potentially future product candidates, in combination with other therapies, and safety or supply issues with combination-use products may delay or prevent development and approval of our product candidates.

We may develop exoSTING, exoIL-12, and potentially future product candidates, in combination with one or more cancer or other therapies, both approved and unapproved. Even if any product candidate we develop were to receive marketing approval or be commercialized for use in combination with other existing therapies, we would continue to be subject to the risks that the FDA or similar regulatory authorities outside of the United States could revoke approval of the therapy used in combination with our product candidate or that safety, efficacy, manufacturing or supply issues could arise with these existing therapies. Combination therapies are commonly used for the treatment of cancer, and we would be subject to similar risks if we develop any of our product candidates for use in combination with other drugs or for indications other than cancer. Similarly, if the therapies we use in combination with our product candidates are replaced as the standard of care for the indications we choose for any of our product candidates, the FDA or similar regulatory authorities outside of the United States may require us to conduct additional clinical trials. The occurrence of any of these risks could result in our own products, if approved, being removed from the market or being less successful commercially.

We may also evaluate exoSTING, exoIL-12 or any other future product candidates in combination with one or more cancer therapies that have not yet been approved for marketing by the FDA or similar regulatory authorities outside of the United States. We will not be able to market and sell exoSTING, exoIL-12 or any product candidate we develop in combination with any such unapproved cancer therapies that do not ultimately obtain marketing approval. The regulations prohibiting the promotion of products for unapproved uses are complex and subject to substantial interpretation by the FDA and other government agencies. In addition, there are additional risks similar to the ones described for our products currently in development and clinical trials that result from the fact that such cancer therapies are unapproved, such as the potential for serious adverse effects, delay in their clinical trials and lack of FDA approval.

Furthermore, we cannot be certain that we will be able to obtain a steady supply of such cancer therapies for use in developing combinations with our product candidates on commercially reasonable terms or at all. Any failure to obtain such therapies for use in clinical development, and the expense of purchasing therapies in the market, may delay our development timelines, increase our costs and jeopardize our ability to develop our product candidates as commercially viable therapies.

If the FDA or similar regulatory authorities outside of the United States do not approve these other drugs or revoke their approval of, or if safety, efficacy, manufacturing, or supply issues arise with, the drugs we choose to evaluate in combination with exoSTING, exoIL-12 or any product candidate we develop, we may be unable to obtain approval of, or market exoSTING, exoIL-12 or any product candidate we develop.

Even if a product candidate we develop receives marketing approval, it may fail to achieve the degree of market acceptance by physicians, patients, third-party payors and others in the medical community necessary for commercial success.

If any engEx product candidate we develop receives marketing approval, whether as a single agent therapeutic or in combination with other therapies, it may nonetheless fail to gain sufficient market acceptance by physicians,

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patients, third-party payors, and others in the medical community. For example, other cancer treatments like chemotherapy, radiation therapy and immunotherapy are well established in the medical community, and doctors may continue to rely on these therapies instead of therapies derived from our engEx Platform, if approved. If the engEx product candidates we develop do not achieve an adequate level of acceptance, we may not generate significant product revenues and we may not become profitable. The degree of market acceptance of any product candidate, if approved for commercial sale, will depend on a number of factors, including:

∎ efficacy, safety and potential advantages compared to alternative treatments;

∎ convenience and ease of administration compared to alternative treatments;

∎ the clinical indications for which our product candidates are approved by the FDA, EMA or other regulatory authority, if any;

∎ the willingness of the target patient population to try new therapies and of physicians to prescribe these therapies;

∎ public perception of new therapies, including exosome therapies;

∎ the strength of marketing and distribution support;

∎ the ability to offer our products, if approved, for sale at competitive prices;

∎ the timing of market introduction of competitive products;

∎ the ability to obtain sufficient coverage and adequate reimbursement from third-party payors, including with respect to the use of the approved product as a combination therapy; and

∎ the prevalence and severity of any side effects.

Even if a potential product displays a favorable efficacy and safety profile in preclinical studies and future clinical trials, market acceptance of the product will not be fully known until after it is launched. If our product candidates do not achieve an adequate level of acceptance following regulatory approval, if ever, we may not generate significant product revenue and may not become profitable.

If we engage in future acquisitions or strategic partnerships, this may increase our capital requirements, dilute our stockholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks.

We may evaluate various acquisitions and strategic partnerships, including licensing or acquiring biologically active molecules to load into or onto our engineered exosomes, complementary products, intellectual property rights, technologies, or businesses. Any potential acquisition or strategic partnership may entail numerous risks, including:

∎ increased operating expenses and cash requirements;

∎ the assumption of indebtedness or contingent liabilities;

∎ the issuance of our equity securities;

∎ assimilation of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new personnel;

∎ the diversion of our management’s attention from our existing product programs and initiatives in pursuing such a strategic merger or acquisition;

∎ retention of key employees, the loss of key personnel, and uncertainties in our ability to maintain key business relationships;

∎ risks and uncertainties associated with the other party to such a transaction, including the prospects of that party, their regulatory compliance status, and their existing products or product candidates and marketing approvals; and

∎ our inability to generate revenue from acquired technology and/or products sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs.

In addition, if we undertake acquisitions, we may issue dilutive securities, assume or incur debt obligations, incur large one-time expenses and acquire intangible assets that could result in significant future amortization expense. Moreover, we may not be able to locate suitable acquisition opportunities and this inability could impair our ability to grow or obtain access to technology or products that may be important to the development of our business. Any of the foregoing may materially harm our business, financial condition, results of operations, stock price and prospects.

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If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of our product candidates.

We face an inherent risk of product liability as a result of testing our product candidates in clinical trials and will face an even greater risk if we commercialize any products. For example, we may be sued if our product candidates cause or are perceived to cause injury or are found to be otherwise unsuitable during clinical trials, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability or a breach of warranties. Claims could also be asserted under state consumer protection acts. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of our product candidates. Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:

∎ inability to bring a product candidate to the market;

∎ decreased demand for our products;

∎ injury to our reputation and significant negative media attention;

∎ withdrawal of clinical trial participants and inability to continue clinical trials;

∎ initiation of investigations by regulators;

∎ significant costs to defend the related litigation;

∎ diversion of management’s time and our resources;

∎ substantial monetary awards to trial participants or patients;

∎ product recalls, withdrawals or labeling, marketing or promotional restrictions;

∎ loss of revenue;

∎ exhaustion of any available insurance and our capital resources;

∎ the inability to commercialize any product candidate; and

∎ decline in our stock price.

Since we have not yet commenced clinical trials, we do not yet hold clinical trial or product liability insurance. Our inability to obtain sufficient product liability insurance at an acceptable cost to protect against potential product liability claims could prevent or inhibit the commercialization of products we develop, alone or with collaborators. If and when coverage is secured, our insurance policies may also have various exclusions, and we may be subject to a product liability claim for which we have no coverage. We may have to pay any amounts awarded by a court or negotiated in a settlement that exceed our coverage limitations or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to pay such amounts. Even if our agreements with any future corporate collaborators entitle us to indemnification against losses, such indemnification may not be available or adequate should any claim arise.

The market opportunities for our product candidates may be limited to those patients who are ineligible for or have failed prior treatments and may be small, and our estimates of the prevalence of our target patient populations may be inaccurate.

Cancer and other disease therapies are sometimes characterized as first-line, second-line or third-line, and the FDA often approves new therapies initially only for third-line use. Initial approvals for new cancer and other disease therapies are often restricted to later lines of therapy for patients with advanced or metastatic disease, limiting the number of patients who may be eligible for such new therapies, which may include our product candidates.

Our projections of both the number of people who have the diseases we are targeting, as well as the subset of people with these diseases in a position to receive our therapies, if approved, are based on our beliefs and estimates. These estimates have been derived from a variety of sources, including scientific literature, input from key opinion leaders, patient foundations, or secondary market research databases, and may prove to be incorrect. Further, new studies may change the estimated incidence or prevalence of these diseases. The number of patients may turn out to be lower than expected. Additionally, the potentially addressable patient population for our product candidates may be limited or may not be amenable to treatment with our product candidates. Even if we obtain significant market share for our product candidates, because certain of the potential target populations may be small, we may never achieve profitability without obtaining regulatory approval for additional indications.

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We currently have a limited marketing and sales organization and have limited experience in marketing products. If we are unable to establish marketing and sales capabilities or enter into agreements with third parties to market and sell our product candidates, we may not be able to generate product revenue.

We currently have limited sales, marketing or distribution capabilities and have limited experience in marketing products. If we are able to successfully develop and commercialize any engEx product candidates, we currently intend to develop an in-house marketing organization and sales force, which will require significant capital expenditures, management resources and time. We will have to compete with other pharmaceutical and biotechnology companies to recruit, hire, train and retain marketing and sales personnel.

In addition to establishing internal sales, marketing and distribution capabilities, we will pursue collaborative arrangements regarding the sales and marketing of our products, if any, however, there can be no assurance that we will be able to establish or maintain such collaborative arrangements, or if we are able to do so, that they will have effective sales forces. Any revenue we receive will depend upon the efforts of such third parties, which may not be successful. We may have limited control over the marketing and sales efforts of such third parties and our revenue from product sales may be lower than if we had commercialized our product candidates ourselves. We also face competition in our search for third parties to assist us with the sales and marketing efforts of our product candidates.

There can be no assurance that we will be able to develop in-house sales and distribution capabilities or establish or maintain relationships with third-party collaborators to commercialize any product in the United States or overseas.

Risks related to employee matters, managing growth and other risks related to our business

If we lose key management personnel, or if we fail to recruit additional highly skilled personnel, our ability to identify and develop new or next generation product candidates will be impaired, could result in loss of markets or market share and could make us less competitive.

Our ability to compete in the highly competitive biotechnology and pharmaceutical industries depends upon our ability to attract and retain highly qualified managerial, scientific and medical personnel. We are highly dependent on our management, scientific and medical personnel, including Douglas Williams, Ph.D., our Chief Executive Officer, Linda Bain, our Chief Financial Officer, Richard Brudnick, our Chief Business Officer, Andrea DiFabio, our Chief Legal Officer, and Konstantin Konstantinov, Ph.D., our Executive Vice President of Manufacturing. The loss of the services of any of our executive officers, other key employees, and other scientific and medical advisors, and our inability to find suitable replacements could result in delays in product development and harm our business.

We conduct our operations at our facilities in Cambridge, Massachusetts. This region is headquarters to many other biopharmaceutical companies and many academic and research institutions. Competition for skilled personnel in our market is intense and may limit our ability to hire and retain highly qualified personnel on acceptable terms or at all.

To induce valuable employees to remain at our company, in addition to salary and cash incentives, we have provided stock options that vest over time. The value to employees of stock options that vest over time may be significantly affected by movements in our stock price that are beyond our control and may at any time be insufficient to counteract more lucrative offers from other companies. Despite our efforts to retain valuable employees, members of our management, scientific and development teams may terminate their employment with us on short notice. Employment of our key employees is at-will, which means that any of our employees could leave our employment at any time, with or without notice. We do not maintain “key man” insurance policies on the lives of these individuals or the lives of any of our other employees.

In addition, we rely on consultants and advisors, including scientific and clinical advisors, to assist us in formulating our research and development and commercialization strategy. Our consultants and advisors may be employed by employers other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability to us.

Our success also depends on our ability to continue to attract, retain and motivate highly skilled junior, mid-level and senior managers as well as junior, mid-level and senior scientific and medical personnel. Failure to succeed in future clinical trials may make it more challenging to recruit and retain qualified scientific personnel.

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We will need to grow the size of our organization, and we may experience difficulties in managing this growth.

As of April 25, 2019, we had 82 full-time employees. As our research, development, manufacturing and commercialization plans and strategies develop, and as we transition into operating as a public company, we expect to need additional managerial, operational, sales, marketing, financial and other personnel. Future growth would impose significant added responsibilities on members of management, including:

∎ identifying, recruiting, compensating, integrating, maintaining and motivating additional employees;

∎ securing suitable office, laboratory and manufacturing space to support our growth;

∎ managing our internal research and development efforts effectively, including identification of clinical candidates and navigating the clinical and FDA review process for our product candidates; and

∎ improving our operational, financial and management controls, reporting systems and procedures.

Our future financial performance and our ability to commercialize our product candidates will depend, in part, on our ability to effectively manage any future growth, and our management may also have to divert a disproportionate amount of its attention away from day-to-day activities in order to devote a substantial amount of time to managing these growth activities.

Due to our limited resources, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified personnel. This may result in weaknesses in our infrastructure, give rise to operational mistakes, loss of business opportunities, loss of employees and reduced productivity among remaining employees. The physical expansion of our operations may lead to significant costs and may divert financial resources from other projects, such as the development of our product candidates. If our management is unable to effectively manage our expected development and expansion, our expenses may increase more than expected, our ability to generate or increase our revenue could be reduced and we may not be able to implement our business strategy. Our future financial performance and our ability to commercialize our product candidates, if approved, and compete effectively will depend, in part, on our ability to effectively manage the future development and expansion of our company.

In addition, we currently rely, and for the foreseeable future will continue to rely, in substantial part on certain organizations, advisors, contractors and consultants to provide certain services, including many aspects of regulatory affairs, clinical management and manufacturing. There can be no assurance that the services of these organizations, advisors and consultants will continue to be available to us on a timely basis when needed, or that we can find qualified replacements. In addition, if we are unable to effectively manage our outsourced activities or if the quality or accuracy of the services provided by consultants is compromised for any reason, our clinical trials may be extended, delayed or terminated, and we may not be able to obtain regulatory approval of our product candidates or otherwise advance our business. There can be no assurance that we will be able to manage our existing consultants or find other competent outside contractors and consultants on economically reasonable terms, or at all. If we are not able to effectively expand our organization by hiring new employees and expanding our groups of consultants and contractors, we may not be able to successfully implement the tasks necessary to further develop and commercialize our product candidates and, accordingly, may not achieve our research, development and commercialization goals.

Our employees, independent contractors, consultants, commercial partners and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.

We are exposed to the risk of employee fraud or other illegal activity by our employees, independent contractors, consultants, commercial partners and vendors. Misconduct by these parties could include intentional, reckless and/or negligent conduct that fails to comply with the laws of the FDA and other regulatory bodies, provide true, complete and accurate information to the FDA and other regulatory bodies, comply with manufacturing regulations and standards, comply with healthcare privacy, fraud and abuse laws in the United States and similar foreign laws, or report financial information or data accurately or to disclose unauthorized activities to us.

Sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs, and other business arrangements. Such misconduct also could involve the improper use of information obtained in the course of clinical trials or interactions with the FDA or other regulatory authorities,

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which could result in significant civil, criminal and administrative penalties and cause serious harm to our reputation.

If we obtain FDA approval of any of our product candidates and begin commercializing those products in the United States, our potential exposure under such laws will increase significantly, and our costs associated with compliance with such laws are also likely to increase. These laws may impact, among other things, our current activities with principal investigators and research patients, as well as proposed and future sales, marketing and education programs.

If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business.

We are subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures and the handling, use, storage, treatment and disposal of hazardous materials and wastes. Our research and development activities involve the use of biological and hazardous materials and produce hazardous waste products. We generally contract with third parties for the disposal of these materials and wastes. We cannot eliminate the risk of contamination or injury from these materials, which could cause an interruption of our commercialization efforts, research and development efforts and business operations, environmental damage resulting in costly clean-up and liabilities under applicable laws and regulations governing the use, storage, handling and disposal of these materials and specified waste products. Although we believe that the safety procedures utilized by our third-party manufacturers for handling and disposing of these materials generally comply with the standards prescribed by these laws and regulations, we cannot guarantee that this is the case or eliminate the risk of accidental contamination or injury from these materials. In such an event, we may be held liable for any resulting damages and such liability could exceed our resources and state or federal or other applicable authorities may curtail our use of certain materials and/or interrupt our business operations. Furthermore, environmental laws and regulations are complex, change frequently and have tended to become more stringent. We cannot predict the impact of such changes and cannot be certain of our future compliance. In addition, we may incur substantial costs in order to comply with current or future environmental, health and safety laws and regulations. These current or future laws and regulations may impair our research, development or production efforts. Failure to comply with these laws and regulations also may result in substantial fines, penalties or other sanctions.

Although we maintain workers’ compensation insurance to cover us for costs and expenses we may incur due to injuries to our employees resulting from the use of hazardous materials or other work-related injuries, this insurance may not provide adequate coverage against potential liabilities. Although we carry workers compensation or property and casualty and general liability insurance policies that include coverage for damages and fines arising from biological or hazardous waste exposure or contamination, this insurance may not provide adequate coverage against potential liabilities.

Our business and operations would suffer in the event of computer system failures, cyber-attacks or deficiencies in our cyber security.

Given our limited operating history, we are still in the process of implementing our internal security measures. Our internal computer systems and those of current and future third parties on which we rely may fail and are vulnerable to damage from computer viruses and unauthorized access. Our information technology and other internal infrastructure systems, including corporate firewalls, servers, leased lines and connection to the Internet, face the risk of systemic failure that could disrupt our operations. While we have not, to our knowledge, experienced any such material system failure or security breach to date, if such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our development programs and our business operations. For example, the loss of clinical trial data from future clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. Likewise, we will rely on third parties for the manufacture of our product candidates or any future product candidates and expect to rely on third parties to conduct our future clinical trials, and similar events relating to their computer systems could also have a material adverse effect on our business. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability, our competitive position could be harmed and the further development and commercialization of our product candidate or any future product candidates could be hindered or delayed.

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Business disruptions could seriously harm our future business and financial condition and increase our costs and expenses.

Our operations, and those of our current and future CROs or CMOs, and other contractors and consultants, could be subject to earthquakes, power shortages, telecommunications failures, water shortages, floods, hurricanes, typhoons, fires, extreme weather conditions, medical epidemics and other natural or man-made disasters or business interruptions, for which we are predominantly self-insured. The occurrence of any of these business disruptions could seriously harm our operations and financial condition and increase our costs and expenses. We will rely on third-party manufacturers to produce and process our product candidates. Our ability to obtain clinical supplies of our product candidates could be disrupted if the operations of these suppliers are affected by a man-made or natural disaster or other business interruption.

A variety of risks associated with marketing our product candidates internationally could materially adversely affect our business.

We plan to seek regulatory approval of our product candidates outside of the United States and, if approved, we expect that we will be subject to additional risks related to operating in foreign countries if we obtain the necessary approvals, including:

∎ differing regulatory requirements in foreign countries;

∎ unexpected changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements;

∎ economic weakness, including inflation, or political instability in particular foreign economies and markets;

∎ compliance with tax, employment, immigration and labor laws for employees living or traveling abroad;

∎ foreign taxes, including withholding of payroll taxes;

∎ negative consequences from changes in tax laws;

∎ foreign currency fluctuations, which could result in increased operating expenses and reduced revenue, and other obligations incident to doing business in another country;

∎ difficulties staffing and managing foreign operations;

∎ differing payor reimbursement regimes, governmental payors or patient self-pay systems and price controls;

∎ workforce uncertainty in countries where labor unrest is more common than in the United States;

∎ potential liability under the Foreign Corrupt Practices Act, or FCPA, or comparable foreign regulations;

∎ challenges enforcing our contractual and intellectual property rights, especially in those foreign countries that do not respect and protect intellectual property rights to the same extent as the United States;

∎ production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and

∎ business interruptions resulting from geo-political actions, including war and terrorism.

These and other risks associated with our international operations may materially adversely affect our ability to attain or maintain profitable operations.

Comprehensive tax reform legislation could adversely affect our business and financial condition.

On December 22, 2017, the U.S. government implemented the TCJA, which significantly reforms the Code. The TCJA, among other things, contains significant changes to corporate taxation, including a reduction of the corporate tax rate from a top marginal tax rate of 35% to a flat rate of 21%, a limitation of the tax deduction for interest expense to 30% of adjusted taxable income (except for certain small businesses), a limitation of the deduction for net operating losses to 80% of annual taxable income and an elimination of net operating loss carrybacks applying to net operating losses arising in taxable years ending after December 31, 2017, (though any such net operating losses arising in taxable years ending after December 31, 2017 may be carried forward indefinitely) and the modification or repeal of many business deductions and credits (including a reduction the business tax credit for certain clinical testing expenses incurred in the testing of certain drugs for rare diseases or conditions generally referred to as “orphan drugs”). We continue to examine the impact this tax reform legislation may have on our business.

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Risks related to manufacturing and supply

We will be dependent on suppliers for some of our components and materials used to manufacture our current and future product candidates.

We currently depend on suppliers for some of the components necessary for our product candidates and will continue to depend on them for future manufacture of our product candidates. We cannot be sure that these suppliers will remain in business, that they will be able to meet our supply needs, or that they will not be purchased by one of our competitors or another company that is not interested in continuing to produce these materials for our intended purpose. These vendors may be unable or unwilling to meet our future demands for our clinical trials or commercial sale. Establishing additional or replacement suppliers for these components could take a substantial amount of time and it may be difficult to establish replacement suppliers who meet regulatory requirements. Any disruption in supply from a supplier or manufacturing location could lead to supply delays or interruptions which would damage our business, financial condition, results of operations and prospects.

If we are able to find a replacement supplier, the replacement supplier would need to be qualified and may require additional regulatory authority approval, which could result in further delay. While we seek to maintain adequate inventory of the components and other materials used to manufacture our products, any interruption or delay in the supply of components or other materials, or our inability to obtain components or materials from alternate sources at acceptable prices in a timely manner, could impair our ability to meet the demand of our customers and cause them to cancel orders.

In addition, as part of the FDA’s approval of our product candidates, we will also require FDA approval of the individual components of our process, which include the manufacturing processes and facilities of our suppliers.

Our reliance on these suppliers subjects us to a number of risks that could harm our business, and financial condition, including, among other things:

∎ interruption of product candidate or commercial supply resulting from modifications to or discontinuation of a supplier’s operations;

∎ delays in product shipments resulting from uncorrected defects, reliability issues, or a supplier’s variation in a component;

∎ a lack of long-term supply arrangements for key components with our suppliers;

∎ inability to obtain adequate supply in a timely manner, or to obtain adequate supply on commercially reasonable terms;

∎ difficulty and cost associated with locating and qualifying alternative suppliers for our components and precursor cells in a timely manner;

∎ production delays related to the evaluation and testing of products from alternative suppliers, and corresponding regulatory qualifications;

∎ delay in delivery due to our suppliers prioritizing other customer orders over ours; and

∎ fluctuation in delivery by our suppliers due to changes in demand from us or their other customers.

If any of these risks materialize, our manufacturing costs could significantly increase and our ability to meet clinical and commercial demand for our products could be impacted.

We are establishing our own manufacturing facility and infrastructure in addition to or in lieu of relying on CMOs for the manufacturing of our product candidates, which will be costly, time-consuming, and which may not be successful.

We have limited experience as a company in establishing an exosome manufacturing facility and may face significant risks with the establishment of our own exosome manufacturing facility or capability. As a result, we will also need to hire additional personnel to build and set up a manufacturing facility, manage our operations and facilities and develop the necessary infrastructure to continue the research and development, and eventual commercialization, if approved, of our product candidates. We, as a company, have limited experience in building, setting up or eventually managing an exosome manufacturing facility. If we fail to select the correct location, fail to negotiate the purchase or lease of a facility, or fail to complete any planned renovation, customization and validation

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in an efficient manner, or fail to recruit the required personnel and generally manage our growth effectively, the development and production of our product candidates could be curtailed or delayed, and we may be unable to rely on previously existing relationships with CMOs.

We may establish multiple manufacturing facilities as we expand our commercial footprint to multiple geographies, which may lead to regulatory delays or prove costly. Even if we are successful, our manufacturing capabilities could be affected by cost-overruns, unexpected delays, equipment failures, labor shortages, natural disasters, power failures and numerous other factors that could prevent us from realizing the intended benefits of our manufacturing strategy and have a material adverse effect on our business.

In addition, the FDA, the EMA and other regulatory authorities may require us to submit samples of any lot of any approved product together with the protocols showing the results of applicable tests at any time. Under some circumstances, the FDA, the EMA or other regulatory authorities may require that we not distribute a lot until the relevant agency authorizes its release. Slight deviations in the manufacturing process, including those affecting quality attributes and stability, may result in unacceptable changes in the product that could result in lot failures or product recalls. Lot failures or product recalls could cause us to delay product launches or clinical trials, which could be costly to us and otherwise harm our business, financial condition, results of operations and prospects. Problems in our manufacturing process could restrict our ability to meet market demand for our products.

We also may encounter problems hiring and retaining the experienced scientific, quality-control and manufacturing personnel needed to operate our manufacturing processes, which could result in delays in production or difficulties in maintaining compliance with applicable regulatory requirements.

Changes in product candidate manufacturing or formulation may result in additional costs or delay, which could adversely affect our business, results of operations and financial condition.

As product candidates are developed through preclinical studies to later-stage clinical trials towards approval and commercialization, it is common that various aspects of the development program, such as manufacturing methods or formulation, are altered along the way in an effort to optimize processes and results. Any of these changes could cause our product candidates to perform differently and affect the results of planned clinical trials or other future clinical trials conducted with the altered materials. Such changes may also require additional testing, or notification to, or approval by the FDA or other regulatory authorities. This could delay completion of clinical trials, require the conduct of bridging clinical trials or studies, require the repetition of one or more clinical trials, increase clinical trial costs, delay approval of our product candidates and/or jeopardize our ability to commence product sales and generate revenue.

Our product candidates are uniquely manufactured. If we or any of our third-party manufacturers encounter difficulties in manufacturing our product candidates, our ability to provide supply of our product candidates for clinical trials or our products for patients, if approved, could be delayed or stopped, or we may be unable to maintain a commercially viable cost structure.

The manufacturing process used to produce our engEx exosomes is complex and novel and it has not yet been validated for clinical and commercial production. As a result of these complexities, the cost to manufacture our product candidates is higher than traditional small molecule chemical compounds and the manufacturing process may prove to be less reliable and may be more difficult to reproduce. Furthermore, our manufacturing process development and scale-up is at an early stage. The actual cost to manufacture and process our product candidates could be greater than we expect and could materially and adversely affect the commercial viability of our product candidates.

Our manufacturing process may be susceptible to logistical issues associated with shipment of the final product to clinical centers, manufacturing issues associated with interruptions in the manufacturing process, contamination, equipment or reagent failure, improper installation or operation of equipment, vendor or operator error, inconsistency in cell growth and productivity, and variability in product characteristics. Even minor deviations from normal manufacturing processes could result in reduced production yields, lot failures, product defects, product recalls, product liability claims and other supply disruptions. If microbial, viral, or other contaminations are discovered in our product candidates or in the manufacturing facilities in which our product candidates are made, production at such manufacturing facilities may be interrupted for an extended period of time to investigate and remedy the contamination. Further, as product candidates are developed through preclinical to late-stage clinical trials toward

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approval and commercialization, it is common that various aspects of the development program, such as manufacturing methods, are altered along the way in an effort to optimize processes and results. Such changes carry the risk that they will not achieve these intended objectives, and any of these changes could cause our product candidates to perform differently and affect the results of planned clinical trials or other future clinical trials.

Although we continue to optimize our manufacturing process for our engEx product candidates, consistently achieving the targeted results is not guaranteed, and there are risks associated with scaling to the level required for advanced clinical trials or commercialization, including, among others, cost overruns, potential problems with process scale-up, process reproducibility, stability issues, lot consistency, and timely availability of reagents and/or raw materials. We ultimately may not be successful in transferring our production process from our contract manufacturer to any other manufacturing facilities, or our contract manufacturer may not have the necessary capabilities to complete the implementation of the manufacturing process. If we are unable to adequately validate or scale-up the manufacturing process for our product candidates with our current manufacturer, we will need to transfer to another manufacturer and complete the manufacturing validation process, which can be lengthy. If we are able to adequately validate and scale-up the manufacturing process for our product candidates with a contract manufacturer, we will still need to negotiate with such contract manufacturer an agreement for commercial supply and it is not certain we will be able to come to agreement on terms acceptable to us. As a result, we may ultimately be unable to reduce the cost of goods for our product candidates to levels that will allow for an attractive return on investment if and when those product candidates are commercialized.

The manufacturing process for any products that we may develop is subject to the FDA and other regulatory authority approval processes, and we will need to contract with manufacturers who can meet all applicable FDA and other regulatory authority requirements on an ongoing basis. If we or our CMOs are unable to reliably produce products to specifications acceptable to the FDA or other regulatory authorities, we may not obtain or maintain the approvals we need to commercialize such products. Even if we obtain regulatory approval for any of our product candidates, there is no assurance that either we or our CMOs will be able to consistently manufacture the approved product to specifications acceptable to the FDA or other regulatory authorities, to produce it in sufficient quantities to meet the requirements for the potential launch of the product, or to meet potential future demand. Any of these challenges could delay completion of clinical trials, require bridging clinical trials or the repetition of one or more clinical trials, increase clinical trial costs, delay approval of our product candidates, impair commercialization efforts, increase our cost of goods, and have an adverse effect on our business, financial condition, results of operations and growth prospects. Our future success depends on our ability to manufacture our products on a timely basis with acceptable manufacturing costs, while at the same time maintaining good quality control and complying with applicable regulatory requirements, and an inability to do so could have a material adverse effect on our business, financial condition, and results of operations. In addition, we could incur higher manufacturing costs if manufacturing processes or standards change, and we could need to replace, modify, design, or build and install equipment, all of which would require additional capital expenditures. Specifically, because our product candidates may have a higher cost of goods than conventional therapies, the risk that coverage and reimbursement rates may be inadequate for us to achieve profitability may be greater.

Risks related to government regulation

If we are not able to obtain, or if there are delays in obtaining, required regulatory approvals for our product candidates, we will not be able to commercialize, or will be delayed in commercializing, our product candidates, and our ability to generate revenue will be materially impaired.

Our product candidates and the activities associated with their development and commercialization, including their design, testing, manufacture, safety, efficacy, recordkeeping, labeling, storage, approval, advertising, promotion, sale, distribution, import and export are subject to comprehensive regulation by the FDA and other regulatory agencies in the United States and by comparable authorities in other countries. Before we can commercialize any of our product candidates, we must obtain marketing approval. We have not received approval to market any of our product candidates from regulatory authorities in any jurisdiction and it is possible that none of our product candidates or any product candidates we may seek to develop in the future will ever obtain regulatory approval. In certain instances, we may need to rely on third-party CROs and/or regulatory consultants to assist us in this process. Securing regulatory approval requires the submission of extensive preclinical and clinical data and supporting information to the various regulatory authorities for each therapeutic indication to establish the biologic product candidate’s safety, purity, efficacy and potency.

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Securing regulatory approval also requires the submission of information about the prospective manufacturing process to, and inspection of manufacturing facilities by, the relevant regulatory authority. Our product candidates may not be effective, may be only moderately effective or may prove to have undesirable or unintended side effects, toxicities or other characteristics that may preclude our obtaining marketing approval or prevent or limit commercial use.

The process of obtaining regulatory approvals, both in the United States and abroad, is expensive, may take many years if additional clinical trials are required, if approval is obtained at all, and can vary substantially based upon a variety of factors, including the type, complexity and novelty of the product candidates involved. Changes in marketing approval policies during the development period, changes in or the enactment of additional statutes or regulations, or changes in regulatory review for each submitted IND, Premarket Approval, or PMA, BLA or equivalent application types, may cause delays in the approval or rejection of an application. The FDA and comparable authorities in other countries have substantial discretion in the approval process and may refuse to accept any application or may decide that our data are insufficient for approval and require additional preclinical, clinical or other studies. Our product candidates could be delayed in receiving, or fail to receive, regulatory approval for many reasons, including the following:

∎ the FDA or other regulatory authorities may disagree with the design or implementation of our clinical trials;

∎ we may be unable to demonstrate to the satisfaction of the FDA or other regulatory authorities that a product candidate is safe and effective for its proposed indication or that a potential related companion diagnostic, should we develop one, is suitable to identify appropriate patient populations;

∎ the results of clinical trials may not meet the level of statistical significance required by the FDA or other regulatory authorities for approval;

∎ we may be unable to demonstrate that a product candidate’s clinical and other benefits outweigh its safety risks;

∎ the FDA or other regulatory authorities may disagree with our interpretation of data from preclinical studies or clinical trials;

∎ the data collected from clinical trials of our product candidates may not be sufficient to support the submission of a BLA or other submission or to obtain regulatory approval in the United States or elsewhere;

∎ the FDA or other authorities may fail to approve the manufacturing processes or facilities of third-party manufacturers with which we contract for clinical and commercial supplies; and

∎ the approval policies or regulations of the FDA or other regulatory authorities may significantly change in a manner rendering our clinical data insufficient for approval.

Of the large number of drugs in development, only a small percentage successfully complete the FDA or foreign regulatory approval processes and are commercialized. The lengthy approval process as well as the unpredictability of future clinical trial results may result in our failing to obtain regulatory approval to market our product candidates, which would significantly harm our business, results of operations and prospects.

We expect the novel nature of our product candidates to create further challenges in obtaining regulatory approval. As a result, our ability to develop product candidates and obtain regulatory approval may be significantly impacted.

For example, the general approach for FDA approval of a new biologic or drug is for sponsors to seek licensure or approval based on dispositive data from well-controlled, Phase 3 clinical trials of the relevant product candidate in the relevant patient population. Phase 3 clinical trials typically involve hundreds of patients, have significant costs and take years to complete. We believe that we may be able to utilize FDA’s accelerated approval program for our product candidates given the limited alternatives for treatments for cancer and other serious diseases, but the FDA may not agree with our plans.

The FDA may also require a panel of experts, referred to as an Advisory Committee, to deliberate on the adequacy of the safety and efficacy data to support approval. The opinion of the Advisory Committee, although not binding, may have a significant impact on our ability to obtain approval of any product candidates that we develop based on the completed clinical trials.

Moreover, approval of genetic or biomarker diagnostic tests may be necessary in order to advance some of our product candidates to clinical trials or potential commercialization. In the future regulatory agencies may require the

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development and approval of such tests. Accordingly, the regulatory approval pathway for such product candidates may be uncertain, complex, expensive and lengthy, and approval may not be obtained.

In addition, even if we were to obtain approval, regulatory authorities may approve any of our product candidates for fewer or more limited indications than we request, may not approve the price we intend to charge for our products, may grant approval contingent on the performance of costly post-marketing clinical trials, or may approve a product candidate with a label that does not include the labeling claims necessary or desirable for the successful commercialization of that product candidate. Any of the foregoing scenarios could materially harm the commercial prospects for our product candidates.

If we experience delays in obtaining approval or if we fail to obtain approval of our product candidates, the commercial prospects for our product candidates may be harmed and our ability to generate revenues will be materially impaired.

Obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval of our product candidates in other jurisdictions.

Obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not guarantee that we will be able to obtain or maintain regulatory approval in any other jurisdiction, while a failure or delay in obtaining regulatory approval in one jurisdiction may have a negative effect on the regulatory approval process in others. For example, even if the FDA grants marketing approval of a product candidate, comparable regulatory authorities in foreign jurisdictions must also approve the manufacturing, marketing and promotion of the product candidate in those countries. Approval procedures vary among jurisdictions and can involve requirements and administrative review periods different from, and greater than, those in the United States, including additional preclinical studies or clinical trials, as clinical trials conducted in one jurisdiction may not be accepted by regulatory authorities in other jurisdictions. In many jurisdictions outside the United States, a product candidate must be approved for reimbursement before it can be approved for sale in that jurisdiction. In some cases, the price that we intend to charge for our products is also subject to approval.

We may also submit marketing applications in other countries. Regulatory authorities in jurisdictions outside of the United States have requirements for approval of product candidates with which we must comply prior to marketing in those jurisdictions. Obtaining other regulatory approvals and compliance with other regulatory requirements could result in significant delays, difficulties and costs for us and could delay or prevent the introduction of our products in certain countries. If we fail to comply with the regulatory requirements in international markets and/or receive applicable marketing approvals, our target market will be reduced and our ability to realize the full market potential of our product candidates will be harmed.

Our product candidates may cause undesirable side effects that could delay or prevent their regulatory approval, limit the commercial profile of an approved label, or result in significant negative consequences following marketing approval, if any.

Undesirable side effects caused by our product candidates could cause us to interrupt, delay or halt preclinical studies or could cause us or regulatory authorities to interrupt, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or other regulatory authorities. While we have not yet initiated clinical trials for any of our product candidates, as is the case with many cancer and disease therapeutics, it is likely that there may be side effects associated with their use. Results of our trials could reveal a high and unacceptable severity and prevalence of these or other side effects. In such an event, our trials could be suspended or terminated and the FDA or other regulatory authorities could order us to cease further development of or deny approval of our product candidates for any or all targeted indications. The treatment-related side effects could affect patient recruitment or the ability of enrolled patients to complete the trial or result in potential product liability claims. Any of these occurrences may harm our business, financial condition and prospects significantly.

Further, clinical trials by their nature utilize a sample of the potential patient population. With a limited number of patients and limited duration of exposure, rare and severe side effects of our product candidates may only be uncovered with a significantly larger number of patients exposed to the product candidate. If our product candidates receive marketing approval and we or others identify undesirable side effects caused by such product candidates (or

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any other similar drugs) after such approval, a number of potentially significant negative consequences could result, including:

∎ regulatory authorities may withdraw or limit their approval of such product candidates;

∎ regulatory authorities may require the addition of labeling statements, such as a “boxed” warning or a contraindication;

∎ we may be required to create a medication guide outlining the risks of such side effects for distribution to patients;

∎ we may be required to change the way such product candidates are distributed or administered, conduct additional clinical trials or change the labeling of the product candidates;

∎ regulatory authorities may require a Risk Evaluation and Mitigation Strategy, or REMS, plan to mitigate risks, which could include medication guides, physician communication plans, or elements to assure safe use, such as restricted distribution methods, patient registries and other risk minimization tools;

∎ we may be subject to regulatory investigations and government enforcement actions;

∎ we may decide to remove such product candidates from the marketplace;

∎ we could be sued and held liable for injury caused to individuals exposed to or taking our product candidates; and

∎ our reputation may suffer.

We believe that any of these events could prevent us from achieving or maintaining market acceptance of the affected product candidates and could substantially increase the costs of commercializing our product candidates, if approved, and significantly impact our ability to successfully commercialize our product candidates and generate revenues.

We may seek priority review designation for one or more of our other product candidates, but we might not receive such designation, and even if we do, such designation may not lead to a faster development or regulatory review or approval process.

If the FDA determines that a product candidate offers a treatment for a serious condition and, if approved, the product would provide a significant improvement in safety or effectiveness, the FDA may designate the product candidate for priority review. A priority review designation means that the goal for the FDA to review an application is six months, rather than the standard review period of ten months. We may request priority review for our product candidates. The FDA has broad discretion with respect to whether or not to grant priority review status to a product candidate, so even if we believe a particular product candidate is eligible for such designation or status, the FDA may decide not to grant it. Moreover, a priority review designation does not necessarily result in expedited development or regulatory review or approval process or necessarily confer any advantage with respect to approval compared to conventional FDA procedures. Receiving priority review from the FDA does not guarantee approval within the six-month review cycle or at all.

We may fail to obtain, and if obtained, maintain, orphan drug designations from the FDA for our current and future product candidates, as applicable.

We may file for orphan drug designation where available for our product candidates. Under the Orphan Drug Act, the FDA may grant orphan drug designation to a drug or biologic intended to treat a rare disease or condition, which is defined as one occurring in a patient population of fewer than 200,000 in the United States, or a patient population greater than 200,000 in the United States where there is no reasonable expectation that the cost of developing the drug or biologic will be recovered from sales in the United States. In the United States, orphan drug designation entitles a party to financial incentives, such as opportunities for grant funding toward clinical trial costs, tax advantages and user-fee waivers. In addition, if a product that has orphan drug designation subsequently receives the first FDA approval for the disease for which it has such designation, the product is entitled to orphan drug exclusivity, which means that the FDA may not approve any other applications, including a full new drug application, or NDA, or BLA, to market the same drug or biologic for the same indication for seven years, except in limited circumstances, such as a showing of clinical superiority to the product with orphan drug exclusivity or where the original manufacturer is unable to assure sufficient product quantity.

In addition, exclusive marketing rights in the United States may be limited if we seek approval for an indication broader than the orphan-designated indication or may be lost if the FDA later determines that the request for

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designation was materially defective or if we are unable to assure sufficient quantities of the product to meet the needs of patients with the orphan designated disease or condition. Further, even if we obtain orphan drug exclusivity for a product, that exclusivity may not effectively protect the product from competition because different drugs with different active moieties may receive and be approved for the same condition, and only the first applicant to receive approval will receive the benefits of marketing exclusivity. Even after an orphan-designated product is approved, the FDA can subsequently approve a later drug with the same active moiety for the same condition if the FDA concludes that the later drug is clinically superior if it is shown to be safer, more effective or makes a major contribution to patient care. Orphan drug designation neither shortens the development time or regulatory review time of a drug, nor gives the drug any advantage in the regulatory review or approval process. In addition, while we may seek orphan drug designation for our product candidates, we may never receive such designations.

While we have not yet sought any regulatory approval for any product candidate, the FDA, the EMA and other regulatory authorities may implement additional regulations or restrictions on the development and commercialization of our product candidates, which may be difficult to predict.

The FDA, the EMA and regulatory authorities in other countries have each expressed interest in further regulating biotechnology products. Agencies at both the federal and state level in the United States, as well as the U.S. Congressional committees and other governments or governing agencies, have also expressed interest in further regulating the biotechnology industry. At present, we have not sought approval from any such regulatory authority, but such further regulation may delay or prevent commercialization of one or more of our product candidates. Adverse developments in clinical trials of any therapeutic candidates leveraging exosomes conducted by others may cause the FDA or other oversight bodies to change the requirements for approval of our product candidates. Similarly, the EMA governs the development of therapeutic candidates in the European Union and may issue new guidelines concerning the development and marketing authorization for therapeutic candidates and require that we comply with these new guidelines. These regulatory review agencies and committees and the new requirements or guidelines they promulgate may lengthen the regulatory review process, require us to perform additional studies or trials, increase our development costs, lead to changes in regulatory positions and interpretations, delay or prevent approval and commercialization of our product candidates or lead to significant post-approval limitations or restrictions. As we advance our product candidates, we will be required to consult with these regulatory agencies and comply with applicable requirements and guidelines. If we fail to do so, we may be required to delay or discontinue development of such product candidates. These additional processes may result in a review and approval process that is longer than we otherwise would have expected. Delays as a result of an increased or lengthier regulatory approval process or further restrictions on the development of our product candidates can be costly and could negatively impact our ability to complete clinical trials and commercialize our current and future product candidates in a timely manner, if at all.

Even if we receive regulatory approval of any product candidates or therapies, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our product candidates.

If any of our present or future product candidates are approved, they will be subject to ongoing regulatory requirements for manufacturing, labeling, packaging, storage, advertising, promotion, sampling, record-keeping, export, import, conduct of post-marketing studies and submission of safety, efficacy and other post-market information, including both federal and state requirements in the United States and requirements of other regulatory authorities. In addition, we will be subject to continued compliance with good manufacturing practices, or cGMP, and good clinical practices, or GCP, requirements for any clinical trials that we conduct post-approval.

Manufacturers and manufacturers’ facilities are required to comply with extensive FDA, and other regulatory authority requirements, including ensuring that quality control and manufacturing procedures conform to cGMP regulations. As such, we and our contract manufacturers will be subject to continual review and inspections to assess compliance with cGMP and adherence to commitments made in any BLA, other marketing application, and previous responses to inspection observations. Accordingly, we and others with whom we work must continue to expend time, money, and effort in all areas of regulatory compliance, including manufacturing, production and quality control.

Any regulatory approvals that we receive for our present or future product candidates may be subject to limitations on the approved indicated uses for which the product may be marketed or to the conditions of approval, or contain requirements for potentially costly post-marketing testing, including Phase 4 clinical trials and surveillance to

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monitor the safety and efficacy of the product candidate. The FDA may also require a risk evaluation and mitigation strategies, or REMS, program as a condition of approval of our product candidates, which could entail requirements for long-term patient follow-up, a medication guide, physician communication plans or additional elements to ensure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. In addition, if the FDA or another regulatory authority approves our product candidates, we will have to comply with requirements including submissions of safety and other post-marketing information and reports and registration.

The FDA may impose consent decrees or withdraw approval if compliance with regulatory requirements and standards is not maintained or if problems occur after the product reaches the market. Later discovery of previously unknown problems with our product candidates, including adverse events of unanticipated severity or frequency, or with our third-party manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result in revisions to the approved labeling to add new safety information; imposition of post-market studies or clinical trials to assess new safety risks; or imposition of distribution restrictions or other restrictions under a REMS program. Other potential consequences include, among other things:

∎ restrictions on the marketing or manufacturing of our products, withdrawal of the product from the market or voluntary or mandatory product recalls;

∎ warning letters or holds on clinical trials;

∎ fines, restitution or disgorgement of profits or revenue;

∎ refusal by the FDA to approve pending applications or supplements to approved applications filed by us or suspension or revocation of license approvals;

∎ product seizure or detention or refusal to permit the import or export of our product candidates; and

∎ injunctions or the imposition of civil or criminal penalties.

The FDA strictly regulates marketing, labeling, advertising, and promotion of products that are placed on the market. Products may be promoted only for the approved indications and in accordance with the provisions of the approved label. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses and a company that is found to have improperly promoted off-label uses may be subject to significant liability. The policies of the FDA and of other regulatory authorities may change and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of our product candidates. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained which would adversely affect our business, prospects and ability to achieve or sustain profitability.

We also cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative or executive action, either in the United States or abroad. For example, certain policies of the current administration may impact our business and industry. Namely, the current administration has taken several executive actions, including the issuance of a number of executive orders, that could impose significant burdens on, or otherwise materially delay, the FDA’s ability to engage in routine regulatory and oversight activities, such as implementing statutes through rulemaking, issuance of guidance and review and approval of marketing applications. It is difficult to predict how these executive actions, including any executive orders, will be implemented, and the extent to which they will impact the FDA’s ability to exercise its regulatory authority. If these executive actions impose constraints on FDA’s ability to engage in oversight and implementation activities in the normal course, our business may be negatively impacted.

We and our contract manufacturers are subject to significant regulation with respect to the manufacturing of our current and future product candidates. The manufacturing facilities on which we rely may not continue to meet regulatory requirements and have limited capacity.

We currently have relationships with a limited number of suppliers for the manufacturing of our product candidates. Each supplier may require licenses to manufacture such components if such processes are not owned by the supplier or in the public domain and we may be unable to transfer or sublicense the intellectual property rights we may have with respect to such activities.

All entities involved in the preparation of therapeutics for clinical studies or commercial sale, including our existing contract manufacturers for our product candidates, are subject to extensive regulation. Components of a finished

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therapeutic product approved for commercial sale or used in late-stage clinical studies must be manufactured in accordance with cGMP. These regulations govern manufacturing processes and procedures (including record keeping) and the implementation and operation of quality systems to control and assure the quality of investigational products and products approved for sale. Poor control of production processes can lead to the introduction of adventitious agents or other contaminants, or to inadvertent changes in the properties or stability of our product candidates that may not be detectable in final product testing. We or our existing and future contract manufacturers must supply all necessary documentation in support of a BLA on a timely basis and must adhere to the FDA’s good laboratory practices, or GLP, and cGMP regulations enforced by the FDA through its facilities inspection program. Some of our contract manufacturers have not produced a commercially-approved product and therefore have not obtained the requisite FDA approvals to do so. Our facilities and quality systems and the facilities and quality systems of some or all of our third-party contractors must pass a pre-approval inspection for compliance with the applicable regulations as a condition of regulatory approval of our product candidates or any of our other potential products. In addition, the regulatory authorities may, at any time, audit or inspect a manufacturing facility involved with the preparation of our product candidates or our other potential products or the associated quality systems for compliance with the regulations applicable to the activities being conducted. If these facilities do not pass a pre-approval plant inspection, FDA approval of the products will not be granted.

The regulatory authorities also may, at any time following approval of a product for sale, audit our manufacturing facilities or those of our third-party contractors. If any such inspection or audit identifies a failure to comply with applicable regulations or if a violation of our product specifications or applicable regulations occurs independent of such an inspection or audit, we or the relevant regulatory authority may require remedial measures that may be costly and/or time-consuming for us or a third party to implement and that may include the temporary or permanent suspension of a clinical study or commercial sales or the temporary or permanent closure of a facility. Any such remedial measures imposed upon us or third parties with whom we contract could materially harm our business.

If we or any of our third-party manufacturers fail to maintain regulatory compliance, the FDA can impose regulatory sanctions including, among other things, refusal to approve a pending application for a new drug product or biologic product, or revocation of a pre-existing approval. As a result, our business, financial condition and results of operations may be materially harmed.

Additionally, if supply from one approved manufacturer is interrupted, there could be a significant disruption in commercial supply. An alternative manufacturer would need to be qualified through a BLA supplement which could result in further delay. The regulatory agencies may also require additional studies if a new manufacturer is relied upon for commercial production. Switching manufacturers may involve substantial costs and could result in a delay in our desired clinical and commercial timelines.

These factors could cause the delay of clinical studies, regulatory submissions, required approvals or commercialization of our product candidates, cause us to incur higher costs and prevent us from commercializing our products successfully. Furthermore, if our suppliers fail to meet contractual requirements, and we are unable to secure one or more replacement suppliers capable of production at a substantially equivalent cost, our clinical studies may be delayed.

Healthcare insurance coverage and reimbursement may be limited or unavailable in certain market segments for our product candidates, if approved, which could make it difficult for us to sell any product candidates or therapies profitably.

The success of our product candidates, if approved, depends on the availability of adequate coverage and reimbursement from third-party payors. In addition, because our product candidates represent new approaches to the treatment of the cancers and diseases they target, we cannot be sure that coverage and reimbursement will be available for, or accurately estimate the potential revenue from, our product candidates or assure that coverage and reimbursement will be available for any product that we may develop.

Patients who are provided medical treatment for their conditions generally rely on third-party payors to reimburse all or part of the costs associated with their treatment. Adequate coverage and reimbursement from governmental healthcare programs, such as Medicare and Medicaid, and commercial payors, such as private health insurers and health maintenance organizations, are critical to new product acceptance.

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Government authorities and other third-party payors decide which drugs and treatments they will cover and the amount of reimbursement. Coverage and reimbursement by a third-party payor may depend upon a number of factors, including the third-party payor’s determination that use of a product is:

∎ a covered benefit under its health plan;

∎ safe, effective and medically necessary;

∎ appropriate for the specific patient;

∎ cost-effective; and

∎ neither experimental nor investigational.

In the United States, no uniform policy of coverage and reimbursement for products exists among third-party payors. As a result, obtaining coverage and reimbursement approval of a product from a government or other third-party payor is a time consuming and costly process that could require us to provide to each payor supporting scientific, clinical and cost effectiveness data for the use of our products on a payor-by-payor basis, with no assurance that coverage and adequate reimbursement from third-party payors will be obtained. There is significant uncertainty related to the insurance coverage and reimbursement of newly approved products. In the United States, the principal decisions about reimbursement for new medicines are typically made by the Centers for Medicare & Medicaid Services, or CMS, an agency within the U.S. Department of Health and Human Services, as CMS decides whether and to what extent a new medicine will be covered and reimbursed under Medicare. Private payors tend to follow CMS to a substantial degree. Even if we obtain coverage for a given product, the resulting reimbursement payment rates might not be adequate for us to achieve or sustain profitability or may require co-payments that patients find unacceptably high.

Additionally, third-party payors may not cover, or provide adequate reimbursement for, long-term follow-up evaluations required following the use of product candidates. Patients are unlikely to use our product candidates unless coverage is provided and reimbursement is adequate to cover a significant portion of the cost of our product candidates. Because our product candidates may have a higher cost of goods than conventional therapies, and may require long-term follow-up evaluations, the risk that coverage and reimbursement rates may be inadequate for us to achieve profitability may be greater. There is significant uncertainty related to insurance coverage and reimbursement of newly approved products. It is difficult to predict at this time what third-party payors will decide with respect to the coverage and reimbursement for our product candidates.

Payment methodologies may be subject to changes in healthcare legislation and regulatory initiatives. For example, the Middle Class Tax Relief and Job Creation Act of 2012 required that CMS reduce the Medicare clinical laboratory fee schedule by 2% in 2013, which served as a base for 2014 and subsequent years. In addition, effective January 1, 2014, CMS also began bundling the Medicare payments for certain laboratory tests ordered while a patient received services in a hospital outpatient setting. Additional state and federal healthcare reform measures are expected to be adopted in the future, any of which could limit the amounts that federal and state governments will pay for healthcare products and services, which could result in reduced demand for certain pharmaceutical products or additional pricing pressures.

Moreover, increasing efforts by governmental and third-party payors in the United States and abroad to cap or reduce healthcare costs may cause such organizations to limit both coverage and the level of reimbursement for newly approved products and, as a result, they may not cover or provide adequate payment for our product candidates. There has been increasing legislative and enforcement interest in the United States with respect to specialty drug pricing practices. We expect to experience pricing pressures in connection with the sale of any of our product candidates due to the trend toward managed healthcare, the increasing influence of health maintenance organizations, cost containment initiatives and additional legislative changes.

Ongoing healthcare legislative and regulatory reform measures may have a material adverse effect on our business and results of operations.

Changes in regulations, statutes or the interpretation of existing regulations could impact our business in the future by requiring, for example: (i) changes to our manufacturing arrangements; (ii) additions or modifications to product labeling; (iii) the recall or discontinuation of our products; or (iv) additional record-keeping requirements. If any such changes were to be imposed, they could adversely affect the operation of our business.

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In the United States, there have been and continue to be a number of legislative initiatives to contain healthcare costs. For example, in March 2010, the Patient Protection and Affordable Care Act, or the ACA, was passed, which substantially changes the way healthcare is financed by both governmental and private insurers, and significantly impacts the U.S. pharmaceutical industry. The ACA, among other things, subjects biological products to potential competition by lower-cost biosimilars, addressed a new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for drugs that are inhaled, infused, instilled, implanted or injected, increased the minimum Medicaid rebates owed by manufacturers under the Medicaid Drug Rebate Program and extended the rebate program to individuals enrolled in Medicaid managed care organizations, established annual fees and taxes on manufacturers of certain branded prescription drugs, and created a new Medicare Part D coverage gap discount program, in which manufacturers must agree to offer 70% point-of-sale discounts off negotiated prices of applicable brand drugs to eligible beneficiaries during their coverage gap period, as a condition for the manufacturer’s outpatient drugs to be covered under Medicare Part D.

Some of the provisions of the ACA have yet to be fully implemented, while certain provisions have been subject to judicial and Congressional challenges, as well as efforts by the current administration to repeal or replace certain aspects of the ACA. Since January 2017, President Trump has signed two Executive Orders designed to delay the implementation of certain provisions of the ACA or otherwise circumvent some of the requirements for health insurance mandated by the ACA. Concurrently, Congress has considered legislation that would repeal or repeal and replace all or part of the ACA. While Congress has not passed comprehensive repeal legislation, two bills affecting the implementation of certain taxes under the ACA have been signed into law. The TCJA includes a provision repealing, effective January 1, 2019, the tax-based shared responsibility payment imposed by the ACA on certain individuals who fail to maintain qualifying health coverage for all or part of a year that is commonly referred to as the “individual mandate.” Additionally, on January 22, 2018, President Trump signed a continuing resolution on appropriations for fiscal year 2018 that delayed the implementation of certain fees mandated by the ACA, including the so-called “Cadillac” tax on certain high cost employer-sponsored insurance plans, the annual fee imposed on certain health insurance providers based on market share, and the medical device excise tax on non-exempt medical devices. Further, the Bipartisan Budget Act of 2018, or the BBA, among other things, amended the ACA, effective January 1, 2019, to close the coverage gap in most Medicare drug plans, commonly referred to as the “donut hole.” In July 2018, CMS published a final rule permitting further collections and payments to and from certain ACA qualified health plans and health insurance issuers under its risk adjustment program in response to the outcome of federal district court litigation regarding the method CMS uses to determine this risk adjustment. On December 14, 2018, a Texas U.S. District Court Judge ruled that the ACA is unconstitutional in its entirety because the “individual mandate” tax penalty was repealed by the U.S. Congress as part of the TCJA. While the Texas U.S. District Court Judge, as well as the Trump administration and CMS, have stated that the ruling will have no immediate effect pending appeal of the decision, it is unclear how this decision, subsequent appeals, and other efforts to repeal and replace the ACA will impact the ACA.

In addition, other legislative changes have been proposed and adopted in the United States since the ACA was enacted. The Budget Control Act of 2011, among other things, created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable to reach required goals, thereby triggering the legislation’s automatic reduction to several government programs. This includes aggregate reductions of Medicare payments to providers up to 2% per fiscal year. These reductions will remain in effect through 2027 unless additional Congressional action is taken.

These laws, and future state and federal healthcare reform measures may be adopted in the future, any of which may result in additional reductions in Medicare and other healthcare funding and otherwise affect the prices we may obtain for any of our product candidates for which we may obtain regulatory approval or the frequency with which any such product candidate is prescribed or used.

Specifically, there have been several recent U.S. Congressional inquiries and proposed federal and state legislation designed to, among other things, bring more transparency to drug pricing, reduce the cost of prescription drugs under Medicare, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drugs. At the federal level, the Trump administration’s budget proposal

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for fiscal year 2019 contained additional drug price control measures that could be enacted during the 2019 budget process or in other future legislation, including, for example, measures to permit Medicare Part D plans to negotiate the price of certain drugs under Medicare Part B, to allow some states to negotiate drug prices under Medicaid and to eliminate cost sharing for generic drugs for low-income patients. The Trump administration also released a “Blueprint” to lower drug prices and reduce out of pocket costs of drugs that contains additional proposals to increase manufacturer competition, increase the negotiating power of certain federal healthcare programs, incentivize manufacturers to lower the list price of their products and reduce the out of pocket costs of drug products paid by consumers. For example, in September 2018, CMS announced that it will allow Medicare Advantage Plans the option to use step therapy for Part B drugs beginning January 1, 2019, and on January 31, 2019, the Department of Health and Human Services Office of Inspector General proposed modifications to the federal anti-kickback Statute discount safe harbors for the purpose of reducing the cost of drug products to consumers which, among other things, if finalized, will affect discounts paid by manufacturers to Medicare Part D plans, Medicaid managed care organizations and pharmacy benefit managers working with these organizations. While some of these and other proposed measures may require additional authorization to become effective, Congress and the Trump administration have each indicated that it will continue to seek new legislative and/or administrative measures to control drug costs. At the state level, legislatures are increasingly passing legislation and implementing regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing.

European Union drug marketing and reimbursement regulations may materially affect our ability to market and receive coverage for our products in the European member states.

We intend to seek approval to market our product candidates in both the United States and in selected foreign jurisdictions. If we obtain approval in one or more foreign jurisdictions for our product candidates, we will be subject to rules and regulations in those jurisdictions. In some foreign countries, particularly those in the European Union, the pricing of pharmaceutical products is subject to governmental control and other market regulations which could put pressure on the pricing and usage of our product candidates. In these countries, pricing negotiations with governmental authorities can take considerable time after obtaining marketing approval of a product candidate. In addition, market acceptance and sales of our product candidates will depend significantly on the availability of adequate coverage and reimbursement from third-party payors for our product candidates and may be affected by existing and future healthcare reform measures.

Much like the Anti-Kickback Statute prohibition in the United States, the provision of benefits or advantages to physicians to induce or encourage the prescription, recommendation, endorsement, purchase, supply, order or use of medicinal products is also prohibited in the European Union. The provision of benefits or advantages to physicians is governed by the national anti-bribery laws of European Union Member States, such as the UK Bribery Act 2010. Infringement of these laws could result in substantial fines and imprisonment.

Payments made to physicians in certain European Union Member States must be publicly disclosed. Moreover, agreements with physicians often must be the subject of prior notification and approval by the physician’s employer, his or her competent professional organization and/or the regulatory authorities of the individual European Union Member States. These requirements are provided in the national laws, industry codes or professional codes of conduct, applicable in the European Union Member States. Failure to comply with these requirements could result in reputational risk, public reprimands, administrative penalties, fines or imprisonment.

In addition, in most foreign countries, including the European Economic Area, the proposed pricing for a drug must be approved before it may be lawfully marketed. The requirements governing drug pricing and reimbursement vary widely from country to country. For example, the European Union provides options for its member states to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. Reference pricing used by various European Union member states and parallel distribution, or arbitrage between low-priced and high-priced member states, can further reduce prices. A member state may approve a specific price for the medicinal product or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market. In some countries, we may be required to conduct a clinical trial or other studies that compare the cost-effectiveness of any

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of our product candidates to other available therapies in order to obtain or maintain reimbursement or pricing approval. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing arrangements for any of our products. Historically, products launched in the European Union do not follow price structures of the United States and generally prices tend to be significantly lower. Publication of discounts by third-party payors or authorities may lead to further pressure on the prices or reimbursement levels within the country of publication and other countries. If pricing is set at unsatisfactory levels or if reimbursement of our products is unavailable or limited in scope or amount, our revenues from sales by us or our strategic partners and the potential profitability of any of our product candidates in those countries would be negatively affected.

We face risks related to our collection and use of data, which could result in investigations, inquiries, litigation, fines, legislative and regulatory action and negative press about our privacy and data protection practices.

Our business processes personal data, including data related to health. When conducting clinical trials, we face risks associated with collecting trial participants’ data, especially health data, in a manner consistent with applicable laws and regulations, such as the common rules for the control and authorization for clinical trials in the EU, GCP requirements, or FDA human subject protection regulations. We also face risks inherent in handling large volumes of data and in protecting the security of such data. We could be subject to attacks on our systems by outside parties or fraudulent or inappropriate behavior by our service providers or employees. Third parties may also gain access to users’ accounts using stolen or inferred credentials, computer malware, viruses, spamming, phishing attacks or other means, and may use such access to obtain users’ personal data or prevent use of their accounts. For example, in 2019, we experienced a phishing incident where one employee’s email account was accessed by an unauthorized third party. We initiated an investigation, which is still ongoing, to determine whether further action is required under either U.S. or state law. The incident did not have a material impact on our business or financial condition. While we believe we responded appropriately, including implementing remedial measures with the goal of preventing similar such events in the future, there can be no assurance that we will be successful in these remedial and preventative measures or be successful in mitigating the effects of future incidents or cyber-attacks. Data breaches could result in a violation of applicable U.S. and international privacy, data protection and other laws, and subject us to individual or consumer class action litigation and governmental investigations and proceedings by federal, state and local regulatory entities in the United States and by international regulatory entities, resulting in exposure to material civil and/or criminal liability. Further, our general liability insurance and corporate risk program may not cover all potential claims to which we are exposed and may not be adequate to indemnify us for all liability that may be imposed.

This risk is enhanced in certain jurisdictions and, as we expand our operations domestically and internationally, we may be subject to additional laws in other jurisdictions. Any failure, or perceived failure, by us to comply with privacy and data protection laws, rules and regulations could result in proceedings or actions against us by governmental entities or others. These proceedings or actions may subject us to significant penalties and negative publicity, require us to change our business practices, increase our costs and severely disrupt our business. For example, in the United States, California recently adopted the California Consumer Privacy Act of 2018, which will come into effect beginning in January 2020. The GDPR, discussed below, became effective in May 2018. If any of these events were to occur, our business and financial results could be adversely affected. Other jurisdictions besides the US and the EU are similarly introducing or enhancing laws and regulations relating to privacy and data security, which enhances risks relating to compliance with such laws.

European data collection is governed by restrictive regulations governing the use, processing, and cross-border transfer of personal information.

The collection and use of personal health data in the European Union was governed by the provisions of the Data Protection Directive, which, as of May 25, 2018, has been superseded by the GDPR. While the Data Protection Directive did not apply to organizations based outside the EU, the GDPR has expanded its reach to include any business, regardless of its location, that provides goods or services to residents in the EU. This expansion would incorporate any potential clinical trial activities in EU members states. The GDPR imposes strict requirements on controllers and processors of personal data, including special protections for “sensitive information” which includes health and genetic information of data subjects residing in the EU. GDPR grants individuals the opportunity to object to the processing of their personal information, allows them to request deletion of personal information in

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certain circumstances, and provides the individual with an express right to seek legal remedies in the event the individual believes his or her rights have been violated. Further, the GDPR imposes strict rules on the transfer of personal data out of the European Union to the United States or other regions that have not been deemed to offer “adequate” privacy protections. Failure to comply with the requirements of the GDPR and the related national data protection laws of the European Union Member States, which may deviate slightly from the GDPR, may result in fines of up to 4% of global revenues, or € 20,000,000, whichever is greater. As a result of the implementation of the GDPR, we may be required to put in place additional mechanisms ensuring compliance with the new data protection rules.

Laws and regulations governing any international operations we may have in the future may preclude us from developing, manufacturing and selling certain products outside of the United States and require us to develop and implement costly compliance programs.

If we expand our operations outside of the United States, we must dedicate additional resources to comply with numerous laws and regulations in each jurisdiction in which we plan to operate. The FCPA prohibits any U.S. individual or business from paying, offering, authorizing payment or offering of anything of value, directly or indirectly, to any foreign official, political party or candidate for the purpose of influencing any act or decision of the foreign entity in order to assist the individual or business in obtaining or retaining business. The FCPA also obligates companies whose securities are listed in the United States to comply with certain accounting provisions requiring the company to maintain books and records that accurately and fairly reflect all transactions of the corporation, including international subsidiaries, and to devise and maintain an adequate system of internal accounting controls for international operations.

Compliance with the FCPA is expensive and difficult, particularly in countries in which corruption is a recognized problem. In addition, the FCPA presents particular challenges in the pharmaceutical industry, because, in many countries, hospitals are operated by the government, and doctors and other hospital employees are considered foreign officials. Certain payments to hospitals in connection with clinical trials and other work have been deemed to be improper payments to government officials and have led to FCPA enforcement actions.

Various laws, regulations and executive orders also restrict the use and dissemination outside of the United States, or the sharing with certain non-U.S. nationals, of information classified for national security purposes, as well as certain products and technical data relating to those products. If we expand our presence outside of the United States, it will require us to dedicate additional resources to comply with these laws, and these laws may preclude us from developing, manufacturing, or selling certain products and product candidates outside of the United States, which could limit our growth potential and increase our development costs.

The failure to comply with laws governing international business practices may result in substantial civil and criminal penalties and suspension or debarment from government contracting. The Securities and Exchange Commission, or SEC, also may suspend or bar issuers from trading securities on U.S. exchanges for violations of the FCPA’s accounting provisions.

We are subject to certain U.S. and foreign anti-corruption, anti-money laundering, export control, sanctions, and other trade laws and regulations. We can face serious consequences for violations.

Among other matters, U.S. and foreign anti-corruption, anti-money laundering, export control, sanctions, and other trade laws and regulations, which are collectively referred to as Trade Laws, prohibit companies and their employees, agents, clinical research organizations, legal counsel, accountants, consultants, contractors, and other partners from authorizing, promising, offering, providing, soliciting, or receiving directly or indirectly, corrupt or improper payments or anything else of value to or from recipients in the public or private sector. Violations of Trade Laws can result in substantial criminal fines and civil penalties, imprisonment, the loss of trade privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm, and other consequences. We have direct or indirect interactions with officials and employees of government agencies or government-affiliated hospitals, universities, and other organizations. We also expect our non-U.S. activities to increase in time. We plan to engage third parties for clinical trials and/or to obtain necessary permits, licenses, patent registrations, and other regulatory approvals and we can be held liable for the corrupt or other illegal activities of our personnel, agents, or partners, even if we do not explicitly authorize or have prior knowledge of such activities.

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We are subject to various laws relating to foreign investment and the export of certain technologies, and our failure to comply with these laws or adequately monitor the compliance of our suppliers and others we do business with could subject us to substantial fines, penalties and even injunctions, the imposition of which on us could have a material adverse effect on the success of our business.

We are subject to U.S. laws that regulate foreign investments in U.S. businesses and access by foreign persons to technology developed and produced in the United States. These laws include Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018, and the regulations at 31 C.F.R. Parts 800 and 801, as amended, administered by the Committee on Foreign Investment in the United States; and the Export Control Reform Act of 2018, which is being implemented in part through Commerce Department rulemakings to impose new export control restrictions on “emerging and foundational technologies” yet to be fully identified. Application of these laws, including as they are implemented through regulations being developed, may negatively impact our business in various ways, including by restricting our access to capital and markets, limiting the collaborations we may pursue, regulating the export our products, services, and technology from the United States and abroad, increasing our costs and the time necessary to obtain required authorizations and to ensure compliance and threatening monetary fines and other penalties if we do not.

Risks related to our intellectual property

If we are unable to obtain and maintain patent protection for any product candidates we develop or for our engEx Platform, our competitors could develop and commercialize products or technology similar or identical to ours, and our ability to successfully commercialize any product candidates we may develop, and our technology may be adversely affected.

Our success depends in large part on our ability to obtain and maintain patent protection in the United States and other countries with respect to the engEx Platform, our product candidates and other technologies we may develop. We seek to protect our proprietary position by in-licensing intellectual property and filing patent applications in the United States and abroad relating to our product candidates and engEx Platform, as well as other technologies that are important to our business. Given that the development of our technology and product candidates is at an early stage, our intellectual property portfolio with respect to certain aspects of our technology and product candidates is also at an early stage. We have a single issued United States composition of matter patent with claims directed to our engEx Platform technology utilized in one or more of our current engEx product candidates. We have filed or intend to file patent applications on these aspects of our technology and our product candidates; however, there can be no assurance that any such patent applications will issue as granted patents. Furthermore, in some cases, we have only filed provisional patent applications on certain aspects of our technology and product candidates and each of these provisional patent applications is not eligible to become an issued patent until, among other things, we file a non-provisional patent application within 12 months of the filing date of the applicable provisional patent application. Any failure to file a non-provisional patent application within this timeline could cause us to lose the ability to obtain patent protection for the inventions disclosed in the associated provisional patent applications.

Composition of matter patents for biological and pharmaceutical products are generally considered to be the strongest form of intellectual property protection for those types of products, as such patents provide protection without regard to any method of use. We cannot be certain, however, that the claims in our pending patent applications covering the composition of matter of our product candidates will be considered patentable by the United States Patent and Trademark Office, or the USPTO, or by patent offices in foreign countries, or that the claims in any of our issued patents will be considered valid and enforceable by courts in the United States or foreign countries. Furthermore, in some cases, we may not be able to obtain issued claims covering compositions of matter relating to the engEx Platform and our product candidates, as well as other technologies that are important to our business, and instead may need to rely on filing patent applications with claims covering a method of use and/or method of manufacture. Method of use patents protect the use of a product for the specified method. This type of patent does not prevent a competitor from making and marketing a product that is identical to our product for an indication that is outside the scope of the patented method. Moreover, even if competitors do not actively promote their products for our targeted indications, physicians may prescribe these products “off-label” for those uses that are covered by our method of use patents. Although off-label prescriptions may infringe or contribute to the infringement of method of use patents, the practice is common and such infringement can be difficult to prevent or prosecute. There can be no assurance that any such patent applications will issue as granted patents, and even if they do issue, such patent claims may be

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insufficient to prevent third parties, such as our competitors, from utilizing our technology. Any failure to obtain or maintain patent protection with respect to the engEx Platform and our product candidates could have a material adverse effect on our business, financial condition, results of operations, and prospects.

If any of our owned or in-licensed patent applications do not issue as patents in any jurisdiction, we may not be able to compete effectively.

Changes in either the patent laws or their interpretation in the United States and other countries may diminish our ability to protect our inventions, obtain, maintain, and enforce our intellectual property rights and, more generally, could affect the value of our intellectual property or narrow the scope of our owned and licensed patents. With respect to our patent portfolio, as of April 25, 2019, all of the patent rights that we own or in-license are currently pending patent applications except that we own one issued U.S. patent directed to exosomes comprising an exogenously expressed prostaglandin F2 receptor negative regulator, or PTGFRN. In addition, we may rely on third-party collaborators to file patent applications relating to proprietary technology that we develop jointly during certain collaborations. With respect to both in-licensed, owned and jointly owned intellectual property, we cannot predict whether the patent applications we, our licensors and present or future collaborators are currently pursuing or may pursue will issue as patents in any particular jurisdiction or whether the claims of any issued patents will provide sufficient protection from competitors or other third parties.

The patent prosecution process is expensive, time-consuming, and complex, and we and our collaborators may not be able to file, prosecute, maintain, enforce, or license all necessary or desirable patents and patent applications at a reasonable cost or in a timely manner. It is also possible that we will fail to identify patentable aspects of our research and development output in time to obtain patent protection. Although we enter into non-disclosure and confidentiality agreements with parties who have access to confidential or patentable aspects of our research and development output, such as our employees, corporate collaborators, outside scientific collaborators, contract research organizations, contract manufacturers, consultants, advisors and other third parties, any of these parties may breach such agreements and disclose such output before a patent application is filed, thereby jeopardizing our ability to seek patent protection. In addition, our ability to obtain and maintain valid and enforceable patents depends on whether the differences between our inventions and the prior art allow our inventions to be patentable over the prior art. Furthermore, publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Therefore, we cannot be certain that we or our licensors were the first to make the inventions claimed in any of our owned or licensed patents or pending patent applications, or that we or our licensors were the first to file for patent protection of such inventions.

If the scope of any patent protection we obtain is not sufficiently broad, or if we lose any of our patent protection, our ability to prevent our competitors from commercializing similar or identical technology and product candidates would be adversely affected.

The patent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal and factual questions, and has been the subject of much litigation in recent years. As a result, the issuance, scope, validity, enforceability, and commercial value of our patent rights are highly uncertain. Our owned or in-licensed pending and future patent applications may not result in patents being issued which protect our engEx Platform technology, our product candidates or other technologies or which effectively prevent others from commercializing competitive technologies and product candidates.

No consistent policy regarding the scope of claims allowable in patents in the biotechnology field has emerged in the United States. The patent situation outside of the United States is even more uncertain. Changes in either the patent laws or their interpretation in the United States and other countries may diminish our ability to protect our inventions and enforce our intellectual property rights, and more generally could affect the value of our intellectual property. In particular, our ability to stop third parties from making, using, selling, offering to sell, or importing products that infringe our intellectual property will depend in part on our success in obtaining and enforcing patent claims that cover our technology, inventions and improvements. With respect to both licensed and company-owned intellectual property, we cannot be sure that patents will be granted with respect to any of our pending patent applications or with respect to any patent applications filed by us in the future. Moreover, even issued patents do not provide us with the right to practice our technology in relation to the commercialization of our products. The area of patent and other intellectual property rights in biotechnology is an evolving one with many risks and uncertainties, and third parties may have blocking patents that could be used to prevent us from commercializing our patented

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product candidates and practicing our proprietary technology. Our issued patents, those that may issue in the future and those that we in-license may be challenged, invalidated, or circumvented, which could limit our ability to stop competitors from marketing related products or limit the length of the term of patent protection that we may have for our product candidates. Furthermore, our competitors may independently develop similar technologies. For these reasons, we may have competition for our product candidates. Moreover, because of the extensive time required for development, testing and regulatory review of a potential product, it is possible that, before any particular product candidate can be commercialized, any related patent may expire or remain in force for only a short period following commercialization, thereby reducing any advantage of the patent.

Moreover, the coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after issuance. Even if patent applications we own or license issue as patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors or other third parties from competing with us, or otherwise provide us with any competitive advantage. Consequently, we do not know whether the engEx Platform, our product candidates or other technologies will be protectable or remain protected by valid and enforceable patents. Our competitors or other third parties may be able to circumvent our patents by developing similar or alternative technologies or products in a non-infringing manner which could materially adversely affect our business, financial condition, results of operations and prospects.

The issuance of a patent is not conclusive as to its inventorship, scope, validity, or enforceability, and patents that we own or license may be challenged in the courts or patent offices in the United States and abroad. We or our licensors may be subject to a third party preissuance submission of prior art to the USPTO or to foreign patent authorities or become involved in opposition, derivation, revocation, reexamination, post-grant and inter partes review, or interference proceedings or other similar proceedings challenging our owned or licensed patent rights. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate or render unenforceable, our owned or in-licensed patent rights, allow third parties to commercialize the engEx Platform, our product candidates or other technologies and compete directly with us, without payment to us, or result in our inability to manufacture or commercialize products without infringing third-party patent rights. Moreover, we, or one of our licensors, may have to participate in interference proceedings declared by the USPTO to determine priority of invention or in post-grant challenge proceedings, such as oppositions in a foreign patent office, that challenge our or our licensor’s priority of invention or other features of patentability with respect to our owned or in-licensed patents and patent applications. Such challenges may result in loss of patent rights, loss of exclusivity, or in patent claims being narrowed, invalidated, or held unenforceable, which could limit our ability to stop others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of the engEx Platform, our product candidates and other technologies. Such proceedings also may result in substantial cost and require significant time from our scientists and management, even if the eventual outcome is favorable to us. Moreover, if the breadth or strength of protection provided by our patents and patent applications is threatened, regardless of the outcome, it could dissuade companies from collaborating with us to license, develop or commercialize current or future product candidates.

In addition, given the amount of time required for the development, testing, and regulatory review of new product candidates, patents protecting such product candidates might expire before or shortly after such product candidates are commercialized. As a result, our intellectual property may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

We may in the future co-own intellectual property rights relating to the engEx Platform and our future product candidates with third parties. In addition, our licensors may co-own the patent rights we in-license with other third parties with whom we do not have a direct relationship. Our exclusive rights to certain of these patent rights are dependent, in part, on inter-institutional or other operating agreements between the joint owners of such patent rights, who are not parties to our license agreements. For example, under our Patent and Technology License Agreement, as amended, or the MDACC License, with the University of Texas MD Anderson Cancer Center, or MDACC, and Beth Israel Deaconess Medical Center, or BID, we license certain patent rights co-owned by MDACC and BID. Our rights to BID’s interest in such patent rights depends on an inter-institutional agreement between MDACC and BID, pursuant to which MDACC controls the licensing of such patent rights. If our licensors do not have exclusive control of the grant of licenses under any such third-party co-owners’ interest in such patent rights or we are otherwise unable to secure such exclusive rights, such co-owners may be able to license their rights to other third parties, including our

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competitors, and our competitors could market competing products and technology. In addition, we may need the cooperation of any such co-owners of our patent rights in order to enforce such patent rights against third parties, and such cooperation may not be provided to us. Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects.

Our rights to develop and commercialize our product candidates and engEx Platform may be subject, in part, to the terms and conditions of licenses granted to us by others.

We rely upon licenses to certain patent rights and proprietary technology from third parties that are important or necessary to the development of our product candidates and engEx Platform. Patent rights that we in-license may be subject to a reservation of rights by one or more third parties. For example, our in-licensed patent rights from MDACC under the MDACC License were funded in part by the U.S. government. As a result, the U.S. government may have certain rights to such intellectual property. See the section titled “Business—Licenses” for additional information.

In-licenses from third parties for patent rights may also be co-exclusive. For example, under our license agreement with Kayla Therapeutics S.A.S., or Kayla, our in-licensed patent rights are co-exclusive and Kayla retains the right to research, develop, manufacture and commercialize certain compounds and products, subject to certain restrictions including a six year exclusivity provision that prohibits Kayla from researching, developing, manufacturing and commercializing any STING agonist compounds and products in connection with exosomes.

In addition, subject to the terms of any such license agreements, we may not have the right to control the enforcement, and defense of patents and patent applications covering the technology that we license from third parties in the future. We cannot be certain that, if applicable, our future in-licensed patent applications (and any patents issuing therefrom) that are controlled by our licensors will be prepared, filed, prosecuted, maintained, enforced, and defended in a manner consistent with the best interests of our business. If our licensors fail to prosecute, maintain, enforce, and defend such patent rights, or lose rights to those patent applications (or any patents issuing therefrom), the rights we have licensed may be reduced or eliminated, our right to develop and commercialize the engEx Platform and any of our product candidates that are the subject of such licensed rights could be adversely affected, and we may not be able to prevent competitors from making, using and selling competing products. Moreover, we cannot be certain that such activities by our licensors will be conducted in compliance with applicable laws and regulations or will result in valid and enforceable patents or other intellectual property rights. In addition, even where we have the right to control patent prosecution of patents and patent applications we have licensed to and from third parties, we may still be adversely affected or prejudiced by actions or inactions of our licensees, our licensors and their counsel that took place prior to the date upon which we assumed control over patent prosecution.

Some intellectual property may have been discovered through government funded programs and thus may be subject to federal regulations such as “march-in” rights, certain reporting requirements and a preference for U.S.-based companies. Compliance with such regulations may limit our exclusive rights, and limit our ability to contract with non-U.S. manufacturers.

Our in-licensed patent rights from MDACC under the MDACC License were funded in part by the U.S. government and are therefore subject to certain federal regulations. When new technologies are developed with U.S. government funding, the U.S. government generally obtains certain rights in any resulting patents, including a non-exclusive license authorizing the U.S. government to use the invention or to have others use the invention on its behalf. The U.S. government’s rights may also permit it to disclose the funded inventions and technology to third parties and to exercise march-in rights to use or allow third parties to use the technology we have licensed that was developed using U.S. government funding. The U.S. government may exercise its march-in rights if it determines that action is necessary because we fail to achieve practical application of the government-funded technology, or because action is necessary to alleviate health or safety needs, to meet requirements of federal regulations, or to give preference to U.S. industry. In addition, our rights in such inventions may be subject to certain requirements to manufacture products embodying such inventions in the United States in certain circumstances and if this requirement is not waived, any exercise by the U.S. government of such rights or by any third party of its reserved rights could have a material adverse effect on our competitive position, business, financial condition, results of operations, and prospects.

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If we fail to comply with our obligations in the agreements under which we license intellectual property rights from third parties or otherwise experience disruptions to our business relationships with our licensors, we could lose license rights that are important to our business.

The MDACC License and the Kayla license impose, and we expect our future license agreements will impose, various development, diligence, commercialization, and other obligations on us to maintain the licenses. Despite our efforts, MDACC, Kayla or a future licensor might conclude that we have materially breached our obligations under such license agreements and seek to terminate the license agreements, thereby removing or limiting our ability to develop and commercialize products and technology covered by these license agreements. If these in-licenses are terminated, or if the underlying patent rights licensed thereunder fail to provide the intended exclusivity, competitors or other third parties would have the freedom to seek regulatory approval of, and to market, products identical to ours and we may be required to cease our development and commercialization of the engEx Platform or certain of our product candidates. Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects. Moreover, disputes may arise regarding intellectual property subject to a licensing agreement, including:

∎ the scope of rights granted under the license agreement and other interpretation-related issues;

∎ the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;

∎ the sublicensing of patent and other rights under our collaborative development relationships;

∎ our diligence obligations under the license agreement and what activities satisfy those diligence obligations;

∎ the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners;

∎ whether and the extent to which inventors are able to contest the assignment of their rights to our licensors; and

∎ the priority of invention of patented technology.

The agreements under which we currently license intellectual property or technology from third parties are complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology, or increase what we believe to be our financial or other obligations under the relevant agreement, either of which could have a material adverse effect on our business, financial condition, results of operations, and prospects. Moreover, if disputes over intellectual property that we have licensed or will license prevent or impair our ability to maintain our current licensing arrangements on commercially acceptable terms, we may be unable to continue to utilize our engEx Platform or successfully develop and commercialize the affected product candidates, which could have a material adverse effect on our business, financial conditions, results of operations, and prospects.

We may be obligated to make “success” payments upon the achievement of certain price targets in connection with a corporate financing or change in control transaction, pursuant to our license agreement with the MD Anderson Center for Cancer.

Pursuant to the terms of the MDACC License, we are obligated to make a one-time payment to MDACC of amounts ranging from $20 million to $150 million, if by November 12, 2019, we are acquired or we close an equity financing, which includes this offering, and the price per share in such acquisition or equity financing is equal to or in excess of the agreed upon price triggers equating to company valuations of approximately $1.4 billion to $5.8 billion. If these payments were to be triggered, we may elect, at our sole discretion, to make such payments in cash or by the issuance of our common stock. Further, all amounts paid to MDACC for royalties, milestones, and sublicensing consideration will be credited against any such payments that become due.

We are required to pay royalties under our license agreements with third-party licensors, and we must use commercially reasonable diligence efforts and meet milestones to maintain our license rights.

Under our in-license agreement with Kayla, as well as our license agreement with MDACC, we will be required to pay royalties based on our annual net sales from sales of our products covered by a valid claim of the licensed patent rights and these royalty payments could adversely affect the overall profitability for us of any products that we may seek to commercialize. In addition, under our license agreement with Kayla, we have certain diligence obligations, which include using commercially reasonable efforts to develop and commercialize products under the licensed

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patent rights, including using commercially reasonable efforts to draft and file an IND on or before June 30, 2020 and to initiate a cohort extension study of a Phase 1/2 thereafter. We may not be successful in meeting these obligations in the future on a timely basis or at all. Our failure to meet these obligations may give Kayla the right to terminate our license rights.

We may not be able to protect our intellectual property and proprietary rights throughout the world.

Filing, prosecuting, and defending patents on our product candidates and other technologies in all countries throughout the world would be prohibitively expensive, and the laws of foreign countries may not protect our rights to the same extent as the laws of the United States. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where we have patent protection but enforcement is not as strong as that in the United States. These products may compete with our products, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets, and other intellectual property protection, particularly those relating to biotechnology products, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our intellectual property and proprietary rights generally. Proceedings to enforce our intellectual property and proprietary rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly, could put our patent applications at risk of not issuing, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property and proprietary rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

Many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If we or any of our licensors is forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business, financial condition, results of operations, and prospects may be adversely affected. Patent protection must ultimately be sought on a country-by-country basis, which is an expensive and time-consuming process with uncertain outcomes. Accordingly, we may choose not to seek patent protection in certain countries, and we will not have the benefit of patent protection in such countries.

Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment, and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance fees, renewal fees, annuity fees, and various other government fees on patents and applications will be due to be paid to the USPTO and various government patent agencies outside of the United States over the lifetime of our owned or licensed patents and applications. In certain circumstances, we rely on our licensing partners to pay these fees due to U.S. and non-U.S. patent agencies. The USPTO and various non-U.S. government agencies require compliance with several procedural, documentary, fee payment, and other similar provisions during the patent application process. We are also dependent on our licensors to take the necessary action to comply with these requirements with respect to our licensed intellectual property. In some cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. There are situations, however, in which non-compliance can result in abandonment or lapse of the patent or patent application, resulting in a partial or complete loss of patent rights in the relevant jurisdiction. In such an event, potential competitors might be able to enter the market with similar or identical products or technology, which could have a material adverse effect on our business, financial condition, results of operations, and prospects.

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Changes in U.S. or foreign patent law could diminish the value of patents in general, thereby impairing our ability to protect our products.

Changes in either the patent laws or interpretation of the patent laws in the United States or other jurisdictions in which we seek or hold patents or patent applications could increase the uncertainties and costs surrounding the prosecution of patent applications and the enforcement or defense of issued patents. Assuming that other requirements for patentability are met, prior to March 2013, in the United States, the first to invent the claimed invention was entitled to the patent, while outside the United States, the first to file a patent application was entitled to the patent. After March 2013, under the Leahy-Smith America Invents Act, or the America Invents Act, enacted in September 2011, the United States transitioned to a first inventor to file system in which, assuming that other requirements for patentability are met, the first inventor to file a patent application will be entitled to the patent on an invention regardless of whether a third party was the first to invent the claimed invention. A third party that files a patent application in the USPTO after March 2013, but before us could therefore be awarded a patent covering an invention of ours even if we had made the invention before it was made by such third party. This will require us to be cognizant going forward of the time from invention to filing of a patent application. Since patent applications in the United States and most other countries are confidential for a period of time after filing or until issuance, we cannot be certain that we or our licensors were the first to either (i) file any patent application related to the engEx Platform, our product candidates or other technologies or (ii) invent any of the inventions claimed in our or our licensor’s patents or patent applications.

The America Invents Act also includes a number of significant changes that affect the way patent applications will be prosecuted and also may affect patent litigation. These include allowing third party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent by USPTO administered post-grant proceedings, including post-grant review, inter partes review, and derivation proceedings. Because of a lower evidentiary standard in USPTO proceedings compared to the evidentiary standard in United States federal courts necessary to invalidate a patent claim, a third party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in a district court action. Accordingly, a third party may attempt to use the USPTO procedures to invalidate our patent claims that would not have been invalidated if first challenged by the third party as a defendant in a district court action. Therefore, the America Invents Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our owned or in-licensed patent applications and the enforcement or defense of our owned or in-licensed issued patents, all of which could have a material adverse effect on our business, financial condition, results of operations, and prospects.

In addition, the patent positions of companies in the development and commercialization of biologics and pharmaceuticals are particularly uncertain. Recent U.S. Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations. This combination of events has created uncertainty with respect to the validity and enforceability of patents, once obtained. Depending on future actions by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable ways that could have a material adverse effect on our existing patent portfolio and our ability to protect and enforce our intellectual property in the future.

Issued patents covering our product candidates, and any patents that may issue covering our engEx Platform and other technologies, could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad.

If we or one of our licensing parties initiated legal proceedings against a third party to enforce a patent covering the engEx Platform, our product candidates or other technologies, the defendant could counterclaim that such patent is invalid or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the USPTO, or made a misleading statement, during prosecution. Third parties may raise claims challenging the validity or enforceability of our owned, jointly-owned or in-licensed patents before administrative bodies in the United States or abroad, even outside the context of litigation. Such mechanisms include re-examination, post-grant review, inter partes review, interference proceedings, derivation proceedings, and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings). Such proceedings could result in the revocation of, cancellation of, or

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amendment to our patents in such a way that they no longer cover our product candidates or other technologies. The outcome following legal assertions of invalidity and unenforceability is unpredictable. With respect to the validity question, for example, we cannot be certain that there is no invalidating prior art, of which we or our licensing partners and the patent examiner were unaware during prosecution. If a third party were to prevail on a legal assertion of invalidity or unenforceability, we would lose at least part, and perhaps all, of the patent protection on the engEx Platform, our product candidates or other technologies. Such a loss of patent protection would have a material adverse impact on our business, financial condition, results of operations, and prospects.

Patent terms may be inadequate to protect our competitive position on our product candidates for an adequate amount of time.

Patents have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S. non-provisional filing date. Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents covering our product candidates are obtained, once the patent life has expired, we may be open to competition from competitive products, including generics or biosimilars. Given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, our owned and licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

If we do not obtain patent term extension and/or data exclusivity for any product candidates we may develop, our business may be materially harmed.

Depending upon the timing, duration and specifics of any FDA marketing approval of any product candidates we may develop, one or more of our owned, jointly owned or in-licensed U.S. patents may be eligible for limited patent term extension under the Hatch-Waxman Act. The Hatch-Waxman Act permits a patent term extension of up to five years as compensation for patent term lost during the FDA regulatory review process. A patent term extension cannot extend the remaining term of a patent beyond a total of 14 years from the date of product approval, only one patent may be extended and only those claims covering the approved drug, a method for using it, or a method for manufacturing it may be extended. Similar extensions as compensation for patent term lost during regulatory review processes are also available in certain foreign countries and territories, such as in Europe under a Supplementary Patent Certificate. However, we may not be granted an extension in the United States and/or foreign countries and territories because of, for example, failing to exercise due diligence during the testing phase or regulatory review process, failing to apply within applicable deadlines, failing to apply prior to expiration of relevant patents, or otherwise failing to satisfy applicable requirements. Moreover, the applicable time period or the scope of patent protection afforded could be less than we request. If we are unable to obtain patent term extension or the term of any such extension is shorter than what we request, our competitors may obtain approval of competing products following our patent expiration, and our business, financial condition, results of operations and prospects could be materially harmed.

We may be subject to claims challenging the inventorship of our patents and other intellectual property.

We or our licensors may be subject to claims that former employees, collaborators or other third parties have an interest in our owned or in-licensed patent rights, trade secrets, or other intellectual property as an inventor or co-inventor. For example, we or our licensors may have inventorship disputes arise from conflicting obligations of employees, consultants or others who are involved in developing the engEx Platform, our product candidates or other technologies. Litigation may be necessary to defend against these and other claims challenging inventorship or our or our licensors’ ownership of our owned or in-licensed patent rights, trade secrets or other intellectual property. If we or our licensors fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property that is important to the engEx Platform, our product candidates and other technologies. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

In addition to seeking patents for the engEx Platform, our product candidates and other technologies, we also rely on trade secrets and confidentiality agreements to protect our unpatented know-how, technology, and other proprietary information and to maintain our competitive position. Trade secrets and know-how can be difficult to protect. We

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expect our trade secrets and know-how to over time be disseminated within the industry through independent development, the publication of journal articles describing the methodology, and the movement of personnel from academic to industry scientific positions. We currently, and may continue in the future continue to, rely on third parties to assist us in developing and manufacturing our product candidates. Accordingly, we must, at times, share know-how and trade secrets, including those related to our engEx Platform, with them. We may in the future also enter into research and development collaborations with third parties that may require us to share know-how and trade secrets under the terms of our research and development partnerships or similar agreements.

We seek to protect our know-how, trade secrets and other proprietary technology, in part, by entering into non-disclosure and confidentiality agreements, and including in our vendor and service agreements terms protecting our confidential information, know-how and trade secrets, with parties who have access to such information, such as our employees, scientific collaborators, contract research organizations, contract manufacturers, consultants, advisors and other third parties. We also enter into confidentiality and invention or patent assignment agreements with our employees and consultants as well as train our employees not to bring or use proprietary information or technology from former employers to us or in their work, and we remind former employees when they leave their employment of their confidentiality obligations. However, we cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary technology and processes.

Despite our efforts, any of the aforementioned parties may breach the agreements and disclose our proprietary information, including our trade secrets, or there may be a lapses or failures in our physical and electronic security systems which lead to our proprietary information being disclosed, and we may not be able to obtain adequate remedies in the event of any such breaches. Monitoring unauthorized uses and disclosures is difficult, and we do not know whether the steps we have taken to protect our proprietary technologies will be effective. If any of our scientific advisors, employees, contractors and consultants who are parties to these agreements breaches or violates the terms of any of these agreements, we may not have adequate remedies for any such breach or violation, and we could lose our trade secrets as a result. Moreover, if confidential information that is licensed or disclosed to us by our partners, collaborators, or others is inadvertently disclosed or subject to a breach or violation, we may be exposed to liability to the owner of that confidential information. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor or other third party, our competitive position would be materially and adversely harmed.

We may not be successful in obtaining, through acquisitions, in-licenses or otherwise, necessary rights to the engEx Platform, our product candidates or other technologies.

We currently have rights to certain intellectual property, through licenses from third parties, to develop the engEx Platform and our product candidates. Some pharmaceutical companies, biotechnology companies, and academic institutions are competing with us in the field of exosome therapeutics and may have patents and have filed and are likely filing patent applications potentially relevant to our business. To avoid infringing these third-party patents, we may find it necessary or prudent to obtain licenses to such patents from such third-party intellectual property holders. We may also require licenses from third parties for certain technologies that we are evaluating for use with our current or future product candidates. However, we may be unable to secure such licenses or otherwise acquire or in-license any compositions, methods of use, processes, or other intellectual property rights from third parties that we identify as necessary for the engEx Platform and our current or future product candidates at a reasonable cost or on reasonable terms, if at all. The licensing or acquisition of third-party intellectual property rights is a competitive area, and several more established companies may pursue strategies to license or acquire third party intellectual property rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, capital resources and greater clinical development and commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. We also may be unable to license or acquire third party intellectual property rights on terms that would allow us to make an appropriate return on our investment or at all.

If we are unable to successfully obtain rights to required third party intellectual property rights or maintain the existing intellectual property rights we have, we may be required to expend significant time and resources to redesign

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our technology, product candidates, or the methods for manufacturing them or to develop or license replacement technology, all of which may not be feasible on a technical or commercial basis. If we are unable to do so, we may be unable to develop or commercialize the affected product candidates or continue to utilize our existing engEx Platform technology, which could harm our business, financial condition, results of operations, and prospects significantly.

We may be subject to claims that our employees, consultants, or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property.

Many of our employees, consultants, and advisors are currently or were previously employed at universities or other biotechnology or pharmaceutical companies, including our licensors, competitors and potential competitors. Although we try to ensure that our employees, consultants, and advisors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these individuals have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individual’s current or former employer. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.

In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Such claims could have a material adverse effect on our business, financial condition, results of operations, and prospects.

Third-party claims of intellectual property infringement, misappropriation or other violation against us, our licensors or our collaborators may prevent or delay the development and commercialization of the engEx Platform, our product candidates and other technologies.

The field of exosome therapeutics is competitive and dynamic. Due to the focused research and development that is taking place by several companies, including us and our competitors, in this field, the intellectual property landscape is in flux, and it may remain uncertain in the future. As such, there may be significant intellectual property related litigation and proceedings relating to our owned and in-licensed, and other third party, intellectual property and proprietary rights in the future.

Our commercial success depends in part on our, our licensors’ and our collaborators’ ability to avoid infringing, misappropriating and otherwise violating the patents and other intellectual property rights of third parties. However, our research, development and commercialization activities may be subject to claims that we infringe or otherwise violate patents or other intellectual property rights owned or controlled by third parties. There is a substantial amount of complex litigation involving patents and other intellectual property rights in the biotechnology and pharmaceutical industries, as well as administrative proceedings for challenging patents, including interference, derivation and reexamination proceedings before the USPTO or oppositions and other comparable proceedings in foreign jurisdictions. As discussed above, recently, due to changes in U.S. law referred to as patent reform, new procedures including inter partes review and post-grant review have been implemented. As stated above, this reform adds uncertainty to the possibility of challenge to our patents in the future.

Numerous U.S. and foreign issued patents and pending patent applications owned by third parties exist relating to exosome technologies and therapeutic products, and in the fields in which we are developing our product candidates. As the biotechnology and pharmaceutical industries expand and more patents are issued, the risk increases that the engEx Platform, our product candidates and other technologies may give rise to claims of infringement of the patent rights of others. We cannot assure you that the engEx Platform, our product candidates and other technologies that we have developed, are developing or may develop in the future will not infringe existing or future patents owned by third parties. We may not be aware of patents that have already been issued and that a third party, for example, a competitor in the fields in which we are developing the engEx Platform, our product candidates and other technologies might assert are infringed by our current or future product candidates, engEx Platform or other technologies, including claims to compositions, formulations, methods of manufacture or methods of use or treatment that cover the engEx Platform, our product candidates and other technologies. It is also possible

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that patents owned by third parties of which we are aware, but which we do not believe are relevant to the engEx Platform, our product candidates and other technologies, could be found to be infringed by the engEx Platform, our product candidates and other technologies. In addition, because patent applications can take many years to issue, there may be currently pending patent applications that may later result in issued patents that the engEx Platform, our product candidates and other technologies may infringe. We cannot provide any assurances that third-party patents do not exist which might be enforced against our current technology, including our engEx Platform, manufacturing methods, product candidates, or future methods or products resulting in either an injunction prohibiting our manufacture or future sales, or, with respect to our future sales, an obligation on our part to pay royalties and/or other forms of compensation to third parties, which could be significant.

Third parties may have patents or obtain patents in the future and claim that the manufacture, use or sale of the engEx Platform, our product candidates and other technologies infringes upon these patents. We follow patent applications of interest and take action, as appropriate, e.g., filing third-party observations and oppositions. We are aware of issued patents outside the United States that are directed to engineered exosomes. While we believe that we have reasonable defenses against claims of infringement, including that certain claims in these patents are invalid, there can be no assurance that we will prevail in an infringement action brought against us by the holder of these patents. In the event that any third-party claims that we infringe their patents or that we are otherwise employing their proprietary technology without authorization and initiates litigation against us, even if we believe such claims are without merit, a court of competent jurisdiction could hold that such patents are valid, enforceable and infringed by the engEx Platform, our product candidates or other technologies. In this case, the holders of such patents may be able to block our ability to commercialize the applicable product candidate or technology unless we obtain a license under the applicable patents, or until such patents expire or are finally determined to be held invalid or unenforceable. Such a license may not be available on commercially reasonable terms or at all. Even if we are able to obtain a license, the license would likely obligate us to pay license fees or royalties or both, and the rights granted to us might be non-exclusive, which could result in our competitors gaining access to the same intellectual property. If we are unable to obtain a necessary license to a third-party patent on commercially reasonable terms, we may be unable to commercialize the engEx Platform, our product candidates or other technologies, or such commercialization efforts may be significantly delayed, which could in turn significantly harm our business.

Defense of infringement claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of management and other employee resources from our business, and may impact our reputation. In the event of a successful claim of infringement against us, we may be enjoined from further developing or commercializing our infringing the engEx Platform, our product candidates or other technologies. In addition, we may have to pay substantial damages, including treble damages and attorneys’ fees for willful infringement, obtain one or more licenses from third parties, pay royalties and/or redesign our infringing product candidates or technologies, which may be impossible or require substantial time and monetary expenditure. In that event, we would be unable to further develop and commercialize the engEx Platform, our product candidates or other technologies, which could harm our business significantly.

Engaging in litigation to defend against third parties alleging that we have infringed, misappropriated or otherwise violated their patents or other intellectual property rights is very expensive, particularly for a company of our size, and time-consuming. Some of our competitors may be able to sustain the costs of litigation or administrative proceedings more effectively than we can because of greater financial resources. Patent litigation and other proceedings may also absorb significant management time. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings against us could have an adverse effect on our ability to raise additional funds and could impair our ability to compete in the marketplace. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation or administrative proceedings, there is a risk that some of our confidential information could be compromised by disclosure. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition or results of operations.

We may become involved in lawsuits to protect or enforce our patents and other intellectual property rights, which could be expensive, time-consuming, and unsuccessful.

Competitors may infringe our patents or the patents of our licensing partners. In addition, our patents or the patents of our licensing partners also may become involved in inventorship, priority or validity disputes. To counter or defend against such claims can be expensive and time-consuming. In an infringement proceeding, a court may decide that a patent owned or in-licensed by us is invalid or unenforceable, the other party’s use of our patented technology falls

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under the safe harbor to patent infringement under 35 U.S.C. §271(e)(1), or may refuse to stop the other party from using the technology at issue on the grounds that our owned and in-licensed patents do not cover the technology in question. An adverse result in any litigation proceeding could put one or more of our owned or in-licensed patents at risk of being invalidated or interpreted narrowly. Even if we establish infringement, the court may decide not to grant an injunction against further infringing activity and instead award only monetary damages, which may or may not be an adequate remedy. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation.

Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock. Such litigation or proceedings could substantially increase our operating losses and reduce the resources available for development activities or any future sales, marketing, or distribution activities. We may not have sufficient financial or other resources to conduct such litigation or proceedings adequately. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources and more mature and developed intellectual property portfolios. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on our ability to compete in the marketplace.

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

We have filed, but have not yet received trademark registrations, for our name, logo and other marks, and we may never obtain such registrations. Our registered or unregistered trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential partners or customers in our markets of interest. At times, competitors or other third parties may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. If we assert trademark infringement claims, a court may determine that the marks we have asserted are invalid or unenforceable, or that the party against whom we have asserted trademark infringement has superior rights to the marks in question. In this case, we could ultimately be forced to cease use of such trademarks. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade names. For example, we recently received a letter from a third party asserting a potential claim of trademark infringement with respect to our name, Codiak BioSciences. We dispute the assertions. If we are unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected. Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result in substantial costs and diversion of resources and could adversely affect our business, financial condition, results of operations and prospects.

Intellectual property rights do not necessarily address all potential threats.

The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect our business or permit us to maintain our competitive advantage. For example:

∎ others may be able to make products that are similar to our product candidates or utilize similar exosome technology but that are not covered by the claims of the patents that we license or may own;

∎ we, or our current or future licensors or collaborators, might not have been the first to make the inventions covered by the issued patent or pending patent application that we license or own now or in the future;

∎ we, or our current or future licensors or collaborators, might not have been the first to file patent applications covering certain of our or their inventions;

∎ others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our owned or licensed intellectual property rights;

∎ it is possible that our current or future pending owned or licensed patent applications will not lead to issued patents;

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∎ issued patents that we hold rights to may be held invalid or unenforceable, including as a result of legal challenges by our competitors or other third parties;

∎ our competitors or other third parties might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets;

∎ we may not develop additional proprietary technologies that are patentable;

∎ the patents of others may harm our business;

∎ we may choose not to file a patent in order to maintain certain trade secrets or know-how, and a third party may subsequently file a patent covering such intellectual property; and

∎ third-party patents may issue with claims covering our activities; we may have infringement liability exposure arising from such patents.

Should any of these events occur, they could have a material adverse effect on our business, financial condition, results of operations and prospects.

Risks related to our reliance on third parties

We will rely on third parties to conduct our clinical trials. If these third parties do not successfully carry out their contractual duties or meet expected deadlines or comply with regulatory requirements, we may not be able to obtain regulatory approval of or commercialize any potential product candidates.

We will depend upon third parties, including independent investigators, to conduct our clinical trials under agreements with universities, medical institutions, CROs, strategic partners and others. We expect to have to negotiate budgets and contracts with CROs and trial sites, which may result in delays to our development timelines and increased costs. We will rely heavily on third parties over the course of our clinical trials, and, as a result, will have limited control over the clinical investigators and limited visibility into their day-to-day activities, including with respect to their compliance with the approved clinical protocol. As a result, many important aspects of our development programs, including their conduct and timing, will be outside of our direct control. Our reliance on third parties to conduct future preclinical studies and clinical trials will also result in less direct control over the management of data developed through preclinical studies and clinical trials than would be the case if we were relying entirely upon our own staff.

Nevertheless, we are responsible for ensuring that each of our clinical trials is conducted in accordance with the applicable protocol, legal and regulatory requirements and scientific standards, and our reliance on third parties does not relieve us of our regulatory responsibilities. We and these third parties are required to comply with GCP requirements, which are regulations and guidelines enforced by the FDA and other regulatory authorities for product candidates in clinical development. Regulatory authorities enforce these GCP requirements through periodic inspections of trial sponsors, clinical investigators and trial sites. If we or any of these third parties fail to comply with applicable GCP requirements, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or other regulatory authorities may require us to suspend or terminate these trials or perform additional preclinical studies or clinical trials before approving our marketing applications. We cannot be certain that, upon inspection, such regulatory authorities will determine that any of our clinical trials comply with the GCP requirements. In addition, our clinical trials must be conducted with biologic product produced under cGMP requirements and may require a large number of patients.

Our failure or any failure by these third parties to comply with these regulations or to recruit a sufficient number of patients may require us to repeat clinical trials, which would delay the regulatory approval process. Moreover, our business may be implicated if any of these third parties violates federal or state fraud and abuse or false claims laws and regulations or healthcare privacy and security laws. For any violations of laws and regulations during the conduct of our preclinical studies and clinical trials, we could be subject to warning letters or enforcement action that may include civil penalties up to and including criminal prosecution.

Any third parties conducting our future clinical trials will not be our employees and, except for remedies that may be available to us under our agreements with such third parties, we cannot control whether or not they devote sufficient time and resources to our ongoing preclinical and clinical programs. These third parties may also have relationships with other commercial entities, including our competitors, for whom they may also be conducting clinical trials or

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other product development activities, which could affect their performance on our behalf. If these third parties do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical protocols or regulatory requirements or for other reasons, our clinical trials may be extended, delayed or terminated and we may not be able to complete development of, obtain regulatory approval of or successfully commercialize our product candidates. As a result, our financial results and the commercial prospects for our product candidates would be harmed, our costs could increase and our ability to generate revenue could be delayed.

If any of our relationships with these third-party CROs or others terminate, we may not be able to enter into arrangements with alternative CROs or other third parties or to do so on commercially reasonable terms. Switching or adding additional CROs involves additional cost and requires management time and focus. In addition, there is a natural transition period when a new CRO begins work. As a result, delays may occur, which can materially impact our ability to meet our desired clinical development timelines. Though we carefully manage our relationships with our CROs, there can be no assurance that we will not encounter similar challenges or delays in the future or that these delays or challenges will not have a material adverse impact on our business, financial condition and prospects.

Our collaboration with Jazz Pharmaceuticals, and our future collaborations, may be important to our business. If we are unable to maintain any of these collaborations, or if these collaborations are not successful, our business could be adversely affected.

We have entered into a collaboration with Jazz Pharmaceuticals Ireland Limited, or Jazz, for certain product candidates and we may enter into collaborations with other companies to provide us with important technologies and funding for our programs and technology, and we may receive additional technologies and funding under these and other collaborations in the future. Our collaboration with Jazz and any future collaborations we enter into, may pose a number of risks, including the following:

∎ collaborators have significant discretion in determining the efforts and resources that they will apply;

∎ collaborators may not perform their obligations as expected;

∎ collaborators may not pursue development and commercialization of any product candidates that achieve regulatory approval or may elect not to continue or renew development or commercialization programs or license arrangements based on clinical trial results, changes in the collaborators’ strategic focus or available funding, or external factors, such as a strategic transaction that may divert resources or create competing priorities;

∎ collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a product candidate, repeat or conduct new clinical trials or require a new formulation of a product candidate for clinical testing;

∎ collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with our products and product candidates if the collaborators believe that the competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than ours;

∎ product candidates discovered in collaboration with us may be viewed by our collaborators as competitive with their own product candidates or products, which may cause collaborators to cease to devote resources to the commercialization of our product candidates;

∎ collaborators may fail to comply with applicable regulatory requirements regarding the development, manufacture, distribution or marketing of a product candidate or product;

∎ collaborators with marketing and distribution rights to one or more of our product candidates that achieve regulatory approval may not commit sufficient resources to the marketing and distribution of such product or products;

∎ disagreements with collaborators, including disagreements over proprietary rights, contract interpretation or the preferred course of development, might cause delays or terminations of the research, development or commercialization of product candidates, might lead to additional responsibilities for us with respect to product candidates, or might result in litigation or arbitration, any of which would be time-consuming and expensive;

∎ collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential litigation;

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∎ collaborators may infringe the intellectual property rights of third parties, which may expose us to litigation and potential liability;

∎ if a collaborator of ours is involved in a business combination, the collaborator might deemphasize or terminate the development or commercialization of any product candidate licensed to it by us; and

∎ collaborations may be terminated by the collaborator, and, if terminated, we could be required to raise additional capital to pursue further development or commercialization of the applicable product candidates.

If our collaboration with Jazz or our potential future collaborations do not result in the successful discovery, development and commercialization of products or if one of our collaborators terminates its agreement with us, we may not receive any future research funding or milestone or royalty payments under the collaboration. If we do not receive the funding we expect under these agreements, our development of our technology and product candidates could be delayed and we may need additional resources to develop product candidates and our technology. All of the risks relating to product development, regulatory approval and commercialization described in this prospectus also apply to the activities of our therapeutic collaborators.

Additionally, if Jazz or one of our potential future collaborators terminates its agreement with us, we may find it more difficult to attract new collaborators and our perception in the business and financial communities could be adversely affected.

Collaborations are complex and time-consuming to negotiate and document. In addition, there have been a significant number of recent business combinations among large pharmaceutical companies that have resulted in a reduced number of potential future collaborators. We face significant competition in seeking appropriate collaborators. Our ability to reach a definitive agreement for additional collaborations will depend, among other things, upon our assessment of the collaborator’s resources and expertise, the terms and conditions of the proposed collaboration and the proposed collaborator’s evaluation of a number of factors. If we are unable to reach agreements with suitable collaborators on a timely basis, on acceptable terms, or at all, we may have to curtail the development of a product candidate, reduce or delay its development program or one or more of our other development programs, delay its potential commercialization or reduce the scope of any sales or marketing activities, or increase our expenditures and undertake development or commercialization activities at our own expense. If we elect to increase our expenditures to fund development or commercialization activities on our own, we may need to obtain additional expertise and additional capital, which may not be available to us on acceptable terms, or at all. If we fail to enter into additional collaborations or do not have sufficient funds or expertise to undertake the necessary development and commercialization activities, we may not be able to further develop our product candidates, bring them to market and generate revenue from sales of products or continue to develop our technology, and our business may be materially and adversely affected.

Our relationships with healthcare providers and physicians and third-party payors may be subject to applicable anti-kickback, fraud and abuse and other healthcare laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings.

Healthcare providers, physicians and third-party payors in the United States and elsewhere play a primary role in the recommendation and prescription of pharmaceutical products. Arrangements with third-party payors and customers can expose pharmaceutical manufacturers to broadly applicable fraud and abuse and other healthcare laws and regulations, including, without limitation, the federal Anti-Kickback Statute and the federal False Claims Act, which may constrain the business or financial arrangements and relationships through which such companies conduct research, sell, market and distribute pharmaceutical products. In particular, the promotion, sales and marketing of healthcare items and services, as well as certain business arrangements in the healthcare industry, are subject to extensive laws designed to prevent fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, structuring and commission(s), certain customer incentive programs and other business arrangements generally. Activities subject to these laws also involve the improper use of information obtained in the course of patient recruitment for clinical trials. The applicable federal, state and foreign healthcare laws and regulations laws that may affect our ability to operate include, but are not limited to:

∎ the federal Anti-Kickback Statute, which prohibits, among other things, knowingly and willfully soliciting, receiving, offering or paying any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce, or in return for, either the referral of an individual, or the

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purchase, lease, order or recommendation of any good, facility, item or service for which payment may be made, in whole or in part, under a federal healthcare program, such as the Medicare and Medicaid programs. “Remuneration” has been interpreted broadly to include anything of value. Although there are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution, a person or entity can be found guilty of violating the statute without actual knowledge of the statute or specific intent to violate it. In addition, a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act, or FCA. The Anti-Kickback Statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on the one hand and prescribers, purchasers, and formulary managers on the other;

∎ federal civil and criminal false claims laws and civil monetary penalty laws, including the FCA, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, false or fraudulent claims for payment to, or approval by Medicare, Medicaid or other federal healthcare programs, knowingly making, using or causing to be made or used a false record or statement material to a false or fraudulent claim or an obligation to pay or transmit money to the federal government, or knowingly concealing or knowingly and improperly avoiding or decreasing or concealing an obligation to pay money to the federal government. Manufacturers can be held liable under the FCA even when they do not submit claims directly to government payors if they are deemed to “cause” the submission of false or fraudulent claims. The FCA also permits a private individual acting as a “whistleblower” to bring actions on behalf of the federal government alleging violations of the FCA and to share in any monetary recovery;

∎ the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created additional federal criminal statutes that prohibit knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payor (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false statements in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters. Similar to the federal Anti-Kickback Statute, a person or entity can be found guilty of violating HIPAA without actual knowledge of the statute or specific intent to violate it;

∎ HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and their respective implementing regulations, which impose, among other things, requirements on certain covered healthcare providers, health plans, and healthcare clearinghouses as well as their respective business associates that perform services for them that involve the use, or disclosure of, individually identifiable health information, relating to the privacy, security and transmission of individually identifiable health information. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions;

∎ the federal Physician Payments Sunshine Act, created under the ACA, and its implementing regulations, which require manufacturers of drugs, devices, biologicals and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to CMS, information related to payments or other transfers of value made to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members;

∎ federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers; and

∎ analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, which may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by nongovernmental third-party payors, including private insurers, and may be broader in scope than their federal equivalents; state and foreign laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers; state and foreign laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; and

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state and foreign laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

The distribution of pharmaceutical products is subject to additional requirements and regulations, including extensive record-keeping, licensing, storage and security requirements intended to prevent the unauthorized sale of pharmaceutical products.

The scope and enforcement of each of these laws is uncertain and subject to rapid change in the current environment of healthcare reform, especially in light of the lack of applicable precedent and regulations. Effective upon the completion of this offering, we will adopt a code of business conduct and ethics, but it is not always possible to identify and deter employee misconduct, and the precautions we take to detect and prevent inappropriate conduct may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. Efforts to ensure that our business arrangements will comply with applicable healthcare laws may involve substantial costs. It is possible that governmental and enforcement authorities will conclude that our business practices may not comply with current or future statutes, regulations or case law interpreting applicable fraud and abuse or other healthcare laws and regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant civil, criminal and administrative penalties, damages, disgorgement, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, as well as additional reporting obligations and oversight if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of our operations, any of which could adversely affect our ability to operate our business and our results of operations. In addition, the approval and commercialization of any of our product candidates outside the United States will also likely subject us to foreign equivalents of the healthcare laws mentioned above, among other foreign laws.

Risks related to our common stock and this offering

We do not know whether an active, liquid and orderly trading market will develop for our common stock or what the market price of our common stock will be and, as a result, it may be difficult for you to sell your shares of our common stock.

Prior to this offering there has been no public market for shares of our common stock. Although we have applied to list our common stock on the Nasdaq Global Select Market, an active trading market for our shares may never develop or be sustained following this offering. You may not be able to sell your shares quickly or at the market price if trading in shares of our common stock is not active. The initial public offering price for our common stock will be determined through negotiations with the underwriters, and the negotiated price may not be indicative of the market price of the common stock after the offering. As a result of these and other factors, you may be unable to resell your shares of our common stock at or above the initial public offering price. Further, an inactive market may also impair our ability to raise capital by selling shares of our common stock and may impair our ability to enter into strategic partnerships or acquire companies or products by using our shares of common stock as consideration. We also cannot predict the prices at which our shares of common stock will trade. It is possible that in one or more future periods our results of operations may be below the expectations of public market analysts and investors, and, as a result of these and other factors, the price of our shares of common stock may fall.

The price of our stock may be volatile, and you could lose all or part of your investment.

The trading price of our common stock following this offering is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume. In addition to the factors discussed in this “Risk factors” section and elsewhere in this prospectus, these factors include:

∎ the commencement, enrollment or results of our ongoing and preclinical studies or planned clinical trials of our product candidates or any future preclinical studies or clinical trials we may conduct, or changes in the development status of our product candidates;

∎ any delay in our regulatory filings for our product candidates and any adverse development or perceived adverse development with respect to the applicable regulatory authority’s review of such filings;

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∎ adverse results from or delays in clinical trials of our product candidates;

∎ our decision to initiate a clinical trial, not to initiate a clinical trial or to terminate an existing clinical trial;

∎ adverse regulatory decisions, including failure to receive regulatory approval of our product candidates;

∎ changes in laws or regulations applicable to our products, including but not limited to clinical trial requirements for approvals;

∎ adverse developments concerning our manufacturers;

∎ our inability to obtain adequate product supply for any approved product or inability to do so at acceptable prices;

∎ our inability to establish collaborations, if needed;

∎ our failure to commercialize our product candidates;

∎ changes in the structure of healthcare payment systems;

∎ additions or departures of key scientific or management personnel;

∎ unanticipated serious safety concerns related to the use of our product candidates;

∎ introduction of new products or services by our competitors;

∎ announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;

∎ our ability to effectively manage our growth;

∎ the size and growth of our initial target markets;

∎ actual or anticipated variations in quarterly operating results;

∎ our cash position;

∎ our failure to meet the estimates and projections of the investment community or that we may otherwise provide to the public;

∎ publication of research reports about us or our industry, or exosome therapeutics in particular, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

∎ changes in the market valuations of similar companies;

∎ developments or changing views regarding the use of exosome therapeutics;

∎ overall performance of the equity markets;

∎ sales of our common stock by us or our stockholders in the future, including in connection with the expiration of market stand-off or lock-up agreements;

∎ trading volume of our common stock;

∎ adoption of new accounting standards;

∎ ineffectiveness of our internal controls;

∎ the level of expenses related to any of our research programs; clinical development programs or product candidates that we may develop;

∎ disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies;

∎ significant lawsuits, including patent or stockholder litigation;

∎ general political and economic conditions; and

∎ other events or factors, many of which are beyond our control.

In addition, the stock market in general, and the market for biopharmaceutical companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance. If the market price of our common stock after this offering does not exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

We could be subject to securities class action litigation.

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. This risk is especially relevant for us because biopharmaceutical companies have experienced significant stock price volatility in recent years. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

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We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock.

We have not paid any dividends since our incorporation. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to stockholders will therefore be limited in the foreseeable future to the appreciation of their stock.

Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant influence over matters subject to stockholder approval.

Immediately following the completion of this offering, our executive officers, directors and their affiliates and 5% stockholders will beneficially hold, in the aggregate, approximately     % of our outstanding voting stock (assuming no exercise of the underwriters’ option to purchase additional shares) based on our shares outstanding as of March 31, 2019. Therefore, even after this offering, these stockholders will have the ability to influence us through this ownership position. These stockholders may be able to determine all matters requiring stockholder approval. For example, these stockholders may be able to control elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. To the extent that the interests of these stockholders may differ from the interests of our other stockholders, the latter may be disadvantaged by any action that these stockholders may seek to pursue. Among other consequences, this concentration of ownership may have the effect of delaying or preventing a change in control and might therefore negatively affect the market price of our common shares.

If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the net tangible book value of your shares.

The initial public offering price will be substantially higher than the pro forma as adjusted net tangible book value per share of our common stock after this offering. Investors purchasing common stock in this offering will pay a price per share that substantially exceeds the pro forma as adjusted net tangible book value per share after this offering. As a result, investors purchasing common stock in this offering will incur immediate dilution of $             per share, based on an assumed initial public offering price of $             per share, which is the midpoint of the price range set forth on the cover page of this prospectus, representing the difference between our pro forma as adjusted net tangible book value per share after giving effect to this offering and the assumed initial public offering price. Further, investors purchasing common stock in this offering will contribute approximately     % of the total amount invested by stockholders since our inception, but will own only approximately     % of the shares of common stock outstanding after this offering.

This dilution is due to our investors who purchased shares prior to this offering having paid substantially less when they purchased their shares than the price offered to the public in this offering. To the extent outstanding stock options or warrants are exercised, new stock options or warrants are issued, or we issue additional shares of common stock in the future, there will be further dilution to new investors. As a result of the dilution to investors purchasing common stock in this offering, investors may receive significantly less than the purchase price paid in this offering, if anything, in the event of our liquidation. For a further description of the dilution that you will experience immediately after this offering, see “Dilution.”

We are an emerging growth company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, enacted in April 2012. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements and exemptions from the requirements of holding nonbinding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years following the year in which we complete this offering, although circumstances could cause us to lose that status earlier. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering; (b) in which we have total annual gross revenue of at least $1.07 billion; or (c) in which we are deemed to be a large accelerated filer, which requires the market value of our common stock that is held by non-affiliates to exceed $700 million as of the prior June 30^th; and (2) the date on

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which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected not to “opt out” of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard at the time private companies adopt the new or revised standard and will do so until such time that we either (i) irrevocably elect to “opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company. This may make comparison of our financial statements with the financial statements of another public company that is not an emerging growth company, or an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, which will require, among other things, that we file with the Securities and Exchange Commission, or the SEC, annual, quarterly and current reports with respect to our business and financial condition. In addition, the Sarbanes-Oxley Act, or SOX, as well as rules subsequently adopted by the SEC and the Nasdaq Stock Market to implement provisions of SOX, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Further, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, was enacted. There are significant corporate governance and executive compensation related provisions in the Dodd-Frank Act that require the SEC to adopt additional rules and regulations in these areas, such as “say on pay” and proxy access. Recent legislation permits emerging growth companies to implement many of these requirements over a longer period and up to five years from the pricing of this offering. We intend to take advantage of this new legislation but cannot guarantee that we will not be required to implement these requirements sooner than budgeted or planned and thereby incur unexpected expenses. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate.

We expect the rules and regulations applicable to public companies to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations. The increased costs will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business or increase the prices of our products or services. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to incur substantial costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

Pursuant to SOX Section 404, we will be required to furnish a report by our management on our internal control over financial reporting, including an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. However, while we remain an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. To achieve compliance with SOX Section 404 within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants, adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented, and implement a continuous reporting and improvement process for internal control

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over financial reporting. Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by SOX Section 404. If we identify one or more material weaknesses, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

If we fail to establish and maintain proper and effective internal control over financial reporting, our operating results and our ability to operate our business could be harmed.

Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. In connection with this offering, we intend to begin the process of documenting, reviewing and improving our internal controls and procedures for compliance with Section 404 of SOX, which will require annual management assessment of the effectiveness of our internal control over financial reporting.

Implementing any appropriate changes to our internal controls may distract our officers and employees, entail substantial costs to modify our existing processes and take significant time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and harm our business. In addition, investors’ perceptions that our internal controls are inadequate or that we are unable to produce accurate financial statements on a timely basis may harm our common share price and make it more difficult for us to effectively market and sell our service to new and existing customers.

Sales of a substantial number of shares of our common stock by our existing stockholders in the public market could cause our stock price to fall.

If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market after the lock-up and other legal restrictions on resale discussed in this prospectus lapse, the trading price of our common stock could decline. Based on shares of common stock outstanding as of March 31, 2019, upon the closing of this offering we will have outstanding a total of                  shares of common stock. Of these shares, only the shares of common stock sold in this offering by us, plus any shares sold upon exercise of the underwriters’ option to purchase additional shares, will be freely tradable without restriction in the public market immediately following this offering.

The lock-up agreements pertaining to this offering will expire 180 days from the date of this prospectus, subject to earlier release of all or a portion of the shares subject to such agreements by the representatives of the underwriters in their sole discretion. After the lock-up agreements expire, based upon the number of shares of common stock, on an as-converted basis, outstanding as of March 31, 2019, up to an additional                  shares of common stock will be eligible for sale in the public market. Approximately     % of these additional shares are held by directors, executive officers and other affiliates and will be subject to certain limitations of Rule 144 under the Securities Act of 1933, as amended, or the Securities Act.

In addition, shares of common stock that are either subject to outstanding options or reserved for future issuance under our existing equity compensation plans will become eligible for sale in the public market to the extent permitted by the provisions of various vesting schedules, the lock-up agreements and Rule 144 and Rule 701 under the Securities Act. If these additional shares of common stock are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common stock could decline. Additionally, the number of shares of our common stock reserved for issuance under our 2019 Stock Option and Incentive Plan will automatically increase on January 1, 2020 and each January 1 thereafter by     % of the number of shares of common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by our compensation committee. Unless our board of directors elects not to increase the number of shares available for future grant each year, our stockholders may experience additional dilution.

After this offering, the holders of                  shares of our common stock as of March 31, 2019 will be entitled to rights with respect to the registration of their shares under the Securities Act, subject to the 180-day lock-up agreements described above. See “Description of capital stock—Registration rights.” Registration of these shares

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under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act, except for shares held by affiliates, as defined in Rule 144 under the Securities Act. Any sales of securities by these stockholders could have a material adverse effect on the trading price of our common stock.

We have broad discretion in the use of our existing cash, cash equivalents and investments and the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of our existing cash, cash equivalents and investments and the net proceeds from this offering, including for any of the purposes described in the section entitled “Use of proceeds,” and you will not have the opportunity as part of your investment decision to assess whether such proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of our existing cash, cash equivalents and investments and the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply our existing cash, cash equivalents and investments and the net proceeds from this offering in ways that ultimately increase the value of your investment. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or our guidance.

Our quarterly and annual operating results may fluctuate significantly in the future, which makes it difficult for us to predict our future operating results. From time to time, we may enter into license or collaboration agreements with other companies that include development funding and significant upfront and milestone payments and/or royalties, which may become an important source of our revenue. Accordingly, our revenue may depend on development funding and the achievement of development and clinical milestones under current and any potential future license and collaboration agreements and sales of our products, if approved. These upfront and milestone payments may vary significantly from period to period and any such variance could cause a significant fluctuation in our operating results from one period to the next.

In addition, we measure compensation cost for stock-based awards made to employees, directors and non-employee consultants based on the fair value of the award on either the grant date or service completion date, and we recognize the cost as an expense over the recipient’s service period. Because the variables that we use as a basis for valuing stock-based awards change over time, including our underlying stock price and stock price volatility, the magnitude of the expense that we must recognize may vary significantly.

Furthermore, our operating results may fluctuate due to a variety of other factors, many of which are outside of our control and may be difficult to predict, including the following:

∎ the timing and cost of, and level of investment in, research and development activities relating to our current and any future product candidates, which will change from time to time;

∎ our ability to enroll patients in clinical trials and the timing of enrollment;

∎ the cost of manufacturing our current and any future product candidates, which may vary depending on FDA guidelines and requirements, the quantity of production and the terms of our agreements with manufacturers;

∎ expenditures that we may incur to acquire or develop additional product candidates and technologies;

∎ the timing and outcomes of preclinical studies and clinical trials for our current product candidates and any other future product candidates or competing product candidates;

∎ competition from existing and potential future products that compete with our current product candidates and any other future product candidates, and changes in the competitive landscape of our industry, including consolidation among our competitors or partners;

∎ any delays in regulatory review or approval of our current product candidates or any other future product candidates;

∎ the level of demand for our current product candidates and any other future product candidates, if approved, which may fluctuate significantly and be difficult to predict;

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∎ the risk/benefit profile, cost and reimbursement policies with respect to our products candidates, if approved, and existing and potential future products that compete with our current product candidates and any other future product candidates;

∎ our ability to commercialize our current product candidates and any other future product candidates, if approved, inside and outside of the United States, either independently or working with third parties;

∎ our ability to adequately support future growth;

∎ potential unforeseen business disruptions that increase our costs or expenses;

∎ future accounting pronouncements or changes in our accounting policies; and

∎ the changing and volatile global economic environment.

The cumulative effect of these factors could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Investors should not rely on our past results as an indication of our future performance. This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated revenue and/or earnings guidance we may provide.

Anti-takeover provisions under our charter documents and Delaware law could delay or prevent a change of control which could limit the market price of our common stock and may prevent or frustrate attempts by our stockholders to replace or remove our current management.

Our amended and restated certificate of incorporation and amended and restated by-laws, which are to become effective at or prior to the closing of this offering, contain provisions that could delay or prevent a change of control of our company or changes in our board of directors that our stockholders might consider favorable. Some of these provisions include:

∎ a board of directors divided into three classes serving staggered three-year terms, such that not all members of the board will be elected at one time;

∎ a prohibition on stockholder action through written consent, which requires that all stockholder actions be taken at a meeting of our stockholders;

∎ a requirement that special meetings of stockholders be called only by the chairman of the board of directors, the chief executive officer, or by a majority of the total number of authorized directors;

∎ advance notice requirements for stockholder proposals and nominations for election to our board of directors;

∎ a requirement that no member of our board of directors may be removed from office by our stockholders except for cause and, in addition to any other vote required by law, upon the approval of not less than two-thirds of all outstanding shares of our voting stock then entitled to vote in the election of directors;

∎ a requirement of approval of not less than two-thirds of all outstanding shares of our voting stock to amend any by-laws by stockholder action or to amend specific provisions of our certificate of incorporation; and

∎ the authority of the board of directors to issue preferred stock on terms determined by the board of directors without stockholder approval and which preferred stock may include rights superior to the rights of the holders of common stock.

In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporate Law, which may prohibit certain business combinations with stockholders owning 15% or more of our outstanding voting stock. These anti-takeover provisions and other provisions in our amended and restated certificate of incorporation and amended and restated by-laws could make it more difficult for stockholders or potential acquirers to obtain control of our board of directors or initiate actions that are opposed by the then-current board of directors and could also delay or impede a merger, tender offer or proxy contest involving our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing or cause us to take other corporate actions you desire. Any delay or

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prevention of a change of control transaction or changes in our board of directors could cause the market price of our common stock to decline.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on our company. If no securities or industry analysts commence coverage of our company, the trading price for our stock would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price may decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

Our amended and restated by-laws will designate specific courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Pursuant to our amended and restated by-laws, as will be in effect upon the completion of this offering, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) will be the sole and exclusive forum for state law claims for (1) any derivative action or proceeding brought on our behalf; (2) any action asserting a claim of breach of a fiduciary duty by any of our directors, officers, or other employees to us or our stockholders; (3) any action asserting a claim against us arising pursuant to any provision of the General Corporation Law of the State of Delaware or our certificate of incorporation or by-laws; (4) any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or by-laws; or (5) any action asserting a claim governed by the internal affairs doctrine. The forum selection clauses in our amended and restated by-laws may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to management. Some of the statements in the section captioned “Prospectus summary,” “Risk factors,” “Management’s discussion and analysis of financial condition and results of operations,” “Business” and elsewhere in this prospectus contain forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words.

These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements in this prospectus include, but are not limited to, statements about:

∎ the success, cost and timing of our product development activities, preclinical studies and clinical trials, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work, the period during which the results of the trials will become available, and our research and development programs;

∎ our ability to successfully complete IND-enabling preclinical studies for exoSTING and exoIL-12;

∎ the acceptance of our planned IND or CTA for each of exoSTING and exoIL-12;

∎ the design of our planned clinical trials of exoSTING and exoIL-12;

∎ our ability to advance any engEx product candidate into or successfully complete any clinical trial, or obtain marketing approval;

∎ the potential of our engEx Platform, engEx product candidates and engEx discovery programs;

∎ the potential of our engEx Platform to generate additional engEx product candidates;

∎ our ability to successfully manufacture our product candidates for preclinical studies, clinical trials or commercial use, if approved;

∎ our ability to construct a clinical manufacturing facility;

∎ our ability to utilize our engEx Platform to target multiple cell types;

∎ the potential indications that we may be able to target with our engEx Platform;

∎ our expectations regarding our ability to obtain and maintain intellectual property protection for our product candidates;

∎ the ability and willingness of our current and future collaborators to continue research and development activities relating to our product candidates;

∎ our ability to maintain regulatory approval, if obtained, of any of our current or future engEx product candidates, and any related restrictions, limitations and/or warnings in the label of an approved product candidate;

∎ our ability to license intellectual property relating to our product candidates and to comply with our existing license and collaboration agreements;

∎ our ability to commercialize our products, if approved, in light of the intellectual property rights of others;

∎ developments relating to the use of exosomes to develop therapeutics;

∎ the success of competing therapies that are or become available;

∎ our ability to obtain funding for our operations, including funding necessary to complete further development and commercialization of our product candidates;

∎ the commercialization of our product candidates, if approved;

∎ our plans to research, develop and commercialize our product candidates;

∎ our ability to attract collaborators with development, regulatory and commercialization expertise;

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∎ future agreements with third parties in connection with the commercialization of our product candidates and any other approved product;

∎ the size and growth potential of the markets for our product candidates, and our ability to serve those markets;

∎ the rate and degree of market acceptance of our product candidates;

∎ regulatory developments in the United States and foreign countries;

∎ our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately;

∎ our ability to attract and retain key scientific or management personnel;

∎ the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; and

∎ the impact of laws and regulations.

In addition, you should refer to the “Risk factors” section of this prospectus for a discussion of other important factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this prospectus represent our views as of the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this prospectus.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

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USE OF PROCEEDS

We estimate that the net proceeds to us from the issuance and sale of                  shares of our common stock in this offering will be approximately $            , assuming an initial public offering price of $             per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ option to purchase additional shares from us is exercised in full, we estimate that our net proceeds will be approximately $             million.

Each $1.00 increase (decrease) in the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $         million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1,000,000 shares in the number of shares we are offering would increase (decrease) the net proceeds to us from this offering by approximately $         million, assuming that the assumed initial public offering price remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds from this offering, together with our existing cash, cash equivalents and investments as follows:

∎ approximately $             for the advancement of exoSTING, including the conduct of our planned IND-enabling preclinical studies, completion of our IND or CTA submissions and the conduct of our planned Phase 1/2 clinical trial;

∎ approximately $             for the advancement of exoIL-12, including the conduct of our planned IND-enabling preclinical studies, completion of our IND or CTA submissions and the conduct of our planned Phase 1/2 clinical trial; and

∎ the remainder for expansion of our engEx Platform, including to advance the research and development of our engEx discovery programs, as well as for capital expenditures, working capital and other general corporate purposes.

This expected use of the net proceeds from this offering, together with our existing cash, cash equivalents and investments, represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering or the amounts that we will actually spend on the uses set forth above. Due to uncertainties inherent in the exosome therapeutic development process, it is difficult to estimate the exact amounts of the net proceeds that will be used for any particular purpose. We may use our existing cash, cash equivalents and investments and the future payments, if any, generated from any future collaboration agreements to fund our operations, either of which may alter the amount of net proceeds used for a particular purpose. In addition, the amount, allocation and timing of our actual expenditures will depend upon numerous factors, including the results of our research and development efforts, feedback from the FDA and other regulatory authorities, the timing and success of preclinical studies and clinical trials and the timing of regulatory submissions. We may also use a portion of the net proceeds to in-license, acquire or invest in additional businesses, technologies, products or assets, although currently we have no specific agreements, commitments or understandings in this regard. Accordingly, we will have broad discretion in using these proceeds. Pending their uses, we plan to invest the net proceeds of this offering in short- and immediate- term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

The expected net proceeds from this offering, together with our existing cash, cash equivalents and investments, will not be sufficient for us to fund any of our engEx product candidates through regulatory approval, and we will need to raise additional capital to complete the development and commercialization of our engEx product candidates. We

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expect to finance our cash needs through a combination of equity offerings, debt financings and potential collaborations, license and development agreements.

Based on our current plans, we believe our existing cash, cash equivalents and investments, together with the net proceeds from this offering, will be sufficient to fund our operating expenses and capital expenditure requirements through             . We have based this estimate on assumptions that may prove to be incorrect, and we could expend our available capital resources at a rate greater than we currently expect.

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock or any other securities. We anticipate that we will retain all available funds and any future earnings, if any, for use in the operation of our business and do not anticipate paying cash dividends in the foreseeable future. In addition, future debt instruments may materially restrict our ability to pay dividends on our common stock. Payment of future cash dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, the requirements of then-existing debt instruments and other factors our board of directors deems relevant.

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CAPITALIZATION

The following table sets forth our cash, cash equivalents and investments and our capitalization as of March 31, 2019:

∎ on an actual basis;

∎ on a pro forma basis to give effect to: (i) the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into an aggregate of 73,904,074 shares of common stock upon the consummation of this offering, (ii) the vesting of options to purchase 400,000 shares of common stock subject to service-based vesting conditions that accelerate upon the consummation of this offering, resulting in the recognition of adjustments to the as-reported stock-based compensation expense, (iii) the achievement of performance-based vesting conditions with respect to options to purchase 1,222,000 shares of common stock that are subject to both: (a) performance-based vesting conditions that could be satisfied upon the consummation of this offering, resulting in the recognition of adjustments to the as-reported stock-based compensation expense and (b) market conditions and (iv) the filing and effectiveness of our amended and restated certificate of incorporation upon the completion of this offering; and

∎ on a pro forma as adjusted basis to give further effect to the issuance and sale of                  shares of our common stock in this offering at an assumed initial public offering price of $        per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering will depend on the actual initial public offering price and other terms of this offering determined at pricing.

You should read the information in this table together with our consolidated financial statements and the related notes appearing elsewhere in this prospectus, as well as the sections of this prospectus captioned “Selected consolidated financial data” and “Management’s discussion and analysis of financial condition and results of operations.”

	AS OF MARCH 31, 2019
	ACTUAL			PRO FORMA			PRO FORMA AS ADJUSTED
	(In thousands, except share and per share data)
Cash, cash equivalents and investments	$	128,529		$	128,529		$
Redeemable convertible preferred stock, $0.0001 par value; 74,804,100 shares authorized, 73,904,074 shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted	$	204,262		$	—		$
Stockholders’ (deficit) equity:
Preferred stock, $0.0001 par value; no shares authorized, issued or outstanding, actual;                  shares authorized, no shares issued or outstanding, pro forma and pro forma as adjusted		—			—
Common stock, $0.0001 par value; 120,000,000 shares authorized, 23,322,652 shares issued and outstanding, actual;                  shares authorized, 97,226,726 shares issued and outstanding, pro forma; 150,000,000 shares authorized,                  shares issued and outstanding, pro forma as adjusted		2			9
Additional paid-in capital		—			189,287
Accumulated other comprehensive (loss) income		21			21
Accumulated deficit		(124,237	)		(109,269	)
Total stockholders’ (deficit) equity		(124,214	)		80,048
Total capitalization	$	80,048		$	80,048		$

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A $1.00 increase (decrease) in the assumed initial public offering price of $        per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash, cash equivalents and investments, additional paid-in capital, total stockholders’ (deficit) equity and total capitalization by $              million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, an increase (decrease) of 1,000,000 shares in the number of shares offered by us in this offering, as set forth of the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of cash, cash equivalents and investments, additional paid-in capital, total stockholders’ (deficit) equity and total capitalization by $              million, assuming no change in the assumed initial public offering price per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The table above is based on shares outstanding as of March 31, 2019 and excludes:

∎ 26,868,597 shares of common stock issuable upon the exercise of stock options outstanding as of March 31, 2019 under the 2015 Plan, at a weighted average exercise price of $1.14 per share;

∎ 3,042,819 shares of common stock reserved for future issuance as of March 31, 2019 under the 2015 Plan, any unissued shares of which will cease to be available for issuance upon the completion of this offering;

∎             shares of our common stock that will become available for future issuance under the 2019 Stock Option and Incentive Plan upon the effectiveness of the registration statement of which this prospectus forms a part; and

∎             shares of our common stock that will become available for future issuance under the 2019 Employee Stock Purchase Plan upon the effectiveness of the registration statement of which this prospectus forms a part.

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DILUTION

If you invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the difference between the initial public offering price per share of common stock and the pro forma as adjusted net tangible book value per share of common stock immediately after this offering.

Our historical net tangible book value (deficit) as of March 31, 2019 was ($126.2) million, or ($5.41) per share of common stock. Our historical net tangible book value (deficit) is the amount of our total tangible assets less our total liabilities and the carrying value of our redeemable convertible preferred stock. Historical net tangible book value (deficit) per share represents historical net tangible book value (deficit) divided by the 23,322,652 shares of common stock outstanding as of March 31, 2019 .

Our pro forma net tangible book value as of March 31, 2019 was $78.1 million, or $0.80 per share of common stock. Pro forma net tangible book value is the amount of our total tangible assets less our total liabilities, after giving effect to: (i) the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into an aggregate of 73,904,074 shares of common stock upon the consummation of this offering, (ii) the vesting of options to purchase 400,000 shares of common stock subject to service-based vesting conditions that accelerate upon the consummation of this offering, resulting in the recognition of adjustments to the as-reported stock-based compensation expense and (iii) the achievement of performance-based vesting conditions with respect to options to purchase 1,222,000 shares of common stock that are subject to both: (a) performance-based vesting conditions that could be satisfied upon the consummation of this offering, resulting in the recognition of adjustments to the as-reported stock-based compensation expense and (b) market conditions. Pro forma net tangible book value per share represents pro forma net tangible book value divided by the total number of shares outstanding as of March 31, 2019, after giving effect to the pro forma adjustments described above.

After giving further effect to the sale and issuance of                  shares of our common stock in this offering at an assumed initial public offering price of $        per share, the midpoint of the price range set forth on the cover of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of March 31, 2019 would have been $              million, or $        per share. This represents an immediate increase in pro forma as adjusted net tangible book value per share of $        to existing stockholders and immediate dilution of $        in pro forma as adjusted net tangible book value per share to new investors participating in this offering. Dilution per share to new investors is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the assumed initial public offering price per share paid by new investors. The pro forma as adjusted information below is illustrative only and will depend on the actual initial public offering price and other terms of this offering determined at pricing.

The following table illustrates this dilution on a per share basis to new investors:

Assumed initial public offering price per share				$
Historical net tangible book value (deficit) per share as of March 31, 2019	$	(5.41	)
Increase in historical net tangible book value per share attributable to the automatic conversion of all outstanding shares of redeemable convertible preferred stock upon completion of this offering		6.21
Pro forma net tangible book value per share as of March 31, 2019		0.80
Increase in pro forma net tangible book value per share attributable to new investors participating in this offering
Pro forma as adjusted net tangible book value per share after this offering
Dilution per share to new investors participating in this offering				$

A $1.00 increase (decrease) in the assumed initial public offering price of $        per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net

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tangible book value by $        , or $        per share, and increase (decrease) the dilution per share to investors participating in this offering by $        per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase of 1,000,000 shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase our pro forma as adjusted net tangible book value by $        , or $        per share, and decrease the dilution per share to investors participating in this offering by $        per share, assuming that the assumed initial public offering price remains the same, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. A decrease of 1,000,000 shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would decrease our pro forma as adjusted net tangible book value by $        , or $        per share, and increase the dilution per share to investors participating in this offering by $        per share, assuming that the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option in full to purchase                  additional shares of common stock in this offering, our pro forma as adjusted net tangible book value per share after this offering would be $        , representing an immediate increase in pro forma as adjusted net tangible book value per share of $        to existing stockholders and immediate dilution in pro forma as adjusted net tangible book value per share of $        to investors participating in this offering, assuming an initial public offering price of $        per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, on the pro forma as adjusted basis described above as of March 31, 2019, the total number of shares of common stock purchased from us on an as converted to common stock basis, the total consideration paid or to be paid, and the average price per share paid or to be paid by existing stockholders and by investors participating in this offering at an assumed initial public offering price of $        per share, the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. As the table shows, new investors purchasing common stock in this offering will pay an average price per share substantially higher than our existing stockholders paid.

	SHARES PURCHASED			TOTAL CONSIDERATION			AVERAGE  PRICE PER  SHARE
	NUMBER	PERCENTAGE		AMOUNT	PERCENTAGE
				(In thousands)
Existing stockholders			%	$		%	$
Investors participating in this offering
Total			100%	$		100%	$

A $1.00 increase (decrease) in the assumed initial public offering price of $        per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors by $              million and, in the case of an increase, would increase the percentage of total consideration paid by new investors by              percentage points and, in the case of a decrease, would decrease the percentage of total consideration paid by new investors by              percentage points, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. An increase (decrease) of 1,000,000 in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors by $              million and, in the case of an increase, would increase the percentage of total consideration paid by new investors by              percentage points and, in the case of a decrease, would decrease the percentage of total consideration paid by new investors by              percentage points, assuming no change in the assumed initial public offering price per share.

The table assumes no exercise of the underwriters’ option to purchase additional shares in this offering. If the underwriters’ option to purchase additional shares is exercised in full, the number of shares of our common stock

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held by existing stockholders would be reduced to     % of the total number of shares of our common stock outstanding after this offering, and the number of shares of common stock held by new investors participating in the offering would be increased to     % of the total number of shares outstanding after this offering.

The above discussion and tables are based on shares of common stock issued and outstanding as of March 31, 2019 and excludes:

∎ 26,868,597 shares of common stock issuable upon the exercise of stock options outstanding as of March 31, 2019 under the 2015 Plan, at a weighted average exercise price of $1.14 per share;

∎ 3,042,819 shares of common stock reserved for future issuance as of March 31, 2019 under the 2015 Plan, any unissued shares of which will cease to be available for issuance upon the completion of this offering;

∎             shares of our common stock that will become available for future issuance under the 2019 Stock Option and Incentive Plan upon the effectiveness of the registration statement of which this prospectus forms a part; and

∎             shares of our common stock that will become available for future issuance under the 2019 Employee Stock Purchase Plan upon the effectiveness of the registration statement of which this prospectus forms a part.

New investors will experience further dilution if new options or warrants are issued under our equity incentive plans or we issue additional shares of common stock, other equity securities or convertible debt securities in the future. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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SELECTED CONSOLIDATED FINANCIAL DATA

We have derived the consolidated statement of operations data for the years ended December 31, 2017 and 2018 and the consolidated balance sheet data as of December 31, 2017 and 2018 from our audited consolidated financial statements appearing elsewhere in this prospectus. The consolidated statement of operations data for the three months ended March 31, 2018 and 2019 and the consolidated balance sheet data as of March 31, 2019 have been derived from our unaudited consolidated financial statements appearing elsewhere in this prospectus and have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the unaudited data reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial information in those statements. You should read the following selected consolidated financial data together with our consolidated financial statements and the related notes appearing elsewhere in this prospectus and the “Management’s discussion and analysis of financial condition and results of operations” section of this prospectus. The selected consolidated financial data contained in this section are not intended to replace our consolidated financial statements and the related notes. Our historical results are not necessarily indicative of the results that may be expected in any future period and our operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2019 or any other interim periods or any future year or period.

	YEAR ENDED DECEMBER 31,						THREE MONTHS ENDED MARCH 31,
	2017			2018			2018			2019
	(In thousands, except share and per share data)
Consolidated Statement of Operations Data:
Operating expenses:
Research and development	$	21,320		$	28,471		$	7,955		$	10,187
Acquired in-process research and development		—			8,071			—			—
General and administrative		6,178			9,898			1,950			3,867
Total operating expenses		27,498			46,440			9,905			14,054
Loss from operations		(27,498	)		(46,440	)		(9,905	)		(14,054	)
Other income:
Interest income		547			1,363			376			428
Other income (expense), net		—			535			(2	)		316
Total other income, net		547			1,898			374			744
Net loss	$	(26,951	)	$	(44,542	)	$	(9,531	)	$	(13,310	)
Cumulative dividends on redeemable convertible preferred stock		(8,442	)		(13,681	)		(3,372	)		(3,375	)
Net loss attributable to common stockholders	$	(35,393	)	$	(58,223	)	$	(12,903	)	$	(16,685	)
Net loss per share attributable to common stockholders, basic and diluted (1)	$	(1.88	)	$	(2.72	)	$	(0.63	)	$	(0.72	)
Weighted average common shares outstanding, basic and diluted (1)		18,838,510			21,395,300			20,393,294			23,253,072
Pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited) (1)				$	(0.47	)				$	(0.14	)
Pro forma weighted average common shares outstanding, basic and diluted (unaudited) (1)					95,231,966						97,144,415

⁽¹⁾  See Note 16 to our consolidated financial statements appearing elsewhere in this prospectus for details on the calculation of basic and diluted net loss per share attributable to common stockholders and unaudited pro forma basic and diluted net loss per share attributable to common stockholders.

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	AS OF DECEMBER 31,						AS OF MARCH 31,
	2017			2018			2019
	(In thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and investments	$	127,267		$	88,864		$	128,529
Working capital (1)		124,092			86,157			122,806
Total assets		134,250			97,659			144,000
Redeemable convertible preferred stock		189,736			201,023			204,262
Accumulated deficit		(60,422	)		(108,984	)		(124,237	)
Total stockholders’ deficit		(60,420	)		(108,991	)		(124,214	)

⁽¹⁾  We define working capital as current assets less current liabilities. See our consolidated financial statements and related notes appearing elsewhere in this prospectus for further details regarding our current assets and current liabilities.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the “Selected consolidated financial data” section of this prospectus and our consolidated financial statements and related notes appearing elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk factors” section of this prospectus, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Codiak BioSciences is harnessing exosomes—natural intercellular messengers—to pioneer a new class of biologic medicines, exosome therapeutics. Exosomes are vesicles released and taken up by all cells and convey and protect complex biologically active molecules that can alter the function of recipient cells. Since exosomes are inherently non-immunogenic, we believe exosomes are an ideal solution for developing a broad spectrum of allogeneic therapies. We have developed the engEx Platform, our proprietary and versatile exosome engineering and manufacturing platform, to expand upon the innate properties of exosomes to design novel exosome therapeutics. We believe our engEx Platform has the potential to produce a broad pipeline of product candidates that will have a transformative impact on the treatment of a broad spectrum of diseases with high unmet medical need, including in the areas of oncology, immune-based diseases, metabolic and fibrotic disorders, neurodegenerative disorders and rare diseases. Our intention is to exploit this broad potential through our own efforts as well as in collaboration with strategic partners. We are focused initially on targeting immune cells with our first product candidates generated from our engEx Platform, or engEx product candidates, which are currently in preclinical development. We plan to advance our first two engEx product candidates, exoSTING and exoIL-12, into clinical development in 2020.

We were incorporated and commenced operations in 2015. Since inception, we have devoted substantially all of our resources to developing our engEx Platform, our engEx product candidates and engEx exosomes, preclinical candidates, building our intellectual property portfolio, process development and manufacturing function, business planning, raising capital and providing general and administrative support for these operations. To date, we have financed our operations primarily with proceeds from sales of our redeemable convertible preferred stock and our collaboration with Jazz Pharmaceuticals Ireland Limited, or Jazz, which is described below. We have raised an aggregate of $168.2 million through the issuance of our redeemable convertible preferred stock and convertible debt, net of issuance costs, and $56.0 million as an upfront payment from Jazz pursuant to the collaboration agreement.

We are a research and development stage company and we have not generated any revenue from product sales, and do not expect to do so for several years, if at all. All of our product candidates are still in preclinical development. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of one or more of our product candidates. Since our inception, we have incurred significant operating losses, including net losses of $27.0 million and $44.5 million for the years ended December 31, 2017 and 2018, respectively, and $13.3 million for the three months ended March 31, 2019. As of March 31, 2019, we had an accumulated deficit of $124.2 million. We expect to incur substantial additional losses in the future as we expand our research and development activities. We anticipate that our expenses will increase significantly in connection with our ongoing activities, as we:

∎ advance our engEx product candidates, exoSTING and exoIL-12, into IND-enabling studies and, if successful, clinical trials;

∎ advance other engEx discovery programs through preclinical development and into clinical trials;

∎ further invest in our engEx Platform to expand breadth of the exosome therapeutics we may develop;

∎ further invest in our infrastructure and manufacturing capabilities, including the construction of our Phase 1/2 clinical manufacturing facility;

∎ seek regulatory approval for current and future product candidates;

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∎ maintain, expand, protect and defend our intellectual property portfolio;

∎ acquire or in-license technology;

∎ increase our headcount to support our development efforts and to expand our clinical development team; and

∎ incur additional costs and headcount associated with operating as a public company upon the completion of this offering.

In addition, if we obtain marketing approval for any of our engEx product candidates, we expect to incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution.

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity, debt financings or other capital sources, including collaborations with other companies or other strategic transactions. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as, and when, needed, we may have to significantly delay, scale back or discontinue the development and commercialization of one or more of our product candidates or delay our pursuit of potential in-licenses or acquisitions.

Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

As of March 31, 2019, we had cash, cash equivalents and investments of $128.5 million. We believe that the anticipated net proceeds from this offering, together with our existing cash, cash equivalents and investments as of March 31, 2019, will enable us to fund our operating expenses and capital expenditure requirements through             . We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. See ‘‘—Liquidity and capital resources.’’

Without giving effect to the anticipated net proceeds from this offering, we expect that our existing cash, cash equivalents and investments as of March 31, 2019 will be sufficient to fund our operating expenses and capital expenditure requirements for at least the next twelve months from the date of this prospectus.

Financial operations overview

Revenue

We have not generated any revenue from product sales and do not expect to generate any revenue from the sale of products for several years, if at all. If our development efforts for our current or future engEx product candidates are successful and result in marketing approval or additional collaboration or license agreements with third parties, we may generate revenue in the future from a combination of product sales or payments from additional collaboration or license agreements that we may have entered into or may enter into with third parties. In January 2019, we entered into a collaboration and license agreement with Jazz, pursuant to which we granted Jazz an exclusive, worldwide, royalty-bearing license to use our engEx precision exosome engineering and manufacturing platform for the purposes of developing, manufacturing and commercializing exosome therapeutic candidates directed at up to five targets. For the foreseeable future, we expect substantially all of our revenue to be generated from our collaboration and license agreement with Jazz and any other collaboration and license agreements we may enter into. During the three months ended March 31, 2019, we did not recognize any revenue related to our arrangement with Jazz as we had not commenced substantial work as of March 31, 2019. We recorded $56.0 million as a deferred revenue as of March 31, 2019. We expect to commence revenue recognition during the quarter ended June 30, 2019.

Research and development expense

The nature of our business and primary focus of our activities generate a significant amount of research and development costs. Research and development expenses represent costs incurred by us for the following:

∎ costs to develop our engEx Platform;

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∎ discovery efforts leading to engEx product candidates;

∎ preclinical development costs for our programs; and

∎ costs to develop our manufacturing technology and infrastructure.

The costs above comprise the following categories:

∎ personnel-related expenses, including salaries, benefits and stock-based compensation expense;

∎ expenses incurred under agreements with third parties, such as contract research organizations, or CROs, that conduct our preclinical studies;

∎ licensing costs;

∎ costs of acquiring, developing, and manufacturing materials for preclinical studies, including both internal manufacturing and third-party contract manufacturing organizations, or CMOs;

∎ costs of outside consultants and advisors, including their fees, stock-based compensation and related travel expenses;

∎ expenses incurred for the procurement of materials, laboratory supplies and non-capital equipment used in the research and development process; and

∎ facilities, depreciation, amortization and other direct and allocated expenses incurred as a result of research and development activities.

Our primary focus of research and development since inception has been the development of our engEx Platform and our pipeline. Given the early-stage nature of our development programs, our direct research and development expenses are not tracked on a program-by-program basis. Our research and development costs consist primarily of external costs, such as fees paid to CMOs, CROs and consultants in connection with our preclinical studies and experiments. We do not allocate employee-related costs and other costs to specific research and development programs because these costs are used across all programs under development. We plan to track external research and development costs for any individual product candidate when we advance that product candidate into clinical trials.

The following table reflects our research and development expenses for the years ended December 31, 2017 and 2018 and the three months ended March 31, 2018 and 2019:

	YEAR ENDED DECEMBER 31,				THREE MONTHS ENDED MARCH 31,
	2017		2018		2018		2019
	(In thousands)
engEx Platform	$	9,721	$	12,015	$	3,521	$	5,540
Personnel-related (including stock-based compensation)		8,356		12,598		3,506		3,520
Other research and development expenses		3,243		3,858		928		1,127
Total research and development expenses	$	21,320	$	28,471	$	7,955	$	10,187

Research and development activities are central to our business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. We expect that our research and development expenses will continue to increase in the foreseeable future as we initiate clinical trials for our engEx product candidates, exoSTING and exoIL-12, continue to discover and develop additional engEx product candidates, build manufacturing capabilities, enhance our engEx Platform, expand into additional therapeutic areas and incur expenses associated with hiring additional personnel to support our research and development efforts.

At this time, we cannot reasonably estimate or know the nature, timing and estimated costs of the efforts that will be necessary to complete the development of, and obtain regulatory approval for, any of our product candidates. We are also unable to predict when, if ever, material net cash inflows will commence from sales or licensing of our engEx

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product candidates. This is due to the numerous risks and uncertainties associated with drug development, including the uncertainty of:

∎ our ability to add and retain key research and development personnel;

∎ our ability to establish an appropriate safety profile with IND-enabling toxicology and other preclinical studies;

∎ our ability to successfully develop, obtain regulatory approval for, and then successfully commercialize, our engEx product candidates;

∎ our successful enrollment in and completion of clinical trials, including our ability to generate positive data from any such clinical trials;

∎ the costs associated with the development of any additional development programs we identify in-house or acquire through collaborations;

∎ our ability to discover, develop and utilize biomarkers to demonstrate target engagement, pathway engagement and the impact on disease progression, as applicable, of our product candidates;

∎ our ability to establish and maintain agreements with third-party manufacturers for clinical supply for our clinical trials and commercial manufacturing, if our engEx product candidates are approved;

∎ our ability to maintain our collaboration agreement with Jazz and earn milestone payments thereunder;

∎ the terms and timing of any additional collaboration, license or other arrangement, including the terms and timing of any milestone payments thereunder;

∎ our ability to obtain and maintain patent, trade secret and other intellectual property protection and regulatory exclusivity for our product candidates if and when approved;

∎ our receipt of marketing approvals from applicable regulatory authorities; and

∎ the continued acceptable safety profiles of any engEx product following approval.

A change in any of these variables with respect to the development of any of our product candidates would significantly change the costs, timing and viability associated with the development of that product candidate.

Acquired in-process research and development expense

Acquired in-process research and development expenses consist of costs to acquire assets under in-licensing arrangements, which do not have an alternative future use or otherwise qualify for capitalization, for use in the development of our engEx Platform and related product candidates.

General and administrative expense

General and administrative expenses consist primarily of salaries and other related costs, including stock-based compensation, for personnel in our executive, finance, business development and administrative functions. General and administrative expenses also include legal fees relating to patent and corporate matters; professional fees for accounting, auditing, tax and administrative consulting services; insurance costs; administrative travel expenses; and facility-related expenses, which include direct depreciation costs and allocated expenses for rent and maintenance of facilities and other operating costs. These costs relate to the operation of the business, unrelated to the research and development function, or any individual program.

We anticipate that our general and administrative expenses will increase in the future as we increase our headcount to support the expected growth in our research and development activities and the potential commercialization of our product candidates, if approved. We also expect to incur increased expenses associated with being a public company, including increased costs of accounting, audit, legal, regulatory and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance costs and investor and public relations costs. We also expect to incur additional intellectual property-related expenses as we file patent applications to protect innovations arising from our research and development activities.

Interest income

Interest income consists of interest income earned from our cash, cash equivalents and investments.

Other income (expense), net

Other income (expense), net primarily consists of the amortization of purchased premiums and discounts associated with our investments.

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Income taxes

Since our inception in 2015, we have not recorded any U.S. federal or state income tax benefits for the net losses we have incurred in each year or our earned research and development tax credits, due to our uncertainty of realizing a benefit from those items. As of December 31, 2018, we had federal and state net operating loss carryforwards of $67.4 million and $68.2 million, respectively, which may be available to offset future taxable income. During the year ended December 31, 2018, we generated a federal net operating loss of $31.0 million which has an indefinite carryforward period. The remaining $36.4 million of federal net operating loss carryforwards and our state net operating loss carryforwards would begin to expire in 2035. As of December 31, 2018, we also had federal and state research and development tax credit carryforwards of $2.9 million and $1.4 million, respectively, which may be available to offset future income tax liabilities and which would begin to expire in 2035 and 2031, respectively.

Results of operations

The following table summarizes our consolidated statements of operations for each period presented:

	YEAR ENDED DECEMBER 31,						THREE MONTHS ENDED MARCH 31,
	2017			2018			2018			2019
	(In thousands)
Operating expenses:
Research and development	$	21,320		$	28,471		$	7,955		$	10,187
Acquired in-process research and development		—			8,071			—			—
General and administrative		6,178			9,898			1,950			3,867
Total operating expenses		27,498			46,440			9,905			14,054
Loss from operations		(27,498	)		(46,440	)		(9,905	)		(14,054	)
Other income:
Interest income		547			1,363			376			428
Other income (expense), net		—			535			(2	)		316
Total other income, net		547			1,898			374			744
Net loss	$	(26,951	)	$	(44,542	)	$	(9,531	)	$	(13,310	)

Comparison of the three months ended March 31, 2018 and 2019

Research and development expense

The following table summarizes our research and development expenses for the three months ended March 31, 2018 and 2019, along with the changes in those items (in thousands):

	THREE MONTHS ENDED MARCH 31,				CHANGE
	2018		2019		$
engEx Platform	$	3,521	$	5,540	$	2,019
Personnel-related (including stock-based compensation)		3,506		3,520		14
Other research and development expenses		928		1,127		199
Total research and development expenses	$	7,955	$	10,187	$	2,232

Research and development expenses increased $2.2 million from $8.0 million for the three months ended March 31, 2018 to $10.2 million for the three months ended March 31, 2019.

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The increase in research and development expenses was primarily attributable to the following:

∎ $2.0 million increase in expenses incurred to advance our engEx Platform, driven primarily by increases of $0.5 million in laboratory expenses, $0.4 million in preclinical study expenses and $1.1 million in manufacturing costs;

∎ personnel-related costs remained consistent due to a $1.0 million increase in expenses driven by an increase in head count, offset by a $1.0 million decrease in stock-based compensation expense; and

∎ $0.2 million increase in other research and development costs, including rent, depreciation and other miscellaneous costs.

Acquired in-process research and development expense

We did not incur acquired in-process research and development expenses during the three months ended March 31, 2018 or 2019.

General and administrative expense

The following table summarizes our general and administrative expenses for the three months ended March 31, 2018 and 2019, along with the changes in those items (in thousands):

	THREE MONTHS ENDED MARCH 31,				CHANGE
	2018		2019		$
Personnel-related (including stock-based compensation)	$	1,110	$	2,327	$	1,217
Professional fees		520		884		364
Facility-related and other general and administrative expenses		320		656		336
Total general and administrative expenses	$	1,950	$	3,867	$	1,917

General and administrative expenses increased $1.9 million from $2.0 million for the three months ended March 31, 2018 to $3.9 million for the three months ended March 31, 2019.

The increase in general and administrative expenses was primarily attributable to the following:

∎ $1.2 million increase in personnel-related costs due to increased headcount, including a $0.3 million increase in stock-based compensation;

∎ $0.4 million increase in professional fees, driven primarily by increases in legal and accounting services; and

∎ $0.3 million increase in facility-related and other costs, driven primarily by increases in office-related expenses, business taxes and other general business expenses.

Interest income

Interest income for each of the three months ended March 31, 2018 and 2019 was $0.4 million.

Other income (expense), net

Other expense, net for the three months ended March 31, 2018 was less than $0.1 million. Other income, net for the three months ended March 31, 2019 was $0.3 million. The increase was primarily attributable to the amortization of purchased premiums and discounts associated with our investments.

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Comparison of the years ended December 31, 2017 and 2018

Research and development expense

The following table summarizes our research and development expenses for the years ended December 31, 2017 and 2018, along with the changes in those items (in thousands):

	YEAR ENDED DECEMBER 31,				CHANGE
	2017		2018		$
engEx Platform	$	9,721	$	12,015	$	2,294
Personnel-related (including stock-based compensation)		8,356		12,598		4,242
Other research and development expenses		3,243		3,858		615
Total research and development expenses	$	21,320	$	28,471	$	7,151

Research and development expenses increased $7.2 million from $21.3 million for the year ended December 31, 2017 to $28.5 million for the year ended December 31, 2018.

The increase in research and development expenses was primarily attributable to the following:

∎ $4.2 million increase in personnel-related costs due to increased headcount, including $2.3 million for increased stock-based compensation expense;

∎ $2.3 million increase in expenses incurred to advance our engEx Platform, driven primarily by increases of $1.7 million in laboratory expenses and $1.0 million in preclinical study expenses, offset in part by a $0.4 million decrease in manufacturing costs; and

∎ $0.6 million increase in other research and development costs, including rent, depreciation and other miscellaneous costs.

Acquired in-process research and development expense

On November 6, 2018, we entered into a License Agreement with Kayla Therapeutics S.A.S., or Kayla, pursuant to which we obtained a worldwide, sublicensable license under certain patent rights and to related know-how and methods to research, develop, manufacture and commercialize compounds and products covered by such patent rights in all diagnostic, prophylactic and therapeutic uses, or the Kayla License Agreement. In consideration for entering into the Kayla License Agreement, we paid an up-front payment consisting of $6.5 million in cash and issued 924,068 shares of common stock. We recorded an aggregate of $8.1 million to acquired in-process research and development expense during the year ended December 31, 2018 comprised of: (i) $6.5 million related to the cash payment and (ii) $1.6 million related to the issuance of our common stock based on the fair value of our common stock at the effective date of the agreement. We did not incur acquired in-process research and development expenses during the year ended December 31, 2017.

General and administrative expense

The following table summarizes our general and administrative expenses for the years ended December 31, 2017 and 2018, along with the changes in those items (in thousands):

	Year ended December 31,				Change
	2017		2018		$
Personnel-related (including stock-based compensation)	$	3,331	$	5,141	$	1,810
Professional fees		1,437		3,069		1,632
Facility-related and other general and administrative expenses		1,410		1,688		278
Total general and administrative expenses	$	6,178	$	9,898	$	3,720

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General and administrative expenses increased $3.7 million from $6.2 million for the year ended December 31, 2017 to $9.9 million for the year ended December 31, 2018.

The increase in general and administrative expenses was primarily attributable to the following:

∎ $1.8 million increase in personnel-related costs due to increased headcount, including $0.8 million in stock-based compensation;

∎ $1.6 million increase in professional fees, driven primarily by increases in legal and accounting services; and

∎ $0.3 million increase in facility-related and other costs, driven primarily by increases in office-related expenses, business taxes and other general business expenses.

Interest income

Interest income for the years ended December 31, 2017 and 2018 was $0.5 million and $1.4 million, respectively. The increase in interest income was driven by returns on higher average cash balances.

Other income (expense), net

Other income, net for the year ended December 31, 2018 was $0.5 million. No other income (expense), net was recognized for the year ended December 31, 2017. The increase was primarily attributable to the amortization of purchased premiums and discounts associated with our investments.

Liquidity and capital resources

Sources of liquidity

Since our inception, we have incurred significant losses in each period and on an aggregate basis. We have not yet commercialized any of our engEx product candidates, which are in various phases of preclinical development, and we do not expect to generate revenue from sales of any products for several years, if at all. We have funded our operations through March 31, 2019 with aggregate net proceeds of $168.2 million from sales of our redeemable convertible preferred stock and convertible debt, and the $56.0 million received from Jazz in conjunction with our collaboration and license agreement. As of March 31, 2019, we had cash, cash equivalents and investments of $128.5 million.

Historical cash flows

The following table provides information regarding our cash flows for each of the periods presented:

	YEAR ENDED DECEMBER 31,						THREE MONTHS ENDED MARCH 31,
	2017			2018			2018			2019
	(In thousands)
Net cash provided by (used in):
Operating activities	$	(23,879	)	$	(30,573	)	$	(8,178	)	$	45,207
Investing activities		(2,945	)		(78,543	)		(634	)		(1,785	)
Financing activities		76,362			(58	)		—			(824	)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	49,538		$	(109,174	)	$	(8,812	)	$	42,598

Operating activities

The cash used in operating activities resulted primarily from our net losses adjusted for non-cash charges and changes in components of working capital, which are primarily the result of increased prepaid expenses and timing of vendor payments and accruals.

During the year ended December 31, 2017, operating activities used $23.9 million of cash, primarily due to a net loss of $27.0 million, partially offset by non-cash charges of $2.3 million for stock-based compensation, $1.4 million for depreciation and $0.3 million for redeemable convertible preferred stock earned in connection with

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our Sponsored Research Agreement with the University of Texas MD Anderson Cancer Center, or MDACC, as amended, or the SRA. Additionally, changes in our operating assets and liabilities consisted of a $0.8 million decrease in accrued expenses and other liabilities and an increase of $0.3 million in prepaid expenses and other current assets, offset by a $0.3 million increase in accounts payable. The net change in our prepaid expenses, accounts payable and accrued expenses was due to the timing of payments.

During the year ended December 31, 2018, operating activities used $30.6 million of cash, primarily due to a net loss of $44.5 million, partially offset by $8.1 million for the acquisition of in-process research and development in connection with our in-licensing agreement with Kayla, which is classified as an investing activity, and non-cash charges including $5.4 million for stock-based compensation, $1.7 million for depreciation and $0.3 million for redeemable convertible preferred stock earned in connection with the SRA; these non-cash charges were offset by $0.6 million for accretion on investments. Additionally, changes in our operating assets and liabilities primarily consisted of a $1.5 million increase in prepaid expenses and other current assets and an offsetting $0.6 million net increase in accrued expenses, accounts payable and other liabilities. The increase in our prepaid expenses and other current assets was due primarily to deposits made on planned manufacturing activities. The offsetting net increase in accrued expenses, accounts payable and other liabilities was due to an increase in payroll-related costs and an increase in amounts for external services in connection with preclinical activities.

During the three months ended March 31, 2018, operating activities used $8.2 million of cash, primarily due to a net loss of $9.5 million, partially offset by non-cash charges of $1.7 million for stock-based compensation, $0.4 million for depreciation, and $0.1 million for redeemable convertible preferred stock earned in connection with the SRA. Additionally, changes in our operating assets and liabilities consisted of a $0.8 million decrease in accounts payable and a $0.3 million increase in prepaid expenses and other current assets, partially offset by a $0.4 million increase in accrued expenses and other liabilities. The net change in our prepaid expenses, accounts payable and accrued expenses was due to the timing of payments.

During the three months ended March 31, 2019, operating activities provided $45.2 million of cash, consisting of a net loss of $13.3 million less non-cash charges of $1.2 million, plus a net change in operating assets and liabilities of $57.3 million. Non-cash charges consisted of $1.0 million for stock-based compensation, $0.5 million for depreciation and $0.1 million for redeemable convertible preferred stock earned in connection with the SRA, partially offset by $0.3 million for accretion of investments. Additionally, changes in our operating assets and liabilities consisted of a $56.0 million increase in deferred collaboration revenue and a $2.1 million increase in accounts payable, partially offset by a $0.5 million decrease in accrued expenses and other liabilities and an increase of $0.3 million in prepaid expenses and other current assets. The net change in our prepaid expenses, accounts payable and accrued expenses was due to the timing of payments. The change in our deferred collaboration revenue was due to proceeds from our collaboration and license agreement with Jazz.

Investing activities

During the year ended December 31, 2017, net cash used in investing activities was $2.9 million, consisting of purchases of property and equipment. During the year ended December 31, 2018, net cash used in investing activities of $78.5 million was primarily related to purchases of investments of $97.2 million using the net proceeds from the issuance of our redeemable convertible preferred stock, offset by maturities of investments of $27.0 million, cash payments for purchases of in-process research and development of $6.5 million in connection with our in-licensing agreement with Kayla and $1.8 million in purchases of property and equipment.

During the three months ended March 31, 2018, net cash used in investing activities was $0.6 million, consisting of purchases of property and equipment. During the three months ended March 31, 2019, net cash used in investing activities was $1.8 million, consisting of $0.9 million of purchases of property and equipment and $58.9 million of purchases of short-term investments, partially offset by $58.0 million of maturities of short-term investments.

Financing activities

Net cash provided by financing activities was $76.4 million for the year ended December 31, 2017, consisting of net proceeds from the issuance of our redeemable convertible preferred stock. During the year ended December 31,

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2018, net cash used in financing activities was less than $0.1 million, primarily related to payments made for costs incurred in connection with our initial public offering.

There were no cash flows from financing activities for the three months ended March 31, 2018. For the three months ended March 31, 2019, net cash used in financing activities was $0.8 million, consisting of $1.0 million of payments made for costs incurred in connection with our initial public offering, offset by $0.2 million of proceeds from the exercise of stock options.

Plan of operation and future funding requirements

We expect our expenses to increase substantially in connection with our ongoing research and development activities, particularly as we advance the preclinical activities and initiate the clinical trials of our product candidates. In addition, upon the completion of this offering, we expect to incur additional costs associated with operating as a public company. As a result, we expect to incur substantial operating losses and negative operating cash flows in the foreseeable future.

Based on our current operating plan, we expect that the net proceeds from this offering, together with our existing cash, cash equivalents and investments, will enable us to fund our operating expenses and capital expenditure requirements through             . However, we have based this estimate on assumptions that may prove to be wrong and we could exhaust our capital resources sooner than we expect.

Because of the numerous risks and uncertainties associated with the development of our engEx Platform, exoSTING, exoIL-12 and other engEx development programs, and because the extent to which we may receive payments under our existing collaboration agreements or enter into collaborations with third parties for development of our product candidates is unknown, we may incorrectly estimate the timing and amounts of increased capital outlays and operating expenses associated with completing the research and development of our product candidates. Our funding requirements and timing and amount of our operating expenditures will depend on many factors, including, but not limited to:

∎ the rate of progress in the development of our engEx Platform, engEx product candidates and development programs;

∎ the scope, progress, results and costs of preclinical studies and clinical trials for any other engEx potential product candidates and development programs;

∎ the number and characteristics of programs and technologies that we develop or may in-license;

∎ the costs and timing of future commercialization activities, including manufacturing, marketing, sales and distribution, for any of our product candidates for which we receive marketing approval;

∎ the costs necessary to obtain regulatory approvals, if any, for any approved products in the United States and other jurisdictions, and the costs of post-marketing studies that could be required by regulatory authorities in jurisdictions where approval is obtained;

∎ the costs and timing of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending any intellectual property-related claims;

∎ the continuation of our existing strategic collaborations and licensing arrangements and entry into new collaborations and licensing arrangements;

∎ the costs we incur in maintaining business operations;

∎ the costs associated with being a public company;

∎ the revenue, if any, received from commercial sales of our engEx product candidates for which we receive marketing approval;

∎ the effect of competing technological and market developments; and

∎ the extent to which we acquire or invest in businesses, products and technologies, including entering into licensing or collaboration arrangements for product candidates.

Identifying potential product candidates and conducting preclinical studies and clinical trials is a time consuming, expensive and uncertain process that takes years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve product sales. In addition, our engEx product candidates, if approved, may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of

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products that we do not expect to be commercially available for many years, if ever. Accordingly, we will need to obtain substantial additional funds to achieve our business objectives.

Adequate additional funds may not be available to us on acceptable terms, or at all. We do not currently have any committed external source of funds. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a common stockholder. Additional debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring debt, making capital expenditures or declaring dividends and may require the issuance of warrants, which could potentially dilute your ownership interest.

If we raise additional funds through strategic collaborations or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs, or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit or terminate our product development programs or any future commercialization efforts or grant rights to develop and market product candidates to third parties that we would otherwise prefer to develop and market ourselves.

Contractual obligations

The following table summarizes our contractual obligations as of December 31, 2018 and the effects that such obligations are expected to have on our liquidity and cash flows in future periods (in thousands):

	Payments due by period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
Operating lease commitments (1)(3)(4)	$	4,740	$	1,541	$	3,199	$	—	$	—
Research agreement obligations (2)		3,256		1,563		1,693		—		—
Total	$	7,996	$	3,104	$	4,892	$	—	$	—

⁽¹⁾  We lease building space at 500 Technology Square in Cambridge, Massachusetts. Our lease will expire in December 2021 with an option to extend the term for a period of 5 years at market-based rent. The amounts in the table above represent the fixed contractual lease obligations, and do not include the optional extension.

⁽²⁾  Under our SRA we are obligated to pay fixed quarterly payments to MDACC for each year of operation ending in February 2021. The amounts in the table above represent these fixed payments and related overhead charges of 25% of each fixed quarterly payment in the period in which they are due and do not include non-cash fixed quarterly payments payable in the form of our Series B redeemable convertible preferred stock for the duration of the agreement. Under our SRA, we can terminate for convenience subject to certain trailing obligations.

⁽³⁾  On March 5, 2019, we entered into a non-cancelable property lease for 18,707 square feet of manufacturing space in Lexington, Massachusetts. The lease term is expected to commence in July 2019 and end in December 2029. We have the option to extend the lease twice, each for a five-year period, at market-based rent. We intend to fully occupy the space in early 2020. Future minimum lease payments, excluding operating expenses and real estate taxes, which begin in January 2020, are expected to be approximately $0.9 million in each of 2020, 2021 and 2022, $1.0 million in 2023, and $6.4 million thereafter. The landlord will contribute a total of up to $1.3 million toward the cost of tenant improvements. We were required to provide a $0.4 million security deposit, which we provided in the form of a letter of credit in the favor of the landlord. These amounts are excluded from the table above.

⁽⁴⁾  On March 22, 2019, we entered into a non-cancelable property lease for 68,258 square feet of office and laboratory space in Cambridge, Massachusetts. The lease term commenced upon execution of the lease by both parties on March 26, 2019 and is expected to end in November 2029. We have the option to extend the lease once for a 10-year period at market-based rent. We intend to occupy the space in early 2020 as our new corporate headquarters. Future minimum lease payments, excluding operating expenses and real estate taxes, which begin in November 2019, are expected to be approximately $0.5 million in 2019, $4.9 million in 2020, $5.0 million in 2021, $5.2 million in 2022, $5.3 million in 2023, and $35.1 million thereafter. The landlord will contribute a total of up to $12.3 million toward the cost of tenant improvements. We were required to provide a $3.7 million security deposit, which we provided in the form of a letter of credit in the favor of the landlord. These amounts are excluded from the table above.

We have a license agreement with MDACC under which, pursuant to certain exclusive license rights to exosome technology granted to us, we are obligated to pay milestone payments upon the achievement of development, regulatory and commercial milestones and the execution of sublicenses for qualifying products. We do not include

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these variable and contingent payments in the table above as they are not fixed and estimable. MDACC is eligible to receive, on a product-by-product basis, milestone payments upon the achievement of development, regulatory and commercial milestones totaling up to $2.4 million for diagnostic products and up to $9.5 million for therapeutic products. Under this agreement, we may also be obligated to pay royalty payments on commercial products, on a product-by-product basis. Furthermore, we are obligated to make a one-time payment to MDACC of an amount ranging from $20.0 million to $150.0 million, if by November 12, 2019, we are acquired or we close an equity financing, which includes this offering, and the price per share in such acquisition or equity financing (defined as the average of the closing sale prices for our common stock for the 30 consecutive trading days immediately preceding the closing), is equal to or in excess of the agreed upon price triggers equating to company valuations of approximately $1.4 billion to $5.8 billion. We may elect, at our sole discretion, to make such payments in cash or by the issuance of our common stock. Further, all amounts paid to MDACC for royalties, milestones, and sublicensing consideration will be credited against any such payments that become due. Due to the variable and contingent nature of these payments, they are excluded from the table above. We may terminate the license for convenience upon 180 days prior written notice to MDACC. The license automatically terminates upon our bankruptcy, if we challenge the validity or enforceability of any of the licensed patent rights, or our failure to make a number of payments in a timely manner over a specified period of time. Additionally, MDACC may terminate the license for our breach subject to certain specified cure periods.

In November 2018, we entered into a license agreement with Kayla, pursuant to which we obtained a worldwide, sublicensable license under certain patent rights and to related know-how and methods to research, develop, manufacture and commercialize compounds and products covered by such patent rights in all diagnostic, prophylactic and therapeutic uses. Such license rights include certain exclusive rights to the STING agonist compound in our exoSTING product candidate. We paid Kayla an up-front payment consisting of $6.5 million in cash and issued 924,068 shares of common stock with a fair market value of $1.6 million. Under the terms of the agreement, we are obligated to use commercially reasonable efforts to develop and commercialize products under the licensed patent rights, and are obligated to pay up to $100.0 million in cash payments and up to $13.0 million payable in shares of our common stock upon the achievement of specified clinical and regulatory milestones. Additionally, we may be obligated to pay a percentage of sublicensee payments, as applicable, and royalty payments on net sales from a licensed product. The royalty term is determined on a product-by-product and country-by-country basis and continues until the later of (i) the expiration of the last valid claim of the licensed patent rights that covers such product in such country, (ii) the loss or expiration of any period of marketing exclusivity for such product in such country, or (iii) ten years after the first commercial sale of such product in such country; provided that if the royalty is payable when no valid claim covers a given product in a given country, the royalty rate for sales of such product in such country is decreased. We do not include these variable and contingent payments in the table above as they are not fixed and estimable. We may terminate the license agreement on a licensed compound-by-licensed compound basis and on a region-by region basis for any reason upon 30 days prior written notice to Kayla. We or Kayla may terminate the license agreement for the other’s material breach that remains uncured for 60 days after receiving notice thereof.

We have agreements with certain vendors for various services, including services related to preclinical operations and support, for which we are not contractually able to terminate for convenience and avoid any and all future obligations to the vendors. Certain agreements provide for termination rights subject to termination fees or wind down costs. Under such agreements, we are contractually obligated to make certain payments to vendors, mainly, to reimburse them for their unrecoverable outlays incurred prior to cancellation. The exact amounts of such obligations are dependent on the timing of termination, and the exact terms of the relevant agreement and cannot be reasonably estimated.

Off-balance sheet arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Critical accounting policies and significant judgments and estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with generally accepted accounting

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principles in the United States, or GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are described in more detail in the notes to our consolidated financial statements appearing elsewhere in this prospectus, we believe the following accounting policies used in the preparation of our consolidated financial statements require the most significant judgments and estimates.

Revenue recognition

To date, we have entered into a collaboration and license arrangement with Jazz for the research, development and commercialization of product candidates, from which we expect to generate revenue in the foreseeable future. Accordingly, the contract with our customer includes promises related to licenses of intellectual property, research and development services and options to purchase additional goods and/or services. We recognize revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers (ASC 606). The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods and/or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and/or services. To determine the appropriate amount of revenue to be recognized, we perform the following steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) each performance obligation is satisfied.

Pursuant to the guidance in ASC 606, we account for a contract with a customer that is within the scope of ASC 606 when all of the following criteria are met: (i) the arrangement has been approved by the parties and the parties are committed to perform their respective obligations, (ii) each party’s rights regarding the goods and/or services to be transferred can be identified, (iii) the payment terms for the goods and/or services to be transferred can be identified, (iv) the arrangement has commercial substance and (v) collection of substantially all of the consideration to which we will be entitled in exchange for the goods and/or services that will be transferred to the customer is probable.

We assess the goods and/or services promised within the contract which contains multiple promises to evaluate which promises are distinct. Promises are considered to be distinct and therefore, accounted for as separate performance obligations, provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and (ii) the promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. We determine that a customer can benefit from a good or service if it could be used, consumed, sold for an amount that is greater than scrap value, or otherwise held in a way that generates economic benefits. Factors that are considered in determining whether or not two or more promises are not separately identifiable include, but are not limited to, the following: (i) we provide a significant service of integrating goods and/or services with other goods and/or services promised in the contract, (ii) one or more of the goods and/or services significantly modifies or customizes, or are significantly modified or customized by, one or more of the other goods and/or services promised in the contract and (iii) the goods and/or services are highly interdependent or highly interrelated. Individual goods or services (or bundles of goods and/or services) that meet both criteria for being distinct are accounted for as separate performance obligations. Promises that are not distinct at contract inception are combined into a single performance obligation. Options to acquire additional goods and/or services are evaluated to determine if such option provides a material right to the customer that it would not have received without entering into the contract. If so, the option is accounted for as a separate performance obligation. If not, the option is considered a marketing offer which would be accounted for as a separate contract upon the customer’s election.

The terms of our collaboration arrangement include the payment of one or more of the following: (i) non-refundable, up-front fees, (ii) development cost reimbursements, (iii) development, regulatory and commercial milestone payments, (iv) royalties on net sales of licensed products and (v) profit share for co-commercialized products. The

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transaction price generally comprises a fixed fee due at contract inception, but there is possible variable consideration in the form of cost reimbursements and milestone payments due upon the achievement of specified events. Additionally, we may earn sales milestones, tiered royalties earned when the licensee recognizes net sales of licensed products and potentially profit share related to co-commercialized products. We measure the transaction price based on the amount of consideration to which we expect to be entitled in exchange for transferring the promised goods and/or services to the customer. We utilize either the expected value method or the most likely amount method to estimate the amount of variable consideration, depending on which method is expected to better predict the amount of consideration to which we will be entitled. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. With respect to development and regulatory milestone payments, at the inception of the arrangement, we evaluate whether the associated event is considered probable of achievement and estimate the amount to be included in the transaction price using the most likely amount method. As part of the evaluation for development milestone payments, we consider several factors, including the stage of development of the targets included in the arrangement, the risk associated with the remaining development work required to achieve the milestone and whether or not the achievement of the milestone is within our control. Milestone payments that are not within our control or the control of the licensee, such as those dependent upon receipt of regulatory approval, are not considered to be probable of achievement until the triggering event occurs. With respect to sales-based royalties and profit share payments, including milestone payments based upon the achievement of a certain level of product sales, wherein the license is deemed to be the sole or predominant item to which the payments relate, we recognize revenue upon the later of: (i) when the related sales occur or (ii) when the performance obligation to which some or all of the payment has been allocated has been satisfied (or partially satisfied). To date, we have not recognized any development cost reimbursements, development, regulatory or commercial milestones, royalty or profit share revenue resulting from our collaboration arrangement. We considered the existence of a significant financing component in our arrangement and have determined that a significant financing component does not exist, as a substantive business purpose exists to support the payment structure other than to provide a significant benefit of financing. We update our assessment of the estimated transaction price, including the constraint on variable consideration, at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur. Any adjustments to the transaction price are recorded on a cumulative catch-up basis, which would affect revenue and net loss in the period of adjustment.

We generally allocate the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. However, certain components of variable consideration are allocated specifically to one or more particular performance obligations to the extent both of the following criteria are met: (i) the terms of the payment relate specifically to the efforts to satisfy the performance obligation or transfer the distinct good or service and (ii) allocating the variable amount of consideration entirely to the performance obligation or the distinct good or service is consistent with the allocation objective of the standard whereby the amount allocated depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the promised goods or services. We develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The key assumptions utilized in determining the standalone selling price for each performance obligation include forecasted revenues, development timelines, estimated research and development costs, discount rates, likelihood of exercise and probabilities of technical and regulatory success.

Revenue is recognized based on the amount of the transaction price that is allocated to each respective performance obligation when or as the performance obligation is satisfied by transferring a promised good and/or service to the customer. For performance obligations that are satisfied at a point in time, we recognize revenue when control of the goods and/or services is transferred to the customer. For performance obligations that are satisfied over time, we recognize revenue by measuring the progress toward complete satisfaction of the performance obligation using a single method of measuring progress which depicts the performance in transferring control of the associated goods and/or services to the customer. We generally use input methods to measure the progress toward the complete satisfaction of performance obligations satisfied over time. With respect to promises related to licenses to intellectual property that is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenue from amounts allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other

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promises, we utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. We evaluate the measure of progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and net loss in the period of adjustment.

Research and development expenses and related accruals

Research and development expenses include costs directly attributable to the conduct of research and development programs, including personnel-related expenses such as salaries, benefits, and stock-based compensation expense; materials; supplies; depreciation on and maintenance of research equipment; manufacturing and external costs related to outside vendors engaged to conduct preclinical studies; and the allocable portions of facility costs, such as rent, utilities, repairs and maintenance, depreciation, and general support services. All costs associated with research and development activities are expensed as incurred.

As part of the process of preparing our consolidated financial statements, we are required to estimate our accrued research and development expenses. This process involves reviewing open contracts and purchase orders, communicating with our personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated costs incurred for the services when we have not yet been invoiced or otherwise notified of the actual costs. The majority of our service providers invoice us in arrears for services performed, on a pre-determined schedule or when contractual milestones are met; however, some require advanced payments. We make estimates of our accrued expenses as of each balance sheet date in our financial statements based on facts and circumstances known to us at that time. Examples of estimated accrued research and development expenses include fees paid to:

∎ CROs in connection with performing research services and preclinical studies;

∎ other providers and vendors in connection with preclinical development activities; and

∎ vendors related to product manufacturing, development and distribution of preclinical supplies.

Acquired in-process research and development (IPR&D)

If we acquire an asset or group of assets under an in-licensing arrangement that do not meet the definition of a business under FASB ASC Topic 805, Business Combinations (ASC 805), and the acquired IPR&D does not have an alternative future use, it is expensed on its acquisition date in accordance with guidance in FASB ASC Topic 730, Research and Development (ASC 730). Contingent payments for the assets acquired are expensed or capitalized based on the nature of the associated asset at the date the related contingency is resolved.

Stock-based compensation

We issue stock-based awards to employees, directors and non-employee consultants and founders, generally in the form of stock options and restricted stock. We account for our stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation (ASC 718). ASC 718 requires all share-based payments to employees and qualifying directors to be recognized as expense based on the fair value on the date of grant. On January 1, 2019, we early adopted ASU No. 2018-07, Compensation—Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07), which expands the scope of ASC 718 to include share-based payments to non-employees. In connection with our adoption of ASU 2018-07, we establish the fair value of share-based payments to non-employees at the adoption date for existing awards, and at the grant date for new awards. Prior to the adoption of ASU 2018-07, we accounted for our stock-based compensation awards to non-employees in accordance with FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees (ASC 505-50). ASC 505-50 required the fair value of non-employee awards to be remeasured at each reporting period prior to completion of the service, based on the then-current fair value.

We primarily issue stock options and restricted stock with service-based vesting conditions. Compensation expense related to awards to employees, directors and non-employees with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated requisite service period of the award, which is generally the vesting term. For awards to employees with performance-based vesting conditions and/or market-based conditions, we recognize expense based on the grant date fair value over the associated requisite service period of the award using the accelerated attribution model if, and to the extent that, achievement is

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determined to be probable. The cumulative effect on current and prior periods of a change in the estimated time to vesting for awards that contain performance-based conditions will be recognized as compensation cost in the current period. We recognize forfeitures as they occur.

We classify stock-based compensation expense in our consolidated statements of operations in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified. In future periods, we expect stock-based compensation expense to increase, due in part to our existing unrecognized stock-based compensation expense and as we grant additional stock-based awards to continue to attract and retain our employees.

Fair value of stock-based awards

We determine the fair value of restricted stock awards in reference to the fair value of our common stock less any applicable purchase price. We estimate the fair value of our stock options granted with service-based and/or performance-based vesting conditions using the Black-Scholes option pricing model, which requires inputs of subjective assumptions, including: (i) the expected volatility of our common stock, (ii) the expected term of the award, (iii) the risk-free interest rate, (iv) expected dividends and (v) the fair value of our common stock. Due to the lack of a public market for the trading of our common stock and a lack of company-specific historical and implied volatility data, we base the estimate of expected volatility on the historical volatilities of a representative group of publicly traded guideline companies. For these analyses, we select companies with comparable characteristics to ours and with historical share price information that approximates the expected term of the stock-based awards. We compute the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period that approximates the calculated expected term of our stock options. We will continue to apply this method until a sufficient amount of historical information regarding the volatility of our own stock price becomes available. We estimate the expected term of our stock options granted to employees and directors using the simplified method, whereby the expected term equals the average of the vesting term and the original contractual term of the option. We utilize this method as we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. Similarly, following the adoption of ASU 2018-07 on January 1, 2019, we have elected to use the expected term for stock options granted to non-employees, using the simplified method, as the basis for the expected term assumption. However, we may elect to use either the contractual term or the expected term for stock options granted to non-employees, on an award-by-award basis. Prior to the adoption of ASU 2018-07, for stock options granted to non-employees, we utilized the contractual term of the option as the basis for the expected term assumption. For the determination of the risk-free interest rates, we utilize the U.S. Treasury yield curve for instruments in effect at the time of measurement with a term commensurate with the expected term assumption. The expected dividend yield is assumed to be zero as we have never paid dividends and do not have current plans to pay any dividends on our common stock. Historically, for periods prior to this offering, the fair value of our equity instruments underlying our stock-based awards was determined on each grant date by our board of directors based on valuation estimates from management considering our most recently available independent third-party valuation of our equity instruments. Our board of directors, or the compensation committee thereof, also assessed and considered, with input from management, additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the grant date. We estimate the fair value of stock options granted with market conditions using a Monte Carlo simulation approach. The Monte Carlo simulation approach contemplates various scenarios under which the specified market conditions could be achieved, which requires inputs of subjective assumptions, including the expected volatility of our stock price and interest rates to generate potential future outcomes. These variables are projected based on our historical data, experience, and other factors.

Determination of fair value of common stock

As there has been no public market for our common stock prior to this offering, the fair values of the shares of common stock underlying our stock-based awards were determined on each grant date by our board of directors, or compensation committee thereof, with input from management, considering our most recently available third-party valuations of common stock and our board of directors’, or compensation committee’s, assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the grant. Historically, these independent third-party valuations of our equity instruments were performed contemporaneously with identified value inflection points.

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The independent third-party valuations were prepared in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the Practice Aid. The Practice Aid identifies various available methods for allocating enterprise value across classes and series of capital stock to determine the estimated fair value of common stock at each valuation date. In accordance with the Practice Aid, the Probability-Weighted Expected Return Method, or PWERM, and the Option-Pricing Method, or OPM, were the most appropriate methods for determining the fair value of our common stock or restricted stock, based on our stage of development and other relevant factors. Our valuations subsequent to December 15, 2016 were based on market approaches using the hybrid method, which is a combination of the PWERM and the OPM, to allocate the value to the equity securities, and a previous valuation was based on the Recent Transactions Method utilizing the OPM to allocate the equity value to the respective share classes.

In addition to considering the results of these third-party valuations, our board of directors, or compensation committee thereof, considered various objective and subjective factors to determine the fair value of our equity instruments as of each grant date, which may be later than the most recently available third-party valuation date, including:

∎ the lack of liquidity of our equity as a private company;

∎ the prices of our redeemable convertible preferred stock sold to or exchanged between outside investors in arm’s length transactions, and the rights, preferences, and privileges of our redeemable convertible preferred stock as compared to those of our common stock, including the liquidation preferences of our redeemable convertible preferred stock;

∎ the progress of our research and development efforts, including the status of preclinical studies for our engEx exosomes and product candidates;

∎ our stage of development and business strategy and the material risks related to our business and industry;

∎ the achievement of enterprise milestones, including entering into strategic alliance and license agreements;

∎ the valuation of publicly traded companies in the life sciences and biotechnology sectors, as well as recently completed mergers and acquisitions of peer companies;

∎ any external market conditions affecting the biotechnology industry, and trends within the biotechnology industry;

∎ the likelihood of achieving a liquidity event, such as an initial public offering, or IPO, or a sale of our Company, given prevailing market conditions; and

∎ the analysis of IPOs and the market performance of similar companies in the biopharmaceutical industry.

For financial statement purposes, we performed common stock valuations at various dates, which resulted in valuations of our common stock of $1.30 per share as of November 30, 2017, $1.70 per share as of November 8, 2018, $1.89 per share as of January 2, 2019, $2.06 per share as of January 17, 2019, $2.80 per share as of March 6, 2019 and $3.11 per share as of April 3, 2019. There are significant judgments and estimates inherent in these valuations. These judgments and estimates include assumptions regarding our future operating performance, the stage of development of our product candidates, the timing of a potential IPO or other liquidity event and the determination of the appropriate valuation methodology at each valuation date. If we had made different assumptions, our stock-based compensation expense, net loss attributable to common stockholders and net loss per share attributable to common stockholders could have been significantly different.

Once a public trading market for our common stock has been established in connection with the consummation of this offering, it will no longer be necessary for our board of directors, or committee thereof, to estimate the fair value of our common stock in connection with our accounting for granted stock options and restricted stock, as the fair value of our common stock will be determined based on its trading price on the Nasdaq Global Select Market.

Valuation methodologies

Our common stock valuations were performed using the OPM or the hybrid method. The method selected was based on availability and the quality of information to develop the assumptions for the methodology.

OPM. The OPM treats common stock and preferred stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s

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securities changes. Under this method, the common stock has value only if the funds available for distribution to stockholders exceed the value of the liquidation preferences at the time of a liquidity event, such as a strategic sale or merger. The common stock is modeled as a call option on the underlying equity value at a predetermined exercise price. In the model, the exercise price is based on a comparison with the total equity value rather than, as in the case of a regular call option, a comparison with a per share stock price. Thus, common stock is considered to be a call option with a claim on the enterprise at an exercise price equal to the remaining value immediately after the preferred stock liquidation preference is paid.

The OPM uses the Black-Scholes option-pricing model to price the call options. This model defines the fair values of securities as functions of the current fair value of a company and uses assumptions such as the anticipated timing of a potential liquidity event and the estimated volatility of the equity securities.

PWERM. Under the PWERM methodology, the fair value of common stock is estimated based upon an analysis of future values for the company, assuming various outcomes. The common stock value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of stock. The future value of the common stock under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the common stock.

Hybrid method. The hybrid method is a PWERM where the equity value in one of the scenarios is calculated using an OPM. In the hybrid method used by us for our November 30, 2017, November 8, 2018, January 2, 2019, January 17, 2019, March 6, 2019 and April 3, 2019 valuations, two types of future-event scenarios were considered: an IPO and a scenario where a liquidity event is achieved where all shareholders benefit. The enterprise value for the IPO scenario was determined using a market approach, the Guideline IPO Transactions Method. The enterprise value for the liquidity event scenario was determined using the Guideline Transactions Method. The relative probability of each type of future-event scenario was determined by our board of directors based on an analysis of performance and market conditions at the time, including then-current IPO valuations of similarly situated companies, and expectations as to the timing and likely prospects of the future-event scenarios.

Grants of stock-based awards

The following table summarizes by grant date and type of award, the number of equity awards granted since January 1, 2018, the per share exercise price, the fair value of common stock on each grant date, and the per share estimated fair value of the awards:

GRANT DATE	TYPE OF AWARD		NUMBER OF SHARES		EXERCISE PRICE PER SHARE		FAIR VALUE OF COMMON STOCK PER SHARE ON GRANT DATE		ESTIMATED FAIR VALUE PER SHARE OF AWARDS (1)
January 22, 2018		Options		344,500	$	1.30	$	1.30	$	0.84
January 22, 2018		Options		400,000	$	1.30	$	1.30	$	0.99
February 1, 2018		Options		3,680,864	$	1.30	$	1.30	$	0.84
March 29, 2018		Options		365,000	$	1.30	$	1.30	$	0.84
June 28, 2018		Options		1,970,850	$	1.30	$	1.30	$	0.83
June 28, 2018		Options		350,000	$	1.30	$	1.30	$	0.78
June 28, 2018		Options		400,000	$	1.30	$	1.30	$	0.98
August 16, 2018		Options		355,100	$	1.30	$	1.30	$	0.83
October 4, 2018		Options		2,132,000	$	1.30	$	1.30	$	0.83
December 13, 2018		Options		900,500	$	1.70	$	1.70	$	1.08
January 15, 2019		Options		2,303,888	$	1.89	$	1.89	$	1.20
February 11, 2019		Options		2,821,710	$	2.06	$	2.06	$	1.31
March 14, 2019		Options		1,501,000	$	2.80	$	2.80	$	1.77
April 16, 2019		Options		1,071,000	$	3.11	$	3.11	$	1.96

⁽¹⁾  The estimated fair value of the awards represents our measurement of the fair value of option grants using the Black-Scholes model. The estimated fair value amounts presented in the table above reflect only the grant-date fair value of such options and does not reflect any subsequently remeasured fair value of options granted to non-employees prior to the adoption of ASU 2018-07.

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JOBS Act and emerging growth company status

In April 2012, the JOBS Act was enacted. As an emerging growth company, or EGC, under the JOBS Act, we may delay the adoption of certain accounting standards until such time as those standards apply to private companies. Other exemptions and reduced reporting requirements under the JOBS Act for EGCs include presentation of only two years of audited financial statements in a registration statement for an initial public offering, an exemption from the requirement to provide an auditor’s report on internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, an exemption from any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation, and less extensive disclosure about our executive compensation arrangements. We have elected to avail ourselves of this exemption and, therefore, while we are an emerging growth company we will not be subject to new or revised accounting standards at the same time that they become applicable to other public companies that are not emerging growth companies.

We will remain classified as an EGC until the earlier of: (i) the last day of our first fiscal year in which we have total annual gross revenues of $1.07 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of completion of this offering, (iii) the date on which we have issued more than $1.0 billion of non-convertible debt instruments during the previous three fiscal years, or (iv) the date on which we are deemed a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding equity securities held by non-affiliates.

Recently issued accounting pronouncements

We have reviewed all recently issued standards and have determined that, other than as disclosed in Note 2 to our consolidated financial statements appearing elsewhere in this prospectus, such standards will not have a material impact on our financial statements or do not otherwise apply to our operations.

Quantitative and qualitative disclosures about market risks

Interest rate fluctuation risk

We are exposed to market risk related to changes in interest rates. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because our cash equivalents and investments are primarily invested in short-term U.S. Treasury obligations. However, because of the short-term nature of the instruments in our portfolio, an immediate change in market interest rates of 100 basis points would not have a material impact on the fair market value of our investment portfolio or on our financial position or results of operations.

Foreign currency fluctuation risk

We are not currently exposed to significant market risk related to changes in foreign currency exchange rates; however, we have contracted with and may continue to contract with foreign vendors. Our operations may be subject to fluctuations in foreign currency exchange rates in the future.

Inflation fluctuation risk

Inflation generally affects us by increasing our cost of labor. We do not believe that inflation had a material effect on our business, financial condition or results of operations during the years ended December 31, 2017 or 2018 or the three months ended March 31, 2018 or 2019.

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BUSINESS

Overview

Summary

Codiak BioSciences is harnessing exosomes—natural intercellular messengers—to pioneer a new class of biologic medicines, exosome therapeutics. Exosomes are released and taken up by all cells and convey and protect complex biologically active molecules that can alter the function of recipient cells. Since exosomes are inherently non-immunogenic, we believe exosomes are an ideal solution for developing a broad spectrum of allogeneic therapies, or therapies derived from human cells that can be used in any patient. We have developed the engEx Platform, our proprietary and versatile exosome engineering and manufacturing platform, to expand upon the innate properties of exosomes to design novel exosome therapeutics. We believe our engEx Platform has the potential to produce a broad pipeline of product candidates, or engEx product candidates, that will have a transformative impact on the treatment of a broad spectrum of diseases with high unmet medical need, including in the areas of oncology, immune-based diseases, metabolic and fibrotic disorders, neurodegenerative disorders and rare diseases.

Using our engEx Platform, which combines our expertise in exosome biology and engineering with our innovations in exosome manufacturing, we can engineer exosomes to have precise and intentionally chosen properties. Data from our preclinical studies demonstrate that our engEx exosomes can accommodate the incorporation of a wide array of biologically active molecules across different modalities, are non-immunogenic and can engage clinically intractable targets through their ability to selectively target specific cells and tissues. These characteristics have manifested in preclinical data showing encouraging biological activity and a favorable toxicity profile. We plan to advance our first two engEx product candidates, exoSTING and exoIL-12, into clinical development in 2020.

We are initially focusing our development efforts with our engEx Platform on targeting immune cells. This initial focus potentially allows us to develop engEx product candidates across various therapeutic indications due to the crucial role that immune cells play in many human diseases and in many therapeutic areas. Moreover, we believe our ability to direct tropism by engineering the exosome surface allows us to target not just additional immune cells, but any cell type, potentially opening the door to treatments in many therapeutic areas. Using our proprietary exosomal scaffold proteins, PTGFRN and Protein Y, we can incorporate an expanding repertoire of biologically active molecules onto or inside exosomes, which further expands the potential medical utility of our engEx Platform.

Exosomes

Exosomes facilitate intercellular communication by transmitting macromolecules between cells. They can be found in all tissues and biological fluids, and it is believed that all cells have the capacity to make, secrete and receive exosomes. Upon contact, exosomes can change the biological functions of recipient cells either by protein-to-protein signaling at the target cell surface or according to molecular instructions contained in the interior, or lumen, of the exosome and conveyed by cellular uptake into the cytoplasm or nucleus of the recipient cell where those molecules can engage with the appropriate signaling pathways. While various cellular targets and pathways have been identified as attractive areas for drug development, existing therapeutic modalities have been associated with various limitations, rendering these targets and pathways essentially undruggable. These limitations include the inability to engage with sufficient potency without causing unacceptable toxicity, inadequate drug delivery to the appropriate cell type in sufficient concentration, inability of the drug to enter the appropriate intracellular compartment, and unwanted immune response. Accordingly, we believe that the inherent properties of exosomes, as harnessed using our engEx Platform, have the potential to overcome many of these challenges and enable the development of novel therapies that can address cellular targets and pathways rendered essentially undruggable with other therapeutic modalities. Furthermore, we believe our engEx Platform may expand the capacity of several established drug modalities, such as nucleic acid therapeutics, including ASO, siRNA, miRNA, mRNA and CRISPR, to engage targets in a broader range of tissues and cells than currently possible.

Our engEx Platform

Our proprietary engEx Platform enables the precision engineering and manufacturing of novel exosome product candidates, or engEx product candidates, that are designed to target cytoplasmic, nuclear or membrane signaling pathways throughout the body, with the goal of directing potent signals to specific target cells. Using our engEx

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Platform, we can engineer exosomes to have precise and intentionally chosen properties, to incorporate various types of biologically active molecules, including small molecules, nucleic acids, proteins, antibodies, enzymes, cytokines and complex ligands, and to be directed to specific cell types and tissues. Our engEx exosomes act by instructing target cells via cellular uptake, membrane-to-membrane interaction, or a combination of both, and are designed to change the biological functioning of the recipient cells to produce a desired therapeutic effect.

Our engEx Platform is the result of two strategic priorities that we identified at the founding of our company. First, we aimed to develop exosome therapeutics engineered to contain desired biologically active molecules on the surface or within the lumen of the exosome. Second, we focused on manufacturing exosomes reproducibly and at scale to state-of-the-art pharmaceutical standards. We have made significant investments to achieve these priorities and believe our achievements to date give us a durable competitive advantage.

Our approach is based on deep understanding of exosome biology and the mechanism of action of engEx exosomes, in contrast to the approaches taken by others who have used unmodified, non-engineered exosomes. We initially attempted to engineer exosomes by using canonical or common proteins reported to be on the surface or inside of exosomes as scaffolds to display proteins and other drug molecules. However, preclinical studies of our early engineered exosomes showed only low-level and heterogeneous loading of proteins and peptides, with inadequate potency for clinical and commercial purposes. To address these challenges, we identified several proprietary exosomal scaffold proteins, including prostaglandin F2 receptor negative regulator, or PTGFRN, and Protein Y. We believe these proprietary exosomal proteins can enable us to develop product candidates with consistent and potent effect, well-suited for in vivo targeting and engagement of biological pathways driving human disease.

Furthermore, we developed a scalable and highly efficient exosome production process based on advanced biochemical engineering principles used in the production of recombinant proteins. We also plan to build our own Phase 1/2 clinical manufacturing facility that will incorporate these proprietary processes and allow for the production of scalable quantities of our engineered exosomes for the initial stages of drug discovery through clinical proof of concept studies. Our engEx Platform combines our expertise in exosome biology and engineering with our innovations in exosome manufacturing to allow us to leverage the innate properties and advantages of exosomes and potentially assign to them potent and predictable properties. In turn, we believe that our engEx Platform will facilitate the development of product candidates that engage targets and pathways of high value, including previously undruggable pathways, and address significant unmet medical needs across a broad array of therapeutic areas.

Initial focus and engEx product candidates

Our engEx Platform currently allows us to engineer engEx exosomes to precisely target a wide range of immune cell types, including:

∎ antigen-presenting cells, or APCs;

∎ T cells and natural killer, or NK, cells;

∎ Monocytes and macrophages; and

∎ B lymphocytes, or B cells.

We believe that if we can successfully target an immune cell type and pathway with an engEx product candidate and establish proof of concept in one disease, we may be able to apply that same or similar engEx product candidate to multiple diseases mediated by that cell type or pathway. We also believe that we will be able to leverage our experience with one modality to more efficiently develop engEx product candidates for other targets using the same modality in the same or different cell types. Consequently, while our initial focus is on immune cells, we believe our engEx Platform allows us to design exosome therapeutics that will have potential applicability across multiple cell types in the immune system and, more generally, to many cell types. We continue to explore the capacity to incorporate novel drug modalities such as gene therapy, gene editing, and mRNA into our exosomes to further expand the utility of our platform to engineer exosomes with specific and desirable attributes.

Utilizing our engEx Platform and with an initial focus on targeting immune cells, we are advancing a broad pipeline of engEx product candidates and development programs, all of which are currently in preclinical development. We

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plan to file an investigational new drug application, or IND, or clinical trial application, or CTA, for our engEx product candidates, exoSTING and exoIL-12, in 2020. Furthermore, based on the large number of earlier-stage development programs that we are advancing, we anticipate that we will be able to consistently progress additional engEx product candidates into clinical development. The following graphic summarizes our pipeline:

Codiak engEx Pipeline

APCs. Our most advanced engEx product candidate, exoSTING, is being developed for the treatment of solid tumors that are “cold”, meaning they are resistant, or would be unlikely to respond, to checkpoint inhibitor-based immunotherapies. exoSTING acts by targeting the small molecule stimulator of interferon genes, or STING pathway, which has been preclinically validated as an attractive target for eliciting an anti-tumor immune response. While the ability to utilize free STING agonists as therapies has been hampered by a lack of selectivity and leakage of the small molecule out of the tumor, causing systemic toxicity, we believe that exoSTING has the potential to overcome these limitations. exoSTING is composed of engineered exosomes that express high levels of PTGFRN on the surface and that are loaded with our proprietary small molecule STING agonist in the lumen of the exosome. exoSTING has been observed in preclinical studies to drive selective uptake in tumor resident APCs and elicit a robust interferon beta, or IFNß, and chemokine response, with potent recruitment of tumor antigen specific CD8+ T cells, leading to both local as well as systemic tumor elimination.

We are planning to conduct a Phase 1/2 clinical trial of exoSTING in patients with various “cold” solid tumors to investigate safety and tolerability, as well as preservation of tumor resident immune cells and activation of local and systemic anti-tumor immunity. We plan to initiate this trial in the first half of 2020, following acceptance of an IND or CTA, and expect preliminary data within 12 months after trial initiation. Prior to conducting a Phase 1/2 clinical trial, we plan to conduct additional preclinical studies to support the previously observed selective APC activation with molecular and histological analysis, as well as help us to select doses for our good laboratory practices, or GLP, toxicology studies and a dose range for human investigation. These studies will also assess a panel of potential relevant immune-related molecular and histological biomarkers that we believe may be used to identify potential responders in our clinical program.

Based on the observed highly selective uptake into targeted APCs of our engineered exosomes overexpressing PTGFRN, such as exoSTING, we believe we can create a modular and engineered vaccine system, which we refer to as exoVACC. We believe that exoVACC-based approaches have the potential to succeed as therapeutic or prophylactic treatments for a broad range of cancers and infectious diseases that have been difficult to address with other vaccine approaches.

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T cells and NK cells. Our second engEx product candidate, exoIL-12, is in development for the treatment of various forms of cancer. We have designed exoIL-12 to induce a potent response in tumors that lack sufficient immune stimulation to trigger direct and systemic anti-tumor immunity, despite the presence of T cells and NK cells. The cytokine molecule interleukin 12, or IL-12, is a molecule that has been well validated in preclinical studies to elicit a potent anti-tumor immune response through activation of T cells, NK cells and macrophages. Prior clinical trials with therapies that induced systemic exposure to recombinant IL-12, or rIL-12, led to substantial toxicities in the lymphohematopoietic system, intestines, liver and lung, and, in some cases, fatalities. Tumor responses to rIL-12 were observed in some patients with Kaposi’s sarcoma and cutaneous T cell lymphoma, but toxicity has hampered further development of rIL-12. We believe that exoIL-12 may address the prior limitations of IL-12 administration by selectively delivering IL-12 to the needed site of action, in the tumor, where exosomes enable selective retention. exoIL-12 is an engineered exosome in which IL-12 is displayed on the surface of the exosome via PTGFRN and is thereby able to engage the IL-12 receptor on immune effector cells expressing the receptor. exoIL-12 is designed to engage with tumor-resident T cells and NK cells and to be retained in the tumor, without leakage into the systemic circulation, which could trigger adverse effects. In preclinical studies, we observed that localization and retention of exoIL-12 in the tumor resulted in potent and specific systemic immune cell killing of tumor cells.

We are planning to conduct a Phase 1/2 clinical trial of exoIL-12 in patients with tumors accessible by intratumoral administration, including Kaposi’s sarcoma and cutaneous T cell lymphoma, to investigate safety and tolerability. We plan to biopsy the tumors of eligible patients in order to generate data on tumor retained levels of IL-12 and sustained interferon gamma, or IFNg, production, as well as to generate a library of biomarker data to facilitate establishing a dose for expansion cohorts. We plan to initiate this trial in the second half of 2020, following acceptance of an IND or CTA, and expect that preliminary data will be available within 12 months after trial initiation. Beyond cancer, we are exploring the use of exoIL-12 for treatment of infectious disease with a latent phase in myeloid cells, such as multi-drug resistant tuberculosis, where the role of the IL-12 family of cytokines is both genetically and clinically validated.

We are exploring ways to broaden the application of our engEx Platform to address immune inactivation and tolerance induction, leveraging the ability of our engineered exosomes to target and modify the functions of T cells. We believe our engEx exosomes can provoke dampening of autoimmune signals by inactivating antigen specific T cells and providing a cytokine microenvironment that reduces the immune response against self-antigens. T cell modulation has broad potential applications across a host of clinical settings including cancer, infectious diseases, autoimmune/inflammatory diseases and transplantation.

Monocytes and macrophages. We believe that our engEx Platform has the potential to generate engineered exosomes targeting monocytes and macrophages, for the treatment of a wide range of disorders, including cancer, fibrotic disease and other disorders. In particular, we believe our ability to target immune suppressive macrophages, known as M2 macrophages, represents a broad potential opportunity for therapeutic intervention with antisense oligonucleotides, or ASOs. We are focused on a series of well validated macrophage targets that are currently undruggable with existing modalities or where selective targeting of aberrant, disease-causing cell populations is essential to therapeutic success. Our strategic collaboration with Jazz Pharmaceuticals Ireland Limited, or Jazz, that we announced in January 2019, includes two announced macrophage targets, NRAS and STAT3.

B cells. Our engEx Platform also allows us to target both the surface and intracellular pathways in B cells, which are an important immunological cell type implicated in a host of human disorders, including various lymphomas, autoimmune diseases and infectious diseases. In preclinical studies of exoCD40L, our engineered exosomes expressing a potent immune stimulatory molecule, CD40L, we observed B cell signaling and biological activation as well as selective uptake of exosomes in B cells, which did not take up the exosomes lacking the CD40L targeting construct.

The ability to change the uptake of exosomes as demonstrated with B cells suggests the potential of the engEx Platform to facilitate the uptake of exosomes in certain cell types and alter the distribution to a wide variety of cells. For example, we have seen similar changes with T cells and anti-CD3 antibodies.

Future applications. We are seeking to unlock new capabilities for our engEx Platform to further expand pipeline opportunities and generate uniquely differentiated exosome therapeutics. These activities include working to enable loading engEx exosomes with modalities such as gene therapy, gene editing and mRNA. If we are able to

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successfully unlock one or more of these new capabilities, we believe we may be able to overcome important challenges and limitations currently facing these modalities and pursue multiple additional therapeutic indications.

Founding of Codiak BioSciences

Codiak BioSciences, ARCH Venture Partners and MD Anderson Cancer Center

We were co-founded by ARCH Venture Partners, a preeminent venture fund that catalyzes discoveries seeking to prevent, detect and cure diseases. Identifying exosomes as a possible platform for the development of multiple therapeutic and diagnostic products, ARCH Venture Partners incorporated Codiak BioSciences in June 2015, negotiated a license agreement and sponsored research agreement with The University of Texas MD Anderson Cancer Center, or MDACC, and Raghu Kalluri, M.D., Ph.D., recruited executives, including Douglas Williams, Ph.D., our President and Chief Executive Officer, and Linda Bain, our Chief Financial Officer. ARCH Venture Partners also led efforts to organize our financing syndicate for our Series A and Series B financing, and negotiated the combination with VL27, Inc., or VL27, concurrent with such financing in November 2015.

Codiak BioSciences and Flagship Pioneering

We were co-founded by Flagship Pioneering, which conceives, creates, resources, and develops first-in-category life sciences companies to transform human health and sustainability. In 2013 and 2014, members of the firm’s FlagshipLabs innovation unit were conducting explorations into cellular therapies through which they uncovered exosomes as a promising adjacent opportunity. The team recognized exosomes as a ubiquitous, natural and powerful mode of cellular communication; one that could not only harbor complex biological information, but also specifically engage with and enter cells of interest in vivo. These features of exosomes suggested a broad capability for creating novel therapeutics with high potency and perhaps little to no off-tissue effects, and with the ability to drug heretofore undruggable or inaccessible targets. The Flagship team further conceived that many of the tools they were exploring for cell engineering could also be used to modify exosome-producer cell lines with surface or luminal proteins and RNA molecules, which would in turn generate precision exosomes designed for targeted therapeutic applications. Flagship founded VL27 to hold the intellectual property estate established by FlagshipLabs. Upon the financing of Codiak in November 2015, VL27 merged into Codiak.

Our strategy

Our vision is to build a fully-integrated global biopharmaceutical company by utilizing our novel engEx Platform to pioneer the discovery, development and commercialization of engineered exosome therapeutics for the treatment of patients with severe or life-threatening diseases. To achieve our vision, we are executing a strategy with the following key elements:

∎ Leverage expertise in exosome biology and engineering to design and create precision exosome therapeutics and further establish Codiak as a leader in this emerging field. We are focused on establishing engineered exosomes as a new and important class of biologic medicines for the treatment of a broad range of indications. Our understanding of natural exosome biodistribution and our ability to engineer the exosome surface allow us to precisely direct exosomes to target cell types within and across routes of administration. This ability to purposely direct tropism may enable us to expand the opportunities and applications of our engEx Platform to all cells of the body. We believe this versatility can enable us to treat a broad range of diseases and establish ourselves as a differentiated leader in this emerging field.

∎ Advance our engEx product candidates into and through clinical development. We believe our engEx product candidates, exoSTING and exoIL-12, have the potential to address significant unmet medical needs. We plan to initiate clinical development of both engEx product candidates in 2020 for the treatment of a variety of solid tumors with poor outcomes despite available therapies. Thereafter, we plan to advance these product candidates through later-stage clinical development and, if successful, seek regulatory approval in order to bring new or improved therapies to patients in need. We also plan to explore both engEx product candidates in additional clinical settings depending upon results of our ongoing and planned preclinical studies.

∎ Develop more engEx product candidates for a broad range of indications. We plan to advance our ongoing development programs, identify new development programs within the modalities currently supported by our engEx Platform and unlock new modalities. We believe that our engEx Platform may also allow us to incorporate new types of modalities into our engineered exosomes. We intend to leverage our technology and

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insights to develop treatments for a number of severe or life-threatening diseases where we believe engEx product candidates can have transformative potential.

∎ Enhance our manufacturing capabilities for engineered exosome therapeutics. We have created a scalable and reproducible production process that utilizes proprietary manufacturing techniques. We plan to build our own Phase 1/2 clinical manufacturing facility that we believe will be state-of-the-art and that will incorporate these proprietary processes and is intended to provide flexibility relative to timing of clinical trials, reduce future intellectual property risks associated with the transfer of confidential manufacturing and analytical technology, enhance the speed with which we can incorporate advances into our manufacturing process, and reduce the costs of manufacturing.

∎ Execute strategic collaborations to maximize the potential of our engEx Platform. We may enter into collaborations that can advance and accelerate our development programs and expand our engEx Platform capabilities. We recently entered into a strategic collaboration with Jazz to initiate new programs in our existing therapeutic areas and expand our capabilities, while retaining meaningful economic and operational rights regarding the development and commercialization of our engEx product candidates.

∎ Maintain and strengthen our intellectual property portfolio. We own an intellectual property portfolio with 41 issued and pending patents in the United States and 50 issued and pending patents in other jurisdictions as of April 25, 2019, that are directed to our discoveries, platform and science of our engEx product candidates and development programs. We plan to strengthen and broaden our intellectual property portfolio as an essential part of maintaining our leadership position in the field of exosome therapeutics.

Exosome background

Exosomes are nanometer-sized vesicles that provide a means of intercellular communication by facilitating the transmission of macromolecules between cells. They can be found in all tissues and biological fluids, and it is believed that all cells make, secrete and receive exosomes under appropriate conditions. Exosomes are released by their producer cells and traffic to both nearby and distant cells, carrying complex biological macromolecules across membranes. Exosomes contain signaling molecules, such as DNA, RNA, proteins or lipids, that can be expressed on the surface or found in the interior, or lumen, of the exosome. Exosomes also contain a protein-rich lipid bilayer membrane that serves as a transport and signaling vehicle and enables luminal cargo to survive in the harsh extracellular environment.

Exosomes have several key natural features:

∎ Produced by, and interact with, all cell types;

∎ Convey biologically active molecules;

∎ Engage with and cross cell membranes;

∎ Are non-immunogenic; and

∎ Have a complex outer membrane surface that confers functionality.

Upon contact, exosomes can change biological functions in recipient cells:

∎ according to instructions encoded in the exosome membrane and mediated by protein-to-protein interaction at the cell surface; or

∎ according to molecular instructions encoded within the luminal cargo of the exosome and conveyed by cellular uptake into the cytoplasm or nucleus of the recipient cell, where those molecules can engage with the appropriate signaling pathways. In health, exosomes are thought to facilitate maintenance of homeostasis by constantly exchanging messages between cells, both in the local environment as well as systemically. In contrast, during disease, the quantity and composition of exosomes change, and exosomes can play important roles in either accentuating or alleviating disease, as well as in altering response to disease treatment. Exosomes are believed to play important roles in a broad range of disorders, including cancer, immune-based diseases, metabolic and fibrotic disorders, and neurodegenerative disease. Since exosomes are inherently non-immunogenic, we believe exosomes are an ideal solution for developing a broad spectrum of allogeneic therapies. This lack of intrinsic immunogenicity has been demonstrated by preclinical and clinical administration of exosomes from diverse cellular sources, including autologous, allogeneic, xenogeneic and plant-derived sources, as well as the exposure of millions of patients to

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allogeneic exosomes present in blood products. Others have attempted to leverage natural exosomes for the development of product candidates, which exhibited a favorable tolerability profile in both completed and ongoing human clinical trials. However, these trials were often undertaken without an intended or understood mechanism of action for the exosome therapeutics, and these therapeutic candidates failed to demonstrate evidence of substantial and consistent biological activity. Furthermore, these third parties were generally unable to generate exosomes with predictable properties or to manufacture exosomes at suitable scale to treat more than a relatively small number of patients.

The unique and attractive properties of exosomes have also not been replicated in their totality using liposomes or synthetic particles such as lipid-nano-particles, or LNPs, which are vesicles with variable size and composition that have been utilized as a molecular delivery technology. While liposomes and LNPs have demonstrated significant clinical utility in certain indications and with certain drug payloads, they are often associated with hypersensitivity, cellular and liver toxicity and narrow tissue distribution. In addition, liposomes and LNPs are limited in their ability to support complex biologically active payloads and in their amenability to surface and luminal architecture engineering. The intrinsic complexity of the exosome structure makes reverse engineering the natural properties of exosomes a daunting challenge with any synthetic approach.

Accordingly, we believe that the inherent properties of exosomes, as harnessed using our EngEx Platform, have the potential to overcome many of the limitations of other therapeutic modalities and enable the development of therapies that address significant unmet medical needs in a broad range of indications.

Our engEx Platform

Our proprietary engEx Platform enables the precision engineering and manufacturing of novel exosome product candidates that are designed to target cytoplasmic, nuclear or membrane signaling pathways throughout the body, with the goal of eliciting a therapeutic benefit in the targeted organ or tissue. Using our engEx Platform, we believe we can engineer exosomes to have precise and intentionally chosen properties, to incorporate various types of biologically active molecules across different modalities and to be directed to specific cell types and tissues. These exosomes may engage select recipient cells by cellular uptake, membrane-to-membrane interaction, or a combination of both, and are designed to change the biological functioning of the recipient cells in order to produce the intended therapeutic effect. We believe our engEx Platform has the potential to yield a broad pipeline of product candidates that will have a transformative impact on the treatment of many diseases. By harnessing exosomes, which we believe are ideally suited for versatile, well-tolerated and targeted therapies, we believe our engEx product candidates may avoid many of the complications and risks often associated with small molecules, antibodies, enzymes and cellular therapies.

Our engEx Platform is the result of two strategic priorities that we identified at the founding of our company. First, we aimed to develop exosome therapeutics engineered to contain desired biologically active molecules on the surface or within the lumen of the exosome. Second, we focused on manufacturing exosomes reproducibly and at scale to state-of-the-art pharmaceutical standards. We have made significant investments to achieve these priorities and believe our achievements to date give us a durable competitive advantage.

In contrast to the approaches taken by others who have used unmodified, non-engineered exosomes, our approach is based on a deep understanding of exosome biology and the mechanism of action of exosomes. We initially attempted to engineer exosomes by using canonical or common proteins reported to be on the surface or inside of exosomes as scaffolds to display proteins and other drug molecules. However, preclinical studies of our early engineered exosomes showed only low-level and heterogeneous expression of proteins and peptides, with inadequate potency for clinical and commercial purposes. To address these challenges, we identified several proprietary exosomal scaffold proteins, including PTGFRN and Protein Y. We believe these proprietary exosomal proteins can enable us to develop multiple product candidates with consistent and potent effect, well-suited for in vivo targeting and engagement of biological pathways driving human disease.

Furthermore, we developed a scalable and highly efficient exosome production process based on advanced biochemical engineering principles used in the production of recombinant proteins. We also plan to build our own Phase 1/2 clinical manufacturing facility that will incorporate these proprietary processes and allow for the production of scalable quantities of our engineered exosomes for the initial stages of drug discovery through clinical

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proof of concept trials. Our engEx Platform combines our expertise in exosome biology and engineering with our innovations in exosome manufacturing to allow us to leverage the innate properties and advantages of exosomes and potentially assign to them potent and predictable properties. In turn, we believe that our engEx Platform will facilitate the development of product candidates that engage targets and pathways of high value, including those rendered essentially undruggable with other therapeutic modalities, and address significant unmet medical needs across a broad array of therapeutic areas.

The key features and capabilities of our engEx Platform include our ability to:

∎ Harness Inherent Exosome Biology. Our engEx Platform allows us to leverage the inherent biology, function and tolerability profile of exosomes and to engineer exosomes that are designed to provide selective delivery, and desired pharmacology and tolerability. We have observed in preclinical models that the engineered exosomes derived from our engEx Platform are not recognized as being foreign by the host immune system and are therefore potentially well-suited for use as allogeneic therapies.

∎ Establish Predictable Biodistribution and Cellular Tropism. Our understanding of natural exosome biodistribution allows us to leverage or alter the natural distribution pattern of our engEx exosomes in a directed manner, within and across routes of administration. We have engineered “tool” exosomes that allow us to track and assess cellular level distribution and uptake through multiple routes of administration, including intravenous, intrathecal, subcutaneous, inhalation, intraperitoneal, and oral, in normal and diseased states, to precisely catalogue the intrinsic tropism of our engEx exosomes. This understanding of cellular targeting informs our prioritization of disease targets in relevant cells.

∎ Target Multiple Cell Types. Our engEx Platform supports the development of product candidates that either stimulate or suppress the function of a variety of immune cell types. We believe that if we can successfully target a particular immune cell type with an engEx product candidate and establish proof of concept, we will be able to leverage that experience to more efficiently develop additional engEx product candidates targeting that same class of immune cell type across clinical indications. These indications include a broad spectrum of diseases, including cancer, immune-based diseases, metabolic and fibrotic disorders, neurodegenerative disorders and rare diseases. In addition, we believe our ability to alter tropism by precisely modifying the exosome surface may allow us to target not just additional immune cells, but many cell types, potentially allowing us to expand the uses of engEx exosomes beyond immune modulation.

∎ Support Broad Clinical Applications. Our engEx Platform is modular and flexible and we believe that our success with one modality may increase the probability of success for other targets using the same modality in the same or different cell types. Consequently, we believe our engEx Platform allows us to design engineered exosomes that will have applicability across multiple cell types in the immune system and, more generally, to any cell type.

∎ Engineer Multifunctional Exosomes. Our exosomes can be engineered to include and carry specific biologically active entities, including small molecules, proteins, antibodies, peptides and nucleic acids, individually or in combination, on the exosome surface, in the lumen or both. To accomplish this, we first identified novel exosome-specific scaffold proteins, PTGFRN and Protein Y, that allow for high-density loading and expression of many classes of proteins and peptides onto and inside our engEx exosomes. In the case of Protein Y, we have identified a short protein sequence motif that allows for specific, high-density luminal loading of broad classes of cargo into the exosomes. This sequence motif, which we call “exoTOPE”, facilitates superior loading efficiency of protein and peptide molecules compared to previously-identified exosome scaffold proteins such as tetraspanins. We have also generated purified exosomes that can be loaded ex vivo with diverse classes of biologically active molecules. We have been able to engineer our engEx exosomes to each contain up to hundreds or thousands of individual potentially therapeutic molecules. The precise design and loading of our exosomes confers flexible and desirable attributes for various therapeutic applications including multiple biological functions when combinations of biologically active entities are incorporated into an exosome.

∎ Manage Potency and Toxicity Profile.Data from our preclinical studies demonstrated that our engEx exosomes, including exoSTING and exoIL-12, were non-immunogenic and may be able to engage clinically intractable targets through their ability to selectively target specific cells and tissues. In addition, preclinical studies of exoSTING and exoIL-12 demonstrated reduced toxicity and tumor-retention of the STING agonist and IL-12 protein, respectively. This retention was associated with reduced systemic inflammation as

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compared to a non-exosome-associated STING agonist or IL-12 protein, respectively. These characteristics suggest that our engEx exosomes have the potential to address previously undruggable or poorly druggable targets in areas of high unmet medical need.

∎ Provide Scalable and Reproducible Manufacturing.Our engEx product candidates can be produced at scale using good manufacturing practices, or GMP. The inability to manufacture exosomes reproducibly at scale, or to engineer exosomes to include chosen properties, has limited previous attempts to successfully develop exosome therapeutics. We have produced and purified exosomes from cell culture processes up to 250L in volume and have purified exosomes from these cultures using scalable, proprietary chromatography-based methods. The scalable methods have produced exosomes with comparable identity, purity, and functional properties as exosomes purified using unscalable, but high-purity methods, such as ultracentrifugation-based approaches. We are in the process of establishing our own Phase 1/2 clinical manufacturing facility, with the goal of being fully-operational by first half 2020. We have also developed intellectual property directed toward our manufacturing capabilities, including a proprietary suite of analytical techniques to verify the potency of our engineered exosomes.

Exosome engineering

Our engEx Platform enables us to generate precisely engineered exosomes through two approaches, depending on the biologically active molecule that will be carried by the exosome. If the chosen biologically active molecule is not capable of being expressed by the cell producing the engineered exosomes, we utilize our proprietary manufacturing process to produce and purify the exosome, and then add such molecule by electroporation or mixing.

If the chosen biologically active molecule can be produced by the cell producing the exosomes, such as a protein or peptide, we utilize molecular programming with PTGFRN or Protein Y to develop engineered exosomes containing the intended biological properties. By attaching the desired biologically active entity or entities to PTGFRN, we can display a variety of proteins on the membrane surface of the exosome to interact with drug targets on the surface of the intended cellular type. In a similar manner, with Protein Y we can achieve selective luminal loading of drug payloads to engage pathways inside cells. PTGFRN and Protein Y are individual members of exosome-specific protein families. We were first to identify these two protein families as abundant and describe their use in exosome engineering. We characterized these two protein families by comparative proteomic analysis of highly purified exosome preparations to less pure exosomes. The first patent directed to PTGFRN used in exosomes has been issued to us in the United States.

Through our preclinical studies, we have demonstrated the ability to enhance our engEx exosomes with various biologically active molecules, including small molecules, siRNAs, ASOs, proteins, peptides, antibodies and antibody fragments, enzymes, cytokines and complex multimeric ligands. We are also continuing to refine our engineering processes to potentially overcome the challenges associated with additional modalities, including gene therapy, gene editing and other classes of nucleic acid therapeutics.

Our engEx Platform allows us to leverage or alter the natural distribution pattern of our engEx exosomes within and across routes of administration. Exosomes can potentially be delivered through a variety of routes of administration,

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including intravenously, intraperitoneally, intrathecally, intratumorally, subcutaneously, orally and intramuscularly, as well as through inhalation, and the route of administration has an impact on distribution of exosomes to cells and tissues. For example, intravenous administration tends to result in accumulation in the liver, spleen, bone marrow, colon and kidney, while intraperitoneal administration results in accumulation in and around the pancreas, lymphatic tissue, ovaries and testes, kidney and colon. We seek to further increase or decrease the distribution of exosomes to various organs and cells by engineering the exosome membrane surface. For example, in preclinical studies, we redirected exosomes to B cells. In addition, in preclinical studies we observed that by adding a peptide group to the surface of an exosome, we were able to reduce liver uptake of exosomes delivered intravenously, thereby enhancing distribution to intended organs.

Manufacturing and process sciences

Building a scalable, high-performance exosome manufacturing process has been a strategic priority since the inception of our company. For this reason, recruiting experienced professionals in manufacturing and process sciences from leading biopharmaceutical companies was a focus from the outset. The therapeutic exosome field is relatively new and, prior to the development of our approach, exosome isolation methods had addressed only the needs of small-scale clinical research and early stage clinical trials.

To address the need for a scalable and highly efficient exosome production process, we have developed new proprietary technology based on advanced biochemical engineering principles used in the production of recombinant proteins. Our robust manufacturing is supported by proprietary methods of analytically characterizing both process and product. The following graphic shows the key stages of our manufacturing process:

We believe the key attributes of our manufacturing process are as follows:

∎ Scalability. Our fed-batch process operates reproducibly in bioreactors of between 5 and 250 liters in size, and we believe that we can scale up to bioreactors of 2,000 liters or larger in size if necessary. To date, we have successfully completed more than 120 bioreactor runs at various scales. To further enhance our bioreactor capacity, we have recently developed a proprietary technology based on high density perfusion cell culture, with no changes to the existing bioreactor configuration, cell lines or media required.

∎ Human cells. We principally use a permanent human cell line grown in suspension in chemically defined media without animal sourced raw materials.

∎ Purification. We use a scalable purification process based on an optimized sequence of filtration and chromatography steps.

∎ Minimized contamination. Our manufacturing process is a disposable, closed and aseptic operation, minimizing the risk of contamination.

∎ Product quality. We have developed analytical tools to assess product potency, purity, and identity.

∎ Platform process. We can handle various engEx product candidate constructs, including exogenously loaded exosomes and exosomes engineered through genetic programming, in the same production train with minimum process development time.

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∎ Volume flexibility. Our process is designed to support clinical indications with tens of thousands of patients, as well as orphan indications.

∎ Readily transferrable. The technology underlying our process is readily transferable to contract manufacturing organizations, or CMOs, for large-scale GMP production.

∎ Manufacturing cost. We believe we will be able to manufacture our engineered exosomes at a cost similar to that associated with manufacturing biologics.

We believe that CMOs can address our current preclinical and early stage clinical needs. However, we have decided to build our own Phase 1/2 clinical manufacturing facility, or CMF, to support our planned clinical development strategy. We believe that our CMF will provide flexibility relative to timing of clinical trials, reduce future intellectual property risks associated with the transfer of confidential manufacturing and analytical technology to CMOs, enhance the speed with which we can incorporate advances into our manufacturing process, and reduce the costs of GMP manufacturing.

We have completed the conceptual design of the CMF, which will include drug substance and drug product manufacturing suites, as well as a quality-controlled lab for GMP material testing and release. We expect that construction will be completed by the end of 2019, with release of clinical lots planned for the first half of 2020.

Our current therapeutic areas of focus

Our engEx Platform currently allows us to engineer exosomes to precisely target a wide range of immune cell types, including:

∎ APCs, which are a group of immune cells, including dendritic cells, that mediate immune response by processing and presenting antigens in the appropriate context to T cells and B cells. In preclinical cancer models, we observed that our most advanced engEx product candidate, exoSTING, was selectively taken up by APCs in the tumor microenvironment and elicited a potent systemic immune response against the tumor. We also observed similar responses with other engEx exosomes targeting APCs. Further based on the observed highly selective uptake of our engineered exosomes, including exoSTING, into targeted APCs, we believe we can create a modular exosome vaccine development program, which we refer to as exoVACC. We are exploring various exoVACC designs for treatment of cancer and infectious disease.

∎ T cells and NK cells, which are types of white blood cells that play central roles in cell-mediated immunity. In preclinical studies, we observed that exoIL-12, which we designed to engage with tumor-resident T cells and NK cells, elicited a potent immune response. We also observed similar responses within certain of our development programs targeting T cells and NK cells. We believe our engEx exosomes targeting T cells and NK cells may have applications in cancer, autoimmune/inflammatory disorders and infectious disease, including tuberculosis.

∎ Monocytes and macrophages, which are also types of white blood cells that play critical roles in the body’s immune system. We have utilized our engEx Platform to produce exosomes containing oligonucleotides and other molecules with the potential to address various validated, but hard-to-drug targets, such as STAT3 and NRAS. We believe that our exosome constructs targeting macrophages have potential applications in cancer, fibrosis and other diseases.

∎ B cells, which are also a type of white blood cell that is critical to the immune system. Data from preclinical studies of our engineered exosome constructs expressing CD40L, a protein that is primarily expressed on activated T cells, demonstrated selective uptake and activation of B cells, while suppressing uptake by other monocytes. We intend to investigate whether we can selectively target B cell-mediated cancers, infectious diseases harbored in B cells, B cell associated autoimmune diseases and hematological disorders, as well as develop vaccines that elicit an antigen-specific immune response.

We believe that if we can successfully target a particular immune cell type with an engEx product candidate and establish proof of concept, we will be able to leverage that experience to more efficiently develop additional engEx product candidates targeting that immune cell type across indications. Consequently, while our initial focus is on immune cells, we believe our engEx Platform may have applicability across multiple cell types, as well as additional modalities, including gene therapy, gene editing and mRNA.

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Our pipeline

Utilizing our engEx Platform and with an initial focus on targeting immune cells, including APCs, T cells and NK cells, monocytes and macrophages, and B cells, we are advancing a broad pipeline of engEx product candidates and development programs, all of which are currently in preclinical development. We plan to initiate clinical trials for exoSTING and exoIL-12 in the first half of 2020 and the second half of 2020, respectively. Further, based on the large number of earlier-stage development programs that we are advancing, we anticipate that we will be able to consistently progress additional product candidates into clinical development. The following graphic summarizes our pipeline:

Codiak engEx Pipeline

APCs

exoSTING for the treatment of solid tumors

exoSTING is being developed for the treatment of solid tumors that are “cold,” meaning they are resistant or would be unlikely to respond to checkpoint inhibitor-based immunotherapies. We are initially focused on solid tumors, including head and neck cancer, breast cancer, lymphoma, anaplastic thyroid carcinoma and refractory melanoma. We may also investigate exoSTING in other cold tumors rich in myeloid cells, including pancreatic ductal adenocarcinoma, choleangio-carcinoma, gastric cancer, ovarian cancer, renal cell carcinoma, lung metastases, liver metastases and colorectal cancer. These diseases represent areas of high unmet medical need with significant patient populations. While preliminary clinical data from ongoing clinical trials of free small molecule STING agonists have shown limited monotherapy effect at the doses and schedules tested, we believe exoSTING has broad potential as a monotherapy, as well as in combination with other therapies such as radiation therapy, chemotherapy and checkpoint inhibitors.

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exoSTING is an engineered exosome that expresses high levels of PTGFRN on the exosome surface and that is loaded in the lumen of the exosome with our proprietary small molecule STING agonist, which we exclusively licensed from Kayla Therapeutics.

PTGFRN has been observed in preclinical studies to drive selective uptake in human blood derived and tumor resident APCs in preclinical models and to elicit a robust IFNß and chemokine response, with potent recruitment of tumor antigen specific CD8+ T cells, leading to both local as well as systemic tumor elimination.

The STING pathway and limitations of current STING agonist drug candidates

The small molecule stimulator of interferon genes, or STING, pathway has been preclinically validated as an attractive target for eliciting an anti-tumor immune response. The STING pathway can recognize certain DNA fragments resulting from infection or cellular damage. Selective stimulation of the STING pathway in tumor-resident APCs perpetuates the expression of inflammatory genes of the IFN family, including IFNß, driving an adaptive anti-tumor immune response. The adaptive immune response following STING agonism is highlighted by a robust and durable cytotoxic, or CD8+, T cell response. Selective uptake of a STING agonist by tumor resident APCs is considered essential to achieve the maximum intended effect, which has not been achieved with the current generation of free STING agonists in clinical development.

The potential of targeting the STING pathway to elicit anti-tumor responses has fueled the initiation by multiple sponsors of programs investigating free STING agonist molecules. However, the ability to utilize free STING agonists as therapies has been hampered by the leakage of the small molecule out of the tumor, primarily due to direct cell death locally around the intratumoral injection site, causing systemic toxicity and a lack of selectivity. The lack of selective uptake into APCs—the desired target cell for a STING agonist—with the free STING agonists results in the indiscriminate killing of the infiltrating T cells in the tumor, thereby curtailing the desired immune response. Accordingly, preclinical models of intratumoral administration of these free STING agonists have generated complex dose response curves with activity at low doses, but lack of activity at higher doses. Further, in preclinical studies conducted by us and others, higher doses of free STING agonist resulted in killing of tumor resident and tumor infiltrating T cells, as well as other important immune cells, resulting in loss of a sustainable systemic immune response against the tumor and loss of anti-tumor activity. Thus, while preclinically promising, the potential indiscriminate killing of immune cells by free STING agonists may limit their clinical benefit. Moreover, we believe this complex dose response may make the identification of a clinically appropriate dose of free STING agonist a significant challenge. With our preclinical studies of exoSTING, we were able to use a much lower dose of STING agonist—more than 100-fold lower than free STING agonist—to elicit a more complete systemic antitumor response. Furthermore, our preclinical results with exoSTING do not show this indiscriminate cell killing owing to selective APC uptake, resulting in preservation of the desired immune effector cells.

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Role of exosomes in the STING pathway

Exosomes have been identified as natural mediators of messaging between cancer cells and tumor resident APCs. Because of aberrant DNA content or replication, or cytotoxic damage, tumor cells contain fragments of genomic DNA that are naturally shuttled into exosomes for transit outside the tumor cell. Exosomes containing these fragments have been shown to be taken up by APCs in the tumor microenvironment and can induce a robust IFNß response, resulting in systemic anti-tumor immunity through activation of the STING pathway. The role of natural exosomes in activating the STING pathway supports the investigation of our exoSTING product candidate and its potential in the tumor microenvironment.

exoSTING preclinical data

In preclinical studies using peripheral blood mononuclear cells, or PBMC, in culture, we assessed the comparative effects of a free STING agonist to the same amount of agonist contained in exoSTING by measuring the activation of the CD86 surface marker on dendritic cells, or DCs, an important class of APC. As shown in the graphic below, in these studies, we observed that CD86 surface marker activation occurred with exoSTING at doses that were 1,000-fold lower than those required to cause CD86 surface marker activation with a free STING agonist. Accordingly, very low doses of exoSTING were associated with potent activation of DCs.

Increased potency of exoSTING vs. free STING as

measured by DC activation in vitro

As shown in the figure above, exoSTING treatment resulted in significant activation of DCs. The DCs activation by CD86 activation was evaluated in human PBMC assays in vitro following overnight incubation with a free STING agonist or exoSTING at different concentrations. Similar improvement in potency was observed across multiple donors (n=12).

Similar preclinical experiments we carried out with liposomal formulations of free STING agonists failed to show selective uptake into APCs and resulted in high dose toxicity to APCs, which was not observed with exoSTING. These results are consistent with our observations that exosomes are distinct from synthetic vesicles, such as liposomes or LNPs.

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In a preclinical study, we also assessed the role of PTGFRN in driving APC uptake and STING activation. In this study, we compared IFNß production following administration of exoSTING, which overexpresses PTGFRN, to IFNß production following administration of exosomes with no PTGFRN and natural exosomes with wild type or intermediate amounts of PTGFRN. As shown in the figure below, we observed a direct relationship between the relative amounts of IFNß produced by APCs and the relative levels of PTGFRN, suggesting that the overexpression of PTGFRN in exoSTING was responsible for the 1,000-fold improvement in APC activation discussed above.

exoSTING potency increase is related to PTGFRN levels

As shown in the figure above, exoSTING overexpressing the glycoprotein PTGFRN demonstrated superior potency. The IFNß production was evaluated in PBMC assays across different donors (n=4). Dose titration (left panel) and IFNß production (right panel) was diminished in PTGFRN knock-out (KO)-STING exosomes versus PTGFRN overexpressed exoSTING, *p<0.05 by one-way ANOVA. The p-value is the probability that the difference between two data sets was due to chance. The smaller the p-value, the more likely the differences are not due to chance alone. In general, if the p-value is less than or equal to 0.05, the outcome is statistically significant.

In a B16F10 syngeneic mouse tumor model, we evaluated the anti-tumor activity of exoSTING as compared to a free STING agonist. B16F10 is a commonly used aggressive tumor model representative of “cold” tumors. Tumors of this type represent an area of high unmet medical need and include some of the most deadly and untreatable human malignancies.

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In this study, we randomized B16F10 tumor bearing mice to receive intratumoral injections of exoSTING or a free STING agonist on Days 5, 8, and 11. To evaluate systemic anti-tumor immunity, we also injected B16F10 tumor cells intravenously to generate distant lung tumors. As shown in the figure below (left), although the primary tumor growth was inhibited by the high dose of both the free STING agonist and exoSTING, superior systemic anti-tumor immunity was observed with exoSTING. Further, as shown in the figure below (right), 50% of the mice treated with exoSTING exhibited histopathological complete responses, or CRs, of the distal lung tumors. In contrast, none of the mice treated with the high dose of a free STING agonist demonstrated CRs. These results suggest the generation of systemic immunity against the tumor, mediated by CD8+ T cells. We have also examined the efficacy of exoSTING in other syngeneic tumor models and observed results generally consistent with the B16F10 syngeneic tumor model.

Superior anti-tumor response to exoSTING in primary

and distant tumor sites vs. free STING agonist

As shown in the figure above, potent systemic anti-tumor activity was observed with exoSTING. B16F10 tumor cells were implanted both subcutaneously as well as intravenously. The mice were treated with free STING agonist or exoSTING on days 5, 8 and 11 at different doses as indicated. Primary tumor growth (left panel) of the subcutaneous tumor was measured. The secondary lung tumor burden was also evaluated on day 17 using histopathology. The number of secondary lung tumor nodules as evaluated by histology and complete tumor elimination (CR) of the lung metastasis is plotted (Right panel).

*p<0.05 by one-way ANOVA

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Next, we evaluated the immune cell mediated memory response following administration of exoSTING or free STING agonist in a B16F10 tumor model. We randomized B16F10 tumor bearing mice to receive intratumoral injection of exoSTING or a free STING agonist at high doses. As shown in the figures below, both exoSTING and free STING agonist treatment were associated with significant primary tumor growth inhibition resulting in tumor growth stasis or regression in both groups (left). In both the control groups (empty exosome or PBS), minimal tumor growth inhibition was observed. At day 20, we re-challenged the tumor free mice in each of the exoSTING and free STING agonist treatment groups with new B16F10 cells to evaluate the immune cell mediated memory response. We observed that exoSTING therapy abrogated the growth of re-challenged tumor cells (right). In contrast, we observed that the B16F10 cells re-grew in the mice treated with the free STING agonist, suggesting that the primary treatment with free STING agonist did not result in immune mediated memory response.

exoSTING demonstrated improved memory response in B16F10 re-challenge studies

As shown in the figure above, exoSTING demonstrated superior anti-tumor memory response. B16F10 cells were implanted subcutaneously (primary tumor, left panel) and treated with control empty exosomes, a free STING agonist (FSA, 100 µg) or exoSTING as indicated (arrows). Both exoSTING and FSA treatment were associated with complete tumor growth inhibition. To test the immune cell mediated memory response, the mice treated with exoSTING or FSA were re-challenged (right panel) with B16F10 cells. We observed that tumor re-growth was completely inhibited in the exoSTING group. In contrast, we observed that tumors re-grew in both naïve control mice and the FSA treated group. These results demonstrated a superior immune mediated memory response with exoSTING therapy.

As noted above, studies with free STING agonists have shown complex dose responses that we anticipate may make clinical dose selection for these compounds challenging. In preclinical studies conducted by us and others, higher doses of free STING agonist resulted in killing of tumor resident and tumor infiltrating T cells, as well as other important immune cells, resulting in loss of a sustainable systemic immune response against the tumor and loss of anti-tumor activity. However, in preclinical studies in various cell lines, including the B16F10 model described above, we observed that exoSTING preserved immune cell viability in the tumor, which we believe is due to:

∎ functional APCs secreting IFNß and the chemokines CXCL9 and CXCL10, which attract T cells into the tumor;

∎ functional CD8+ T cells that can differentiate into tumor antigen specific T cells infiltrating the tumors;

∎ significantly less immune cell death at comparable doses with exoSTING compared to free STING agonist in the tumor microenvironment; and

∎ significantly less non-immune cell death with exoSTING as compared to comparative doses of free STING agonist, resulting in less unwanted tissue necrosis and less systemic leakage of the agonist into the systemic circulation.

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In preclinical studies, we assessed immune activation and cell death. As shown in the figure below, we observed that the free STING agonist activated the STING pathway indiscriminately in all cells, whereas exoSTING activated this pathway only in a small subset of immune cells.

Histological evidence of exoSTING induction of IFNß and

absence of off-target toxicity vs. free STING

The figure above shows the histology analysis of tumors injected with free STING agonist (FSA) or exoSTING to assess immune activation and cell death. STING pathway activation was measured by phosphorylation of TANK binding kinase 1 (pTBK1) (yellow in top panel) and IFNß mRNA (red in middle panel) and cell death was measured by cleavage caspase 3 (CC3) (red in bottom panel) in the A20 syngeneic tumor model. We observed that exoSTING treatment targeted STING pathway activation in APCs as measured by pTBK1 and IFNß mRNA. We observed that an equivalent dose of free STING agonist (FSA, 0.2µg) failed to activate the STING pathway. In contrast, a high dose of FSA treatment was associated with activation at the STING pathway indiscriminately in all cells (pTBK1) resulting in cell death (CC3). The selective activation at the STING pathway by exoSTING in a subset of immune cells (pTBK1) is depicted in the enlarged images (in the insert).

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In our preclinical studies, we evaluated the potential of the exoSTING therapy to mobilize T-cell infiltration in a immunologically “cold” tumor model (B16F10) with low levels of T-cell infiltration. We evaluated the infiltration of T cells and macrophages following intratumoral administration of one or two doses of exoSTING or a free STING agonist by immuno-histochemistry (left). The number of T cells per area of the tumor was quantified using image analysis and plotted (right). At both four and 24 hours following treatment with an initial dose, only modest changes in immune cells were observed. Following the second dose of exoSTING (0.2 µg), a significant increase in the number of T cells infiltrating the B16F10 tumor was observed. We observed that treatment with an active dose of free STING agonist (20µg) failed to increase CD8 T-cell infiltration. These results suggest that exoSTING therapy was able to mobilize CD8 T cells to the tumor.

exoSTING induced CD8⁺ T cell recruitment to the tumor

The figure above shows the immune histochemistry analysis of B16F10 tumors treated with either exoSTING or a free STING agonist (FSA). Samples were harvested at four hours or 24 hours following the first dose or the second dose of indicated treatment. The number of CD8 T cells were quantified and plotted (right panel). A statistically significant increase in number of CD8 T cells was observed at both four hours and 24 hours following the second dose of exoSTING. In contrast, FSA treatment was not associated with sustained increase in CD8 T-cell infiltration. These results suggest that exoSTING mobilized T-cell infiltration to immunologically cold tumors.

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In our preclinical studies, we also directly examined the viability of immune cell subsets, including T cells, dendritic cells and macrophages, following intratumoral administration of exoSTING as compared to a free STING agonist at doses required to elicit antitumor immune responses. The results of these studies support and extend recently published results showing immune cell reduction, or ablation, with high doses of free STING agonist. In the study, we used flow cytometry to analyze CD8+ T cells isolated from the tumor 24 hours after administration of a second dose of exoSTING or free STING agonist. As shown in the figure below, we observed that (0.2µg) exoSTING preserved viability of tumor resident CD8+ T cells, whereas (20µg) free STING was immune ablative.

exoSTING preserves CD8 T Cell viability

whereas free STING kills CD8+ cells

The figure above reflects preclinical data that demonstrated that an active dose of exoSTING preserved T cell viability. Flow cytometry analysis of B16F10 tumors was conducted 24 hours following administration of a 2^nd dose of free STING or exoSTING (n=5). The active dose of free STING (20ug) resulted in significant reduction in CD8-T cell as compared to active dose of exoSTING (*p<0.05 one-way ANOVA).

We believe that the observed difference in immune cell preservation in the tumor with exoSTING will result in improved antigen specific anti-tumor immune responses mediated by T cell effectors. Importantly, an assessment of the number and function of tumor antigen specific CD8+ T cells isolated from the spleens of treated mice suggests that exoSTING produced a superior systemic antitumor response as compared to the free STING agonist. Further, as shown in the figure below, we observed that exoSTING treatment promoted greater systemic CD8+ T cell responses compared to free STING agonist. This correlates with the observed preservation of immune effector cells in the tumor and the appearance of memory T cells in the spleens as an indication of systemic anti-tumor immunity.

Superior systemic tumor antigen-specific

immune response with exoSTING

The figure above shows systemic antigen specific T cell response to B16F10 tumor antigen associated epitopes 24 hours after the second dose in spleen as measured by IFNg producing CD8 T cell response by ELISPOT analysis (n=5). Significant induction of IFNg ELISPOT response was observed *p<0.05 one-way ANOVA.

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Our preclinical studies in B16F10 tumor models also allowed us to assess the tumor localized and systemic inflammatory cytokine production in response to active doses of a free STING agonist and exoSTING. The observed tissue death in tumors administered with the higher dose free STING agonist suggest that the STING activator may be released from the tumor and subsequently engage the pathway indiscriminately in affected cells. This would be expected to result in systemic inflammatory cytokine production and consequential adverse events. As shown in the figure below, limited systemic cytokine levels were observed following intratumoral exoSTING administration at doses (0.12µg) that were associated with robust IFNß induction in the tumors. In contrast, as also shown in the figure below, free STING agonist administration at a therapeutic dose resulted in significant elevation of both Type I IFN and other cytokines, including TNFa and IL-6, which are known to be associated with adverse events. Reported observations from early clinical trials with free STING agonists have shown adverse events consistent with the induction of inflammatory cytokines and their systemic release even with intratumoral administration, which resulted in patient discontinuations in these studies.

exoSTING does not induce systemic cytokine production at active doses

The figure above shows preclinical data reflecting limited systemic cytokine responses following exoSTING administration. B16F10 tumors received intratumoral injections of exoSTING or indicated amount of free STING agonist. 4 hours after injection, serum was harvested and assayed for the indicated cytokines (n=4-5). * p<0.05 by one-way ANOVA.

exoSTING clinical development plan

We are planning to conduct a Phase 1/2 clinical trial of exoSTING in patients with various “cold” solid tumors to investigate safety and tolerability, as well as preservation of tumor resident immune cells and activation of local and systemic anti-tumor immunity. We expect to explore exoSTING, administered via intratumoral injection, as a monotherapy and dual therapy with checkpoint inhibitors in the initial part of the trial and will also be looking for early indications of target engagement and confirmation of immune activation in the tumor. We anticipate that selected patients will be biopsied during the course of the trial to assess these parameters directly in the tumor. In addition, we expect to evaluate various biomarkers, including cytokines and cellular immune response, as well as assess exploratory endpoints of clinical activity. We plan to initiate this trial in the first half of 2020, following acceptance of an IND or CTA, and expect data within 12 months after trial initiation.

Prior to conducting a Phase 1/2 clinical trial, we plan to conduct additional preclinical studies to support the previously-observed selective dendritic cell activation with molecular and histological analysis, as well as help us to select doses for our GLP toxicology studies and a dose range for human investigation. These studies will also assess a panel of potential relevant immune related molecular and histological biomarkers that we believe may be used to identify potential responders in our clinical program.

exoVACC

Based on the observed highly selective uptake of PTGFRN overexpressing exosomes, such as exoSTING, into targeted APCs, we believe that we can also create a modular and engineered vaccine system, which we refer to as exoVACC.

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We believe that exoVACC-based approaches have the potential to succeed as therapeutic or prophylactic treatments for a broad range of cancers and infectious diseases. We are exploring various neo-antigens and tumor associated antigens in cancer, as well as vaccines for a number of infectious diseases that have proven resistant to previous vaccine efforts, including serious nosocomial infections such as methicillin-resistant staphylococcus aureus, tuberculosis, and herpes simplex virus.

Conventional vaccines combine selected antigens with a substance intended to enhance the body’s immune response to such antigens, known as an adjuvant. Following injection of the antigen subcutaneously, intravenously or submucosally, a large amount of antigen is often rapidly eliminated by tissue and blood enzymes that break down proteins. A small fraction of the injected dose will be taken up by APCs and the co-injected adjuvant may activate cells and generate an immune response to the antigen. The process of antigen and adjuvant delivery is inefficient and challenging given the need for the adjuvant and antigen to be efficiently processed in APCs concomitantly.

We have generated a prototype engineered exosome using ovalbumin, or OVA, as a model antigen. We utilized Protein Y to engineer OVA into the lumen of the exosome and then added our proprietary STING agonist, which acts as an adjuvant to enhance antigen processing and presentation by APCs. We investigated the effects of this vaccine prototype in preclinical studies by measuring the generation of memory T cells specific for OVA in various tissues seven days after a single intravenous or intranasal administration of our vaccine prototype and compared these results to simple mixing of the components. As shown in the figure below, we observed that our vaccine prototype, labeled exoVACC-OVA, was associated with a potent systemic antigen specific CD8+ T cell response following a single injection, which was superior to the mixing of components in both tested routes of administration by greater than 50-fold.

Luminal loading of antigen with STING agonist significantly improves

T Cell mediated vaccine response

The figure above shows superior antigen specific T cell response to exoVACC administration observed in preclinical studies. Ovalbumin (OVA) was used as a model antigen for evaluating vaccine response 7 days following IV administration or Intra-nasal administration of indicated agents. The percentage of OVA reactive CD8+ memory T cells in spleen and lung was evaluated and plotted (n=5). Protein Y-OVA exosomes loaded with STING agonist, labeled exoVACC-OVA, produced significant antigen specific T cell response (*p<0.05 one-way ANOVA). Note that for this study WT exosomes with native levels of PTGFRN were utilized. The potency of this therapeutic candidate may improve with PTGFRN overexpressed exosomes.

We believe that the simultaneous APC uptake of the antigen (OVA) and adjuvant (STING agonist) drove the potent antigen specific responses that were observed. This basic format of exoVACC engineered exosome allows us to rapidly explore peptide and protein antigens in a simple modular format with Protein Y-mediated loading. We also believe that the exosome format should allow for multi-dose vaccination strategies where necessary to elicit the desired response due to the immune-silent nature of the vaccine carrier, the exosomes. Further, we believe that engineering certain co-stimulatory molecules, such as CD40L, onto the surface of the exosome could further enhance the immune response towards the antigen in the desired humoral or cellular immune response direction. We believe this approach could protect the antigen from potential neutralizing antibodies, which is a leading cause of vaccine failure.

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We have identified a panel of antigens in cancer and infectious disease that we are beginning to explore using exoVACC in relevant preclinical models.

T cells and NK cells

exoIL-12 for the treatment of cancer and infectious disease

We are developing our exoIL-12 product candidate for the treatment of various forms of cancer. exoIL-12 is designed to induce a potent immune response in tumors that lack sufficient immune stimulation to trigger direct and systemic anti-tumor immunity despite the presence of T cells and NK cells. Among tumors of this type are cutaneous T cell lymphoma and Kaposi sarcoma, which are some of the most aggressive and inadequately treated tumors, and against which prior clinical efforts with IL-12 demonstrated limited clinical response. These tumors are also generally amenable to treatment with intratumoral dosing, which we expect will be the initial dosing route for exoIL-12.

exoIL-12 is an engineered exosome in which the cytokine molecule interleukin 12, or IL-12, is displayed on the surface of the exosome, via PTGFRN, and is thereby able to engage the IL-12 receptor on immune effector cells expressing the receptor.

We believe that exosomes can address the challenges faced by the previous attempts to administer IL-12 by focusing and retaining the biology of IL-12 at the needed site of action. exoIL-12 is designed to engage with tumor-resident T cells and NK cells while also being retained in the tumor, thereby preventing leakage out into systemic circulation, which could trigger adverse effects. Localization and retention in the tumor support robust IFNg and tumor necrosis factor-alpha signaling, which is designed to trigger potent and specific systemic immune cell killing of tumor cells. More specifically, the production and release of IFNg is critical for generating an innate and adaptive immune response, and IFNg is also an important activator of macrophages and inducer of Class II major histocompatibility complex, or MHC, molecule expression, which is important in initiating the immune response.

Beyond cancer, we are exploring the use of exoIL-12 for treatment of infectious disease with a latent phase in myeloid cells. These latent infections allow the organism causing the infectious disease to avoid host immune eradication by hiding inside myeloid cells. The role of the IL-12 family of cytokines in tuberculosis is both genetically and clinically validated.

IL-12 and limitations of existing approaches

In preclinical studies conducted by others, IL-12 was observed to elicit a potent anti-tumor immune response as a single agent through activation of T cells, NK cells and macrophages. In the 1990s, Phase 1/2 clinical trials investigating recombinant IL-12, or rIL-12, in patients with advanced malignancies, including cutaneous T cell lymphoma and Kaposi sarcoma, reported promising data showing activation of NK and T cells and potent target engagement. An important learning from the initial clinical trials with rIL-12 was that clinical response, as assessed by tumor shrinkage, was predominantly seen in patients who demonstrated potent, predictable and sustained IFNg response. However, systemic exposure to IL-12 at even low doses led to substantial toxicities in the lymphohematopoietic system, intestines, liver and lung, and in some cases, fatalities. Although decades of research

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have not resulted in any approved IL-12-based drugs, the IL-12 pathway remains of substantial interest in cancer immunotherapy and for the management of certain serious infections, such as tuberculosis, where genetic defects in the IL-12 pathway are associated with persistent, untreatable forms of the disease. More recent attempts to localize IL-12 within the tumor microenvironment have shown mixed results, although they suggest potential responsiveness to IL-12 therapy in glioblastoma, breast cancer and melanoma. However, local production of IL-12 through gene therapy with AAV vectors or plasmid expressed IL-12 has not, to date, provided the necessary control over either the amount or duration of IL-12 production. Autologous cell-based delivery strategies for IL-12 are also being explored, but these approaches are further hampered by limitations often associated with cell transplantation, including manufacturing cost.

exoIL-12 preclinical data

We assessed the activity of exoIL-12 compared to free recombinant IL-12 in a PBMC in vitro assay that measured the production of IFNg, which is a standard assay for measuring IL-12 biological activity and potency. As shown in the figure below, we observed that exoIL-12 exhibited a potency comparable to recombinant IL-12.

exoIL-12: tethering of IL-12 to exosomes retains potency

As shown in the figure above, exoIL-12 induced T cell activation in a dose dependent manner. The potency of recombinant IL-12 and exoIL-12 was compared in a T cell assay measuring IFNg production. The observed T cell activation was dependent on TCR stimulation by anti-CD3 antibodies. Similar results were observed across multiple donors (n=4).

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We also evaluated the anti-tumor activity of exoIL-12 in a B16F10 syngeneic tumor model. As shown in the figures below, we observed that intratumoral administration of exoIL-12 on three consecutive days beginning on Day 6 post-tumor implantation was associated with significant anti-tumor activity, reduced tumor volume and improved survival. The observed antitumor effects of comparable doses of exoIL-12 compared to rIL-12 showed that exoIL-12 was significantly more active at suppressing tumor growth.

Improved survival with exoIL-12

As shown in the figure above, exoIL-12 resulted in improved survival in B16F10 tumor model. Tumor bearing mice were treated with either recombinant IL-12 or exoIL-12 (200 ng) as indicated on days 5, 6 and 7. Mice with tumors reaching ~2000mm3 were euthanized based on IACUC guidelines and survival curves were plotted (n=5). exoIL-12 therapy was associated with significantly improved survival as compared to rIL-12 (*p<0.05).

exoIL-12—Anti-tumor response

As shown in the figure above, preclinical data suggest that exoIL-12 resulted in significant tumor growth reduction. Tumor bearing mice were treated with either recombinant IL-12 or exoIL-12 (200 ng) as indicated on days 5, 6 and 7. Tumor volume on day 16 was plotted (n=5). exoIL-12 therapy resulted in significant anti-tumor activity (p values based on one-way ANOVA).

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Despite the comparable potency of exoIL-12 and rIL-12 observed in the in vitro cell-based assays described above, we observed that exoIL-12 exhibited superior in vivo potency in preclinical tumor models compared to rIL-12. In order to understand the potential mechanism for this potency improvement, we developed assays to investigate the IL-12 protein in the tumor over time post-injection. As shown in the figure below (left), we observed that levels of the p70 subunit of IL-12 remained higher for 48 hours following administration of exoIL-12 as compared to rIL-12. This superior tumor retention translated to prolonged activity of exoIL-12 in the tumor, as measured by IFNg production, as shown in the figure below (right).

exoIL-12 shows superior tumor retention and prolonged IFNg production vs rIL-12

As shown in the figures above, intra-tumoral administration of exoIL-12 showed superior tumor retention (left) and prolonged T cell activation as measured by IFNg production (right). B16F10 tumor bearing mice were injected with either recombinant IL-12 or exoIL-12 (100 ng) and tumor tissue was collected at indicated time points and following administration. Levels of rIL-12 or IFNg were evaluated and plotted (n=3).

In this study, we also observed that prolonged induction of IFNg in the tumor was associated with increases in levels of certain chemokines, including CXCL-9 and CXCL-10, which are essential for recruiting T cells to the tumor and inducing PD-L1 expression, which can convert a cold, poorly inflamed tumor into an inflamed, hot tumor.

We also assessed the generation of systemic immunity against the B16F10 tumor, as measured post-study in the splenic lymphocyte pool, and observed that exoIL-12 elicited a systemic immunity of greater magnitude than free IL-12 at identical doses as shown below.

Improved systemic tumor antigen-specific immune

response with exoIL-12

As shown in the figure above, exoIL-12 improved systemic tumor antigen specific immune response. Systemic antigen specific T cell response to B16F10 tumor antigen associated epitopes was observed in the spleen as measured by IFNg producing CD8+ T cell response by ELISPOT analysis (n=5).

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exoIL-12 clinical development plan

We are planning to conduct a Phase 1/2 clinical trial of exoIL-12 in patients with malignancies amenable to intratumoral dosing including melanoma, breast, and head and neck cancer to investigate safety and tolerability. We plan to biopsy the tumors of eligible patients in order to generate data on tumor retained levels of IL-12 and sustained IFNg production, as well as to generate a library of biomarker data to facilitate establishing a dose for expansion cohorts. We expect to investigate exoIL-12 as a monotherapy and dual therapy with checkpoint inhibitors. We plan to file our IND or CTA in the second half of 2020.

engEx based approach to targeting T cells in autoimmune disease

We are exploring ways to broaden the application of our engEx Platform to address immune inactivation and tolerance induction, leveraging the ability of our engineered exosomes to target and modify the functions of T cells. We believe our engEx exosomes can provoke dampening of autoimmune signals by inactivating the antigen specific T cells or providing a cytokine microenvironment that dampens the immune response against self-antigens.

Recent studies suggest that several autoimmune disorders, including celiac disease, Graves’ disease and neuromyelitis optica, are driven by specific antigens. Furthermore, patients receiving protein substitution therapies due to monogenic disorders, such as hemophilia A and B, or lysosomal storage disorders, such as Fabry disease, Gaucher disease, Pompe disease and Hunter syndrome, are often compromised by the development of anti-drug antibodies that can have a severe impact on treatment efficacy and prognosis.

Various monoclonal antibodies targeting CD3 antibodies have been tested in clinical trials in autoimmune disease patients. Though there were early signs of potential clinical activity in Type 1 diabetes and multiple sclerosis patients, further clinical development has been halted due to side effects such as systemic cytokine release. We believe that anti-CD3 antibodies when attached to our engEx exosomes, which we refer to as exoCD-3, could engage the T cell receptor locally and potentially have a more favorable therapeutic index. We are advancing exoCD-3 as a discovery-stage program.

By taking advantage of the exosome surface display to activate or block T cell signaling, we are evaluating multiple immune modulatory molecules for the ability to engage cognate receptors on the T cells and inhibit T cell activation for the treatment of autoimmune diseases.

Monocytes and macrophages

engEx exosomes targeting macrophage driven diseases

We believe that our engEx Platform has the potential to generate engineered exosomes targeting macrophages for the treatment of a wide range of disorders, including cancer, fibrotic diseases and other diseases. This wide array of therapeutic opportunities reflects the pivotal role that monocytes and macrophages play in human health and disease. We are initially focusing on cancer, fibrotic diseases, autoimmune disease and infectious disease.

Various hematological malignancies are caused by dysregulated myeloid cells, including monocytes and macrophages. In certain myeloid-derived cancers, transcriptional and gene signaling networks play validated roles in cancer initiation and progression. In collaboration with Jazz, we are developing engEx exosomes for use in silencing several genes, including NRAS and STAT3, which may drive hematological malignancies. Several small-molecule approaches to targeting STAT3 have been employed but have generally failed due to suboptimal potency and poor pharmacokinetic properties. Due to the cell-specific targeting and uptake of our engEx exosomes, we believe we can address some of the limitations of other approaches currently being investigated to drug these pathways in hematological malignancies.

In addition we are targeting tissue-resident macrophages which play important roles in regulating local and systemic immune responses by secreting substances that can, among other roles, trigger inflammatory responses and facilitate recruitment of more immune cells. Inflammatory macrophages are often categorized as M1. Alternatively, immune suppressive macrophages that protect and support tissue and cell growth are often categorized as M2. We are pursuing strategies to use our engEx Platform to create exosome therapeutics with selective effects on polarizing M2 macrophages to treat diseases like cancer and fibrosis, by “repolarizing” the aberrant macrophages in the context of these diseases. Our ability to precisely engineer various biologically active molecules onto the exosome surface or

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inside the exosome lumen allows us to generate engEx exosomes that engage pathways that repolarize macrophages to potentially treat human disease.

M2 polarized macrophages can effectively suppress T cell proliferation and effector function and promote tumor growth. We are exploring reversion of M2 macrophages back to an M1 phenotype in order to suppress tumor growth. Prior antibody-based approaches to depleting M2 macrophages have shown limited success in clinic trials due to a narrow therapeutic window and lack of specificity due to targeting all macrophages and not just the aberrant M2 macrophages as intended. Such wholesale depletion of macrophages would be expected to result in increased infection risk and other safety concerns. Our engEx Platform potentially allows us to more selectively target the M2 macrophages due to natural exosome tropism for macrophages and to rebalance the macrophage population towards the desired M1 phenotype. This capability is supported by our studies in vitro where we observed the ability of engEx exosomes to repolarize macrophages, resulting in the production of the desired spectrum of inflammatory cytokines needed for anti-tumor immune responses.

In addition to the immune suppression induced in the tumor microenvironment, M2 polarized macrophages secrete large amounts of transforming growth factor beta, or TGFß, an important cytokine involved in cellular signaling, which induces fibroblast accumulation leading to collagen deposition and tissue remodeling, ultimately resulting in tissue fibrosis. Reprogramming these M2 macrophages to reduce TGFß production by targeting key signaling molecules has been shown to have beneficial activity in preclinical models of lung fibrosis. Several small molecule approaches have been employed, but the lack of specificity of inhibition only within the aberrant M2 macrophages has prevented this approach to treatment from being viable. Our ability to selectively target key pathways in M2 macrophages predominantly suggests a significant opportunity to target cellular pathways in lung and other tissue fibrosis syndromes.

Macrophage-targeting engEx exosomes and preclinical data

Our first wave of macrophage targeting engEx exosomes employ exogenous loading with ASOs and focus on a series of well validated macrophage targets, which are currently undruggable with existing modalities or lack specificity for the relevant cell types, such as M2 macrophages.

In preclinical studies, we observed that engEx exosomes loaded with an ASO, or exoASOs, preferentially accumulated in polarized M2 macrophages compared to free ASO. This uptake was most pronounced in the M2 polarized macrophages. Using exoASOs, we observed that we were able to silence multiple key signaling molecules involved in M2 to M1 repolarization in primary human macrophages. Notably, we observed that the exoASO treatment resulted in significant downregulation of key M2 markers such as CD163 and TGFß expression and production of cytokines associated with M1 polarization such as TNFa, as compared to free ASO. These results suggest that we have reprogrammed the immunosuppressive M2 macrophages to M1 phenotype in vitro.

Superior uptake of exoASO by human primary M2 polarized macrophages

As shown above, the exoASO demonstrated superior uptake in M2 polarized macrophages in a preclinical model. Primary human monocytes were polarized to M2 macrophages and incubated with Cy5 labelled free ASO or exoASO. The uptake was monitored by Cy5 fluorescence intensity over the indicated time period. exoASO showed significantly better uptake (*p<0.05 one-way ANOVA).

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The figure below summarizes examples of target genes silencing by representative exoASO compared to free ASOs in M2 polarized human macrophages. As emphasized in the figure, across multiple different gene targets, exoASOs were observed to provide consistently more potent knockdown than free ASO. The superior target gene knockdown resulted in silencing of key M2 markers such as CD163 and TGFß and increased production of M1 cytokines such as TNFa. These results demonstrate functional reprogramming of the macrophage phenotype.

Target gene silencing in primary human macrophages

with exoASO is more potent than optimized ASO

As shown above, the exoASO demonstrated improved potency in target gene silencing in a preclinical model. Primary human monocytes were polarized to M2 macrophages and incubated with control ASO or targeting specified genes. The target gene KD was monitored at 48 hours post incubation. ExoASO showed improved target gene knock down (*p<0.05 one-way ANOVA).

B cells

Our engEx Platform also allows us to target both the surface and intracellular pathways in B cells, which are an important immunological cell type implicated in a host of human disorders. In preclinical studies of exoCD40L, our engineered exosomes expressing a potent immune stimulatory molecule, CD40L, we observed selective uptake and activation of B cells, while suppressing uptake by monocytes. This data suggests we may be able to selectively target B cell-mediated cancers, infectious diseases harbored in B cells, B cell associated autoimmune diseases and hematological disorders, as well as develop vaccines that elicit an antigen-specific humoral immune response.

exoCD40L—Therapeutic opportunity with selective B cell targeting exosomes

The TNF superfamily member CD40 ligand, or CD40L, is a membrane protein that plays a critical role in adaptive immunity. It is transiently expressed on B cells and APCs and induces signaling by engaging its receptor, CD40. Detailed crystallographic and functional analysis has demonstrated that CD40L, like other TNF family members, transduces CD40-mediated signals through the membrane as a functional trimer. exoCD40L is engineered to express PTGFRN fused to a trimer of CD40L. Other closely related members of the TNF superfamily require similar membrane presentation as functional trimers for biological activity. Our ability to create engEx exosomes with functional TNF family receptors is expected to improve potency of other members of this family. We believe that this improved activity may enable us to use our engEx Platform to develop engEx exosomes to target infectious diseases harbored in B cells, as well as B cell associated autoimmune disease. Furthermore, we have observed favorable biodistribution of exoCD40L to the bone marrow and spleen, which we believe may allow us to target hematological disorders of the B cells. In addition, targeting B cells may enable us to utilize our exoVACC approach to facilitate antigen specific humoral immune response.

As illustrated in the figures below, data from in vitro studies demonstrates the ability to target and activate B cells using exoCD40L. B cells do not normally take up exosomes, but when CD40L is surface engineered onto an exosome, the internalization of exosomes into B cells occurs in an exosome dose dependent fashion. In addition,

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exoCD40L was more potent (approximately 15 fold) at activating B cells, as evidenced by expression of CD69, compared to the recombinant CD40L, or rhCD40L.

B Cells	B cell activation by exoCD40L is superior to rhCD40L
As shown in the figure, exoCD40L induced a shift in cellular uptake from macrophages to B cells compared to exosomes without CD40L engineered to the surface. In the absence of surface-engineered CD40L, cellular uptake of exosomes is preferentially to macrophages. With the addition of CD40L to the exosome surface, uptake is shifted to B cells.	As shown in the figure, exoCD40L induced superior B cell activation in a dose dependent manner in a preclinical model. The potency of rhCD40L and exoCD40L was compared in PBMC assay. B cell activation was monitored using CD69 activation. exoCD40L showed 15-fold better activity as compared to rhCD40L. Similar results were observed across multiple donors (n=4).

Intellectual property

We believe that the diversity of our intellectual property is a critical asset that may provide important strategic and competitive advantages. We strive to protect the proprietary inventions, improvements, and technology that are important for our commercial activity including seeking and maintaining domestic and international patent rights whether from our own inventions or licensed from our collaborators or other partners. We also rely on extensive know-how, trade secrets, and other intellectual property that are critical to our success. Our policy is to seek domestic and international patent protection for new inventions and improvements or, where deemed appropriate, maintain certain inventions and improvements as trade secrets. Our intellectual property estate covers technologies related to our platform, manufacturing methods, analytical methods, product candidates, pharmaceutical compositions, methods of treating patients, and other core technologies and improvements.

We plan to continue to expand our intellectual property estate by filing provisional and non-provisional patent applications related to product candidates, platform advances, manufacturing methods, and other inventions and technologies. Our success will depend, in part, on our ability to obtain and maintain patent and other proprietary protection for commercially important technology, inventions and know-how related to our business, defend and enforce any patents that we may obtain or otherwise control, preserve the confidentiality of our trade secrets and operate without infringing the valid and enforceable patents and proprietary rights of third parties.

In addition to filing and prosecuting patent applications in the United States, we often file counterpart patent applications in additional countries where we believe such foreign filing is likely to be beneficial, including but not limited to Australia, Brazil, Canada, China, Europe, Hong Kong, India, Israel, Japan, Mexico, New Zealand, and South Africa.

Individual patents extend for varying periods of time, depending upon the date of filing of the patent application, the date of patent issuance and the legal term of patents in the countries in which they are obtained. Generally, patents issued for applications filed in the United States are effective for 20 years from the earliest effective filing date for a non-provisional patent application to which priority is claimed. In addition, in certain instances, a patent term can

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be extended to recapture a portion of the term effectively lost as a result of the FDA regulatory review period. The restoration period cannot be longer than five years and the total patent term, including the restoration period, must not exceed 14 years following FDA approval. The duration of patents outside of the United States varies in accordance with provisions of applicable local law, but typically is also 20 years from the earliest effective filing date for a non-provisional patent application to which priority is claimed. However, the actual protection afforded by a patent varies on a product-by-product basis, from country-to-country, and depends upon many factors, including the type of patent, the scope of its coverage, the availability of regulatory-related extensions, the availability of legal remedies in a particular country and the validity and enforceability of the patent.

We believe that we have a strong global intellectual property position including issued and pending patents in many global jurisdictions, as well as broad know-how and trade secrets all directed to product candidates, platform technologies, manufacturing and other critical technologies. As of April 25, 2019, our patent portfolio consists of 27 patent families, including 26 owned issued patents (five owned issued patents in the United States) and seven in-licensed issued patents (one in-licensed issued patent in the United States); 39 owned or in-licensed pending applications in the United States, and 60 owned or in-licensed pending applications in jurisdictions outside of the United States (including active Patent Cooperation Treaty, or PCT, applications). Our objective is to continue to expand our portfolio of patents and patent applications in order to protect our product candidates and certain aspects of our exosome platform, product candidates, and manufacturing processes. Examples of the product candidates and technology areas covered by our intellectual property portfolio are described below.

engEx product candidate intellectual property

The engEx product candidate patent rights in our intellectual property portfolio relate to engineered therapeutic exosome compositions and methods of using the same to treat or ameliorate various diseases and conditions. The product candidate patent applications for our lead programs include those described below. The product candidate patent applications described below are owned by us unless indicated otherwise:

Exosomes containing STING agonists (exoSTING)

This aspect of our patent portfolio relates to our exoSTING product candidate and includes four United States provisional patent applications with claims directed to exosomes that over-express PTGFRN and are loaded with small molecule agonists of the STING pathway, as well as methods of making and using such exosomes to induce anti-tumor immune responses or to prevent metastasis.

We expect the patent applications in this family, if issued, to expire in 2039, excluding any patent term adjustments or extensions.

Exosomes expressing therapeutic immuno-oncology molecules

This aspect of our patent portfolio consists of one pending PCT application with claims directed to exosomes decorated and/or loaded with proteins that induce or suppress immunological signaling in the context of cancer and infectious diseases. Specifically, dependent claims are directed to exosomes decorated and/or loaded with immunological ligands selected from, for example, IL-12, IL-2, IL-7, IL-15, 4-1BBL, OX40L, CD40L, CD28, CD80, TRAIL, LIGHT, or FLT3, or antibody or antigen-binding fragments that agonize or antagonize the endogenous receptors of these ligands.

We expect the patent applications in this family, if issued, to expire in 2037, excluding any patent term adjustments or extensions.

Exosomes containing inhibitory nucleic acids targeting macrophage polarization genes in tumor-resident myeloid cells

This aspect of our patent portfolio consists of one pending PCT patent application with claims directed to exosomes containing inhibitory nucleic acids, such as siRNAs and ASOs, that recognize several transcripts in myeloid cells associated with the tumor microenvironment, as well as claims directed to methods of using such exosomes to treat diseases such as cancer.

We expect any patents in this family, if issued, to expire in 2039, excluding any patent term adjustments or extensions.

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Additional intellectual property for potential product candidates

Exosomes expressing CD47 and comprising an siRNA targeting KRAS G12D

We exclusively licensed one PCT patent application from MDACC, claiming the use of exosomes loaded with therapeutic siRNAs, especially targeting oncogenic KRAS G12D, and decorated on the surface with CD47, a protein that prevents exosome clearance by phagocytic immune cells. National phase applications stemming from this PCT application are pending in Australia, Brazil, Canada, China, Eurasia, Europe, Hong Kong, Israel, Japan, Mexico, New Zealand, South Africa, South Korea, and the United States.

We expect any patents in this family, if issued, to expire in 2036, excluding any patent term adjustments or extensions.

We have additional aspects of our patent portfolio that may relate to current and/or future therapeutic product applications depending on the scope of any claims that may ultimately issue. These additional candidates are generally directed to delivering inhibitory molecules to many cell types, primarily cancer cells and tumor-associated myeloid cells for the treatment of cancer and other diseases. We expect the patent applications in this family, if issued, to expire between 2027 and 2038, excluding any patent term adjustments or extensions.

engEx Platform-related intellectual property

In addition to the engEx product candidate and potential product candidate intellectual property listed above, our intellectual property estate also contains trade secrets, knowhow, and patent applications related to our engEx Platform. All the platform-related intellectual property listed below is owned by us.

∎ Methods of transferring genetic information in exosomes;

∎ Methods of preparing exosomes by removing endogenous cargo and loading with exogenous cargo;

∎ Novel transmembrane exosome proteins, including PTGFRN, for use in generating engineered exosomes;

∎ Novel luminal exosome proteins for use in generating engineered exosomes;

∎ Methods of loading exosomes ex vivo; and

∎ Methods of administering exosomes to treat diseases.

Our platform technologies, and the related intellectual property estate, are broadly applicable to our product candidates. These platform technologies are in some cases critical to provide the therapeutic efficacy of our product candidates, and thus we believe that we are well-positioned to make and provide therapeutic exosomes for commercial applications.

Manufacturing and analytical intellectual property

Another aspect of our intellectual property estate relates to methods of making, purifying, and characterizing exosomes. The manufacturing and analytical intellectual property is central to commercialization of exosome therapeutics, and consists of patent applications, know-how, and trade secrets. All the manufacturing and analytical intellectual property listed below was wholly developed and is owned by us.

∎ Methods of measuring and tracking exosomes by measuring an intrinsic fluorescence signature;

∎ Methods of cell culture for optimized exosome yield and purity;

∎ Methods of scalable exosome purification; and

∎ Label-free methods of tracking and titering exosome populations.

Our manufacturing and analytical intellectual property, including know-how, patent applications, and trade secrets, are broadly applicable to the potential commercial success of our product candidates. Methods of making exosomes in a scalable and reproducible way is a challenge in the field. Furthermore, the ability to accurately and precisely measure the characteristics and purity of exosomes has not been well-described in the field. We believe that our early investment in manufacturing and analytical capabilities provides an important competitive advantage.

Diagnostic intellectual property

Another aspect of our intellectual property estate relates to diagnostic uses of exosomes. All the diagnostic intellectual property that we control was obtained under an exclusive license agreement with MDACC.

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The diagnostic patents and patent applications include two patent families related to the diagnostic use of exosomes, which we licensed from MDACC, as mentioned above. One patent family relates to measuring the presence and/or amounts of miRNAs and miRNA processing activity. This family consists of one PCT application and National Phase applications filed in Australia, Brazil, Canada, China, Europe, Israel, Japan, South Korea, Mexico, Russia, Thailand, the United States, and Hong Kong, with an issued patent in Russia. We expect any patents in this family, if issued, to expire in 2034, excluding any patent term adjustments or extensions.

The second diagnostic patent family relates to surface proteins and genomic DNA in or associated with cancer-derived exosomes and diagnosing a patient with having cancer if a specific exosome population is detected. This family consists of one PCT application and National Phase applications filed in Australia, Canada, Europe, Japan, New Zealand, South Africa, and the United States, with one issued patent in South Africa, and one issued patent in the United States. We expect any patents in this family, if issued, to expire in 2034, excluding any patent term adjustments or extensions.

Trade secrets

We may also rely, in some circumstances, on trade secrets to protect our technology and aspects of our platform. However, trade secrets are difficult to protect. We seek to protect our technology and product candidates, in part, by entering into confidentiality agreements with those who have access to our confidential information, including our employees, contractors, consultants, collaborators and advisors. We also seek to preserve the integrity and confidentiality of our proprietary technology and processes by maintaining physical security of our premises and physical and electronic security of our information technology systems. Although we have confidence in these individuals, organizations and systems, agreements or security measures may be breached and we may not have adequate remedies for any breach. In addition, our trade secrets may otherwise become known or may be independently discovered by competitors. To the extent that our employees, contractors, consultants, collaborators and advisors use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. For this and more comprehensive risks related to our proprietary technology, inventions, improvements and products, please see the section entitled “Risk Factors”.

Licenses

MDACC

In November 2015, we entered into an exclusive license with MDACC on behalf of itself and Beth Israel Deaconess Medical Center, or BID, that grants us an exclusive, worldwide, sublicensable license under patent rights comprising three patent families, an exclusive, worldwide, sublicensable license under MDACC’s rights in related know-how, and a non-exclusive, worldwide, sublicensable license under BID’s rights in related know-how, in each case to research, develop, make and commercialize products and processes covered by such patent rights in all therapeutic, prophylactic, or diagnostic uses, or the MDACC License. At the same time we also entered into a sponsored research agreement with MDACC, or SRA. The MDACC License also includes an option for us to exclusively negotiate with MDACC for a license to certain improvement technologies related to the licensed subject matter, and included funding from Codiak to sponsor research at MDACC. The Term of the MDACC License was amended in April 2018 and the Term of the SRA was amended in February 2017 and April 2018. As of April 25, 2019, the patent portfolio licensed from MDACC consists of five issued U.S. and foreign patents, and 37 pending U.S. and foreign patent applications. We expect these MDACC-licensed patent applications, if issued, to expire between 2034 and 2036, without taking into account any patent term adjustments or extensions that may be obtained.

The patent rights licensed to us under the MDACC License are directed, in part, to diagnostic uses of exosomes for early cancer detection and compositions of therapeutic exosomes for use in treating cancer, specifically cancers characterized by overexpression of mutant KRAS G12D. We have certain diligence obligations under the MDACC License, which include using commercially reasonable efforts to develop and commercialize any products under the patents and achieving certain milestones as further described in the MDACC License.

MDACC and BID have the right with respect to all three patent families licensed to us to practice the patent rights licensed under the agreement for research, teaching, patient care and educational purposes.

As partial consideration for the license, we issued 5,000,000 shares of our Class A common stock and one share of our Class F common stock as an upfront payment to MDACC. The Class F common stock converted into 770,000 shares of Class A common stock upon the closing of our Series B preferred stock financing on January 21, 2016.

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The collective 5,770,000 shares of Class A common stock converted into 5,770,000 shares of our common stock on November 17, 2017. In addition under the SRA, until February 2021, we are required to pay fixed tiered quarterly cash payments and quarterly issuances of our Series A and B redeemable convertible preferred stock. We are obligated to pay to MDACC low single-digit royalties based on annual net sales by us, our affiliates and our sublicensees of licensed products and licensed services that are covered by a valid claim of the licensed patent rights at the time and in the country of sale. On a country-by-country basis, upon expiration of the last valid claim of the licensed patent rights covering such licensed product or licensed service in such country, our license has reduced royalty rates with respect to such country. Based on the progress we make in the advancement of products covered by the licensed patent rights, we are required to make aggregate milestone payments of up to $11.9 million upon the achievement of specified preclinical, clinical and regulatory milestones. Furthermore, we are obligated to make a one-time payment to MDACC of amounts ranging from $20.0 million to $150.0 million, if by November 12, 2019, we are acquired or we close an equity financing, which includes this offering, and the price per share in such acquisition or equity financing (defined as the average of the closing sale prices for our common stock for the 30 consecutive trading days immediately preceding the closing), is equal to or in excess of the agreed upon price triggers equating to company valuations of approximately $1.4 billion to $5.8 billion. If these payments were to be triggered, we may elect, at our sole discretion, to make such payments in cash or by the issuance of our common stock. Further, all amounts due to MDACC for royalties, milestones, and sublicensing consideration will be credited against any such payments that become due.

Under the MDACC License, while MDACC controls the prosecution and maintenance of the patent rights licensed to us, we have the right to review such prosecution and maintenance and MDACC is required to instruct its counsel to accept our comments on such prosecution. We may terminate the license for convenience upon 180 days prior written notice to MDACC. The license automatically terminates upon our bankruptcy, if we challenge the validity or enforceability of any of the licensed patent rights, or our failure to make a number of payments in a timely manner over a specified period of time. Additionally, MDACC may terminate the license for our breach subject to certain specified cure periods.

Kayla Therapeutics

In November 2018, we entered into a license agreement with Kayla Therapeutics S.A.S., or Kayla, pursuant to which we obtained a worldwide, sublicensable license under certain patent rights and to related know-how and methods to research, develop, manufacture and commercialize compounds and products covered by such patent rights in all diagnostic, prophylactic and therapeutic uses. The foregoing license is co-exclusive with Kayla, but Kayla’s retained rights are subject to certain restrictions.

During the first 6 years following the effective date of the license agreement, Kayla and its affiliates may not research, develop, manufacture or commercialize anywhere in the world any product containing a small molecule STING agonist and an exosome. In addition, Kayla may not itself, or grant a license to any third party under the licensed patent rights to, develop, manufacture or commercialize anywhere in the world a product containing certain STING compounds for therapeutic or veterinary purpose.

As of April 25, 2019, the patent portfolio licensed from Kayla consists of one U.S. patent and three worldwide pending applications. The patent rights licensed to us under the patent and patent application relate to certain modified cyclic dinucleotides compositions of matter.

We have certain diligence obligations under the license agreement, which include using commercially reasonable efforts to develop and commercialize products under the licensed patent rights, including using commercially reasonable efforts to apply for and obtain a U.S. Investigational New Drug Application on or before June 30, 2020 and to initiate a cohort extension of a Phase 1/2 trial thereafter.

As partial consideration for the license, we paid Kayla an up-front payment of $6.5 million and issued to Kayla 924,068 shares of common stock. We are obligated to pay to Kayla tiered royalties ranging from low single-digits to mid single-digits based on annual net sales by us, our affiliates and our sublicensees of licensed products. The royalty term is determined on a product-by-product and country-by-country basis and continues until the later of (i) the expiration of the last valid claim of the licensed patent rights that covers such product in such country, (ii) the loss or expiration of any period of marketing exclusivity for such product in such country, or (iii) ten years after the first commercial sale of such product in such country; provided that if the royalty is payable when no valid claim covers a given product in a given country, the royalty rate for sales of such product in such country is decreased.

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Based on the progress we make in the advancement of licensed products, we are required to make aggregate milestone payments of up to $100.0 million in cash payments and up to $13.0 million payable in shares of our common stock upon the achievement of specified clinical and regulatory milestones. In addition, we are required to pay to Kayla a percentage of the payments that we receive from sublicensees of the rights licensed to us by Kayla. This percentage varies from single digits to low double digits.

Following the first dosing of a licensed product in a pivotal trial and payment of the related milestone, we will have the right to prosecute any patents we own or control that claim the composition of matter of a licensed product and any patents that Kayla has not licensed to a third party for the development of products containing certain STING compounds. We will have the right to enforce any patents we own when we have no other patents covering composition of matter of a licensed product and any patents that Kayla has not licensed to a third party for the development of products containing certain STING compounds.

Unless terminated earlier, the term of the license agreement will continue on a country-by-country basis and licensed product-by-licensed product basis, upon the expiration of the royalty term for such licensed product. We may terminate the license agreement on a licensed compound-by-licensed compound basis and on a region-by region basis for any reason upon 30 days prior written notice to Kayla. We or Kayla may terminate the license agreement for the other’s material breach that remains uncured for 60 days after receiving notice thereof.

Jazz Pharmaceuticals

In January 2019, we entered into a Collaboration and License Agreement with Jazz focused on the research, development and commercialization of exosome therapeutics to treat cancer. Pursuant to the agreement, we granted Jazz an exclusive, worldwide, royalty-bearing license to develop, manufacture and commercialize therapeutic candidates directed at up to five targets to be developed using our engEx precision engineering platform for exosome therapeutics. The targets, which include NRAS and STAT3, are oncogenes that have been validated in hematological malignancies and solid tumors but generally have been undruggable with current modalities.

Under the terms of the agreement, we are responsible for the execution of pre-clinical and early clinical development of therapeutic candidates directed at all five targets through the initial Phase 1 or Phase 1/2 trials. We are responsible for the development costs up to and including IND acceptance and, utilizing payments made to us by Jazz upon the acceptance of the IND, a portion of the development costs for the first Phase 1 or Phase 1/2 clinical trial for each of the first two therapeutic candidates to commence clinical trials. Following the conclusion of the applicable first clinical trial for the first two programs, and for the remaining three programs, Jazz will be responsible for future development, including all clinical trials, potential regulatory submissions and commercialization for each product at its sole cost and expense. We have the option to participate in co-commercialization and cost/profit-sharing in the U.S. and Canada on up to two products, in which case, with respect to such products in the U.S. and Canada, the parties shall split equally most of the remaining development costs and shall split equally the net profits or losses in the US and Canada, with Codiak to receive milestones and royalties for sales in other parts of the world. In the event that we do not exercise our option, we receive milestones and royalties based upon sales worldwide.

As part of the agreement, Jazz paid us an upfront payment of $56.0 million. We are eligible to receive up to $20.0 million in preclinical development milestone payments. We are also eligible to receive milestone payments totaling up to $200.0 million per target based on IND application acceptance, clinical and regulatory milestones, including approvals in the U.S., European Union and Japan, and sales milestones. We are also eligible to receive tiered royalties on net sales of each approved product, with percentages ranging from mid-single digits in the lowest tier to high teens in the highest tier. The milestone and royalty payments are each subject to reduction under certain specified conditions set forth in the agreement.

Either party can terminate the agreement with respect to a region and a target upon the other party’s material breach, subject to specified notice and cure provisions. Jazz also has the right to terminate the agreement in its entirety or in part (with respect to a particular collaboration target, research program, licensed compound or product, region or, in some cases, country) for convenience at any time upon 180 days’ written notice or for safety reasons immediately upon notice.

Absent early termination, the term of the agreement will continue on a country-by-country basis and licensed product-by-licensed product basis, until the expiration of the royalty payment obligations for the country and the licensed product.

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Competition

The biotechnology and pharmaceutical industries, including in the exosome therapeutics area, are characterized by rapid growth, a dynamic landscape of competitive product candidates, and a strong reliance on intellectual property. While we believe that our engineered exosome platform, manufacturing capabilities, and product candidates, all coupled with our resources and industry expertise give us a competitive advantage in the field, we face competition from a variety of institutions. Our competitors include larger pharmaceutical companies, specialty biotechnology companies, academic research institutions, governmental agencies, as well as public and private institutions.

There are several companies that are currently developing exosome-based therapeutics for use in a variety of indications, from cancer to rare disease, to regenerative medicine. Broadly, exosome therapeutics can be segregated into two groups: (a) unmodified cell-derived exosomes and (b) engineered and ex vivo modified exosomes.

Unmodified cell-derived exosomes rely on intrinsic therapeutic activity of cargo in exosomes collected from a specific producer cell type. Typically, these producer cells are stem cells or other precursor cells, and the exosomes are generally used in regenerative medicine, immuno-suppression, and central nervous system modulation. The mechanism of action for these exosomes is poorly understood, and may rely on one or more cargo types including miRNAs, mRNAs, and/or surface proteins. Although none of our engEx product candidates rely on unmodified exosomes isolated from producer cells, there is potential competition in the application and uses of our product candidates with those based on unmodified exosomes. Competitors using unmodified cell-derived exosomes include: ArunA Biomedical, Inc., Capricor Therapeutics, Inc. and ReNeuron Group plc.

All of our planned and anticipated engEx product candidates use exosomes that are produced from modified cells and/or are loaded ex vivo with various biologically active molecules. We believe this gives our engineered exosomes desired properties such as predictable pharmacology, defined mechanism of action, reproducible activity and a defined analytical profile. Competitors using engineered and ex vivo modified exosomes plan to use their candidates in numerous therapeutic applications, some of which may directly compete with our engEx product candidates and early programs. Competing therapeutic applications include cancer, metabolic diseases, various rare diseases, central nervous system disorders, diseases of the immune system and infectious diseases. Competitors using engineered and ex vivo loaded exosomes include ArunA Biomedical, Inc., AstraZeneca, plc, Evox Therapeutics Ltd., and PureTech Health plc. Several small-scale clinical studies using unmodified cell-derived exosomes have been initiated, often led by academic investigators for a variety of indications including cancer, immune diseases, and stroke.

We also face competition outside of the exosome therapeutics field, including from some of the largest pharmaceutical companies, and other similarly-positioned specialty biotechnology companies. Our two lead engEx product candidates, exoSTING and exoIL-12, face competition from numerous companies.

∎ In the STING agonist space: Aduro Biotech, Inc. and Novartis International AG; Bristol-Myers Squibb Company; Merck & Co., Inc.; Nimbus Therapeutics, Inc.; GlaxoSmithKline plc; Spring Bank Pharmaceuticals, Inc.; Synlogic, Inc.; Mavupharma, Inc. and others.

Both Merck & Co., Inc., and Aduro Biotech, Inc. in collaboration with Novartis International AG have initiated clinical trials using small molecule STING agonists in cancer patients, and several competitors are poised to enter the clinic before our initial clinical trials are planned to commence in the first half of 2020. Additionally, there are several STING agonist programs that have been described in the literature that are owned or being developed by academic institutions that may enter the clinic before our clinical trials commence.

∎ In the IL-12 space: Celsion Corporation; Eli Lilly and Company; MedImmune, LLC (acquired by AstraZeneca plc) and Inovio Pharmaceuticals, Inc.; Moderna, Inc.; Neumedicines, Inc.; OncoSec Medical Incorporated; Rubius Therapeutics, Inc.; Torque Therapeutics; Ziopharm Oncology, Inc.; and others.

The IL-12 programs from Ziopharm Oncology, Inc., OncoSec Medical Incorporated, Neumedicines Inc., Celsion Corporation, and MedImmune, LLC (acquired by AstraZeneca plc) are currently being used in clinical trials, and several competitors are poised to enter the clinic before our initial clinical trials are planned to commence in the second half of 2020.

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We also face competition related to the therapeutic areas and biologically active molecules we plan to engineer and/or load into our exosome therapeutics. As described above, our engEx Platform is amenable to creating exosomes capable of delivering and/or displaying numerous classes of biologically active molecules. For each of these therapeutic areas and molecule classes we face competition from numerous large pharmaceutical companies and similarly-positioned specialty biotechnology companies.

∎ In the inhibitory nucleic acid space: Alnylam Pharmaceuticals, Inc., Ionis Pharmaceuticals, Inc., Dicerna Pharmaceuticals, Inc., Arrowhead Pharmaceuticals, Inc., F. Hoffman-La Roche AG, or Roche, and others.

∎ In the immuno-oncology space: Novartis International AG, Gilead Sciences, Inc., Celgene Corporation, Amgen Inc., Roche, Johnson & Johnson, Pfizer Inc., AstraZeneca plc, Bristol-Myers Squibb Company, Merck & Co., Inc., and others.

∎ In the gene editing space: CRISPR Therapeutics AG, Editas Medicine, Inc., Intellia Therapeutics, Inc., Sangamo Therapeutics, Inc., and others.

∎ In the gene therapy space: BioMarin Pharmaceutical Inc., uniQure NV, bluebird bio, Inc., GlaxoSmithKline plc, Spark Therapeutics, Inc., Solid Biosciences, Inc., Voyager Therapeutics, Inc., and others.

In addition, many of our current or potential competitors, either alone or with their collaboration partners, have significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, and marketing approved products than we do. Mergers and acquisitions in the pharmaceutical, biotechnology, and gene therapy industries may result in even more resources being concentrated among a smaller number of our competitors. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These competitors also compete with us in recruiting and retaining qualified scientific and management personnel and establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our programs. Our commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective, have fewer or less severe side effects, are more convenient or are less expensive than any products that we may develop. Our competitors also may obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval for ours, which could result in our competitors establishing a strong market position before we are able to enter the market. The key competitive factors affecting the success of all of our programs are likely to be their efficacy, safety, convenience, and availability of reimbursement.

If our current programs are approved for the indications for which we are currently planning clinical trials, they may compete with other products currently under development. Competition with other related products currently under development may include competition for clinical trial sites, patient recruitment, and product sales.

Government regulation

Government authorities in the United States at the federal, state and local level and in other countries regulate, among other things, the research, development, testing, manufacture, quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, post-approval monitoring and reporting, marketing and export and import of drug and biological products, such as our product candidates and any future product candidates. Generally, before a new drug or biologic can be marketed, considerable data demonstrating its quality, safety and efficacy must be obtained, organized into a format specific for each regulatory authority, submitted for review and approved by the regulatory authority.

U.S. biological product development

In the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act, or FDCA, and its implementing regulations and biologics under the FDCA, the Public Health Service Act, or PHSA, and their implementing regulations. Both drugs and biologics also are subject to other federal, state and local statutes and regulations. The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state and local statutes and regulations requires the expenditure of substantial time and financial resources. Failure to comply with the applicable U.S. requirements at any time during the product development process, approval process or post-market may subject an applicant to administrative or judicial sanctions. These sanctions could include, among other actions, the FDA’s refusal to approve pending applications, withdrawal of an approval or

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license revocation, a clinical hold, untitled or warning letters, product recalls or market withdrawals, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement and civil or criminal penalties. Any agency or judicial enforcement action could have a material adverse effect on us.

Our product candidates and any future product candidates must be approved by the FDA through a Biologics License Application, or BLA, process before they may be legally marketed in the United States. The process generally involves the following:

∎ Completion of extensive preclinical studies in accordance with applicable regulations, including studies conducted in accordance with GLP requirements;

∎ Submission to the FDA of an IND application, which must become effective before human clinical trials may begin;

∎ Approval by an institutional review board, or IRB, at each clinical trial site before each trial may be initiated;

∎ Performance of adequate and well-controlled human clinical trials in accordance with applicable IND regulations, good clinical practice, or GCP, requirements and other clinical trial-related regulations to establish the safety and efficacy of the investigational product for each proposed indication;

∎ Submission to the FDA of a BLA;

∎ A determination by the FDA within 60 days of its receipt of a BLA to accept the filing for review;

∎ Satisfactory completion of an FDA pre-approval inspection of the manufacturing facility or facilities where the biologic will be produced to assess compliance with cGMP requirements to assure that the facilities, methods and controls are adequate to preserve the biologic’s identity, strength, quality and purity;

∎ Potential FDA audit of the clinical trial sites that generated the data in support of the BLA; and

∎ FDA review and approval of the BLA, including consideration of the views of any FDA advisory committee, prior to any commercial marketing or sale of the biologic in the United States.

The preclinical and clinical testing and approval process requires substantial time, effort and financial resources, and we cannot be certain that any approvals for our product candidates and any future product candidates will be granted on a timely basis, or at all.

Preclinical studies and IND

Preclinical studies include laboratory evaluation of product chemistry and formulation, as well as in vitro and animal studies to assess the potential for adverse events and in some cases to establish a rationale for therapeutic use. The conduct of preclinical studies is subject to federal regulations and requirements, including GLP regulations for safety/toxicology studies. An IND sponsor must submit the results of the preclinical tests, together with manufacturing information, analytical data, any available clinical data or literature and plans for clinical studies, among other things, to the FDA as part of an IND. An IND is a request for authorization from the FDA to administer an investigational product to humans, and must become effective before human clinical trials may begin. Some long-term preclinical testing may continue after the IND is submitted. An IND automatically becomes effective 30 days after receipt by the FDA, unless before that time, the FDA raises concerns or questions related to one or more proposed clinical trials and places the trial on clinical hold. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. As a result, submission of an IND may not result in the FDA allowing clinical trials to commence.

Clinical trials

The clinical stage of development involves the administration of the investigational product to healthy volunteers or patients under the supervision of qualified investigators, generally physicians not employed by or under the trial sponsor’s control, in accordance with GCP requirements, which include the requirement that all patients provide their informed consent for their participation in any clinical trial. Clinical trials are conducted under protocols detailing, among other things, the objectives of the clinical trial, dosing procedures, subject selection and exclusion criteria and the parameters to be used to monitor subject safety and assess efficacy. Each protocol, and any subsequent amendments to the protocol, must be submitted to the FDA as part of the IND. Furthermore, each clinical trial must be reviewed and approved by an IRB for each institution at which the clinical trial will be

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conducted to ensure that the risks to individuals participating in the clinical trials are minimized and are reasonable in relation to anticipated benefits. The IRB also approves the informed consent form that must be provided to each clinical trial subject or his or her legal representative and must monitor the clinical trial until completed. There also are requirements governing the reporting of ongoing clinical trials and completed clinical trial results to public registries.

A sponsor who wishes to conduct a clinical trial outside of the United States may, but need not, obtain FDA authorization to conduct the clinical trial under an IND. If a foreign clinical trial is not conducted under an IND, the sponsor may submit data from the clinical trial to the FDA in support of a BLA. The FDA will accept a well-designed and well-conducted foreign clinical study not conducted under an IND if the study was conducted in accordance with GCP requirements, and the FDA is able to validate the data through an onsite inspection if deemed necessary.

Clinical trials generally are conducted in three sequential phases, known as Phase 1, Phase 2 and Phase 3, and may overlap.

∎ Phase 1 clinical trials generally involve a small number of healthy volunteers or disease-affected patients who are initially exposed to a single dose and then multiple doses of the product candidate. The primary purpose of these clinical trials is to assess the metabolism, pharmacologic action, side effect tolerability and safety of the product candidate.

∎ Phase 2 clinical trials generally involve studies in disease-affected patients to evaluate proof of concept and/or determine the dosing regimen(s) for subsequent investigations. At the same time, safety and further pharmacokinetic and pharmacodynamic information is collected, possible adverse effects and safety risks are identified and a preliminary evaluation of efficacy is conducted.

∎ Phase 3 clinical trials generally involve a large number of patients at multiple sites and are designed to provide the data necessary to demonstrate the effectiveness of the product for its intended use, its safety in use and to establish the overall benefit/risk relationship of the product and provide an adequate basis for physician labeling.

Post-approval trials, sometimes referred to as Phase 4 clinical trials, may be conducted after initial marketing approval. These trials are used to gain additional experience from the treatment of patients in the intended therapeutic indication. In certain instances, the FDA may mandate the performance of Phase 4 clinical trials as a condition of approval of a BLA.

Progress reports detailing the results of the clinical trials, among other information, must be submitted at least annually to the FDA and written IND safety reports must be submitted to the FDA and the investigators for serious and unexpected suspected adverse events, findings from other studies or animal or in vitro testing that suggest a significant risk for human subjects and any clinically important increase in the rate of a serious suspected adverse reaction over that listed in the protocol or investigator brochure.

Phase 1, Phase 2 and Phase 3 clinical trials may not be completed successfully within any specified period, if at all. The FDA or the sponsor may suspend or terminate a clinical trial at any time on various grounds, including a finding that the patients are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance with the IRB’s requirements or if the biologic has been associated with unexpected serious harm to patients. Additionally, some clinical trials are overseen by an independent group of qualified experts organized by the clinical trial sponsor, known as a data safety monitoring board or committee. This group provides authorization for whether a trial may move forward at designated check points based on access to certain data from the trial. Concurrent with clinical trials, companies usually complete additional animal studies and also must develop additional information about the chemistry and physical characteristics of the biologic as well as finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the product and, among other things, companies must develop methods for testing the identity, strength, quality and purity of the final product. Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the product candidates do not undergo unacceptable deterioration over their shelf life.

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FDA review process

Following completion of the clinical trials, data are analyzed to assess whether the investigational product is safe and effective for the proposed indicated use or uses. The results of preclinical studies and clinical trials are then submitted to the FDA as part of a BLA, along with proposed labeling, chemistry and manufacturing information to ensure product quality and other relevant data. The BLA is a request for approval to market the biologic for one or more specified indications and must contain proof of safety, purity and potency. The application may include both negative and ambiguous results of preclinical studies and clinical trials, as well as positive findings. Data may come from company-sponsored clinical trials intended to test the safety and efficacy of a product’s use or from a number of alternative sources, including studies initiated by investigators. To support marketing approval, the data submitted must be sufficient in quality and quantity to establish the safety, purity and potency of the investigational product to the satisfaction of the FDA. FDA approval of a BLA must be obtained before a biologic may be marketed in the United States.

Under the Prescription Drug User Fee Act, or PDUFA, as amended, each BLA must be accompanied by a user fee. The FDA adjusts the PDUFA user fees on an annual basis. Fee waivers or reductions are available in certain circumstances, including a waiver of the application fee for the first application filed by a small business. Additionally, no user fees are assessed on BLAs for products designated as orphan drugs, unless the product also includes a non-orphan indication.

The FDA reviews all submitted BLAs before it accepts them for filing, and may request additional information rather than accepting the BLA for filing. The FDA must make a decision on accepting a BLA for filing within 60 days of receipt, and such decision could include a refusal to file by the FDA. Once the submission is accepted for filing, the FDA begins an in-depth review of the BLA. Under the goals and policies agreed to by the FDA under PDUFA, the FDA has 10 months, from the filing date, in which to complete its initial review of an original BLA and respond to the applicant, and six months from the filing date of an original BLA designated for priority review. The FDA does not always meet its PDUFA goal dates for standard and priority BLAs, and the review process is often extended by FDA requests for additional information or clarification.

Before approving a BLA, the FDA will conduct a pre-approval inspection of the manufacturing facilities for the new product to determine whether they comply with cGMP requirements. The FDA will not approve the product unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of the product within required specifications. The FDA also may audit data from clinical trials to ensure compliance with GCP requirements. Additionally, the FDA may refer applications for novel products or products which present difficult questions of safety or efficacy to an advisory committee, typically a panel that includes clinicians and other experts, for review, evaluation and a recommendation as to whether the application should be approved and under what conditions, if any. The FDA is not bound by recommendations of an advisory committee, but it considers such recommendations when making decisions on approval. The FDA likely will reanalyze the clinical trial data, which could result in extensive discussions between the FDA and the applicant during the review process. After the FDA evaluates a BLA, it will issue an approval letter or a Complete Response Letter. An approval letter authorizes commercial marketing of the biologic with specific prescribing information for specific indications. A Complete Response Letter indicates that the review cycle of the application is complete, and the application will not be approved in its present form. A Complete Response Letter usually describes all of the specific deficiencies in the BLA identified by the FDA. The Complete Response Letter may require additional clinical data and/or other significant and time-consuming requirements related to clinical trials, preclinical studies or manufacturing. If a Complete Response Letter is issued, the applicant may either resubmit the BLA, addressing all of the deficiencies identified in the letter, or withdraw the application. Even if such data and information are submitted, the FDA may decide that the BLA does not satisfy the criteria for approval. Data obtained from clinical trials are not always conclusive and the FDA may interpret data differently than we interpret the same data.

Orphan drug designation

Under the Orphan Drug Act, the FDA may grant orphan designation to a drug or biological product intended to treat a rare disease or condition, which is generally a disease or condition that affects fewer than 200,000 individuals in the United States, or more than 200,000 individuals in the United States and for which there is no reasonable expectation that the cost of developing and making the product available in the United States for this type of disease or condition will be recovered from sales of the product.

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Orphan drug designation for a biologic must be requested before submitting a BLA. After the FDA grants orphan drug designation, the identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. Orphan drug designation does not convey any advantage in or shorten the duration of the regulatory review and approval process.

If a product that has orphan designation subsequently receives the first FDA approval for the disease or condition for which it has such designation, the product is entitled to orphan drug exclusivity, which means that the FDA may not approve any other applications to market the same drug for the same indication for seven years from the date of such approval, except in limited circumstances, such as a showing of clinical superiority to the product with orphan exclusivity by means of greater effectiveness, greater safety or providing a major contribution to patient care, or in instances of drug supply issues. Competitors, however, may receive approval of either a different product for the same indication or the same product for a different indication but that could be used off-label in the orphan indication. Orphan drug exclusivity also could block the approval of one of our products for seven years if a competitor obtains approval before we do for the same product, as defined by the FDA, for the same indication we are seeking approval, or if our product is determined to be contained within the scope of the competitor’s product for the same indication or disease. If one of our products designated as an orphan drug receives marketing approval for an indication broader than that which is designated, it may not be entitled to orphan drug exclusivity. Orphan drug status in the European Union has similar, but not identical, requirements and benefits.

Expedited development and review programs

The FDA has a fast track program that is intended to expedite or facilitate the process for reviewing new drugs and biologics that meet certain criteria. Specifically, new drugs and biologics are eligible for fast track designation if they are intended to treat a serious or life-threatening condition and preclinical or clinical data demonstrate the potential to address unmet medical needs for the condition. Fast track designation applies to both the product and the specific indication for which it is being studied. The sponsor of a biologic can request the FDA to designate the product for fast track status any time before receiving BLA approval, but ideally no later than the pre-BLA meeting. Any product submitted to the FDA for marketing, including under a fast track program, may be eligible for other types of FDA programs intended to expedite development and review, such as priority review and accelerated approval. A product is eligible for priority review if it treats a serious or life-threatening condition and, if approved, would provide a significant improvement in safety and effectiveness compared to available therapies. The FDA will attempt to direct additional resources to the evaluation of an application for a new drug or biologic designated for priority review in an effort to facilitate the review.

A product may also be eligible for accelerated approval if it treats a serious or life-threatening condition and generally provides a meaningful advantage over available therapies. In addition, it must demonstrate an effect on a surrogate endpoint that is reasonably likely to predict clinical benefit or on a clinical endpoint that can be measured earlier than irreversible morbidity or mortality, or IMM, that is reasonably likely to predict an effect on IMM or other clinical benefit. As a condition of approval, the FDA may require that a sponsor of a drug or biologic receiving accelerated approval perform adequate and well-controlled post-marketing clinical trials. If the FDA concludes that a drug or biologic shown to be effective can be safely used only if distribution or use is restricted, it will require such post-marketing restrictions, as it deems necessary to assure safe use of the product. If the FDA determines that the conditions of approval are not being met, the FDA can withdraw its accelerated approval for such drug or biologic.

Additionally, a drug or biologic may be eligible for designation as a breakthrough therapy if the product is intended, alone or in combination with one or more other drugs or biologics, to treat a serious or life-threatening condition and preliminary clinical evidence indicates that the product may demonstrate substantial improvement over currently approved therapies on one or more clinically significant endpoints. The benefits of breakthrough therapy designation include the same benefits as fast track designation, plus intensive guidance from the FDA to ensure an efficient drug development program.

Fast track designation, priority review, accelerated approval and breakthrough therapy designation do not change the standards for approval, but may expedite the development or approval process.

Pediatric information

Under the Pediatric Research Equity Act, or PREA, a BLA or supplement to a BLA must contain data to assess the safety and efficacy of the biologic for the claimed indications in all relevant pediatric subpopulations and to support

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dosing and administration for each pediatric subpopulation for which the product is safe and effective. The FDA may grant deferrals for submission of pediatric data or full or partial waivers. A sponsor who is planning to submit a marketing application for a drug that includes a new active ingredient, new indication, new dosage form, new dosing regimen or new route of administration must submit an initial Pediatric Study Plan, or PSP, within 60 days of an end-of-Phase 2 meeting or, if there is no such meeting, as early as practicable before the initiation of the Phase 3 or Phase 2/3 study. The initial PSP must include an outline of the pediatric study or studies that the sponsor plans to conduct, including study objectives and design, age groups, relevant endpoints and statistical approach, or a justification for not including such detailed information, and any request for a deferral of pediatric assessments or a full or partial waiver of the requirement to provide data from pediatric studies along with supporting information. The FDA and the sponsor must reach an agreement on the PSP. A sponsor can submit amendments to an agreed-upon initial PSP at any time if changes to the pediatric plan need to be considered based on data collected from preclinical studies, early phase clinical trials and/or other clinical development programs.

Post-marketing requirements

Following approval of a new product, the manufacturer and the approved product are subject to continuing regulation by the FDA, including, among other things, monitoring and record-keeping activities, reporting of adverse experiences, complying with promotion and advertising requirements, which include restrictions on promoting products for unapproved uses or patient populations (known as ‘‘off-label use’’) and limitations on industry-sponsored scientific and educational activities. Although physicians may prescribe legally available products for off-label uses, manufacturers may not market or promote such uses. Prescription drug and biologic promotional materials must be submitted to the FDA in conjunction with their first use. Further, if there are any modifications to the biologic, including changes in indications, labeling or manufacturing processes or facilities, the applicant may be required to submit and obtain FDA approval of a new BLA or BLA supplement, which may require the development of additional data or preclinical studies and clinical trials.

The FDA may also place other conditions on approvals including the requirement for a Risk Evaluation and Mitigation Strategy, or REMS, to assure the safe use of the product. If the FDA concludes a REMS is needed, the sponsor of the BLA must submit a proposed REMS. The FDA will not approve the BLA without an approved REMS, if required. A REMS could include medication guides, physician communication plans or elements to assure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. Any of these limitations on approval or marketing could restrict the commercial promotion, distribution, prescription or dispensing of products. Product approvals may be withdrawn for non-compliance with regulatory standards or if problems occur following initial marketing.

FDA regulations require that products be manufactured in specific approved facilities and in accordance with cGMP regulations. We rely, and expect to continue to rely, on third parties for the production of clinical and commercial quantities of our products in accordance with cGMP regulations. These manufacturers must comply with cGMP regulations that require, among other things, quality control and quality assurance, the maintenance of records and documentation and the obligation to investigate and correct any deviations from cGMP. Manufacturers and other entities involved in the manufacture and distribution of approved drugs or biologics are required to register their establishments with the FDA and certain state agencies and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP requirements and other laws. Accordingly, manufacturers must continue to expend time, money and effort in the area of production and quality control to maintain cGMP compliance. The discovery of violative conditions, including failure to conform to cGMP regulations, could result in enforcement actions, and the discovery of problems with a product after approval may result in restrictions on a product, manufacturer or holder of an approved BLA, including recall.

U.S. patent term restoration and marketing exclusivity

Depending upon the timing, duration and specifics of FDA approval of our product candidates and any future product candidates, some of our U.S. patents may be eligible for limited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, commonly referred to as the Hatch Waxman Amendments. The Hatch Waxman Amendments permit restoration of the patent term of up to five years as compensation for patent term lost during product development and FDA regulatory review process. Patent term restoration, however, cannot extend the remaining term of a patent beyond a total of 14 years from the product’s approval date. The patent term restoration period is generally one half the time between the effective date of an IND and the submission date of a

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BLA plus the time between the submission date of a BLA and the approval of that application, except that the review period is reduced by any time during which the applicant failed to exercise due diligence. Only one patent applicable to an approved biologic is eligible for the extension and the application for the extension must be submitted prior to the expiration of the patent.

The U.S. PTO, in consultation with the FDA, reviews and approves the application for any patent term extension or restoration. In the future, we may apply for restoration of patent term for our currently owned or licensed patents to add patent life beyond its current expiration date, depending on the expected length of the clinical trials and other factors involved in the filing of the relevant BLA.

An abbreviated approval pathway for biological products shown to be similar to, or interchangeable with, an FDA licensed reference biological product was created by the Biologics Price Competition and Innovation Act of 2009, or BPCI Act. This amendment to the PHSA, in part, attempts to minimize duplicative testing. Biosimilarity, which requires that the biological product be highly similar to the reference product notwithstanding minor differences in clinically inactive components and that there be no clinically meaningful differences between the product and the reference product in terms of safety, purity and potency, can be shown through analytical studies, animal studies and a clinical trial or trials.

Interchangeability requires that a biological product be biosimilar to the reference product and that the product can be expected to produce the same clinical results as the reference product in any given patient and, for products administered multiple times to an individual, that the product and the reference product may be alternated or switched after one has been previously administered without increasing safety risks or risks of diminished efficacy relative to exclusive use of the reference biological product without such alternation or switch.

A reference biological product is granted 12 years of data exclusivity from the time of first licensure of the product, and the FDA will not accept an application for a biosimilar or interchangeable product based on the reference biological product until four years after the date of first licensure of the reference product. “First licensure” typically means the initial date the particular product at issue was licensed in the United States. Date of first licensure does not include the date of licensure of (and a new period of exclusivity is not available for) a biological product if the licensure is for a supplement for the biological product or for a subsequent application by the same sponsor or manufacturer of the biological product (or licensor, predecessor in interest, or other related entity) for a change (not including a modification to the structure of the biological product) that results in a new indication, route of administration, dosing schedule, dosage form, delivery system, delivery device or strength, or for a modification to the structure of the biological product that does not result in a change in safety, purity, or potency.

Pediatric exclusivity is another type of regulatory market exclusivity in the United States. Pediatric exclusivity, if granted, adds six months to existing regulatory exclusivity periods. This six-month exclusivity may be granted based on the voluntary completion of a pediatric trial in accordance with an FDA issued ‘‘Written Request’’ for such a trial.

U.S. coverage and reimbursement

Successful commercialization of pharmaceutical products depends on the availability of adequate coverage and reimbursement from third-party payors. Patients who are provided medical treatment for their conditions generally rely on third-party payors to reimburse all or part of the costs associated with their treatment. Adequate coverage and reimbursement from governmental healthcare programs, such as Medicare and Medicaid, and commercial payors, such as private health insurers and health maintenance organizations, are critical to new product acceptance.

Government authorities and other third-party payors decide which products and treatments they will cover and the amount of reimbursement. Coverage and reimbursement by a third-party payor may depend upon a number of factors, including the third-party payor’s determination that use of a product is:

∎ a covered benefit under its health plan;

∎ safe, effective and medically necessary;

∎ appropriate for the specific patient;

∎ cost-effective; and

∎ neither experimental nor investigational.

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In the United States, no uniform policy of coverage and reimbursement for pharmaceutical products exists among third-party payors. As a result, obtaining coverage and reimbursement approval of a product from a government or other third-party payor is a time consuming and costly process that could require a manufacturer to provide to each payor supporting scientific, clinical and cost effectiveness data for the use of the product on a payor-by-payor basis, with no assurance that coverage and adequate reimbursement from third-party payors will be obtained. There is significant uncertainty related to the insurance coverage and reimbursement of newly approved products. In the United States, the principal decisions about reimbursement for new products are typically made by the Centers for Medicare & Medicaid Services, or CMS, an agency within the U.S. Department of Health and Human Services, as CMS decides whether and to what extent a new products will be covered and reimbursed under Medicare. Private payors tend to follow CMS to a substantial degree. Even if coverage for a given product is obtained, the resulting reimbursement payment rates might not be adequate to achieve or sustain profitability or may require co-payments that patients find unacceptably high.

Additionally, third-party payors may not cover, or provide adequate reimbursement for, long-term follow-up evaluations required following the use certain pharmaceutical products. Patients are unlikely to use a product unless coverage is provided and reimbursement is adequate to cover a significant portion of the cost of the product. Because novel pharmaceutical products may have a higher cost of goods than conventional therapies, and may require long-term follow-up evaluations, the risk that coverage and reimbursement rates may be inadequate for to achieve profitability may be greater. There is significant uncertainty related to insurance coverage and reimbursement of newly approved products.

Payment methodologies may be subject to changes in healthcare legislation and regulatory initiatives. For example, the Middle Class Tax Relief and Job Creation Act of 2012 required that CMS reduce the Medicare clinical laboratory fee schedule by 2% in 2013, which served as a base for 2014 and subsequent years. In addition, effective January 1, 2014, CMS also began bundling the Medicare payments for certain laboratory tests ordered while a patient received services in a hospital outpatient setting. Additional state and federal healthcare reform measures are expected to be adopted in the future, any of which could limit the amounts that federal and state governments will pay for healthcare products and services, which could result in reduced demand for certain pharmaceutical products or additional pricing pressures.

Moreover, increasing efforts by governmental and third-party payors in the United States and abroad to cap or reduce healthcare costs may cause such organizations to limit both coverage and the level of reimbursement for newly approved pharmaceutical products and, as a result, they may not cover or provide adequate payment for some products. There has been increasing legislative and enforcement interest in the United States with respect to specialty pharmaceutical pricing practices. Manufacturers are experiencing pricing pressures in connection with the sale of pharmaceutical products due to the trend toward managed healthcare, the increasing influence of health maintenance organizations, cost containment initiatives and additional legislative changes.

U.S. healthcare reform

In the United States, there have been and continue to be a number of legislative initiatives to contain healthcare costs. For example, in March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, collectively, the ACA, was passed, which substantially changes the way healthcare is financed by both governmental and private insurers, and significantly impacts the U.S. pharmaceutical industry.

Some of the provisions of the ACA have yet to be fully implemented, while certain provisions have been subject to judicial and Congressional challenges, as well as efforts by the current administration to repeal or replace certain aspects of the ACA. Since January 2017, President Trump has signed two Executive Orders designed to delay the implementation of certain provisions of the ACA or otherwise circumvent some of the requirements for health insurance mandated by the ACA. Concurrently, Congress has considered legislation that would repeal or repeal and replace all or part of the ACA. While Congress has not passed comprehensive repeal legislation, it has enacted laws that modify certain provisions of the ACA such as removing penalties, starting January 1, 2019, for not complying with the ACA’s individual mandate to carry health insurance, delaying the implementation of certain ACA-mandated fees, and increasing the point-of-sale discount that is owed by pharmaceutical manufacturers who participate in Medicare Part D. On December 14, 2018, a Texas U.S. District Court Judge ruled that the ACA is unconstitutional in its entirety because the “individual mandate” was repealed by the U.S. Congress as part of the Tax Cuts and Jobs

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Act of 2017 Act. While the Texas U.S. District Court Judge, as well as the Trump administration and CMS, have stated that the ruling will have no immediate effect pending appeal of the decision, it is unclear how this decision, subsequent appeals, and other efforts to repeal and replace the ACA will impact the ACA.

In addition, other legislative changes have been proposed and adopted in the United States since the Affordable Care Act was enacted. The Budget Control Act of 2011, among other things, created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable to reach required goals, thereby triggering the legislation’s automatic reduction to several government programs. This includes aggregate reductions of Medicare payments to providers up to 2% per fiscal year. These reductions will remain in effect through 2027 unless additional Congressional action is taken.

Further, there have been several recent U.S. Congressional inquiries and proposed federal and state legislation designed to, among other things, bring more transparency to drug pricing, reduce the cost of prescription drugs under Medicare, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drugs. At the federal level, the Trump administration’s budget proposal for fiscal year 2019 contains additional drug price control measures that could be enacted during the 2019 budget process or in other future legislation, including, for example, measures to permit Medicare Part D plans to negotiate the price of certain drugs under Medicare Part B, to allow some states to negotiate drug prices under Medicaid and to eliminate cost sharing for generic drugs for low-income patients. The Trump administration also released a “Blueprint” to lower drug prices and reduce out of pocket costs of drugs that contains additional proposals to increase manufacturer competition, increase the negotiating power of certain federal healthcare programs, incentivize manufacturers to lower the list price of their products and reduce the out of pocket costs of drug products paid by consumers. For example, in September 2018, CMS announced that it will allow Medicare Advantage Plans the option to use step therapy for Part B drugs beginning January 1, 2019, and on January 31, 2019, the Department of Health and Human Services Office of Inspector General proposed modifications to the federal Anti-Kickback Statute discount safe harbors for the purpose of reducing the cost of drug products to consumers which, among other things, if finalized, will affect discounts paid by manufacturers to Medicare Part D plans, Medicaid managed care organizations and pharmacy benefit managers working with these organizations. While some of these and other proposed measures may require additional authorization to become effective, Congress and the Trump administration have each indicated that it will continue to seek new legislative and/or administrative measures to control drug costs. At the state level, legislatures are increasingly passing legislation and implementing regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing.

Additionally, on May 30, 2018, the Trickett Wendler, Frank Mongiello, Jordan McLinn, and Matthew Bellina Right to Try Act of 2017, or the Right to Try Act, was signed into law. The law, among other things, provides a federal framework for certain patients to access certain investigational new drug products that have completed a Phase I clinical trial and that are undergoing investigation for FDA approval. Under certain circumstances, eligible patients can seek treatment without enrolling in clinical trials and without obtaining FDA permission under the FDA expanded access program. There is no obligation for a prescription drug manufacturer to make its drug products available to eligible patients as a result of the Right to Try Act.

U.S. healthcare laws

Healthcare providers, physicians and third-party payors in the United States and elsewhere play a primary role in the recommendation and prescription of pharmaceutical products. Arrangements with third-party payors and customers can expose pharmaceutical manufacturers to broadly applicable fraud and abuse and other healthcare laws and regulations, including, without limitation, the federal Anti-Kickback Statute and the federal False Claims Act, which may constrain the business or financial arrangements and relationships through which such companies conduct research, sell, market and distribute pharmaceutical products. In particular, the promotion, sales and marketing of healthcare items and services, as well as certain business arrangements in the healthcare industry, are subject to extensive laws designed to prevent fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, structuring and

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commission(s), certain customer incentive programs and other business arrangements generally. Activities subject to these laws also involve the improper use of information obtained in the course of patient recruitment for clinical trials. The federal and state healthcare laws and regulations laws that may affect a manufacturer’s ability to operate include, but are not limited to:

∎ the federal Anti-Kickback Statute, which prohibits, among other things, knowingly and willfully soliciting, receiving, offering or paying any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce, or in return for, either the referral of an individual, or the purchase, lease, order or recommendation of any good, facility, item or service for which payment may be made, in whole or in part, under a federal healthcare program, such as the Medicare and Medicaid programs. “Remuneration” has been interpreted broadly to include anything of value. Although there are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution, a person or entity can be found guilty of violating the statute without actual knowledge of the statute or specific intent to violate it. In addition, a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act, or FCA. The Anti-Kickback Statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on the one hand and prescribers, purchasers, and formulary managers on the other;

∎ federal civil and criminal false claims laws and civil monetary penalty laws, including the FCA, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, false or fraudulent claims for payment to, or approval by Medicare, Medicaid or other federal healthcare programs, knowingly making, using or causing to be made or used a false record or statement material to a false or fraudulent claim or an obligation to pay or transmit money to the federal government, or knowingly concealing or knowingly and improperly avoiding or decreasing or concealing an obligation to pay money to the federal government. Manufacturers can be held liable under the FCA even when they do not submit claims directly to government payors if they are deemed to “cause” the submission of false or fraudulent claims. The FCA also permits a private individual acting as a “whistleblower” to bring actions on behalf of the federal government alleging violations of the FCA and to share in any monetary recovery;

∎ the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created additional federal criminal statutes that prohibit knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payor (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false statements in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters. Similar to the federal Anti-Kickback Statute, a person or entity can be found guilty of violating HIPAA without actual knowledge of the statute or specific intent to violate it;

∎ HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and their respective implementing regulations, which impose, among other things, requirements on certain covered healthcare providers, health plans, and healthcare clearinghouses as well as their respective business associates that perform services for them that involve the use, or disclosure of, individually identifiable health information, relating to the privacy, security and transmission of individually identifiable health information. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions;

∎ the federal Physician Payments Sunshine Act, created under the ACA, and its implementing regulations, which require manufacturers of drugs, devices, biologicals and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to CMS, information related to payments or other transfers of value made to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members;

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∎ federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers; and

∎ analogous state laws and regulations, such as state anti-kickback and false claims laws, which may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by nongovernmental third-party payors, including private insurers, and may be broader in scope than their federal equivalents; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers; state laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers, marketing expenditures, or drug pricing; state and local laws that require the registration of pharmaceutical sales and medical representatives; and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

The distribution of pharmaceutical products is subject to additional requirements and regulations, including extensive record-keeping, licensing, storage and security requirements intended to prevent the unauthorized sale of pharmaceutical products.

The scope and enforcement of each of these laws is uncertain and subject to rapid change in the current environment of healthcare reform, especially in light of the lack of applicable precedent and regulations. Efforts to ensure that business arrangements comply with applicable healthcare laws may involve substantial costs. It is possible that governmental and enforcement authorities will conclude that a manufacturer’s business practices may not comply with current or future statutes, regulations or case law interpreting applicable fraud and abuse or other healthcare laws and regulations. If any such actions are instituted against a manufacturer, and the manufacturer is not successful in defending itself or asserting its rights, those actions could have a significant impact on the manufacturer’s business, including the imposition of significant civil, criminal and administrative penalties, damages, disgorgement, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, as well as additional reporting obligations and oversight if subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of operations.

European Union drug development

In the European Union, or EU, our future products also may be subject to extensive regulatory requirements. As in the United States, medicinal products can be marketed only if a marketing authorization from the competent regulatory agencies has been obtained.

Similar to the United States, the various phases of preclinical and clinical research in the European Union are subject to significant regulatory controls. Although the EU Clinical Trials Directive 2001/20/EC has sought to harmonize the EU clinical trials regulatory framework, setting out common rules for the control and authorization of clinical trials in the EU, the EU Member States have transposed and applied the provisions of the Directive differently. This has led to significant variations in the member state regimes. Under the current regime, before a clinical trial can be initiated it must be approved in each of the EU countries where the trial is to be conducted by two distinct bodies: the National Competent Authority, or NCA, and one or more Ethics Committees, or ECs. Under the current regime all suspected unexpected serious adverse reactions to the investigated drug that occur during the clinical trial have to be reported to the NCA and ECs of the Member State where they occurred.

The EU clinical trials legislation currently is undergoing a transition process mainly aimed at harmonizing and streamlining clinical trial authorization, simplifying adverse event reporting procedures, improving the supervision of clinical trials and increasing their transparency. Recently enacted Clinical Trials Regulation EU No 536/2014 ensures that the rules for conducting clinical trials in the EU will be identical.

European Union drug marketing

Much like the Anti-Kickback Statute prohibition in the United States, the provision of benefits or advantages to physicians to induce or encourage the prescription, recommendation, endorsement, purchase, supply, order or use of

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medicinal products is also prohibited in the EU. The provision of benefits or advantages to physicians is governed by the national anti-bribery laws of European Union Member States, such as the U.K. Bribery Act 2010. Infringement of these laws could result in substantial fines and imprisonment.

Payments made to physicians in certain EU Member States must be publicly disclosed. Moreover, agreements with physicians often must be the subject of prior notification and approval by the physician’s employer, his or her competent professional organization and/or the regulatory authorities of the individual EU Member States. These requirements are provided in the national laws, industry codes or professional codes of conduct, applicable in the EU Member States. Failure to comply with these requirements could result in reputational risk, public reprimands, administrative penalties, fines or imprisonment.

European Union drug review and approval

In the European Economic Area, or EEA, which comprises the 28 Member States of the EU and Iceland, Liechtenstein, Norway, and medicinal products can only be commercialized after obtaining a Marketing Authorization, or MA. There are two types of marketing authorizations.

The Community MA is issued by the European Commission through the Centralized Procedure, based on the opinion of the Committee for Medicinal Products for Human Use, or CHMP, of the European Medicines Agency, or EMA, and is valid throughout the entire territory of the EEA. The Centralized Procedure is mandatory for certain types of products, such as biotechnology medicinal products, orphan medicinal products, advanced therapy medicines such as gene therapy, somatic cell therapy or tissue engineered medicines and medicinal products containing a new active substance indicated for the treatment of HIV, AIDS, cancer, neurodegenerative disorders, diabetes, autoimmune and other immune dysfunctions and viral diseases. The Centralized Procedure is optional for products containing a new active substance not yet authorized in the EEA, or for products that constitute a significant therapeutic, scientific or technical innovation or which are in the interest of public health in the EU.

National MAs, which are issued by the competent authorities of the Member States of the EEA and only cover their respective territory, are available for products not falling within the mandatory scope of the Centralized Procedure.

Where a product has already been authorized for marketing in a Member State of the EEA, this National MA can be recognized in another Member States through the Mutual Recognition Procedure. If the product has not received a National MA in any Member State at the time of application, it can be approved simultaneously in various Member States through the Decentralized Procedure. Under the Decentralized Procedure an identical dossier is submitted to the competent authorities of each of the Member States in which the MA is sought, one of which is selected by the applicant as the Reference Member State, or RMS. The competent authority of the RMS prepares a draft assessment report, a draft summary of the product characteristics, or SPC, and a draft of the labeling and package leaflet, which are sent to the other Member States (referred to as the Member States Concerned) for their approval. If the Member States Concerned raise no objections, based on a potential serious risk to public health, to the assessment, SPC, labeling, or packaging proposed by the RMS, the product is subsequently granted a national MA in all the Member States (i.e., in the RMS and the Member States Concerned).

Under the above described procedures, before granting the MA, the EMA or the competent authorities of the Member States of the EEA make an assessment of the risk benefit balance of the product on the basis of scientific criteria concerning its quality, safety and efficacy.

European union orphan designation and exclusivity

In the EU, the EMA’s Committee for Orphan Medicinal Products grants orphan drug designation to promote the development of products that are intended for the diagnosis, prevention or treatment of life threatening or chronically debilitating conditions affecting not more than five in 10,000 persons in the EU community (or where it is unlikely that the development of the medicine would generate sufficient return to justify the investment) and for which no satisfactory method of diagnosis, prevention or treatment has been authorized (or, if a method exists, the product would be a significant benefit to those affected).

In the EU, orphan drug designation entitles a party to financial incentives such as reduction of fees or fee waivers and 10 years of market exclusivity is granted following medicinal product approval. This period may be reduced to six years if the orphan drug designation criteria are no longer met, including where it is shown that the product is

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sufficiently profitable not to justify maintenance of market exclusivity. Orphan drug designation must be requested before submitting an application for marketing approval. Orphan drug designation does not convey any advantage in, or shorten the duration of, the regulatory review and approval process.

European data collection

The collection and use of personal health data in the European Union is governed by the provisions of the Data Protection Directive, and as of May 2018 the General Data Protection Regulation, or GDPR. This directive imposes several requirements relating to the consent of the individuals to whom the personal data relates, the information provided to the individuals, notification of data processing obligations to the competent national data protection authorities and the security and confidentiality of the personal data. The Data Protection Directive and GDPR also impose strict rules on the transfer of personal data out of the EU to the United States. Failure to comply with the requirements of the Data Protection Directive, the GDPR, and the related national data protection laws of the EU Member States may result in fines and other administrative penalties. The GDPR introduces new data protection requirements in the EU and substantial fines for breaches of the data protection rules. The GDPR regulations may impose additional responsibility and liability in relation to personal data that we process and we may be required to put in place additional mechanisms ensuring compliance with the new data protection rules. This may be onerous and adversely affect our business, financial condition, results of operations and prospects.

Rest of the world regulation

For other countries outside of the EU and the United States, such as countries in Eastern Europe, Latin America or Asia, the requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary from country to country. Additionally, the clinical trials must be conducted in accordance with GCP requirements and the applicable regulatory requirements and the ethical principles that have their origin in the Declaration of Helsinki.

If we fail to comply with other regulatory requirements, we may be subject to, among other things, fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions and criminal prosecution.

Employees

As of April 25, 2019, we had 82 full-time employees, 33 of our employees have Ph.D. or M.D. degrees and 64 of our employees are engaged in research and development activities. None of our employees are represented by labor unions or covered by collective bargaining agreements. We consider our relationship with our employees to be good.

Facilities

We lease a facility containing 19,823 square feet of laboratory and office space, which is located at 500 Technology Square, 9^th Floor, Cambridge, Massachusetts 02139. The lease expires in 2021, subject to one option to extend the lease for an additional 5 years.

In addition, we lease a facility containing 18,707 square feet of clinical manufacturing, laboratory and office space, which is located at 4 Hartwell Place, Lexington, Massachusetts 02421. The lease expires in 2029, subject to two options to extend the lease, each for an additional 5 years.

We also lease a facility containing 68,258 square feet of office and laboratory space which is located at 35 CambridgePark Drive, Cambridge, Massachusetts 02140. The lease expires in 2029, subject to one option to extend the lease for 10 years.

Legal proceedings

We are not currently a party to any material legal proceedings.

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MANAGEMENT

The following table sets forth the name, age and position of each of our executive officers and directors, as of April 25, 2019:

NAME	AGE		POSITION
Executive officers
Douglas E. Williams, Ph.D.		61	President, Chief Executive Officer, Director
Linda C. Bain		48	Chief Financial Officer
Richard Brudnick		62	Chief Business Officer
Andrea DiFabio		50	Chief Legal Officer
Konstantin Konstantinov, Ph.D.		61	Executive Vice President of Manufacturing
Non-employee directors
Steven Gillis, Ph.D.		66	Chairman of the Board
Karen Bernstein, Ph.D.		66	Director
Charles L. Cooney, Ph.D.		74	Director
Avak Kahvejian, Ph.D.		43	Director
Eric S. Lander, Ph.D.		61	Director
Briggs W. Morrison, M.D.		60	Director
Jonathan Poole		44	Director

Executive officers

Douglas E. Williams, Ph.D. has served as our President, Chief Executive Officer and a member of our board of directors since August 2015. Dr. Williams has served on the board of directors of Ironwood Pharmaceuticals Inc. since June 2014, and Ovid Therapeutics Inc. since January 2016. In addition, he served on the board of Regulus Therapeutics Inc. from November 2012 to June 2017. From January 2011 to July 2015, Dr. Williams served as Executive Vice President, Research and Development at Biogen Inc., or Biogen, a global biotechnology company. Before joining Biogen, Dr. Williams held several senior executive positions at ZymoGenetics Inc., a biopharmaceutical company, including Chief Executive Officer and member of the board of directors from January 2009 to October 2010, President and Chief Scientific Officer from July 2007 to January 2009 and Executive Vice President, Research and Development from 2004 to July 2007. Dr. Williams received a B.S. in Biological Sciences from the University of Massachusetts Lowell and a Ph.D. in Physiology from the State University of New York at Buffalo, Roswell Park Memorial Institute Division. We believe that Dr. Williams’ extensive experience serving in executive roles in the biotechnology industry and leading the development of numerous therapeutics qualify him to serve on our board of directors.

Linda C. Bain has served as our Chief Financial Officer since December 2015. Prior to joining our company, Ms. Bain served as Chief Financial Officer of Avalanche Biotechnologies, Inc., a gene therapy company, from April 2014 to November 2015, and as Vice President of Finance and Business Operations at bluebird bio, Inc., a gene therapy biotechnology company, from October 2011 to March 2014, and as the Principal Accounting Officer from June 2013 to March 2014. Ms. Bain has served on the board of directors of Autolus Therapeutics plc since June 2018. From September 2008 to September 2011, Ms. Bain served as vice president of finance at Genzyme Corporation. From September 2007 to September 2008, she served as vice president at Fidelity Investments Inc., and from May 2000 to September 2007, she held a number of positions at AstraZeneca plc. Ms. Bain received a B.S. in Accounting and Business Administration and an Honors Degree in Accounting and Business Administration from the University of the Free State in South Africa.

Richard Brudnick has served as our Chief Business Officer since August 2018. Mr. Brudnick also intends to serve on the board of directors of InflaRx N.V. beginning in May 2019. Prior to joining our company, Mr. Brudnick served as the Executive Vice President, Business Development of Bioverativ Inc., or Bioverativ, commencing in June 2016. Prior to that, Mr. Brudnick served as Biogen’s Senior Vice President of Corporate Development since 2014. Mr. Brudnick joined Biogen in 2001 and held senior positions in the areas of Portfolio Strategy & Business

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Development and Corporate Development. Before joining Biogen, Mr. Brudnick was the Chief Executive Officer of a regional pharmaceutical distribution business, a co-founder of two companies and a strategy consultant at Bain & Company. Mr. Brudnick received a B.S. and M.S. in Management Science from the Massachusetts Institute of Technology, or MIT.

Andrea DiFabio has served as our Chief Legal Officer since February 2019. Prior to joining our company, Ms. DiFabio serviced as Executive Vice President and Chief Legal Officer & Corporate Secretary at Bioverativ Inc. from June 2016 through June 2018. Ms. DiFabio joined Biogen in 2006 and held various positions including serving as Chief US Counsel, Interim Compliance Officer and Senior Vice President, Chief Research and Business Development Counsel where she continued to serve before assuming the role with Bioverativ, initially a subsidiary of Biogen. Ms. DiFabio received a B.A. from Boston University and a J.D. from Northeastern University School of Law.

Konstantin Konstantinov, Ph.D. joined our company in January 2016 and has served as our Executive Vice President of Manufacturing since January 2019. Prior to joining our company, Dr. Konstantinov served as Vice President, Late Stage Development of Sanofi Genzyme since February 2007 and in various positions at Bayer HealthCare Pharmaceuticals LLC, including Head of Process Sciences, from 1993-2007. Dr. Konstantinov received his B.S and M.S. from the Technical University of Sofia, a Ph.D. in Biochemical Engineering from Osaka University in Japan and a post-doctoral assignment from DuPont and the University of Delaware.

Non-employee directors

Steven Gillis, Ph.D. has served as a member of our board of directors since November 2015. Since 2005, Dr. Gillis has been a Managing Director of ARCH Venture Partners, or ARCH, a firm that provides early stage venture capital for technology firms. In 1994, Dr. Gillis founded Corixa Corporation, a biotechnology company involved in the development of immunotherapeutics, and served as its Chief Executive Officer until its acquisition in 2005 by GlaxoSmithKline plc. From 1981 until his departure in 1994, Dr. Gillis served as Immunex Corporation’s, or Immunex’s, Director of Research and Development and Chief Scientific Officer, as well as Chief Executive Officer of Immunex’s Research and Development subsidiary. In addition to serving on the board of directors of Immunex until 1997, he has served on the board of directors of numerous public companies, including, at present, the board of directors of Homology Medicines, Inc., Pulmatrix, Inc., VBI Vaccines Inc. and Takeda Pharmaceutical Co Ltd. From 2011 to 2015 and 2012 to 2019, he served as a member of the board of directors of bluebird bio, Inc. and Shire plc, respectively. Dr. Gillis is an immunologist by training with over 300 peer-reviewed publications in the areas of molecular and tumor immunology. He is credited as being a pioneer in the field of cytokines and cytokine receptors, directing the development of multiple marketed products including Leukine, (GM-CSF), Prokine (IL-2) and Enbrel (soluble TNF receptor-Fc fusion protein) as well as the regulatory approval of Bexxar (radiolabeled anti-CD20) and the novel vaccine adjuvant, MPL. Dr. Gillis received a B.A. from Williams College and a Ph.D. from Dartmouth College. We believe that Dr. Gillis’ extensive achievements and experience, particularly as a founder, officer, director, and investor of numerous biopharmaceutical companies, qualify him to serve as a member of our board of directors.

Karen Bernstein, Ph.D. has served as a member of our board of directors since February 2019. Dr. Bernstein co-founded BioCentury Inc., or BioCentury, a provider of clinical, regulatory and finance news for the biotechnology and pharmaceutical industries, where she served as Editor-in-Chief from its inception in August 1992 to August 2015. From September 2015 to October 2016, she served on the board of directors of Vitae Pharmaceuticals, Inc., until its acquisition by Allergan Holdco US, Inc. Dr. Bernstein continues to serve as Chairman of the board of directors of BioCentury and has sat on the board of directors of Ovid Therapeutics Inc. since September 2015 and Achaogen Inc. since July 2017. Dr. Bernstein received a B.A. in Politics and History from Brandeis University and a Ph.D. in Political Science from Stanford University. We believe that Dr. Bernstein’s extensive knowledge of the life science industry qualifies her to serve on our board of directors.

Charles L. Cooney, Ph.D. has served as a member of our board of directors since July 2017. Since 2007, Dr. Cooney has been the Robert T. Haslam Professor of Chemical and Biochemical Engineering in the Department of Chemical Engineering at MIT and since 2015 has been Professor, Emeritus. Dr. Cooney was previously the founding Faculty Director of the Deshpande Center for Technological Innovation, a center for research and development at MIT, from 2002 to 2014. Dr. Cooney serves as a member of the boards of directors of Polypore International, Inc., GreenLight

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Biosciences, Inc., Biocon, Ltd. (India), Boyd Technologies, Inc., enEvolv, Inc., Levitronix LLC, Innovent Biologics, Inc., and LayerBio, Inc. He also served as a board member at Axcella Health, Inc. (formerly Pronutria Biosciences, Inc.) from February 2011 to June 2018. He received a B.S. in Chemical Engineering from the University of Pennsylvania and an M.S. and Ph.D. in Biochemical Engineering from MIT. We believe that Dr. Cooney’s extensive experience in the biotechnology field, both educational and business-oriented, qualify him to serve as a member of our board of directors.

Avak Kahvejian, Ph.D. has served as a member of our board of directors since December 2017. Since July 2011, he has served as a partner at Flagship Pioneering, which focuses on internal biotechnology innovation and venture creation. In April 2017, Dr. Kahvejian founded Cygnal Therapeutics, Inc., a biotechnology company and served as its founding President and Chief Executive Officer until January 2019. He now serves as the company’s Chief Innovation Officer. From January 2017 to December 2018, Dr. Kahvejian served as the Chief Innovation Officer of Rubius Therapeutics, Inc., a biotechnology company he co-founded in December 2014, and for which he previously served as founding President and Chief Executive Officer from December 2014 to January 2017. Dr. Kahvejian received a B.Sc. and Ph.D. in Biochemistry from McGill University. We believe that Dr. Kahvejian’s academic experience, his knowledge of the industry, and his experience as founder and Chief Executive Officer of several biotechnology companies pioneering advanced therapeutic platforms and cellular therapies qualify him to serve as a member of our board of directors.

Eric S. Lander, Ph.D. has served as a member of our board of directors since November 2015. He has also served on the board of Neon Therapeutics, Inc. since October 2015. Since 1990, Dr. Lander has served as a Professor and Associate Professor of Biology at MIT, and, since 2003, has served as a Professor of Systems Biology at Harvard Medical School. Dr. Lander has also served as the founding Director of the Eli and Edythe L. Broad Institute, a biomedical research institute formed by MIT and Harvard University. In 2001, Dr. Lander co-founded Infinity Discovery, Inc., a pharmaceutical company, and has served as a member of the board of directors from 2001 to 2016. Previously, from 2008 to 2016, he was co-chair of the United States President’s Council of Advisors on Science and Technology, a council of the nation’s leading scientists and engineers charged with providing direct advice to the President on matters of science and technology. Dr. Lander received a B.A. in Mathematics from Princeton University and a Ph.D. in Mathematics from Oxford University, which he attended as a Rhodes Scholar. We believe that Dr. Lander’s pioneering biomedical work, his scientific acumen, and expertise in the field of genomics and human genetic diseases qualify him to serve as a member of our board of directors.

Briggs W. Morrison, M.D. has served as a member of our board of directors since February 2018. He has served as the Chief Executive Officer and member of the board of directors of Syndax Pharmaceuticals, Inc. since June 2015 and July 2015, respectively. Since June 2015, Dr. Morrison has served as a managing director of MPM Capital L.P., a healthcare-focused venture capital firm. Previously, he served as Executive Vice President, Global Medicines Development and Chief Medical Officer at AstraZeneca plc from January 2012 to June 2015, and held a number of positions at Pfizer Inc., or Pfizer, from October 2007 to January 2012, including Head, Medical Affairs, Safety and Regulatory Affairs for Pfizer’s human health business. Dr. Morrison was chairman of the board of directors of TransCelerate BioPharma Inc., an industry-funded company charged with improving aspects of clinical trials, from 2014 to 2015 and currently serves on the boards of directors of Arvinas, Inc., ImmunoMet Therapeutics, Inc. and Oncorus, Inc. He received a B.S. in Biology from Georgetown University and an M.D. from the University of Connecticut. We believe that Dr. Morrison’s regulatory and investment experience and previous service leading various biotechnology companies qualify him to serve on our board of directors.

Jonathan Poole has served as a member of our board of directors since June 2018. Since March 2018, he has served as the Chief Financial Officer of Evelo Biosciences, Inc., a biotechnology company developing monoclonal microbials as a new class of oral biologic medicines. Previously, from April 2014 to March 2018, Mr. Poole was Chief Financial Officer of Genocea Biosciences, Inc., a biotechnology company developing neoantigen cancer vaccines. From December 2006 through June 2013, Mr. Poole held a number of senior roles in finance, strategic planning and portfolio management at Shire Human Genetic Therapies, Inc., Shire plc’s rare disease division, including Senior Vice President of Finance from February 2012 to June 2013, before serving as Shire plc’s Senior Vice President of Finance from June 2013 to March 2014. Mr. Poole received a B.Sc. in Biological Sciences from Durham University in the United Kingdom and an M.B.A. from London Business School. We believe that Mr. Poole’s

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industry experience and expertise, including serving in senior finance roles in the biotechnology industry, qualify him to serve on our board of directors.

Composition of our board of directors

Our board of directors consists of eight members, each of whom are members pursuant to the board composition provisions of our certificate of incorporation and agreements with our stockholders. These board composition provisions will terminate upon the completion of this offering. Upon the termination of these provisions, there will be no further contractual obligations regarding the election of our directors. Our nominating and corporate governance committee and our board of directors may therefore consider a broad range of factors relating to the qualifications and background of nominees. Our nominating and corporate governance committee’s and our board of directors’ priority in selecting board members is the identification of persons who will further the interests of our stockholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape, and professional and personal experiences and expertise relevant to our growth strategy. Our directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal. Our amended and restated certificate of incorporation that will become effective upon the closing of this offering and our amended and restated by-laws that will become effective on the date on which the registration statement of which this prospectus is part is declared effective by the SEC also provide that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of the votes that all our stockholders would be entitled to cast in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

Director independence

Our board of directors has determined that all members of the board of directors, except Dr. Williams, are independent directors, including for purposes of the rules of the Nasdaq Global Select Market and the Securities and Exchange Commission, or SEC. In making such independence determination, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. In considering the independence of the directors listed above, our board of directors considered the association of our directors with the holders of more than 5% of our common stock. Upon the completion of this offering, we expect that the composition and functioning of our board of directors and each of our committees will comply with all applicable requirements of the Nasdaq Global Select Market and the rules and regulations of the SEC. There are no family relationships among any of our directors or executive officers. Dr. Williams is not an independent director under these rules because he is an executive officer of our company.

Staggered board

In accordance with the terms of our amended and restated certificate of incorporation that will become effective upon the closing of this offering and our amended and restated by-laws that will become effective on the date on which the registration statement of which this prospectus is part is declared effective by the SEC, our board of directors will be divided into three staggered classes of directors and each will be assigned to one of the three classes. At each annual meeting of the stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the annual meeting of stockholders to be held during the years 2020 for Class I directors, 2021 for Class II directors and 2022 for Class III directors.

∎ Our Class I directors will be Douglas Williams, Avak Kahvejian and Steven Gillis;

∎ Our Class II directors will be Charles Cooney and Eric Lander; and

∎ Our Class III directors will be Briggs Morrison, Jonathan Poole and Karen Bernstein.

Our amended and restated certificate of incorporation that will become effective upon the closing of this offering and our amended and restated by-laws that will become effective on the date the registration statement of which this prospectus is part is declared effective by the SEC will provide that the number of directors shall be fixed from time to time by a resolution of the majority of our board of directors.

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The division of our board of directors into three classes with staggered three-year terms may delay or prevent stockholder efforts to effect a change of our management or a change in control.

Board leadership structure and board’s role in risk oversight

Steven Gillis, Ph.D. is our current chairman of the board and we plan to keep this role separated from the role of Chief Executive Officer following the completion of this offering. We believe that separating these positions allows our Chief Executive Officer to focus on setting the overall strategic direction of the company, expanding the organization to deliver on our strategy and overseeing our day-to-day business, while allowing a chairman of the board to lead the board of directors in its fundamental role of providing strategic advice. Our board of directors recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our chairman, particularly as the board of directors’ oversight responsibilities continue to grow. While our amended and restated by-laws and corporate governance guidelines do not require that our chairman and Chief Executive Officer positions be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our financial condition, development and commercialization activities, operations, strategic direction and intellectual property as more fully discussed in the section entitled “Risk factors” appearing elsewhere in this prospectus. Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The role of the board of directors in overseeing the management of our risks is conducted primarily through committees of the board of directors, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees. The full board of directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on us, and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairman of the relevant committee reports on the discussion to the full board of directors during the committee reports portion of the next board meeting. This enables the board of directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Committees of our board of directors

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which will operate pursuant to a charter adopted by our board of directors and will be effective upon the effectiveness of the registration statement of which this prospectus is a part. Upon the effectiveness of the registration statement of which this prospectus is a part, the composition and functioning of all of our committees will comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, Nasdaq and SEC rules and regulations. Our board of directors may from time to time establish other committees.

Audit committee

Jonathan Poole, Charles Cooney and Briggs Morrison will serve on the audit committee, which will be chaired by Jonathan Poole. Our board of directors has determined that each member is “independent” for audit committee purposes as that term is defined in the rules of the SEC and the applicable Nasdaq rules, and each has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our board of directors has designated Jonathan Poole as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The audit committee’s responsibilities include:

∎ appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

∎ pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

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∎ reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;

∎ reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

∎ coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;

∎ establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

∎ recommending based upon the audit committee’s review and discussions with management and our independent registered public accounting firm whether our audited financial statements shall be included in our Annual Report on Form 10-K;

∎ monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

∎ preparing the audit committee report required by SEC rules to be included in our annual proxy statement;

∎ reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and

∎ reviewing quarterly earnings releases.

Compensation committee

Steven Gillis, Karen Bernstein and Briggs Morrison will serve on the compensation committee, which will be chaired by Steven Gillis. Our board of directors has determined that each member of the compensation committee is “independent” as defined in the applicable Nasdaq rules. The compensation committee’s responsibilities include:

∎ annually reviewing and recommending to the board of directors the corporate goals and objectives relevant to the compensation of our executive officers;

∎ evaluating the performance of our executive officers in light of such corporate goals and objectives and based on such evaluation: (i) determining cash compensation of our principal executive officer; and (ii) reviewing and approving grants and awards to our principal executive officer under equity-based plans;

∎ reviewing and approving or recommending to the board of directors (i) the cash compensation of our other executive officers and (ii) grants and awards to our other executive officers under equity-based plans;

∎ reviewing and establishing our overall management compensation, philosophy and policy;

∎ overseeing and administering our compensation and similar plans, including approving grants and awards to our employees and service providers under equity-based plans;

∎ evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules;

∎ reviewing and approving our policies and procedures for the grant of equity-based awards;

∎ reviewing and recommending to the board of directors the compensation of our directors;

∎ preparing the compensation committee report required by SEC rules, if and when required, to be included in our annual proxy statement; and

∎ reviewing and approving the retention, termination or compensation of any consulting firm or outside advisor to assist in the evaluation of compensation matters.

Nominating and corporate governance committee

Charles Cooney, Avak Kahvejian and Eric Lander will serve on the nominating and corporate governance committee, which will be chaired by Avak Kahvejian. Our board of directors has determined that each member of the nominating and corporate governance committee is “independent” as defined in the applicable Nasdaq rules. The nominating and corporate governance committee’s responsibilities include:

∎ developing and recommending to the board of directors criteria for board and committee membership;

∎ establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders;

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∎ reviewing the composition of the board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us;

∎ identifying individuals qualified to become members of the board of directors;

∎ recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees;

∎ developing and recommending to the board of directors a code of business conduct and ethics and a set of corporate governance guidelines; and

∎ overseeing the evaluation of our board of directors and management.

Compensation committee interlocks and insider participation

None of the members of our compensation committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Corporate governance

We have adopted a written code of business conduct and ethics, effective upon the effectiveness of the registration statement of which this prospectus is a part, that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Following the effectiveness of the registration statement of which this prospectus is a part, a current copy of the code will be posted on the investor relations section of our website, which is located at http://www.codiakbio.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

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EXECUTIVE COMPENSATION

Executive compensation overview

Historically, our executive compensation program has reflected our growth and development-oriented corporate culture. To date, the compensation of our chairman and our other executive officers identified in the 2018 Summary compensation table below, who we refer to as the named executive officers, has consisted of a combination of base salary, bonuses and long-term incentive compensation in the form of restricted stock awards and stock options. Our named executive officers who are full-time employees, like all other full-time employees, are eligible to participate in our health and welfare benefit plans. As we transition from a private company to a publicly traded company, we will evaluate our compensation values and philosophy and compensation plans and arrangements as circumstances require. At a minimum, we expect to review executive compensation annually with input from a compensation consultant. As part of this review process, we expect the board of directors and the compensation committee to apply our values and philosophy, while considering the compensation levels needed to ensure our executive compensation program remains competitive. We will also review whether we are meeting our retention objectives and the potential cost of replacing a key employee.

2018 summary compensation table

The following table presents information regarding the total compensation awarded to, earned by, and paid to our named executive officers for services rendered to us in all capacities for the years indicated.

NAME AND PRINCIPAL POSITION	YEAR		SALARY($) (1)		BONUS($) (2)		OPTION AWARDS($) (3)		NON-EQUITY INCENTIVE PLAN COMPENSATION (4)		TOTAL($)
Douglas E. Williams, Ph.D., Chief Executive Officer		2018		540,012		100,000		1,224,576		243,005		2,107,593
Linda Bain Chief Financial Officer		2018		339,625		—		286,351		106,982		732,958
Richard Brudnick, Chief Business Officer		2018		230,769		—		1,269,201		72,838		1,572,808

⁽¹⁾  Payment of Mr. Brudnick’s annual base salary of $400,000 has been pro-rated based on the date that he commenced employment with the Company.

⁽²⁾  Represents a guaranteed supplemental bonus of $100,000 to Dr. Williams for performance during 2018.

⁽³⁾ Amounts reflect the grant-date fair value of option awards granted in 2018 in accordance with ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see the “Stock-based compensation” notes to our consolidated financial statements. These amounts do not correspond to the actual value that may be recognized by the executives upon vesting.

⁽⁴⁾  Amounts reported reflect bonuses paid based upon the achievement of company and individual performance objectives for the year ended December 31, 2018.

Narrative disclosure to summary compensation table

Base Salary. Each named executive officer’s base salary is a fixed component of annual compensation for performing specific duties and functions, and has been established by our board of directors taking into account each individual’s role, responsibilities, skills, and expertise. For the calendar year 2018, we provided annual base salaries of $540,012 to Dr. Williams, $339,625 to Ms. Bain, and $400,000 to Mr. Brudnick. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. For additional information regarding the employment agreements with our named executive officers, see subsection entitled “Employment and consulting arrangements with our named executive officers.”

Cash Incentive Compensation. As described below under the subsection entitled “Employment and consulting arrangements with our named executive officers, ” Dr. Williams is eligible to receive a $100,000 annual bonus if he remains employed with the Company through the end of each applicable calendar year and has an annual base salary of less than $700,000. For 2018, the Company provided our named executive officers with annual

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performance bonuses intended to reward our named executive officers for meeting individual and corporate performance goals for the calendar year. For 2018, the target bonus for Dr. Williams was 50 percent of his base salary, the target bonus for Ms. Bain was 30 percent of her base salary, and the target bonus for Mr. Brudnick was 35 percent of his base salary.

Long-Term Equity Incentives. Our equity grant program is intended to align the interests of our named executive officers with those of our stockholders and to motivate them to make important contributions to our performance. Generally, all stock option awards vest based on certain time-based or performance-based metrics. Time-based vesting is generally satisfied over four years, with 25% of such option award vesting upon the first anniversary of a vesting commencement date, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to the executive officer’s continuing service relationship. Performance-based vesting is generally satisfied upon the achievement of certain Company performance metrics, which have been established by our board of directors after taking into account each individual’s role and responsibilities.

Employment and consulting arrangements with our named executive officers

We have entered into employment offer letters with each of our named executive officers, which provide for “at will” employment and the compensation and benefits described below.

Douglas E. Williams, Ph.D. Dr. Williams’ employment offer letter provides him with an annual base salary, which is subject to review and adjustment by our board of directors, and eligibility to receive an annual cash incentive bonus, based upon company and individual performance. Pursuant to Dr. Williams’ employment offer letter, Dr. Williams is eligible to receive a $100,000 annual bonus if he remains employed with the Company through the end of each applicable calendar year and has an annual base salary of less than $700,000. Dr. Williams is also eligible to receive 4 weeks’ vacation and to participate in the employee benefit plans available to our employees, subject to the terms of those plans.

Pursuant to Dr. Williams’ employment offer letter with the Company, in the event that Dr. Williams’ employment is terminated by us without “cause” or Dr. Williams resigns for “good reason” (as each term is defined in his employment offer letter), subject to (a) the execution and effectiveness of a general release of claims in our favor, (b) his continued compliance with the employment offer letter (including a one year non-competition period following the termination of his employment), and (c) Dr. Williams’ not being employed in a full-time capacity by another company, Dr. Williams is entitled to receive (i) an amount equivalent to 12 months of his base salary, payable in installments according to our normal payroll schedule, and (ii) 12 months of benefits continuation. Dr. Williams’ employment offer letter also provides that, in addition to the payments and benefits described above, in the event that Dr. Williams’ employment is terminated by us without cause or Dr. Williams resigns for good reason, in either case within the 90 days prior to or the 12 months after the effective date of a “change in control” (as such term is defined in his employment offer letter), Dr. Williams is entitled to receive immediate acceleration of vesting of 100 percent of his then unvested stock options contemplated in his employment offer letter.

Linda Bain. Ms. Bain’s employment offer letter provides her with an annual base salary, which is subject to review and adjustment by us, and eligibility to receive an annual cash incentive bonus, based upon company and individual performance. Ms. Bain is also eligible to receive 4 weeks’ vacation and to participate in the employee benefit plans available to our employees, subject to the terms of those plans for employees of similar rank and tenure.

Pursuant to Ms. Bain’s employment offer letter with the Company, in the event that Ms. Bain’s employment is terminated by us without “cause” or Ms. Bain resigns for “good reason” (as each term is defined in her employment offer letter), subject to (a) the execution and effectiveness of a general release of claims in our favor, (b) her continued compliance with the employment offer letter, and (c) Ms. Bain not being employed in a full-time capacity by another company, Ms. Bain is entitled to receive (i) an amount equal to the sum of (a) 6 months of her base salary plus an additional month of base salary for each full year of service to the Company (capped at 12 months of base salary), and (b) her annual bonus, pro-rated for the portion of the applicable bonus period which she was employed, payable in installments according our normal payroll schedule, (ii) 6 months of benefits continuation, and (iii) extended period within which to exercise her stock options. Ms. Bain’s employment offer letter also provides that, in addition to the payments and benefits described above, in the event that Ms. Bain’s employment is

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terminated by us without cause or Ms. Bain resigns for good reason, in either case within the 90 days prior to or the 12 months after the effective date of a change in control, Ms. Bain is entitled to receive immediate acceleration of vesting of 100 percent of her then unvested stock option granted February 19, 2016.

Richard Brudnick. Mr. Brudnick’s employment offer letter provides him with an annual base salary, which is subject to review and adjustment by us, and eligibility for an annual cash incentive bonus, based upon company and individual performance. Mr. Brudnick is also eligible to receive 4 weeks’ vacation and to participate in the employee benefit plans available to our employees, subject to the terms of those plans for employees of similar rank and tenure.

Pursuant to Mr. Brudnick’s employment offer letter with the Company, in the event of a “change in control” (as such term is defined in his employment offer letter), Mr. Brudnick is entitled to receive immediate acceleration of vesting of 50 percent of the then-unvested portion of each of his stock options granted June 28, 2018.

Pursuant to Mr. Brudnick’s employment offer letter with the Company, in the event that Mr. Brudnick’s employment is terminated by us without “cause” or Mr. Brudnick resigns for “good reason” (as each term is defined in his employment offer letter), subject to his execution and effectiveness of a separation agreement, including a general release of claims in our favor, and his continued compliance with his Proprietary Information and Assignment Agreement, Mr. Brudnick is entitled to receive (i) an amount equal to the sum of (a) six months of his base salary plus an additional month of base salary for each full year of service to the Company (capped at 12 months of base salary), and (b) his annual bonus, pro-rated for the portion of the applicable bonus period which he was employed, payable in installments according our normal payroll schedule, and (ii) if Mr. Brudnick elects, six months continuation of group health plan benefits to the extent allowed by COBRA, with the cost of such benefits shared in the same relative proportion by the Company and Mr. Brudnick as in effect on his termination date. Mr. Brudnick’s employment offer letter also provides that, in addition to the payments and benefits described above, in the event that Mr. Brudnick’s employment is terminated by us without cause or Mr. Brudnick resigns for good reason, in either case within the 90 days prior to or the 12 months after the effective date of a change in control, Mr. Brudnick is entitled to receive immediate acceleration of vesting of 100 percent of his then unvested time-based stock option granted June 28, 2018.

Additionally, we have entered into Proprietary Information and Assignment Agreements with each of our named executive officers, which contains standard confidentiality, assignment of intellectual property work product and 12 month non-competition, non-solicitation of customers, and non-solicitation of employees covenants.

In connection with this offering, we intend to enter into amended and restated employment agreements with our named executive officers that will become effective upon the closing of this offering.

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Outstanding equity awards at 2018 fiscal year-end

The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2018. All equity awards set forth in the table below were granted under our 2015 Plan.

OPTION AWARDS
	GRANT DATE			NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS(#)				EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS(#)		OPTION EXERCISE PRICE($)		OPTION EXPIRATION DATE
NAME				EXERCISABLE		UNEXERCISABLE
Douglas E. Williams, Ph.D.		2/19/2016	(1)		3,653,833		—			$	0.42		2/18/2026
Chief Executive Officer		2/19/2016	(2)						1,222,000	$	0.42		2/18/2026
		2/1/2018	(3)		—		1,462,750			$	1.30		12/31/2027
Linda Bain		2/19/2016	(4)		803,843		—			$	0.42		2/18/2026
Chief Financial Officer		2/19/2016	(5)		154,000		—			$	0.42		2/18/2026
		2/1/2018	(6)		—		342,157			$	1.30		12/31/2027
Richard Brudnick		6/28/2018	(7)		1,200,000		—			$	1.30		6/27/2028
Chief Business Officer		6/28/2018	(8)		350,000		—			$	1.30		6/27/2028

⁽¹⁾ Dr. Williams’s stock option for 3,653,833 shares granted on February 19, 2016 was fully exercisable upon grant and vests over four years, with 25 percent of the shares vesting on August 15, 2016, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to Dr. Williams’s continuous service with us. As described above in the section titled “Employment and consulting arrangements with our named executive officers,” the vesting of this stock option will be fully accelerated upon a qualifying termination of Dr. William’s employment in connection with a change in control.

⁽²⁾ Dr. Williams’s stock option for 1,222,000 shares granted on February 19, 2016 was fully exercisable upon grant and vests upon the achievement of Company performance criteria, with 50 percent of the shares vesting if the Company’s initial investors achieve a “return” (as defined in Dr. Williams’s employment offer letter) equal to four times the amount invested by such Company initial investors within four years of August 15, 2015, and 50 percent of the shares vesting if the Company’s initial investors achieve a return equal to eight times the amount invested by such Company initial investors within four years of August 15, 2015. As described above in the section titled “Employment and consulting arrangements with our named executive officers,” the vesting of this stock option will be fully accelerated upon a qualifying termination of Dr. William’s employment in connection with a change in control.

⁽³⁾ Dr. Williams’s stock option granted February 1, 2018 vests and becomes exercisable over four years, with 25 percent of the shares vesting on January 1, 2019, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to Dr. Williams’s continuous service with us. In the event of a “change in control” (as defined in our 2015 Plan), this stock option will be accelerated and become fully vested and exercisable, effective immediately prior to such change in control.

⁽⁴⁾ Ms. Bain’s stock option for 803,843 shares granted February 19, 2016 was fully exercisable upon grant and vests over four years, with 25 percent of the shares vesting on December 1, 2016, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to Ms. Bain’s continuous service with us. As described above in the section titled “Employment and consulting arrangements with our named executive officers,” the vesting of this stock option will be 50 percent accelerated upon a change in control, and fully accelerated upon a qualifying termination of Ms. Bain’s employment in connection with a change in control.

⁽⁵⁾  Ms. Bain’s stock option for 154,000 shares granted on February 19, 2016 was fully exercisable upon grant and vested based on achievement of certain performance criteria, which the Board determined had been achieved in December 2017.

⁽⁶⁾  Ms. Bain’s stock option granted February 1, 2018 vests and becomes exercisable over four years, with 25 percent of the shares vesting on January 1, 2019, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to Ms. Bain’s continuous service with us. In the event of a “change in control” (as defined in our 2015 Plan), this stock option will be accelerated and become fully vested and exercisable, effective immediately prior to such change in control.

⁽⁷⁾ Mr. Brudnick’s stock option for 1,200,000 shares granted on June 28, 2018 was fully exercisable upon grant and vests over four years, with 25 percent of the shares vesting on June 4, 2019, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to Mr. Brudnick’s continuous service with us. As described above in the section titled “Employment and consulting arrangements with our named executive officers,” the vesting of this stock option will be fully accelerated upon a qualifying termination of Mr. Brudnick’s employment in connection with a change in control.

⁽⁸⁾ Mr. Brudnick’s stock option for 350,000 shares granted on June 28, 2018 was fully exercisable upon grant and vested on December 14, 2018 based on Mr. Brudnick’s satisfaction of business development criteria requiring the signing of one or more platform business development deals originated by Mr. Brudnick prior to December 31, 2018 that provide our Company with guaranteed funding of more than $40 million.

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Employee benefit and equity compensation plans

2019 Stock Option and Incentive Plan

Our 2019 Stock Option and Incentive Plan, or our 2019 Plan, was adopted by our board of directors in            2019, approved by our stockholders in             2019 and will become effective on the date immediately prior to the date on which the registration statement of which this prospectus is part is declared effective by the SEC. Our 2019 Plan will replace our 2015 Stock Option and Grant Plan, or our 2015 Plan, as our board of directors has determined not to make additional awards under that plan following the effective date of our 2019 Plan. Our 2019 Plan allows the compensation committee to make equity-based incentive awards to our officers, employees, directors and consultants.

We have initially reserved            shares of our common stock for the issuance of awards under our 2019 Plan, plus an annual increase on the first day of each calendar year beginning on January 1, 2020 and ending on and including January 1, 2029, equal to the lesser of 5% of the number of shares of common stock outstanding on the final day of the immediately preceding calendar year or such lesser number of shares determined by the compensation committee, or the Overall Share Limit. The Overall Share Limit is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.

The shares we issue under our 2019 Plan will be authorized but unissued shares or shares that we reacquire. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated (other than by exercise) under our 2019 Plan and our 2015 Plan will be added back to the shares of common stock available for issuance under our 2019 Plan.

The maximum number of shares that may be issued as incentive stock options may not exceed              shares. The grant date fair value of all awards made under our 2019 Plan and all other cash compensation paid by us to any non-employee director in any calendar year shall not exceed $500,000 or $750,000 during the first year of appointment.

Our 2019 Plan will be administered by our compensation committee. Our compensation committee has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of our 2019 Plan. Persons eligible to participate in our 2019 Plan will be those employees, non-employee directors, and consultants as selected from time to time by our compensation committee in its discretion.

Our 2019 Plan permits the granting of both options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code and options that do not so qualify. The option exercise price of each option will be determined by our compensation committee but may not be less than 100% of the fair market value of our common stock on the date of grant. The term of each option will be fixed by our compensation committee and may not exceed ten years from the date of grant. Our compensation committee will determine at what time or times each option may be exercised.

Our compensation committee may award stock appreciation rights subject to such conditions and restrictions as it may determine. Stock appreciation rights entitle the recipient to cash or shares of common stock equal to the value of the appreciation in our stock price over the exercise price. The exercise price may not be less than 100% of the fair market value of our common stock on the date of grant. The term of each stock appreciation right will be fixed by our compensation committee and may not exceed ten years from the date of grant. Our compensation committee will determine at what time or times each stock appreciation right may be exercised.

Our compensation committee may award restricted shares of common stock and restricted stock units to participants subject to such conditions and restrictions as it may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with us through a specified vesting period.

Our compensation committee may also grant shares of common stock that are free from any restrictions under our 2019 Plan. Unrestricted stock may be granted to participants in recognition of past services or for other valid

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consideration and may be issued in lieu of cash compensation due to such participant. Our compensation committee may grant cash bonuses under our 2019 Plan to participants, subject to the achievement of certain performance goals.

Our 2019 Plan provides that upon the effectiveness of a “sale event,” as defined in our 2019 Plan, an acquirer or successor entity may assume, continue or substitute outstanding awards under our 2019 Plan. To the extent that awards granted under our 2019 Plan are not assumed or continued or substituted by the successor entity, (i) all awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of the sale event, and all awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with a sale event in the compensation committee’s discretion or to the extent specified in the relevant award certificate and (ii) upon the effective time of the sale event, all outstanding awards granted under our 2019 Plan shall terminate. In the event of such termination, (i) individuals holding options and stock appreciation rights will be permitted to exercise such options and stock appreciation rights (to the extent exercisable) within a specified period of time prior to the sale event; or (ii) we may make or provide for a payment, in cash or in kind, to participants holding vested and exercisable options and stock appreciation rights equal to the difference between the per share consideration payable to stockholders in the sale event and the exercise price of the options or stock appreciation rights and we may make or provide for a payment, in cash or in kind, to participants holding other vested awards equal to the per share consideration payable to stockholders in the sale event.

Our board of directors may amend or discontinue our 2019 Plan and our compensation committee may amend or cancel outstanding awards for purposes of satisfying changes in law or any other lawful purpose, but no such action may adversely affect rights under an award without the holder’s consent. Certain amendments to our 2019 Plan require the approval of our stockholders.

No awards may be granted under our 2019 Plan after the date that is ten years from the effective date of our 2019 Plan and no awards of incentive stock options may be granted after the date that is ten years from the date it was adopted by our board of directors. No awards under our 2019 Plan have been made prior to the date hereof.

2015 stock option and grant plan

Our 2015 Plan was approved by our board of directors and our stockholders on November 12, 2015 and was most recently amended on February 11, 2019. Under our 2015 Plan, we have reserved for issuance an aggregate of 30,500,000 shares of our common stock, which number is subject to adjustment in the event of a stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event.

The shares we issue under our 2015 Plan are authorized but unissued shares or shares we reacquire. The shares of common stock underlying any awards that are forfeited, cancelled, reacquired by us prior to vesting, satisfied without the issuance of common stock or otherwise terminated (other than by exercise) under our 2015 Plan are currently added to the shares of common stock available for issuance under our 2015 Plan. Following this offering, such shares will be added to the shares available under our 2019 Plan.

Our compensation committee has acted as administrator of our 2015 Plan. The administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, and to determine the specific terms and conditions of each award, subject to the provisions of our 2015 Plan. Persons eligible to participate in our 2015 Plan are our full or part-time officers, employees, directors, consultants and other key persons as selected from time to time by the administrator in its discretion.

Our 2015 Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. The option exercise price of each option is determined by the administrator but may not be less than 100% of the fair market value of the common stock on the date of grant. The term of each option is fixed by the administrator and may not exceed ten years from the date of grant. The administrator determines at what time or times each option may be exercised. In addition, our 2015 Plan permits the granting of restricted shares of common stock, restricted stock units and unrestricted stock.

Our 2015 Plan provides that upon the occurrence of a “sale event,” as defined in our 2015 Plan, all outstanding stock options will terminate at the effective time of such sale event, unless the parties to the sale event agree that

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such awards will be assumed or continued by the successor entity. In the event of a termination of our 2015 Plan and all options issued thereunder in connection with a sale event, optionees will be provided an opportunity to exercise options that are then exercisable or will become exercisable as of the effective time of the sale event prior to the consummation of the sale event. In addition, we have the right to provide for cash payment to holders of options, in exchange for the cancellation thereof, in an amount equal to the difference between the value of the consideration payable per share of common stock in the sale event and the per share exercise price of such options, multiplied by the number of shares subject to such option to the extent then vested and exercisable. In the event of and subject to the consummation of a sale event, unvested restricted stock and restricted stock units (other than those becoming vested as a result of the sale event) will be forfeited immediately prior to the effective time of a sale event unless such awards are assumed or continued by the successor entity. In the event that shares of restricted stock are forfeited in connection with a sale event, such shares of restricted stock shall be repurchased at a price per share equal to the lower of the original per share purchase price and the fair market value of such shares. We have the right to provide for cash payment to holders of restricted stock or restricted stock units, in exchange for the cancellation thereof, in an amount per share equal to the value of the consideration payable per share of common stock in the sale event.

No awards may be granted under our 2015 Plan after the date that is ten years from the date our 2015 Plan was adopted by the board of directors. Our board of directors has determined not to make any further awards under our 2015 Plan following the completion of this offering.

2019 Employee Stock Purchase Plan

Our 2019 Employee Stock Purchase Plan, or our ESPP, was adopted by our board of directors in            2019, approved by our stockholders in            2019 and will become effective on the date immediately prior to the date on which the registration statement of which this prospectus is part is declared effective by the SEC. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code. Our ESPP initially reserves and authorizes the issuance of up to a total of            shares of common stock to participating employees. Our ESPP provides that the number of shares reserved and available for issuance will automatically increase on each January 1, beginning on January 1, 2021 and ending on January 1, 2030, by the lesser of (i)            shares of common stock, (ii)        % of the outstanding shares of common stock on the immediately preceding December 31 or (iii) such lesser number of shares as determined by the administrator of our ESPP. This number is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.

All employees whose customary employment is for more than 20 hours per week are eligible to participate in our ESPP. Any employee who owns five percent or more of the voting power or value of our shares of common stock is not eligible to purchase shares under our ESPP.

We may make one or more offerings each year to our employees to purchase shares under our ESPP. Except as the administrator otherwise determines, offerings will usually begin on each January 1 and July 1 and will continue for six-month periods, referred to as offering periods. Each eligible employee may elect to participate in any offering by submitting an enrollment form at least 15 days before the relevant offering date.

Each employee who is a participant in our ESPP may purchase shares by authorizing payroll deductions of up to 15% of his or her eligible compensation during an offering period. Unless the participating employee has previously withdrawn from the offering, his or her accumulated payroll deductions will be used to purchase shares of common stock on the last business day of the offering period at a price equal to 85% of the fair market value of the shares on the first business day or the last business day of the offering period, whichever is lower, provided that the administrator may, at the start of each offering, set a lesser maximum number of shares of common stock that may be purchased by any one employee during each offering period. In addition, under applicable tax rules, an employee may purchase no more than $25,000 worth of shares of common stock, valued at the start of the purchase period, under our ESPP in any calendar year.

The accumulated payroll deductions of any employee who is not a participant on the last day of an offering period will be refunded. An employee’s rights under our ESPP terminate upon voluntary withdrawal from the plan or when the employee ceases employment with us for any reason.

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Our ESPP may be terminated or amended by our board of directors at any time. An amendment that increases the number of shares of common stock authorized under our ESPP and certain other amendments require the approval of our stockholders.

Senior Executive Cash Incentive Bonus Plan

In             2019, our board of directors adopted the Senior Executive Cash Incentive Bonus Plan, or the Bonus Plan. Our Bonus Plan provides for bonus payments based upon the attainment of performance targets established by our compensation committee. The payment targets will be related to financial and operational measures or objectives with respect to our company, or the Corporate Performance Goals, as well as individual performance objectives.

Our compensation committee may select Corporate Performance Goals including, but not limited to the following: cash flow (including, but not limited to, operating cash flow and free cash flow); revenue; corporate revenue; earnings before interest, taxes, depreciation and amortization; net income (loss) (either before or after interest, taxes, depreciation and/or amortization); changes in the market price of our common stock; economic value-added; development, clinical, regulatory or commercial milestones; acquisitions or strategic transactions; operating income (loss); return on capital, assets, equity, or investment; stockholder returns; return on sales; gross or net profit levels; productivity; expense efficiency; margins; operating efficiency; customer satisfaction; working capital; earnings (loss) per share of our common stock; bookings, new bookings or renewals; sales or market shares; number of customers; number of new customers or customer references; operating income and/or net annual recurring revenue, any of which may be measured in absolute terms, as compared to any incremental increase, in terms of growth, as compared to results of a peer group, against the market as a whole, compared to applicable market indices and/or measured on a pre-tax or post-tax basis.

Each executive officer who is selected to participate in our Bonus Plan will have a target bonus opportunity set for each performance period. The bonus formulas will be adopted in each performance period by the compensation committee and communicated to each executive officer. The Corporate Performance Goals will be measured at the end of each performance period after our financial reports have been published. If the Corporate Performance Goals and individual performance objectives are met, payments will be made as soon as practicable following the end of each performance period. Subject to the rights contained in any agreement between the executive officer and us, an executive officer must be employed by us on the bonus payment date to be eligible to receive a bonus payment. Our Bonus Plan also permits the compensation committee to approve additional bonuses to executive officers in its sole discretion.

401(k) plan

We maintain a tax-qualified retirement plan that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. All participants’ interests in their contributions are 100% vested when contributed. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. The retirement plan is intended to qualify under Section 401(a) of the Code. We match 50% of employees’ contributions to the 401(k) Plan up to the first 6% of compensation deferred.

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DIRECTOR COMPENSATION

Director compensation

The following table presents the total compensation for each person who served as a non-employee member of our board of directors, and received compensation for such service during the year ended December 31, 2018, as described below. In addition, we reimburse non-employee members of our board of directors for reasonable travel expenses. Dr. Williams, our chief executive officer and a member of our board of directors, did not receive any compensation for his service as a member of our board of directors during 2018. Amounts paid to Dr. Williams for his service as an employee during 2018 is presented above in the “2018 Summary compensation table.”

NAME	FEES EARNED OR PAID IN CASH($) (1)		OPTION AWARDS($) (2)		TOTAL($)
Charles L. Cooney, Ph.D. (3)		32,000		75,342		107,342
Steven Gillis, Ph.D. (4)		40,000		75,342		115,342
Avak Kahvejian, Ph.D. (5)		32,000		263,518		295,518
Raghu Kalluri, M.D., Ph.D. (6)		32,000		75,342		107,342
Eric Lander, Ph.D. (7)		32,000		75,342		107,342
Briggs Morrison, M.D. (8)		32,000		187,898		219,898
Jonathan Poole (9)		16,000		187,223		203,223

⁽¹⁾  On July 20, 2017, we adopted a board compensation plan, pursuant to which each director would receive a $32,000 annual cash retainer (or $40,000, in the case of the chairman of our board of directors), payable quarterly in arrears, as well as an initial stock option award.

⁽²⁾  Amounts reflect the grant-date fair value of option awards granted in 2018 in accordance with ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see the “Stock-based compensation” notes to our consolidated financial statements. These amounts do not correspond to the actual value that may be recognized by the executives upon vesting.

⁽³⁾  As of December 31, 2018, Dr. Cooney held options to purchase 275,000 shares of our common stock and 57,812 shares subject to such options were vested as of such date.

⁽⁴⁾  As of December 31, 2018, Dr. Gillis held options to purchase 525,383 shares of our common stock and 299,325 shares subject to such options were vested as of such date.

⁽⁵⁾  As of December 31, 2018, Dr. Kahvejian held options to purchase 315,000 shares of our common stock and 56,250 shares subject to such options were vested as of such date.

⁽⁶⁾  Dr. Kalluri resigned from our board of directors on February 1, 2019. As of December 31, 2018, Dr. Kalluri held options to purchase 2,282,300 shares of our common stock and 1,507,206 shares subject to such options were vested as of such date.

⁽⁷⁾  As of December 31, 2018, Dr. Lander held options to purchase 240,000 shares of our common stock and 103,125 shares subject to such options were vested as of such date.

⁽⁸⁾  As of December 31, 2018, Dr. Morrison held options to purchase 225,000 shares of our common stock and 0 shares subject to such options were vested as of such date.

⁽⁹⁾  As of December 31, 2018, Mr. Poole held options to purchase 225,000 shares of our common stock and 0 shares subject to such options were vested as of such date.

Non-employee director compensation policy

In connection with this offering, we intend to adopt a new non-employee director compensation policy that will become effective as of the completion of this offering that will be designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Each director who is not an employee or officer will be paid compensation pursuant to the new policy from and after the completion of this offering.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than the compensation agreements and other arrangements described under “Executive compensation” and “Director compensation” in this prospectus and the transactions described below, since January 1, 2016, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, $120,000 and in which any director, executive officer, holder of five percent (5%) or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.

Sales of securities

Series A redeemable convertible preferred stock financing

In November 2015, we issued and sold to investors in a private placement an aggregate of 31,000,000 shares of our Series A redeemable convertible preferred stock at a purchase price of $1.00 per share, for aggregate consideration of $31.0 million.

Series B redeemable convertible preferred stock financing

In January 2016, we issued and sold to investors in a private placement an aggregate of 20,333,331 shares of our Series B redeemable convertible preferred stock at a purchase price of $3.00 per share, for aggregate consideration of $61.0 million.

Series C redeemable convertible preferred stock financing

In November 2017, we issued and sold to investors in a private placement an aggregate of 20,204,079 shares of our Series C redeemable convertible preferred stock at a purchase price of $3.7876 per share, for aggregate consideration of $76.5 million.

The following table sets forth the aggregate number of these securities acquired by our directors, executive officers and the listed holders of more than 5% or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest. Each share of our preferred stock identified in the following table will convert into one share of common stock in connection with this offering. Our director, Steven Gillis is affiliated with all entities affiliated with ARCH Venture Funds. Our director, Avak Kahvejian, Ph.D. is affiliated with all entities affiliated with Flagship Pioneering, Inc. Our former director, Noubar B, Afeyan, Ph.D., is a founder and Chief Executive Officer of Flagship Pioneering, Inc. Our former director, Raghu Kalluri, M.D., Ph.D. serves as Department Chair and Professor of the Department of Cancer Biology and the Director of the Metastasis Research Center at the University of Texas M.D. Anderson Cancer Center.

PARTICIPANT (1)	SERIES A		TOTAL SERIES A PURCHASE PRICE		SERIES B		TOTAL SERIES B PURCHASE PRICE		SERIES C		TOTAL SERIES C PURCHASE PRICE
5% Stockholders:
Entities affiliated with ARCH Venture Funds (2)		20,450,000	$	20,450,000		5,333,333	$	15,999,999		1,320,097	$	4,999,999
Entities affiliated with Flagship Pioneering Funds (3)		8,500,000	$	8,500,000		4,833,332	$	14,499,996		1,320,096	$	4,999,995
Entities affiliated with Fidelity (4)		2,000,000	$	2,000,000		6,500,000	$	19,500,000		5,280,388	$	19,999,997
Yukon Investors LLC		—		—		3,333,333	$	9,999,999		1,320,097	$	4,999,999
Q-Ventures Program II (Co-Invest Holdings) Ltd.		—				—				3,960,291	$	14,999,998
The Board of Regents of the University of Texas System, on behalf of The M.D. Anderson Cancer Center (5)		1,587,500	$	1,587,500		145,831	$	437,493		—
Directors and executive officers:
Douglas E. Williams, Ph.D. (6)		—		—		—		—		66,004	$	249,996

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PARTICIPANT (1)	SERIES A		SERIES B		SERIES C
Directors and executive officers:
Douglas E. Williams, Ph.D. (6)		—		—		66,004

⁽¹⁾  Additional details regarding these stockholders and their equity holdings are provided under the caption “Principal Stockholders.”

⁽²⁾  ARCH Venture Funds consists of ARCH Venture Fund VIII, L.P. and ARCH Venture Fund VIII Overage, L.P.

⁽³⁾  Flagship Pioneering Funds consists of Flagship VentureLabs V LLC, Flagship V VentureLabs Rx Fund, L.P. and Flagship Ventures Fund V, L.P.

⁽⁴⁾  Fidelity consists of Fidelity Select Portfolios: Biotechnology Portfolio, Fidelity Advisor Series VII: Fidelity Advisor Biotechnology Fund, Fidelity Growth Company Commingled Pool, Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund, and Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund.

⁽⁵⁾  Additional details regarding the equity holdings of The Board of Regents of the University of Texas System, on behalf of The M.D. Anderson Cancer Center, or MDACC, are provided under the caption “Relationship with MDACC.”

⁽⁶⁾  Dr. Williams serves on our board of directors and is our President and Chief Executive Officer.

Relationship with MDACC

In November 2015, we entered into a patent and technology license agreement with The Board of Regents of the University of Texas System, on behalf of MDACC, pursuant to which we obtained an exclusive worldwide, sublicensable license under patent rights comprising three patent families to research, develop, make and commercialize products and processes covered by such patent rights in all therapeutic, prophylactic, or diagnostic uses, or the MDACC License. At the same time we also entered into a sponsored research agreement with MDACC, or SRA. As consideration for the MDACC License, we issued 5,000,000 shares of our Class A common stock, one share of our Class F common stock and 1,500,000 shares of our Series A preferred stock to MDACC. The Class F common stock converted into 770,000 shares of Class A common stock upon the closing of our Series B preferred stock financing on January 21, 2016. In February 2016, MDACC transferred a portion of the 5,770,000 shares of our Class A common stock. The collective 4,760,250 shares of our Class A common stock still held by MDACC converted into 4,760,250 shares of our common stock on November 17, 2017, and MDACC currently holds 4,760,250 shares of our common stock. In April 2016, MDACC transferred a portion of the 1,500,000 shares of our Series A preferred stock and currently holds 1,387,000 shares of our Series A preferred stock. As partial consideration for the SRA, we were required to issue 200,000 shares of Series A preferred stock during the first year of operation and issue 41,666 shares of Series B preferred stock quarterly in the second and third years of operation. In February 2017, the SRA was amended to change the issued stock to 20,833 shares of Series B preferred stock quarterly in the second through fifth years of operation.

In addition, we paid MDACC an upfront payment and are required to pay annual SRA fees. We are obligated to pay to MDACC low single-digit royalties based on annual net sales by us, our affiliates and our sublicensees of licensed products and licensed services that are covered by a valid claim of the licensed patent rights at the time and in the country of sale. On a country-by-country basis, upon expiration of the last valid claim of the licensed patent rights covering such licensed product or licensed service in such country, our license has reduced royalty rates with respect to such country. Based on the progress we make in the advancement of products covered by the licensed patent rights, we are required to make aggregate milestone payments of up to $11.9 million upon the achievement of specified preclinical, clinical and regulatory milestones.

Agreements with stockholders

Amended and restated investors’ rights agreement

We are a party to an amended and restated investors’ rights agreement, dated as of November 17, 2017, with holders of our preferred stock, including our 5% stockholders and entities affiliated with our directors. The investors’ rights agreement provides these holders the right, following the completion of this offering, to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing. See “Description of capital stock—Registration rights” for additional information regarding these registration rights.

Amended and restated voting agreement

We are party to a second amended and restated voting agreement, dated as of November 17, 2017, with certain of our stockholders, pursuant to which the following directors were elected to serve as members on our board of directors and, as of the date of this prospectus, continue to so serve: Steven Gillis, Ph.D., Charles Cooney, Ph.D., Avak Kahvejian, Ph.D., Eric Lander, Ph.D., Briggs Morrison, M.D. and Douglas E. Williams, Ph.D.

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The voting agreement will terminate upon the closing of this offering, and members previously elected to our board of directors pursuant to this agreement will continue to serve as directors until they resign, are removed or their successors are duly elected by the holders of our common stock. The composition of our board of directors after this offering is described in more detail under “Management—Board composition and election of directors.”

Amended and restated right of first refusal and co-sale agreement

We are a party to an amended and restated right of first refusal and co-sale agreement, dated as of November 17, 2017, with certain of our stockholders, including some of our 5% stockholders and entities affiliated with our directors. The right of first refusal and co-sale agreement provides us and certain holders of preferred stock a right of first refusal and co-sale with respect to certain sales of securities by the key holders identified in the agreement. The agreement will terminate upon completion of this offering.

Employment agreements

We have entered into employment agreements with our named executive officers. For more information regarding the agreements with our named executive officers, see “Executive and director compensation—Employment agreements.”

Director and executive officer compensation

See the section titled “Executive and director compensation—Director compensation” for information regarding compensation of our directors and named executive officers.

Indemnification agreements

In connection with this offering, we intend to enter into agreements to indemnify our directors and executive officers. These agreements will, among other things, require us to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our company or that person’s status as a member of our board of directors to the maximum extent allowed under Delaware law.

Policies for approval of related party transactions

Our board of directors reviews and approves transactions with directors, officers and holders of five percent or more of our voting securities and their affiliates, each a related party. Prior to this offering, the material facts as to the related party’s relationship or interest in the transaction are disclosed to our board of directors prior to their consideration of such transaction, and the transaction is not considered approved by our board of directors unless a majority of the directors who are not interested in the transaction approve the transaction. Further, when stockholders are entitled to vote on a transaction with a related party, the material facts of the related party’s relationship or interest in the transaction are disclosed to the stockholders, who must approve the transaction in good faith.

In connection with this offering, we expect to adopt a written related party transactions policy that such transactions must be approved by our audit committee. This policy will become effective on the date on which the registration statement of which this prospectus is part is declared effective by the SEC. Pursuant to this policy, the audit committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. For purposes of this policy, a related person will be defined as a director, executive officer, nominee for director, or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and their immediate family members.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to us regarding beneficial ownership of our capital stock as of April 25, 2019, as adjusted to reflect the sale of common stock offered by us in this offering, for:

∎ each person or group of affiliated persons known by us to be the beneficial owner of more than five percent of any class of our capital stock;

∎ each of our named executive officers;

∎ each of our directors; and

∎ all of our executive officers and directors as a group.

To the extent that the underwriters sell more than             shares in this offering, the underwriters have the option to purchase up to an additional             shares at the initial public offering price less the underwriting discounts and commissions.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Under those rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power, and includes securities that the individual or entity has the right to acquire, such as through the exercise of stock options, within 60 days of April 25, 2019. Except as noted by footnote, and subject to community property laws where applicable, we believe, based on the information provided to us, that the persons and entities named in the table below have sole voting and investment power with respect to all common stock shown as beneficially owned by them.

The percentage of beneficial ownership prior to this offering in the table below is based on 97,247,559 shares of common stock deemed to be outstanding as of April 25, 2019, assuming the conversion of all outstanding shares of our preferred stock upon the closing of this offering into an aggregate of 73,924,907 shares of common stock upon the closing of this offering, and the percentage of beneficial ownership at this offering in the table below is based on            shares of common stock assumed to be outstanding after the closing of the offering. The information in the table below assumes no exercise of the underwriters’ option to purchase additional shares.

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Except as otherwise noted below, the address for persons listed in the table is c/o Codiak Biosciences, Inc., 500 Technology Square, 9^th Floor, Cambridge, Massachusetts 02139.

	NUMBER OF SHARES BENEFICIALLY OWNED PRIOR TO OFFERING		PERCENTAGE OF SHARES BENEFICIALLY OWNED
NAME AND ADDRESS OF BENEFICIAL OWNER			BEFORE OFFERING			AFTER OFFERING
5% or greater stockholders:
Entities affiliated with ARCH Venture Funds (1)		27,603,430		28.38	%		%
Entities affiliated with Flagship Venture Funds (2)		18,452,099		18.97	%		%
Entities affiliated with Fidelity (3)		13,780,388		14.17	%		%
The Board of Regents of the University of Texas System, on behalf of The M.D. Anderson Cancer Center (4)		6,535,247		6.72	%		%
Raghu Kalluri, M.D., Ph.D. (5)		7,579,368		7.65	%		%
Named executive officers and directors:
Douglas E. Williams, Ph.D. (6)		5,398,945		5.26	%		%
Linda C. Bain (7)		1,064,766		1.08	%		%
Richard Brudnick (8)		1,550,000		1.57	%		%
Steven Gillis, Ph.D. (9)		381,872		*			%
Karen Bernstein, Ph.D.		—		*			%
Charles Cooney M.D., Ph.D. (10)		109,062		*			%
Avak Kahvejian, Ph.D. (11)		112,500		*			%
Eric Lander, Ph.D. (12)		5,920,000		6.08	%		%
Briggs Morrison (13)		56,250		*			%
Jonathan Poole		—		*			%
All executive officers and directors as a group (12 persons) (14)		15,450,555		14.46	%		%

* Represents beneficial ownership of less than one percent.

⁽¹⁾  Consists of (a) 500,000 shares of common stock held by ARCH Venture Fund VIII, L.P., or ARCH Venture, (b) 16,950,000 shares of common stock issuable upon conversion of the Series A and B preferred stock held by ARCH Venture and (c) 10,153,430 shares of common stock issuable upon conversion of the Series A, B and C preferred stock held by ARCH Venture Fund VIII Overage, L.P., or ARCH Overage. ARCH Venture Partners VIII, LLC, or ARCH GPLLC, is the general partner of ARCH Overage. ARCH Venture Partners VIII L.P., or ARCH GPLP is the general partner of ARCH Venture. ARCH GPLLC, is the general partner of ARCH GPLP. ARCH GPLP and ARCH GPLLC may be deemed to beneficially own the shares held by ARCH Overage and ARCH Venture, and ARCH GPLP and ARCH GPLLC disclaim beneficial ownership of these securities, except to the extent of their pecuniary interest therein, if any. Robert Nelsen, Keith Crandell, and Clinton Bybee, the Managing Directors of ARCH GPLLC, and may be deemed to possess voting and investment control over the shares held by ARCH Venture and ARCH Overage. Mr. Nelsen, Mr. Crandell, and Mr. Bybee disclaim any beneficial ownership of such shares except to the extent of any pecuniary interest therein. Steven Gillis, Ph.D. has a financial interest in ARCH Venture and ARCH Overage, but does not possess voting or investment control over the shares. Dr. Gillis disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The mailing address of the entities affiliated with ARCH Venture Funds is 8755 W. Higgins Road, Suite 1025, Chicago, IL 60631.

⁽²⁾  Consists of (a) 3,798,671 shares of common stock held by Flagship VentureLabs V LLC, (“VentureLabs V”), (b) 7,326,714 shares of common stock issuable upon conversion of the Series A, B and C preferred stock held by Flagship V VentureLabs Rx Fund, L.P. (“Flagship Fund V Rx”), and (c) 7,326,714 shares of common stock issuable upon conversion of the Series A, B and C preferred stock held by Flagship Ventures Fund V, L.P. (“Flagship Fund V” and together with Flagship Fund V Rx and VentureLabs V “the Flagship Funds”). Flagship Fund V is a member of VentureLabs V. Flagship VentureLabs V Manager LLC (“VentureLabs V Manager”) is the manager of VentureLabs V. Flagship Pioneering, Inc. (“Flagship Pioneering”) is the manager of VentureLabs V Manager. The General Partner of Flagship Fund V and Flagship Fund V Rx is Flagship Ventures Fund V General Partner LLC (“Flagship V GP” and together with VentureLabs V Manager and Flagship Pioneering “the Flagship General Partners”). Noubar B. Afeyan, Ph.D. is the sole Director of Flagship Pioneering and may be deemed to have sole voting and investment control over all the shares held by VentureLabs V. In addition, Noubar B. Afeyan, Ph.D. serves as the sole manager of Flagship V GP and may be deemed to possess sole voting and investment control over all the shares held by Flagship Fund V and Flagship Fund V Rx. None of the Flagship General Partners or Noubar B. Afeyan, Ph.D. directly own any of the shares held by the Flagship Funds, and each of the Flagship General Partners and Dr. Noubar Afeyan, Ph.D. disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. The mailing address of the Flagship Funds is 55 Cambridge Parkway, Suite 800E, Cambridge, MA 02142.

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⁽³⁾  Consists of (a) 3,639,553 shares of common stock issuable upon conversion of the Series A, B and C preferred stock held by Fidelity Select Portfolios: Biotechnology Portfolio , or Select Fidelity, (b) 906,960 shares of common stock issuable upon conversion of the Series A, B and C preferred stock held by Fidelity Advisor Series VII: Fidelity Advisor Biotechnology Fund, or Advisor Fidelity, (c) 2,693,879 shares of common stock issuable upon conversion of the Series A, B and C preferred stock held by Fidelity Growth Company Commingled Pool, or Fidelity Commingled, (d) 5,195,107 shares of common stock issuable upon conversion of the Series A, B and C preferred stock held by Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund, or Growth Fidelity, and (e) 1,344,889 shares of common stock issuable upon conversion of the Series A, B and C preferred stock held by Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund (“Series Growth Fidelity”, and together with Select Fidelity, Advisor Fidelity, and Fidelity Commingled, the “FMR Funds”). The FMR Funds are managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Vice Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act, or the Fidelity Funds, advised by Fidelity Management & Research Company, or the FMR Co., a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The mailing address of the FMR Funds is 245 Summer Street, Boston, MA 02210.

⁽⁴⁾  Consists of (a) 4,760,250 shares of common stock and (b) 1,774,997 shares of common stock issuable upon the conversion of Series A and B preferred stock. The University of Texas M.D. Anderson Cancer Center is a member institution of the University of Texas System. Raghu Kalluri, M.D., Ph.D. served as Department Chair and Professor of the Department of Cancer Biology and the Director of the Metastasis Research Center at the University of Texas M.D. Anderson Cancer Center.

⁽⁵⁾  Consists of (a) 5,770,000 shares of common stock and (b) 1,809,368 shares of common stock underlying options exercisable within 60 days of April 25, 2019. See Footnote 4. Dr. Kalluri resigned from our board of directors on February 1, 2019.

⁽⁶⁾  Consists of (a) 66,004 shares of common stock issuable upon the conversion of Series C preferred stock and (b) 5,332,941 shares of common stock underlying options exercisable within 60 days of April 25, 2019.

⁽⁷⁾  Consists of 1,064,766 shares of common stock underlying options exercisable within 60 days of April 25, 2019.

⁽⁸⁾  Consists of 1,550,000 shares of common stock underlying options exercisable within 60 days of April 25, 2019.

⁽⁹⁾  Consists of 381,872 shares of common stock underlying options exercisable within 60 days of April 25, 2019. See Footnote 1.

⁽¹⁰⁾  Consists of 109,062 shares of common stock underlying options exercisable within 60 days of April 25, 2019.

⁽¹¹⁾  Consists of 112,500 shares of common stock underlying options exercisable within 60 days of April 25, 2019. See Footnote 2.

⁽¹²⁾  Consists of (a) 5,770,000 shares of common stock and (b) 150,000 shares of common stock underlying options exercisable within 60 days of April 25, 2019.

⁽¹³⁾  Consists of 56,250 shares of common stock underlying options exercisable within 60 days of April 25, 2019.

⁽¹⁴⁾  Consists of (a) 5,770,000 shares of common stock, (b) 66,004 shares of common stock issuable upon the conversion of Series A, B and C preferred stock and (c) 9,614,551 shares of common stock underlying options exercisable within 60 days of April 25, 2019.

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DESCRIPTION OF CAPITAL STOCK

The following descriptions are summaries of the material terms of our amended and restated certificate of incorporation, which will be effective upon the closing of this offering, and amended and restated by-laws, which will be effective on the date of the effectiveness of the registration statement of which this prospectus is a part. The descriptions of the common stock and preferred stock give effect to changes to our capital structure that will occur immediately prior to the completion of this offering. We refer in this section to our amended and restated certificate of incorporation as our certificate of incorporation, and we refer to our amended and restated by-laws as our by-laws.

General

Upon completion of this offering, our authorized capital stock will consist of 150,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share, all of which shares of preferred stock will be undesignated.

As of March 31, 2019, 23,322,652 shares of our common stock and 73,904,074 shares of preferred stock were outstanding and held by 30 stockholders of record. This amount does not take into account the conversion of all outstanding shares of our preferred stock into common stock upon the closing of this offering.

Common stock

The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders. The holders of our common stock do not have any cumulative voting rights. Holders of our common stock are entitled to receive ratably any dividends declared by our board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions.

In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. The shares to be issued by us in this offering will be, when issued and paid for, validly issued, fully paid and non-assessable.

Preferred stock

Upon the completion of this offering, all outstanding shares of our redeemable convertible preferred stock will be converted into shares of our common stock. Upon the consummation of this offering, our board of directors will have the authority, without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of common stock. The issuance of our preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon our liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of our company or other corporate action. Immediately after consummation of this offering, no shares of preferred stock will be outstanding, and we have no present plan to issue any shares of preferred stock.

Registration rights

Upon the completion of this offering, the holders of 73,904,074 shares of our common stock, including those issuable upon the conversion of preferred stock will be entitled to rights with respect to the registration of these securities under the Securities Act. These rights are provided under the terms of an investors’ rights agreement between us and holders of our preferred stock. The investors’ rights agreement includes demand registration rights, short-form registration rights and piggyback registration rights. All fees, costs and expenses of underwritten registrations under this agreement will be borne by us and all selling expenses, including underwriting discounts and selling commissions, will be borne by the holders of the shares being registered.

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Demand registration rights

Beginning 180 days after the effective date of this registration statement, the holders of 73,904,074 shares of our common stock, including those issuable upon the conversion of preferred stock upon closing of this offering, are entitled to demand registration rights. Under the terms of the investors’ rights agreement, we will be required, upon the written request of holders of at least 40% of these securities that would result in an aggregate offering price of at least $10.0 million, to file a registration statement and use best efforts to effect the registration of all or a portion of these shares for public resale. We are required to effect only two registrations pursuant to this provision of the investors’ rights agreement.

Short-form registration rights

Pursuant to the investors’ rights agreement, if we are eligible to file a registration statement on Form S-3, upon the written request of at least 20% of these holders to sell registrable securities at an aggregate price of at least $5.0 million, we will be required to use commercially reasonable efforts to effect a registration of such shares. We are required to effect only two registrations in any twelve-month period pursuant to this provision of the investors’ rights agreement. The right to have such shares registered on Form S-3 is further subject to other specified conditions and limitations.

Piggyback registration rights

Pursuant to the investors’ rights agreement, if we register any of our securities either for our own account or for the account of other security holders, the holders of these shares are entitled to include their shares in the registration. Subject to certain exceptions contained in the investors’ rights agreement, we and the underwriters may limit the number of shares included in the underwritten offering to the number of shares which we and the underwriters determine in our sole discretion will not jeopardize the success of the offering.

Indemnification

Our investors’ rights agreement contains customary cross-indemnification provisions, under which we are obligated to indemnify holders of registrable securities in the event of material misstatements or omissions in the registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions attributable to them.

Expiration of registration rights

The demand registration rights and short form registration rights granted under the investors’ rights agreement will terminate on the sixth anniversary of the completion of this offering or at such time after this offering when the holders’ shares may be sold without restriction pursuant to Rule 144 within a three-month period.

Anti-takeover effects of our certificate of incorporation and by-laws and Delaware law

Our certificate of incorporation and by-laws include a number of provisions that may have the effect of delaying, deferring or preventing another party from acquiring control of us and encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts. These provisions include the items described below.

Board composition and filling vacancies

Our certificate of incorporation provides for the division of our board of directors into three classes serving staggered three-year terms, with one class being elected each year. Our certificate of incorporation also provides that directors may be removed only for cause and then only by the affirmative vote of the holders of two-thirds or more of the shares then entitled to vote at an election of directors. Furthermore, any vacancy on our board of directors, however occurring, including a vacancy resulting from an increase in the size of our board, may only be filled by the affirmative vote of a majority of our directors then in office even if less than a quorum. The classification of directors, together with the limitations on removal of directors and treatment of vacancies, has the effect of making it more difficult for stockholders to change the composition of our board of directors.

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No written consent of stockholders

Our certificate of incorporation provides that all stockholder actions are required to be taken by a vote of the stockholders at an annual or special meeting, and that stockholders may not take any action by written consent in lieu of a meeting. This limit may lengthen the amount of time required to take stockholder actions and would prevent the amendment of our by-laws or removal of directors by our stockholders without holding a meeting of stockholders.

Meetings of stockholders

Our certificate of incorporation and by-laws provide that only a majority of the members of our board of directors then in office may call special meetings of stockholders and only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders. Our by-laws limit the business that may be conducted at an annual meeting of stockholders to those matters properly brought before the meeting.

Advance notice requirements

Our by-laws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our by-laws specify the requirements as to form and content of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting.

Amendment to certificate of incorporation and by-laws

Any amendment of our certificate of incorporation must first be approved by a majority of our board of directors, and if required by law or our certificate of incorporation, must thereafter be approved by a majority of the outstanding shares entitled to vote on the amendment and a majority of the outstanding shares of each class entitled to vote thereon as a class, except that the amendment of the provisions relating to stockholder action, board composition, limitation of liability and the amendment of our by-laws and certificate of incorporation must be approved by not less than two-thirds of the outstanding shares entitled to vote on the amendment, and not less than two-thirds of the outstanding shares of each class entitled to vote thereon as a class. Our by-laws may be amended by the affirmative vote of a majority of the directors then in office, subject to any limitations set forth in the by-laws; and may also be amended by the affirmative vote of at least two-thirds of the outstanding shares entitled to vote on the amendment, or, if our board of directors recommends that the stockholders approve the amendment, by the affirmative vote of the majority of the outstanding shares entitled to vote on the amendment, in each case voting together as a single class.

Undesignated preferred stock

Our certificate of incorporation provides for 10,000,000 authorized shares of preferred stock. The existence of authorized but unissued shares of preferred stock may enable our board of directors to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best interests of our stockholders, our board of directors could cause shares of preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent stockholder or stockholder group. In this regard, our certificate of incorporation grants our board of directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring or preventing a change in control of us.

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Choice of forum

Our by-laws provide that, unless we consent in writing to the selection of an alternative form, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for state law claims for: (1) any derivative action or proceeding brought on our behalf; (2) any action asserting a claim of breach of a fiduciary duty by any of our directors, officers or other employees to us or our stockholders; (3) any action asserting a claim against us arising pursuant to any provision of the General Corporation Law of the State of Delaware or our certificate of incorporation or by-laws; (4) any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or by-laws; or (5) any action asserting a claim governed by the internal affairs doctrine. A person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and to have consented to this choice of forum provision.

Section 203 of the Delaware General Corporation Law

Upon completion of this offering, we will be subject to the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

∎ before the stockholder became interested, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

∎ upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances, but not the outstanding voting stock owned by the interested stockholder; or

∎ at or after the time the stockholder became interested, the business combination was approved by our board of directors and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

Section 203 defines a business combination to include:

∎ any merger or consolidation involving the corporation and the interested stockholder;

∎ any sale, transfer, lease, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;

∎ subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

∎ subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and

∎ the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.

Nasdaq stock market listing

We have applied to list our common stock on the Nasdaq Global Select Market under the trading symbol “CDAK.”

Transfer agent and registrar

The transfer agent and registrar for our common stock will be             .

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our shares. Future sales of our common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price at such time and our ability to raise equity capital in the future.

Based on the number of shares outstanding as of March 31, 2019, upon the completion of this offering,              shares of our common stock will be outstanding. Of the outstanding shares, all of the shares sold in this offering will be freely tradable, except that any shares held by our affiliates, as that term is defined in Rule 144 under the Securities Act, may only be sold in compliance with the limitations described below. All remaining shares of common stock held by existing stockholders immediately prior to the completion of this offering will be “restricted securities” as such term is defined in Rule 144. These restricted securities were issued and sold by us, or will be issued and sold by us, in private transactions and are eligible for public sale only if registered under the Securities Act or if they qualify for an exemption from registration under the Securities Act, including the exemptions provided by Rule 144 or Rule 701, summarized below.

Rule 144

In general, a person who has beneficially owned restricted stock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (ii) we are subject to the Securities Exchange Act of 1934, as amended, or the Exchange Act, periodic reporting requirements for at least 90 days before the sale. Persons who have beneficially owned restricted shares for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

∎ 1% of the number of shares then outstanding, which will equal approximately              shares immediately after this offering, assuming no exercise of the underwriters’ option to purchase additional shares, based on the number of shares outstanding as of March 31, 2019; or

∎ the average weekly trading volume of our common stock on the Nasdaq Global Select Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales both by affiliates and by non-affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

Rule 701

Rule 701 under the Securities Act, as in effect on the date of this prospectus, permits resales of shares in reliance upon Rule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. Most of our employees, executive officers or directors who purchased shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares.

However, substantially all Rule 701 shares are subject to lock-up agreements as described below and under “Underwriting” included elsewhere in this prospectus and will become eligible for sale upon the expiration of the restrictions set forth in those agreements.

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Lock-up agreements

We, our directors and executive officers and holders of substantially all of our common stock have signed a lock-up agreement that prevent us and them from selling any of our common stock or any securities convertible into or exercisable or exchangeable for common stock for a period of not less than 180 days from the date of this prospectus without the prior written consent of Jefferies LLC, Evercore Group L.L.C. and William Blair & Company, L.L.C., subject to certain exceptions. See the section entitled “Underwriting” appearing elsewhere in this prospectus for more information.

Registration rights

Upon completion of this offering, certain holders of our securities will be entitled to various rights with respect to registration of their shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. See the section entitled “Description of capital stock—Registration rights” appearing elsewhere in this prospectus for more information.

Equity incentive plans

We intend to file one or more registration statements on Form S-8 under the Securities Act to register our shares issued or reserved for issuance under our equity incentive plans. The first such registration statement is expected to be filed soon after the date of this prospectus and will automatically become effective upon filing with the SEC. Accordingly, shares registered under such registration statement will be available for sale in the open market, unless such shares are subject to vesting restrictions with us or the lock-up restrictions described above. As of April 25, 2019, we estimate that such registration statement on Form S-8 will cover approximately              shares.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

OF COMMON STOCK

The following discussion is a summary of the material U.S. federal income tax considerations applicable to non-U.S. holders (as defined below) with respect to their ownership and disposition of shares of our common stock issued pursuant to this offering. For purposes of this discussion, a non-U.S. holder means a beneficial owner of our common stock that is:

∎ a non-resident alien individual;

∎ a corporation or other organization taxable as a corporation for U.S. federal income tax purposes that is created or organized in or under laws other than the laws of the United States, any state thereof, or the District of Columbia;

∎ an estate the income of which is not subject to U.S. federal income tax on a net income basis; or

∎ a trust the income of which is not subject to U.S. federal income tax on a net income basis and that (1) is not subject to the primary supervision of a court within the United States or over which no U.S. persons have authority to control all substantial decisions and (2) has not made an election to be treated as a U.S. person.

This discussion does not address the tax treatment of partnerships or other entities or arrangements that are classified as partnerships or other pass-through entities for U.S. federal income tax purposes or persons that hold their common stock through entities or arrangements that are classified as partnerships or other pass-through entities for U.S. federal income tax purposes. A partner in a partnership or other pass-through entity that will hold our common stock should consult his, her or its tax advisor regarding the tax consequences of acquiring, holding and disposing of our common stock through a partnership or other pass-through entity, as applicable.

This discussion is based on current provisions of the Code, existing and proposed U.S. Treasury Regulations promulgated thereunder, current administrative rulings and judicial decisions, all as in effect as of the date of this prospectus and, all of which are subject to change or to differing interpretation, possibly with retroactive effect. Any such change or differing interpretation could alter the tax consequences to non-U.S. holders described in this prospectus. There can be no assurance that the Internal Revenue Service, which we refer to as the IRS, will not challenge one or more of the tax consequences described herein. We assume in this discussion that a non-U.S. holder holds shares of our common stock as a capital asset within the meaning of Section 1221 of the Code, generally property held for investment.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular non-U.S. holder in light of that non-U.S. holder’s individual circumstances nor does it address any U.S. state, local or non-U.S. taxes, the alternative minimum tax, the Medicare tax on net investment income, the rules regarding qualified small business stock within the meaning of Section 1202 of the Code or any other aspect of any U.S. federal tax other than the income tax. This discussion also does not consider any specific facts or circumstances that may apply to a non-U.S. holder and does not address the special tax rules applicable to particular non-U.S. holders, such as:

∎ insurance companies;

∎ tax-exempt or governmental organizations;

∎ financial institutions;

∎ brokers or dealers in securities;

∎ regulated investment companies;

∎ pension plans;

∎ “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

∎ “qualified foreign pension funds,” or entities wholly owned by a “qualified foreign pension fund”;

∎ persons deemed to sell our common stock under the constructive sale provisions of the Code;

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∎ persons that own, or have owned, actually or constructively, more than 5% of our common stock

∎ persons that hold our common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment; and

∎ certain U.S. expatriates.

This discussion is for general information only and is not tax advice. Accordingly, all prospective non-U.S. holders of our common stock should consult their tax advisors with respect to the U.S. federal, state, local and non-U.S. tax consequences of the purchase, ownership and disposition of our common stock.

Distributions on our common stock

Distributions, if any, on our common stock will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a tax-free return of the non-U.S. holder’s investment, up to such holder’s tax basis in the common stock. Any remaining excess will be treated as capital gain, subject to the tax treatment described below in “Gain on sale or other taxable disposition of our common stock.” Any such distributions will also be subject to the discussions below under the sections titled “Backup withholding and information reporting” and “Withholding and information reporting requirements—FATCA.”

Subject to the discussion in the following two paragraphs in this section, dividends paid to a non-U.S. holder generally will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence.

Dividends that are treated as effectively connected with a trade or business conducted by a non-U.S. holder within the United States and, if an applicable income tax treaty so provides, that are attributable to a permanent establishment or a fixed base maintained by the non-U.S. holder within the United States, are generally exempt from the 30% withholding tax if the non-U.S. holder satisfies applicable certification and disclosure requirements. To claim the exemption, the non-U.S. holder must generally furnish to the applicable withholding agent a properly executed IRS Form W-8ECI (or applicable successor form). However, such U.S. effectively connected income, net of specified deductions and credits, is taxed at the same U.S. federal income tax rates applicable to United States persons (as defined in the Code). Any U.S. effectively connected income received by a non-U.S. holder that is a corporation may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence.

A non-U.S. holder who claims the benefit of an applicable income tax treaty between the United States and such holder’s country of residence generally will be required to provide a properly executed IRS Form W-8BEN or W-8BEN-E (or successor form) to the applicable withholding agent and satisfy applicable certification and other requirements. Non-U.S. holders are urged to consult their tax advisors regarding their entitlement to benefits under a relevant income tax treaty. Non-U.S. holders that do not timely provide the required certification, but that qualify for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

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Gain on sale or other taxable disposition of our common stock

Subject to the discussions below under “Backup withholding and information reporting” and “Withholding and information reporting requirements—FATCA,” a non-U.S. holder generally will not be subject to any U.S. federal income tax on any gain realized upon such holder’s sale or other taxable disposition of shares of our common stock unless:

∎ the gain is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business and, if an applicable income tax treaty so provides, is attributable to a permanent establishment or a fixed-base maintained by such non-U.S. holder in the United States, in which case the non-U.S. holder generally will be taxed on a net income basis at the U.S. federal income tax rates applicable to United States persons (as defined in the Code) and, if the non-U.S. holder is a foreign corporation, the branch profits tax described above in “Distributions on our common stock” also may apply;

∎ the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax (or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence) on the gain derived from the disposition, which may be offset by certain U.S. source capital losses of the non-U.S. holder, if any (even though the individual is not considered a resident of the United States), provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses; or

∎ we are, or have been, at any time during the five-year period preceding such sale of other taxable disposition (or the non-U.S. holder’s holding period, if shorter) a “U.S. real property holding corporation,” unless our common stock is regularly traded on an established securities market and the non-U.S. holder holds no more than 5% of our outstanding common stock, actually or constructively, during the shorter of the 5-year period ending on the date of the disposition or the period that the non-U.S. holder held our common stock. Generally, a corporation is a U.S. real property holding corporation only if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its assets used or held for use in a trade or business. Although there can be no assurance, we do not believe that we are, or have been, a U.S. real property holding corporation, or that we are likely to become one in the future. No assurance can be provided that our common stock will be regularly traded on an established securities market for purposes of the rules described above.

Backup withholding and information reporting

We must report annually to the IRS and to each non-U.S. holder the gross amount of the distributions on our common stock paid to such holder and the tax withheld, if any, with respect to such distributions. Non-U.S. holders may have to comply with specific certification procedures to establish that the holder is not a United States person (as defined in the Code) in order to avoid backup withholding at the applicable rate with respect to dividends on our common stock. Dividends paid to non-U.S. holders subject to withholding of U.S. federal income tax, as described above in “Distributions on our common stock,” generally will be exempt from U.S. backup withholding.

Information reporting and backup withholding will generally apply to the proceeds of a disposition of our common stock by a non-U.S. holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a non-U.S. holder and satisfies certain other requirements, or otherwise establishes an exemption. Generally, information reporting and backup withholding will not apply to a payment of disposition proceeds to a non-U.S. holder where the transaction is effected outside the United States through a non-U.S. office of a broker. However, for information reporting purposes, dispositions effected through a non-U.S. office of a broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker.

Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them. Copies of information returns may be made available to the tax authorities of the country in which the non-U.S. holder resides or is incorporated under the provisions of a specific treaty or agreement. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder can be refunded or credited against the non-U.S. holder’s U.S. federal income tax liability, if any, provided that an appropriate claim is filed with the IRS in a timely manner.

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Withholding and information reporting requirements—FATCA

Provisions of the Code commonly referred to as the Foreign Account Tax Compliance Act, or FATCA, generally impose a U.S. federal withholding tax at a rate of 30% on payments of dividends on, and, subject to the discussion of certain proposed Treasury Regulations below, gross proceeds from the sale or other disposition of, our common stock paid to a foreign entity unless (i) if the foreign entity is a “foreign financial institution,” such foreign entity undertakes certain due diligence, reporting, withholding, and certification obligations, (ii) if the foreign entity is not a “foreign financial institution,” such foreign entity identifies certain of its U.S. investors, if any, or (iii) the foreign entity is otherwise exempt under FATCA. The U.S. Treasury recently released proposed Treasury Regulations which, if finalized in their present form, would eliminate the federal withholding tax of 30% applicable to the gross proceeds of a sale or other disposition of our common stock. In its preamble to such proposed Treasury Regulations, the U.S. Treasury stated that taxpayers may generally rely on the proposed regulations until final regulations are issued. Under certain circumstances, a non-U.S. holder may be eligible for refunds or credits of this withholding tax. An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this paragraph. Non-U.S. holders should consult their tax advisors regarding the possible implications of this legislation on their investment in our common stock and the entities through which they hold our common stock, including, without limitation, the process and deadlines for meeting the applicable requirements to prevent the imposition of the 30% withholding tax under FATCA.

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UNDERWRITING

We are offering the shares of common stock described in this prospectus through a number of underwriters. Jefferies LLC, Evercore Group L.L.C. and William Blair & Company, L.L.C. are acting as joint book-running managers of the offering and as representatives of the underwriters. We have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table:

NAME	NUMBER OF SHARES
Jefferies LLC
Evercore Group L.L.C.
William Blair & Company, L.L.C.
Wedbush Securities Inc.
Total

The underwriters are committed to purchase all the shares of common stock offered by us if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters propose to offer the common stock directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $             per share. Any such dealers may resell shares to certain other brokers or dealers at a discount of up to $             per share from the initial public offering price. After the initial offering of the shares to the public, if all of the shares of common stock are not sold at the initial public offering price, the underwriters may change the offering price and the other selling terms. Sales of shares made outside of the United States may be made by affiliates of the underwriters.

The underwriters have an option to buy up to              additional shares of common stock from us to cover sales of shares by the underwriters which exceed the number of shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this option to purchase additional shares. If any shares are purchased with this option to purchase additional shares, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

The underwriting fee is equal to the public offering price per share of common stock less the amount paid by the underwriters to us per share of common stock. The underwriting fee is $                 per share. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

	WITHOUT OPTION TO PURCHASE ADDITIONAL SHARES EXERCISE	WITH FULL OPTION TO PURCHASE ADDITIONAL SHARES EXERCISE
Per share	$	$
Total	$	$

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $            . We have agreed to reimburse the underwriters for expenses relating to the clearance of this offering with the Financial Industry Regulatory Authority, Inc., or FINRA, in an amount up to $            .

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of

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shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We have agreed, subject to certain exceptions, that we will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any shares of common stock or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of Jefferies LLC, Evercore Group L.L.C. and William Blair & Company, L.L.C. for a period of 180 days after the date of this prospectus.

Our directors and executive officers, and substantially all of our securityholders have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of Jefferies LLC, Evercore Group L.L.C. and William Blair & Company, L.L.C., (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, managers and members in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock.

The restrictions described in the immediately preceding paragraph do not apply to, among other items:

(1) transfers of shares of our common stock acquired in this offering (other than any issuer-directed shares of common stock purchased in this offering by our officers or directors) or in open market transactions after the consummation of this offering,

(2) transfers of shares of common stock or any security convertible into common stock (i) as a bona fide gift or gifts, (ii) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned upon the death of the undersigned or (iii) by operation of law, such as pursuant to a qualified domestic order or as required by a divorce settlement,

(3) transfers of shares of common stock or any security convertible into common stock to members or stockholders of the undersigned, any member of the immediate family of the undersigned or any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value,

(4) transfers of shares of common stock or any security convertible into common stock to any corporation, partnership, limited liability company or other entity, in each case, all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value,

(5) transfers or dispositions of shares of Common Stock or other securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned upon the death of the undersigned, or by operation of law pursuant to a domestic order or negotiated divorce settlement,

(6) transfers of shares of common stock or any security convertible into common stock to the Company pursuant to any contractual arrangement that provides for the repurchase of the undersigned’s securities by the Company or

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in connection with the termination of the undersigned’s employment with or service to the Company; provided that no filing by any party under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other public announcement, reporting a reduction in beneficial ownership of shares of common stock, shall be required or voluntarily made during the restricted period in connection with any such transfers (other than any Form 4 or Form 5 required to be filed under the Exchange Act if the undersigned is subject to Section 16 reporting with respect to the Company under the Exchange Act and indicating by footnote disclosure or otherwise the nature of the transfer),

(7) transfers of shares of common stock or any security convertible into common stock to the Company in connection with the conversion of any convertible preferred stock described in this prospectus into, or the exercise of any option or warrant for, shares of common stock; provided that (i) any such shares of common stock received by the undersigned shall be subject to the terms of the lock-up agreement and (ii) no filing by any party under the Exchange Act or other public announcement shall be required or voluntarily made during the restricted period (other than a filing on a Form 4 that reports such disposition under the transaction code “F”),

(8) transfers of shares of common stock or any security convertible into common stock to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (1) through (6) above,

(9) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that (i) such plan does not provide for the transfer of common stock during the restricted period and (ii) no filing by any party under the Exchange Act or other public announcement shall be required or voluntarily made by or on behalf of the undersigned or the Company in connection with the establishment of such plan,

(10) transfers of shares of common stock or any security convertible into common stock pursuant to a bona fide third party tender offer for shares of the Company’s capital stock, merger, consolidation or other similar transaction made to all holders of the Company’s capital stock and involving a change of control of the Company after this offering and approved by our board of directors, provided that in the event that such transaction is not completed, the shares of common stock or other securities held by the securityholder shall remain subject to the restrictions contained in the lockup agreement,

provided that in the case of any transfer or distribution pursuant to clause (2), (3) or (4) each donee, transferee, heir, beneficiary or distributee shall execute and deliver to the representative a lockup agreement; and provided, further, that in the case of any transfer or distribution pursuant to clause (1), (2), (3), or (4), no filing by any party (the securityholder, beneficiary, heir, donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than required filings on Form 13 or Schedule 13G, a filing on Form 5 made after the expiration period and in the case of a transfer or other disposition pursuant to 2(ii) or 2(iii), any Form 4 or Form 5 required to be filed under the Exchange Act if the undersigned is subject to Section 16 reporting with respect to the Company under the Exchange Act and indicating by footnote disclosure or otherwise the nature of the transfer or disposition). If the securityholder is an officer or director of the Company, the securityholder further agrees that the foregoing provisions shall be equally applicable to any issuer-directed securities the securityholder may purchase in this offering.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

We have applied to have our common stock approved for listing on the Nasdaq Global Select Market under the symbol “CDAK.”

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling shares of common stock in the open market for the purpose of preventing or retarding a decline in the market price of the common stock while this offering is in progress. These stabilizing transactions may include making short sales of the common stock, which involves the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering, and purchasing shares of common stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their option to purchase additional shares, in whole or in part, or by

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purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the common stock, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase common stock in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock, and, as a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the Nasdaq Global Select Market, in the over-the-counter market or otherwise.

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

∎ the information set forth in this prospectus and otherwise available to the representatives;

∎ our prospects and the history and prospects for the industry in which we compete;

∎ an assessment of our management;

∎ our prospects for future earnings;

∎ the general condition of the securities markets at the time of this offering;

∎ the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

∎ other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for our common shares, or that the shares will trade in the public market at or above the initial public offering price.

Other relationships

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

Selling restrictions

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

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Notice to prospective investors in the European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, no offer of shares may be made to the public in that Relevant Member State other than:

a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the underwriters; or

c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall require the Company or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the underwriters and the Company that it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive.

In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Relevant Member State means the communication in any form and by means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

Notice to prospective investors in the United Kingdom

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”) or otherwise in circumstances which have not resulted and will not result in an offer to the public of the shares in the United Kingdom within the meaning of the Financial Services and Markets Act 2000.

Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons.

Notice to prospective investors in Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

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Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to prospective investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company or the shares has been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to prospective investors in the Dubai International Financial Centre (“DIFC”)

This document relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority (“DFSA”). This document is intended for distribution only to persons of a type specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for this document. The securities to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this document you should consult an authorized financial advisor.

In relation to its use in the DIFC, this document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the securities may not be offered or sold directly or indirectly to the public in the DIFC.

Notice to prospective investors in the United Arab Emirates

The shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority.

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Notice to prospective investors in Australia

This prospectus:

∎ does not constitute a product disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the “Corporations Act”);

∎ has not been, and will not be, lodged with the Australian Securities and Investments Commission (“ASIC”), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document under Chapter 6D.2 of the Corporations Act;

∎ does not constitute or involve a recommendation to acquire, an offer or invitation for issue or sale, an offer or invitation to arrange the issue or sale, or an issue or sale, of interests to a “retail client” (as defined in section 761G of the Corporations Act and applicable regulations) in Australia; and

∎ may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, or Exempt Investors, available under section 708 of the Corporations Act.

The shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the shares, you represent and warrant to us that you are an Exempt Investor.

As any offer of shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the shares you undertake to us that you will not, for a period of 12 months from the date of issue of the shares, offer, transfer, assign or otherwise alienate those securities to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Notice to prospective investors in Japan

The shares have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act. Accordingly, none of the shares nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any “resident” of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.

Notice to prospective investors in Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

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Notice to prospective investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

a) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

b) where no consideration is or will be given for the transfer;

c) where the transfer is by operation of law;

d) as specified in Section 276(7) of the SFA; or

e) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Solely for the purposes of its obligations pursuant to Section 309B of the SFA, we have determined, and hereby notify all relevant persons (as defined in the CMP Regulations 2018), that the shares are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Notice to prospective investors in Bermuda

Shares may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 of Bermuda which regulates the sale of securities in Bermuda. Additionally, non-Bermudian persons (including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are permitted to do so under applicable Bermuda legislation.

Notice to prospective investors in Saudi Arabia

This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations as issued by the board of the Saudi Arabian Capital Market Authority (“CMA”) pursuant to resolution number 2-11-2004 dated 4 October 2004 as amended by resolution number 1-28-2008, as amended (the “CMA Regulations”). The CMA does not make any representation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorised financial adviser.

189

Notice to prospective investors in the British Virgin Islands

The shares are not being, and may not be offered to the public or to any person in the British Virgin Islands for purchase or subscription by or on behalf of the Company. The Company may be offered to companies incorporated under the BVI Business Companies Act, 2004 (British Virgin Islands) (“BVI Companies”), but only where the offer will be made to, and received by, the relevant BVI Company entirely outside of the British Virgin Islands. This prospectus has not been, and will not be, registered with the Financial Services Commission of the British Virgin Islands. No registered prospectus has been or will be prepared in respect of the shares for the purposes of the Securities and Investment Business Act, 2010 (“SIBA”) or the Public Issuers Code of the British Virgin Islands.

Notice to prospective investors in China

This prospectus does not constitute a public offer of shares, whether by sale or subscription, in the People’s Republic of China (the “PRC”). The shares are not being offered or sold directly or indirectly in the PRC to or for the benefit of, legal or natural persons of the PRC.

Further, no legal or natural persons of the PRC may directly or indirectly purchase any of the shares or any beneficial interest therein without obtaining all prior PRC’s governmental approvals that are required, whether statutorily or otherwise. Persons who come into possession of this document are required by the issuer and its representatives to observe these restrictions.

Notice to prospective investors in Korea

The shares have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations thereunder (the “FSCMA”), and the shares have been and will be offered in Korea as a private placement under the FSCMA. None of the shares may be offered, sold or delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the “FETL”). Furthermore, the purchaser of the shares shall comply with all applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of the shares. By the purchase of the shares, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the shares pursuant to the applicable laws and regulations of Korea.

Notice to prospective investors in Malaysia

No prospectus or other offering material or document in connection with the offer and sale of the shares has been or will be registered with the Securities Commission of Malaysia (“Commission”) for the Commission’s approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services Licence; (iii) a person who acquires the shares, as principal, if the offer is on terms that the shares may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the shares is made by a holder of a Capital Markets Services Licence who carries on the business of

190

dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.

Notice to prospective investors in Taiwan

The shares have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorised to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the shares in Taiwan.

Notice to prospective investors in South Africa

Due to restrictions under the securities laws of South Africa, the shares are not offered, and the offer shall not be transferred, sold, renounced or delivered, in South Africa or to a person with an address in South Africa, unless one or other of the following exemptions applies:

a) the offer, transfer, sale, renunciation or delivery is to:

i) persons whose ordinary business is to deal in securities, as principal or agent;

ii) the South African Public Investment Corporation;

iii) persons or entities regulated by the Reserve Bank of South Africa;

iv) authorised financial service providers under South African law;

v) financial institutions recognised as such under South African law;

vi) a wholly-owned subsidiary of any person or entity contemplated in (c), (d) or (e), acting as agent in the capacity of an authorised portfolio manager for a pension fund or collective investment scheme (in each case duly registered as such under South African law); or

vii) any combination of the person in (a) to (f); or

b) the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than ZAR1,000,000.

No “offer to the public” (as such term is defined in the South African Companies Act, No. 71 of 2008 (as amended or re-enacted) (the “South African Companies Act”)) in South Africa is being made in connection with the issue of the shares. Accordingly, this document does not, nor is it intended to, constitute a “registered prospectus” (as that term is defined in the South African Companies Act) prepared and registered under the South African Companies Act and has not been approved by, and/or filed with, the South African Companies and Intellectual Property Commission or any other regulatory authority in South Africa. Any issue or offering of the shares in South Africa constitutes an offer of the shares in South Africa for subscription or sale in South Africa only to persons who fall within the exemption from “offers to the public” set out in section 96(1)(a) of the South African Companies Act. Accordingly, this document must not be acted on or relied on by persons in South Africa who do not fall within section 96(1)(a) of the South African Companies Act (such persons being referred to as “SA Relevant Persons”). Any investment or investment activity to which this document relates is available in South Africa only to SA Relevant Persons and will be engaged in South Africa only with SA relevant persons.

191

LEGAL MATTERS

The validity of the shares of common stock offered by this prospectus will be passed upon for us by Goodwin Procter LLP, New York, New York. Certain legal matters related to this offering will be passed upon for the underwriters by Cooley LLP, New York, New York.

192

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements at December 31, 2017 and 2018 and for the years then ended, as set forth in their report. We have included our financial statements in the prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

193

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 (File Number 333-            ) under the Securities Act with respect to the common stock we are offering by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information pertaining to us and our common stock, you should refer to the registration statement and to its exhibits. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.

Upon the completion of the offering, we will be subject to the informational requirements of the Exchange Act and will file annual, quarterly and current reports, proxy statements and other information with the SEC. We also maintain a website at http://www.codiakbio.com. Upon completion of the offering, you may access, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendment to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

194

CODIAK BIOSCIENCES, INC.

Index to consolidated financial statements

	PAGE
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations and Comprehensive Loss		F-4
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity		F-5
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements		F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Codiak BioSciences, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Codiak BioSciences, Inc. (the Company) as of December 31, 2018 and 2017, the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ (deficit) equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2016

Boston, Massachusetts

March 6, 2019, except for Note 16, as to which the date is April 29, 2019

F-2

CODIAK BIOSCIENCES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	DECEMBER 31,						MARCH 31, 2019			PRO FORMA MARCH 31, 2019
	2017			2018
							(Unaudited)			(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	127,267		$	18,093		$	56,522		$	56,522
Investments		—			70,771			72,007			72,007
Prepaid expenses and other current assets		718			2,188			2,452			2,452
Total current assets		127,985			91,052			130,981			130,981
Property and equipment, net		5,898			5,914			6,483			6,483
Restricted cash		367			367			4,536			4,536
Other non-current assets		—			326			2,000			2,000
Total assets	$	134,250		$	97,659		$	144,000		$	144,000
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity
Current liabilities:
Accounts payable	$	1,225		$	615		$	2,671		$	2,671
Accrued expenses		2,398			3,972			4,201			4,201
Deferred revenue		—			—			985			985
Deferred rent		270			308			318			318
Total current liabilities		3,893			4,895			8,175			8,175
Long-term liabilities:
Deferred revenue, net of current portion		—			—			55,015			55,015
Deferred rent, net of current portion		1,041			732			762			762
Total liabilities		4,934			5,627			63,952			63,952
Commitments and contingencies (Note 8)
Series A redeemable convertible preferred stock, $0.0001 par value; 33,200,000 shares authorized; 33,200,000 shares issued and outstanding as of December 31, 2017 and 2018 and March 31, 2019; liquidation value as of December 31, 2017 and 2018 and March 31, 2019 of $38,857, $41,513 and $42,167, respectively; no shares authorized, issued or outstanding, pro forma as of March 31, 2019 (unaudited)		41,738			41,738			42,167			—
Series B redeemable convertible preferred stock, $0.0001 par value; 21,400,000 shares authorized; 20,395,830, 20,479,162 and 20,499,995 shares issued and outstanding as of December 31, 2017 and 2018 and March 31, 2019, respectively; liquidation value as of December 31, 2017 and 2018 and March 31, 2019 of $70,673, $75,827 and $77,102, respectively; no shares authorized, issued or outstanding, pro forma as of March 31, 2019 (unaudited)		70,735			75,900			77,201			—
Series C redeemable convertible preferred stock, $0.0001 par value; 20,204,100 shares authorized; 20,204,079 shares issued and outstanding as of December 31, 2017 and 2018 and March 31, 2019; liquidation value as of December 31, 2017 and 2018 and March 31, 2019 of $77,263, $83,385 and $84,894, respectively; no shares authorized, issued or outstanding, pro forma as of March 31, 2019 (unaudited)		77,263			83,385			84,894			—
Stockholders’ (deficit) equity:
Common stock, $0.0001 par value; 120,000,000 shares authorized; 20,143,296, 22,835,615 and 23,322,652 shares issued and outstanding as of December 31, 2017 and 2018 and March 31, 2019, respectively; 97,226,726 shares issued and outstanding, pro forma as of March 31, 2019 (unaudited)		2			2			2			9
Additional paid-in capital		—			—			—			189,287
Accumulated other comprehensive (loss) income		—			(9	)		21			21
Accumulated deficit		(60,422	)		(108,984	)		(124,237	)		(109,269	)
Total stockholders’ (deficit) equity		(60,420	)		(108,991	)		(124,214	)		80,048
Total liabilities, redeemable convertible preferred stock and stockholders’ (deficit) equity	$	134,250		$	97,659		$	144,000		$	144,000

The accompanying notes are an integral part of these consolidated financial statements.

F-3

CODIAK BIOSCIENCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

	YEAR ENDED DECEMBER 31,						THREE MONTHS ENDED MARCH 31,
	2017			2018			2018			2019
Operating expenses:							(Unaudited)			(Unaudited)
Research and development	$	21,320		$	28,471		$	7,955		$	10,187
Acquired in-process research and development		—			8,071			—			—
General and administrative		6,178			9,898			1,950			3,867
Total operating expenses		27,498			46,440			9,905			14,054
Loss from operations		(27,498	)		(46,440	)		(9,905	)		(14,054	)
Other income:
Interest income		547			1,363			376			428
Other income (expense), net		—			535			(2	)		316
Total other income, net		547			1,898			374			744
Net loss	$	(26,951	)	$	(44,542	)	$	(9,531	)	$	(13,310	)
Cumulative dividends on redeemable convertible preferred stock		(8,442	)		(13,681	)		(3,372	)		(3,375	)
Net loss attributable to common stockholders	$	(35,393	)	$	(58,223	)	$	(12,903	)	$	(16,685	)
Net loss per share attributable to common stockholders, basic and diluted	$	(1.88	)	$	(2.72	)	$	(0.63	)	$	(0.72	)
Weighted average common shares outstanding, basic and diluted		18,838,510			21,395,300			20,393,294			23,253,072
Pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)				$	(0.47	)				$	(0.14	)
Pro forma weighted average common shares outstanding, basic and diluted (unaudited)					95,231,966						97,144,415
Comprehensive loss:
Net loss	$	(26,951	)	$	(44,542	)	$	(9,531	)	$	(13,310	)
Other comprehensive (loss) income:
Unrealized (loss) gain on investments, net of tax of $0		—			(9	)		—			30
Total other comprehensive (loss) income		—			(9	)		—			30
Comprehensive loss	$	(26,951	)	$	(44,551	)	$	(9,531	)	$	(13,280	)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

CODIAK BIOSCIENCES, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY

(In thousands, except share data)

	SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK				SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK				SERIES C REDEEMABLE CONVERTIBLE PREFERRED STOCK				CLASS A COMMON STOCK						COMMON STOCK				ADDITIONAL PAID-IN			ACCUM- ULATED OTHER COMPRE- HENSIVE (LOSS) INCOME			ACCUM- ULATED			TOTAL STOCK- HOLDERS’ (DEFICIT)
	SHARES		AMOUNT		SHARES		AMOUNT		SHARES		AMOUNT		SHARES			AMOUNT			SHARES		AMOUNT		CAPITAL						DEFICIT			EQUITY
Balance at December 31, 2016		33,150,000	$	41,738		20,333,331	$	65,600		—	$	—		17,643,312		$	2			—	$	—	$	—		$	—		$	(29,936	)	$	(29,934	)
Issuance of Series A redeemable convertible preferred stock in conjunction with sponsored research agreement		50,000		—		—		—		—		—		—			—			—		—		—			—			—			—
Issuance of Series B redeemable convertible preferred stock in conjunction with sponsored research agreement		—		—		62,499		250		—		—		—			—			—		—		—			—			—			—
Issuance of Series C redeemable convertible preferred stock, net issuance costs of $163		—		—		—		—		20,204,079		76,362		—			—			—		—		—			—			—			—
Accretion of redeemable convertible preferred stock to redemption value		—		—		—		4,885		—		901		—			—			—		—		(2,251	)		—			(3,535	)		(5,786	)
Vesting of restricted common stock		—		—		—		—		—		—		2,190,846			—			309,138		—		—			—			—			—
Issuance of common stock upon conversion of Class A common stock		—		—		—		—		—		—		(19,834,158	)		(2	)		19,834,158		2		—			—			—			—
Stock-based compensation expense		—		—		—		—		—		—		—			—			—		—		2,251			—			—			2,251
Net loss		—		—		—		—		—		—		—			—			—		—		—			—			(26,951	)		(26,951	)
Balance at December 31, 2017		33,200,000	$	41,738		20,395,830	$	70,735		20,204,079	$	77,263		—		$	—			20,143,296	$	2	$	—		$	—		$	(60,422	)	$	(60,420	)
Issuance of Series B redeemable convertible preferred stock in conjunction with sponsored research agreement		—		—		83,332		292		—		—		—			—			—		—		—			—			—			—
Issuance of common stock in conjunction with in-license agreement		—		—		—		—		—		—		—			—			924,068		—		1,571			—			—			1,571
Exercise of options to purchase common stock		—		—		—		—		—		—		—			—			101,547		—		43			—			—			43
Accretion of redeemable convertible preferred stock to redemption value		—		—		—		4,873		—		6,122		—			—			—		—		(6,975	)		—			(4,020	)		(10,995	)
Vesting of restricted common stock		—		—		—		—		—		—		—			—			1,666,704		—		—			—			—			—
Stock-based compensation expense		—		—		—		—		—		—		—			—			—		—		5,361			—			—			5,361
Unrealized loss on investments		—		—		—		—		—		—		—			—			—		—		—			(9	)		—			(9	)
Net loss		—		—		—		—		—		—		—			—			—		—		—			—			(44,542	)		(44,542	)
Balance at December 31, 2018		33,200,000	$	41,738		20,479,162	$	75,900		20,204,079	$	83,385		—		$	—			22,835,615	$	2	$	—		$	(9	)	$	(108,984	)	$	(108,991	)

F-5

	SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK						SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK						SERIES C REDEEMABLE CONVERTIBLE PREFERRED STOCK						CLASS A COMMON STOCK				COMMON STOCK				ADDITIONAL PAID-IN			ACCUM- ULATED OTHER COMPRE- HENSIVE (LOSS) INCOME		ACCUM- ULATED			TOTAL STOCK- HOLDERS’ (DEFICIT)
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES		AMOUNT		SHARES		AMOUNT		CAPITAL					DEFICIT			EQUITY
Issuance of Series B redeemable convertible preferred stock in conjunction with sponsored research agreement (unaudited)		—			—			20,833			89			—			—			—		—		—		—		—			—		—			—
Exercise of options to purchase common stock (unaudited)		—			—			—			—			—			—			—		—		487,037		—		208			—		—			208
Accretion of redeemable convertible preferred stock to redemption value (unaudited)		—			429			—			1,212			—			1,509			—		—		—		—		(1,190	)		—		(1,960	)		(3,150	)
Stock-based compensation expense (unaudited)		—			—			—			—			—			—			—		—		—		—		999			—		—			999
Unrealized gain on investments (unaudited)		—			—			—			—			—			—			—		—		—		—		—			30		—			30
Effect of adoption of ASC 2018-07 (unaudited)		—			—			—			—			—			—			—		—		—		—		(17	)		—		17			—
Net loss (unaudited)		—			—			—			—			—			—			—		—		—		—		—			—		(13,310	)		(13,310	)
Balance at March 31, 2019 (unaudited)		33,200,000		$	42,167			20,499,995		$	77,201			20,204,079		$	84,894			—	$	—		23,322,652	$	2	$	—		$	21	$	(124,237	)	$	(124,214	)
Conversion of redeemable convertible preferred stock into common stock (unaudited)		(33,200,000	)		(42,167	)		(20,499,995	)		(77,201	)		(20,204,079	)		(84,894	)		—		—		73,904,074		7		188,821			—		15,434			204,262
Stock-based compensation expense for stock-based awards with vesting conditions contingent upon an initial public offering (unaudited)		—			—			—			—			—			—			—		—		—		—		466			—		(466	)		—
Pro forma balance at March 31, 2019 (unaudited)		—		$	—			—		$	—			—		$	—			—	$	—		97,226,726	$	9	$	189,287		$	21	$	(109,269	)	$	80,048

The accompanying notes are an integral part of these consolidated financial statements.

F-6

CODIAK BIOSCIENCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	YEAR ENDED DECEMBER 31,						THREE MONTHS ENDED MARCH 31,
	2017			2018			2018			2019
							(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(26,951	)	$	(44,542	)	$	(9,531	)	$	(13,310	)
Adjustments to reconcile net loss to net cash from operating activities:
Stock-based compensation expense		2,251			5,361			1,659			999
Fair value of Series B redeemable convertible preferred stock earned in connection with sponsored research agreement		250			292			73			89
Acquired in-process research and development		—			8,071			—			—
Depreciation expense		1,357			1,726			394			483
Accretion of investments		—			(553	)		—			(336	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(300	)		(1,470	)		(341	)		(264	)
Other non-current assets		—			(49	)		—			—
Accounts payable		309			(536	)		(804	)		2,075
Accrued expenses		(561	)		1,398			440			(569	)
Deferred revenue		—			—			—			56,000
Deferred rent		(234	)		(271	)		(68	)		40
Net cash provided by (used in) operating activities		(23,879	)		(30,573	)		(8,178	)		45,207
Cash flows from investing activities:
Purchases of property and equipment		(2,945	)		(1,816	)		(634	)		(915	)
Purchases of in-process research and development		—			(6,500	)		—			—
Purchases of investments		—			(97,227	)		—			(58,870	)
Maturities of investments		—			27,000			—			58,000
Net cash used in investing activities		(2,945	)		(78,543	)		(634	)		(1,785	)
Cash flows from financing activities:
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs		76,362			—			—			—
Proceeds from exercise of common stock options		—			43			—			208
Payment of initial public offering costs		—			(101	)		—			(1,032	)
Net cash provided by (used in) financing activities		76,362			(58	)		—			(824	)
Increase (decrease) in cash, cash equivalents and restricted cash		49,538			(109,174	)		(8,812	)		42,598
Cash, cash equivalents and restricted cash, beginning of period		78,096			127,634			127,634			18,460
Cash, cash equivalents and restricted cash, end of period	$	127,634		$	18,460		$	118,822		$	61,058
Non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable and accrued expenses	$	93		$	19		$	331		$	156
Deferred offering costs included in accrued expenses	$	—		$	176		$	—		$	818
Accretion of redeemable convertible preferred stock to redemption value	$	5,786		$	10,995		$	2,717		$	3,150
Common stock issued in connection with purchases of in-process research and development	$	—		$	1,571		$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements.

F-7

CODIAK BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)

1. Nature of the business

Codiak BioSciences, Inc. (the Company or Codiak) was incorporated in Delaware on June 12, 2015 and is headquartered in Cambridge, Massachusetts. Codiak is harnessing exosomes—natural intercellular messengers—to pioneer a new class of biologic medicines, exosome therapeutics. Exosomes are vesicles released and taken up by all cells and convey and protect complex biologically active molecules that can alter the function of recipient cells. Since exosomes are inherently non-immunogenic, the Company believes exosomes are an ideal solution for developing a broad spectrum of allogeneic therapies, or therapies derived from human cells that can be used in any patient. The Company has developed the engEx Platform, its proprietary and versatile exosome engineering and manufacturing platform, to expand upon the innate properties of exosomes to design novel exosome therapeutics. The Company believes its engEx Platform has the potential to produce a broad pipeline of product candidates that will have a transformative impact on the treatment of a broad spectrum of diseases with high unmet medical need, including in the areas of oncology, immune-based diseases, metabolic and fibrotic disorders, neurodegenerative disorders and rare diseases. The Company’s intention is to exploit this broad potential through its own efforts as well as in collaboration with strategic partners. The Company is focused initially on targeting immune cells with its first product candidates generated from its engEx Platform (engEx product candidates), which are currently in preclinical development. The Company plans to advance its first two engEx product candidates, exoSTING and exoIL-12, into clinical development in 2020.

Since its inception, the Company has devoted substantially all of its resources to its research and development efforts, including activities to develop its engEx Platform, perform preclinical research to identify potential engEx product candidates, to perform process development to refine Codiak’s exosome engineering and manufacturing processes, and to provide general and administrative support for these operations.

The Company has primarily funded its operations with proceeds from the sales of redeemable convertible preferred stock and a collaboration and license agreement with Jazz Pharmaceuticals Ireland Limited (Jazz). The Company has incurred significant operating losses and negative cash flows from operations since inception. The Company had an accumulated deficit of $60.4 million and $109.0 million as of December 31, 2017 and 2018, respectively, and $124.2 million (unaudited) as of March 31, 2019. The Company incurred operating losses of $27.5 million and $46.4 million for the years ended December 31, 2017 and 2018, respectively, and $9.9 million (unaudited) and $14.1 million (unaudited) for the three months ended March 31, 2018 and 2019, respectively. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future. In addition, the Company anticipates that its expenses will increase significantly in connection with ongoing activities to support its engEx Platform development, drug discovery and preclinical and clinical development, in addition to creating a portfolio of intellectual property and providing administrative support.

The Company does not expect to generate significant revenue from sales of potential product candidates unless and until clinical development has been successfully completed and regulatory approval is obtained for one or more investigational products. If the Company obtains regulatory approval for any of its investigational products, it expects to incur significant commercialization expenses.

As a result, the Company will need substantial additional funding to support its continued operations and growth strategy. Until such a time as the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operations through the sale of equity, debt financings or other capital sources, including collaborations with other companies or other strategic transactions. The Company may be unable to raise additional funds or enter into such other agreements on favorable terms, or at all. If the Company fails to raise capital or enter into such agreements as, and when, needed, the Company may have to significantly delay, scale back or discontinue the development and commercialization of one or more of its product candidates or delay its pursuit of potential in-licenses or acquisitions.

As of December 31, 2018, the Company had cash, cash equivalents and investments of $88.9 million. Management believes that its cash resources at December 31, 2018, together with the $56.0 million up-front payment received

F-8

in January 2019 in connection with the Company’s collaboration agreement with Jazz Pharmaceuticals Ireland Limited will be sufficient to allow the Company to fund its current operating plan through at least the next twelve months from the issuance of these financial statements as of December 31, 2018 and 2017 and for the years then ended.

As of March 31, 2019, the Company had cash, cash equivalents and investments of $128.5 million (unaudited). Management believes that its cash resources at March 31, 2019 will be sufficient to allow the Company to fund its current operating plan through at least the next twelve months from the issuance of these financial statements as of March 31, 2019.

The Company is subject to those risks associated with any biopharmaceutical company that has substantial expenditures for research and development. There can be no assurance that the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approval, or that any approved product will be commercially viable. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants. If the Company fails to become profitable or is unable to sustain profitability on a continuing basis, then it may be unable to continue its operations at planned levels and be forced to reduce its operations.

2. Summary of significant accounting policies

Basis of presentation

These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASUs) of the Financial Accounting Standards Board (FASB).

Principles of consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Codiak Securities Corporation. All intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Significant estimates relied upon in preparing the consolidated financial statements include, among others: estimates related to revenue recognition, the valuation of common stock and stock-based compensation awards, the valuation of redeemable convertible preferred stock, accrued expenses and income taxes.

Unaudited interim financial information

The accompanying consolidated balance sheet as of March 31, 2019, the consolidated statements of operations and comprehensive loss and statements of cash flows for the three months ended March 31, 2018 and 2019 and the consolidated statement of redeemable convertible preferred stock and stockholders’ (deficit) equity for the three months ended March 31, 2019 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements, and in the opinion of management reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of March 31, 2019 and the results of its operations and its cash flows for the three months ended March 31, 2018 and 2019. Financial statement disclosures for the three months ended March 31, 2018 and 2019 are condensed and do not include all disclosures required for an annual set of financial statements in accordance with GAAP. The financial data and other information disclosed in these notes related to the three months ended March 31, 2018 and 2019 are also unaudited. The results for the three months ended March 31, 2019 are not necessarily indicative of results to be expected for the year ended December 31, 2019, any other interim periods, or any future year or period.

F-9

Unaudited pro forma information

Upon the closing of the Company’s proposed initial public offering (IPO): (i) all of the outstanding shares of redeemable convertible preferred stock will automatically convert into shares of common stock, (ii) a service-based stock option award with vesting conditions that accelerate upon the consummation of an IPO will immediately vest and (iii) the performance conditions underlying a stock option award with market conditions and performance-based vesting conditions that are contingent upon the consummation of an IPO will be deemed achieved. The accompanying unaudited pro forma consolidated balance sheet and consolidated statement of redeemable convertible preferred stock and stockholders’ (deficit) equity as of March 31, 2019 have been prepared as if the proposed IPO had occurred on March 31, 2019 to give effect to: (i) the automatic conversion of all outstanding shares of the Company’s redeemable convertible preferred stock into an aggregate of 73,904,074 shares of common stock upon the consummation of the proposed IPO, (ii) the vesting of options to purchase 400,000 shares of common stock subject to service-based vesting conditions that accelerate upon the consummation of the proposed IPO, resulting in the recognition of adjustments to the as-reported stock-based compensation expense and (iii) the achievement of performance-based vesting conditions with respect to options to purchase 1,222,000 shares of common stock that are subject to both: (a) performance-based vesting conditions that could be satisfied upon the consummation of the proposed IPO, resulting in the recognition of adjustments to the as-reported stock-based compensation expense and (b) market conditions. The shares of common stock expected to be issued and the proceeds expected to be received in the proposed IPO are excluded from such pro forma financial information.

The unaudited pro forma basic and diluted net loss per share attributable to common stockholders in the accompanying consolidated statement of operations for the year ended December 31, 2018 and the three months ended March 31, 2019 were computed using the weighted average number of shares of common stock outstanding, including the pro forma effect of the automatic conversion of all outstanding shares of redeemable convertible preferred stock into shares of common stock as if the IPO had occurred on the later of January 1, 2018 or the date the equity instruments were issued. The unaudited pro forma net loss attributable to common stockholders used in the calculation of unaudited pro forma basic and diluted net loss per share attributable to common stockholders for the year ended December 31, 2018 and the three months ended March 31, 2019 reflects the impact of the assumed closing of the IPO on the later of January 1, 2018 or the date the equity instruments were issued as follows: (i) includes adjustments to the as-reported stock-based compensation expense related to the vesting of service-based stock options with vesting conditions that accelerate upon the consummation of the proposed IPO, (ii) includes adjustments to the as-reported stock-based compensation expense related to the achievement of the performance conditions underlying stock options with market conditions and performance-based vesting conditions that are contingent upon the consummation of the proposed IPO and (iii) excludes the effects of the accretion of redeemable convertible preferred stock from the net loss attributable to common stockholders. The unaudited pro forma basic and diluted net loss per share attributable to common stockholders does not include the shares expected to be sold or related proceeds to be received in the proposed IPO.

Segments

The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of assessing performance and allocating resources. All of the Company’s long-lived assets are held in the United States.

Cash equivalents

The Company considers all highly liquid investments purchased with original final maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents comprises money market accounts invested in U.S. Treasury securities.

Investments

The Company classifies all of its investments as available-for-sale securities. The Company’s investments are measured and reported at fair value using quoted prices in active markets for similar securities. Unrealized gains and losses on available-for-sale securities are reported as accumulated other comprehensive (loss) income, which is a separate component of stockholders’ (deficit) equity. The cost of securities sold is determined on a specific identification basis, and realized gains and losses are included in other income (expense), net within the consolidated statement of operations and comprehensive loss. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary”, the Company reduces the investment to fair

F-10

value through a charge to the consolidated statements of operations and comprehensive loss. No such adjustments were necessary during the periods presented. The Company classifies its available-for-sale investments as current assets on the consolidated balance sheets if they mature within one year from the balance sheet date.

Restricted cash

Restricted cash is composed of a letter of credit held as collateral related to the Company’s lease arrangement. Restricted cash is classified as either current or non-current based on the terms of the underlying lease arrangement.

Deferred offering costs

The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After the consummation of the equity financing, these costs are recorded in stockholders’ (deficit) equity as a reduction of additional paid-in capital or the associated preferred stock account, as applicable. In the event the offering is terminated, all capitalized deferred offering costs are expensed. Deferred offering costs as of December 31, 2018 and March 31, 2019 were $0.3 million and $2.0 million (unaudited), respectively. No deferred offering costs were capitalized as of December 31, 2017. Such costs are classified in other non-current assets in the accompanying consolidated balance sheets.

Concentrations of credit risk and significant suppliers and license agreements

Financial instruments that potentially expose the Company to credit risk primarily consist of cash, cash equivalents, restricted cash and investments. The Company maintains its cash, cash equivalent, restricted cash and investment balances with accredited financial institutions and, consequently, the Company does not believe it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company’s cash management and investment policy limits investment instruments to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds can be used in business operations. Bank accounts in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of December 31, 2017 and 2018 and March 31, 2019, the Company’s primary operating accounts significantly exceeded the FDIC limits.

The Company is dependent on third-party manufacturers to supply materials for research and development activities of its programs, including preclinical testing. In particular, the Company relies, and expects to continue to rely, on a small number of third-party manufacturers to produce and process its current and potential product candidates and to manufacture supply of its current and potential product candidates for preclinical activities. These programs could be adversely affected by a significant interruption in the supply of the necessary materials. The Company is also dependent on third parties who provide license rights used in the development of certain programs. The Company could experience delays in the development of its programs if any of these license agreements are terminated, if the Company fails to meet the obligations required under its arrangements, or if the Company is unable to successfully secure new strategic alliances or licensing agreements.

Off-balance sheet risk

As of December 31, 2017 and 2018 and March 31, 2019 (unaudited), the Company had no off-balance sheet risks such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

Fair value of financial instruments

The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820), establishes a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The three levels of the fair value hierarchy are described below:

Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

F-11

Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Items measured at fair value on a recurring basis include cash equivalents as of December 31, 2017 and cash equivalents and investments as of December 31, 2018 and March 31, 2019 (unaudited). Certain cash equivalents that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The carrying amounts reflected in the consolidated balance sheets for prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to their short-term maturities.

Property and equipment

Property and equipment is stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows:

	ESTIMATED USEFUL LIFE
Computer equipment and software	3 years
Furniture and fixtures	5 years
Laboratory equipment	5 years
Leasehold improvements	Shorter of useful life or remaining lease term

Purchased assets that are not yet in service are recorded to construction-in-process and no depreciation expense is recorded. Once they are placed in service they are reclassified to the appropriate asset class. Upon the retirement or sale of an asset, the related cost and accumulated depreciation or amortization is removed from the accounts and any resulting gain or loss is recorded to other income (expense), net. Expenditures for maintenance and repairs are expensed as incurred.

Impairment of long-lived assets

The Company periodically evaluates its long-lived assets, which consist of property and equipment, for impairment whenever events or changes in circumstances indicate that a potential impairment may have occurred. If such events or changes in circumstances arise, the Company compares the carrying amount of the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the long-lived assets. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the long-lived assets, an impairment charge, calculated as the amount by which the carrying amount of the assets exceeds the fair value of the assets, is recorded. The fair value of the long-lived assets is determined based on the estimated discounted cash flows expected to be generated from the long-lived assets. The Company has not recorded any such impairment charges during the years ended December 31, 2017 or 2018 or the three months ended March 31, 2019 (unaudited).

Deferred rent

The Company’s operating lease agreements include scheduled rent escalations over the lease term, as well as a tenant improvement allowance provided to the Company upon execution of the lease or as certain tenant improvement costs are incurred. Rent expense is recognized on a straight-line basis over the term of the lease. Tenant improvement allowances are amortized as earned on a straight-line basis over the term of the lease as a reduction to rent expense. Deferred rent consists of the difference between cash payments and the recognition of rent expense on a straight-line basis over the term of the lease and the unamortized portion of tenant improvement allowances, if applicable.

F-12

Redeemable convertible preferred stock

The Company records all redeemable convertible preferred stock upon issuance at its respective fair value or original issuance price less issuance costs, as stipulated by its terms. The Company classifies its redeemable convertible preferred stock outside of stockholders’ (deficit) equity as the redemption of such shares is outside the Company’s control. The Company adjusts the carrying values of the redeemable convertible preferred stock to redemption value when the redemption value exceeds the carrying value.

Revenue recognition

To date, the Company has entered into a collaboration and license arrangement with Jazz Pharmaceuticals Ireland Limited (Jazz) for the research, development and commercialization of product candidates, from which it expects to generate revenue in the foreseeable future. Accordingly, the Company’s contract with its customer includes promises related to licenses of intellectual property, research and development services and options to purchase additional goods and/or services. The Company recognizes revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers (ASC 606). The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods and/or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and/or services. To determine the appropriate amount of revenue to be recognized, the Company performs the following steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) each performance obligation is satisfied.

Pursuant to the guidance in ASC 606, the Company accounts for a contract with a customer that is within the scope of ASC 606 when all of the following criteria are met: (i) the arrangement has been approved by the parties and the parties are committed to perform their respective obligations, (ii) each party’s rights regarding the goods and/or services to be transferred can be identified, (iii) the payment terms for the goods and/or services to be transferred can be identified, (iv) the arrangement has commercial substance and (v) collection of substantially all of the consideration to which the Company will be entitled in exchange for the goods and/or services that will be transferred to the customer is probable.

The Company assesses the goods and/or services promised within the contract which contains multiple promises to evaluate which promises are distinct. Promises are considered to be distinct and therefore, accounted for as separate performance obligations, provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and (ii) the promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. The Company determines that a customer can benefit from a good or service if it could be used, consumed, sold for an amount that is greater than scrap value, or otherwise held in a way that generates economic benefits. Factors that are considered in determining whether or not two or more promises are not separately identifiable include, but are not limited to, the following: (i) the Company provides a significant service of integrating goods and/or services with other goods and/or services promised in the contract, (ii) one or more of the goods and/or services significantly modifies or customizes, or are significantly modified or customized by, one or more of the other goods and/or services promised in the contract and (iii) the goods and/or services are highly interdependent or highly interrelated. Individual goods or services (or bundles of goods and/or services) that meet both criteria for being distinct are accounted for as separate performance obligations. Promises that are not distinct at contract inception are combined into a single performance obligation. Options to acquire additional goods and/or services are evaluated to determine if such option provides a material right to the customer that it would not have received without entering into the contract. If so, the option is accounted for as a separate performance obligation. If not, the option is considered a marketing offer which would be accounted for as a separate contract upon the customer’s election.

The terms of the Company’s collaboration arrangement include the payment of one or more of the following: (i) non-refundable, up-front fees, (ii) development cost reimbursements, (iii) development, regulatory and commercial milestone payments, (iv) royalties on net sales of licensed products and (v) profit share for co-commercialized products. The transaction price generally comprises a fixed fee due at contract inception, but there is possible variable consideration in the form of cost reimbursements and milestone payments due upon the achievement of specified events. Additionally, the Company may earn sales milestones, tiered royalties earned when the licensee

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recognizes net sales of licensed products and potentially profit share related to co-commercialized products. The Company measures the transaction price based on the amount of consideration to which it expects to be entitled in exchange for transferring the promised goods and/or services to the customer. The Company utilizes either the expected value method or the most likely amount method to estimate the amount of variable consideration, depending on which method is expected to better predict the amount of consideration to which it will be entitled. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. With respect to development and regulatory milestone payments, at the inception of the arrangement, the Company evaluates whether the associated event is considered probable of achievement and estimates the amount to be included in the transaction price using the most likely amount method. As part of the evaluation for development milestone payments, the Company considers several factors, including the stage of development of the targets included in the arrangement, the risk associated with the remaining development work required to achieve the milestone and whether or not the achievement of the milestone is within the Company’s control. Milestone payments that are not within the control of the Company or the licensee, such as those dependent upon receipt of regulatory approval, are not considered to be probable of achievement until the triggering event occurs. With respect to sales-based royalties and profit share payments, including milestone payments based upon the achievement of a certain level of product sales, wherein the license is deemed to be the sole or predominant item to which the payments relate, the Company recognizes revenue upon the later of: (i) when the related sales occur or (ii) when the performance obligation to which some or all of the payment has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any development cost reimbursements, development, regulatory or commercial milestones, royalty or profit share revenue resulting from its collaboration arrangement. The Company considered the existence of a significant financing component in its arrangement and has determined that a significant financing component does not exist, as a substantive business purpose exists to support the payment structure other than to provide a significant benefit of financing. The Company updates its assessment of the estimated transaction price, including the constraint on variable consideration, at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur. Any adjustments to the transaction price are recorded on a cumulative catch-up basis, which would affect revenue and net loss in the period of adjustment.

The Company generally allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. However, certain components of variable consideration are allocated specifically to one or more particular performance obligations to the extent both of the following criteria are met: (i) the terms of the payment relate specifically to the efforts to satisfy the performance obligation or transfer the distinct good or service and (ii) allocating the variable amount of consideration entirely to the performance obligation or the distinct good or service is consistent with the allocation objective of the standard whereby the amount allocated depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the promised goods or services. The Company develops assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The key assumptions utilized in determining the standalone selling price for each performance obligation include forecasted revenues, development timelines, estimated research and development costs, discount rates, likelihood of exercise and probabilities of technical and regulatory success.

Revenue is recognized based on the amount of the transaction price that is allocated to each respective performance obligation when or as the performance obligation is satisfied by transferring a promised good and/or service to the customer. For performance obligations that are satisfied at a point in time, the Company recognizes revenue when control of the goods and/or services is transferred to the customer. For performance obligations that are satisfied over time, the Company recognizes revenue by measuring the progress toward complete satisfaction of the performance obligation using a single method of measuring progress which depicts the performance in transferring control of the associated goods and/or services to the customer. The Company generally uses input methods to measure the progress toward the complete satisfaction of performance obligations satisfied over time. With respect to promises related to licenses to intellectual property that is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from amounts allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance

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obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and net loss in the period of adjustment.

The Company receives payments from its licensee in accordance with the contract. Up-front payments and fees are recorded as contract liabilities upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligations under the arrangement. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified in current liabilities. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as contract liabilities, net of current portion. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional.

Research and development expense

Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and benefits, overhead costs, contract services and other related costs. The value of goods and services received from contract research organizations and contract manufacturing organizations in the reporting period are estimated based on the level of services performed, and progress in the period in cases when the Company has not received an invoice from the supplier. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense.

Acquired in-process research and development (IPR&D)

If the Company acquires an asset or group of assets under an in-licensing arrangement that do not meet the definition of a business under FASB ASC Topic 805, Business Combinations (ASC 805), and the acquired IPR&D does not have an alternative future use, it is expensed on its acquisition date in accordance with guidance in FASB ASC Topic 730, Research and Development (ASC 730). Contingent payments for the assets acquired are expensed or capitalized based on the nature of the associated asset at the date the related contingency is resolved.

Patent costs

Costs to secure, defend and maintain patents are expensed as incurred due to the uncertainty of future benefits and are classified as general and administrative expenses.

Stock-based compensation

The Company issues stock-based awards to employees, directors and non-employee consultants and founders, generally in the form of stock options and restricted stock. The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation (ASC 718). ASC 718 requires share-based payments to employees and qualifying directors to be recognized as expense based on the fair value on the date of grant. On January 1, 2019, the Company early adopted ASU No. 2018-07, Compensation—Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07), which expands the scope of ASC 718 to include share-based payments to non-employees. In connection with the adoption of ASU 2018-07, the Company establishes the fair value of share-based payments to non-employees at the adoption date for existing awards, and at the grant date for new awards. Prior to the adoption of ASU 2018-07, the Company accounted for stock-based compensation awards to non-employees in accordance with FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees (ASC 505-50). ASC 505-50 required the fair value of non-employee awards to be remeasured at each reporting period prior to completion of the service, based on the then-current fair value.

The Company primarily issues stock options and restricted stock with service-based vesting conditions. Compensation expense related to awards to employees, directors and non-employees with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated requisite service period of the award, which is generally the vesting term. For awards to employees with performance-based vesting conditions and/or market conditions, the Company recognizes expense based on the grant date fair value over the associated requisite service period of the award using the accelerated attribution model if, and to the extent that, achievement is determined to be probable. If the actual achievement of the Company’s awards that contain performance-based conditions vary from management’s estimates, stock-based compensation expense could be

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materially different than what is recorded in the period. The cumulative effect on current and prior periods of a change in the estimated time to vesting for awards that contain performance-based conditions will be recognized as compensation cost in the current period. The Company recognizes forfeitures as they occur.

The Company determines the fair value of restricted stock awards in reference to the fair value of its common stock less any applicable purchase price. The Company estimates the fair value of its stock options granted with service-based and/or performance-based vesting conditions using the Black-Scholes option pricing model, which requires inputs of subjective assumptions, including: (i) the expected volatility of its common stock, (ii) the expected term of the award, (iii) the risk-free interest rate, (iv) expected dividends and (v) the fair value of its common stock. Due to the lack of a public market for the trading of its common stock and a lack of company-specific historical and implied volatility data, the Company bases the estimate of expected volatility on the historical volatilities of a representative group of publicly traded guideline companies. For these analyses, the Company selects companies with comparable characteristics and with historical share price information that approximates the expected term of the stock-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period that approximates the calculated expected term of its stock options. The Company will continue to apply this method until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. The Company estimates the expected term of its stock options granted to employees and directors using the simplified method, whereby the expected term equals the average of the vesting term and the original contractual term of the option. The Company utilizes this method as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. Similarly, following the adoption of ASU 2018-07 on January 1, 2019, the Company has elected to use the expected term for stock options granted to non-employees, using the simplified method, as the basis for the expected term assumption. However, the Company may elect to use either the contractual term or the expected term for stock options granted to non-employees on an award-by-award basis. Prior to the adoption of ASU 2018-07, for stock options granted to non-employees, the Company utilized the contractual term of the option as the basis for the expected term assumption. For the determination of the risk-free interest rates, the Company utilizes the U.S. Treasury yield curve for instruments in effect at the time of measurement with a term commensurate with the expected term assumption. The expected dividend yield is assumed to be zero as the Company has never paid dividends and does not have current plans to pay any dividends on its common stock. Historically, for periods prior to the proposed initial public offering, the fair value of equity instruments underlying the Company’s stock-based awards was determined on each grant date by its board of directors based on valuation estimates from management considering its most recently available independent third-party valuation of such equity instruments. The Company’s board of directors, or the compensation committee thereof, also assessed and considered, with input from management, additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the grant date.

The Company estimates the fair value of stock options granted with market conditions using a Monte Carlo simulation approach. The Monte Carlo simulation approach contemplates various scenarios under which the specified market conditions could be achieved, which requires inputs of subjective assumptions, including the expected volatility of the Company’s stock price and interest rates to generate potential future outcomes. These variables are projected based on the Company’s historical data, experience, and other factors.

The Company classifies stock-based compensation expense in the consolidated statements of operations in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified, as applicable.

Income taxes

Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes (ASC 740), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

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Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company makes estimates and judgments about future taxable income based on assumptions that are consistent with the Company’s plans and estimates. Should the actual amounts differ from these estimates, the amount of the Company’s valuation allowance could be materially impacted. Changes in these estimates may result in significant increases or decreases to the tax provision in a period in which such estimates are changed, which in turn would affect net income or loss.

The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit to the extent that the position is more likely than not to be sustained on examination by the taxing authorities based on the technical merits of the position as well as consideration of the available facts and circumstances. The Company records interest and penalties related to uncertain tax positions, if applicable, as a component of income tax expense.

Comprehensive loss

Comprehensive loss includes net loss as well as other changes in stockholders’ (deficit) equity that result from transactions and economic events other than those with stockholders. There was no difference between net loss and comprehensive loss presented in the accompanying consolidated financial statements for the year ended December 31, 2017 or the three months ended March 31, 2018 (unaudited). For the year ended December 31, 2018 and the three months ended March 31, 2019 (unaudited), other comprehensive (loss) income included unrealized gains and losses on investments.

Net loss per share

The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (losses) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in the earnings as if all income (losses) for the period had been distributed. During periods of loss, there is no allocation required under the two-class method since the participating securities do not have a contractual obligation to fund the losses of the Company.

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, which excludes shares of restricted common stock that are not vested. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including the effect of potentially dilutive common shares. For purpose of this calculation, outstanding options to purchase shares of common stock, unvested shares of restricted common stock and shares of redeemable convertible preferred stock are considered potentially dilutive common shares. The Company has generated a net loss in all periods presented so the basic and diluted net loss per share attributable to common stockholders are the same, as the inclusion of the potentially dilutive securities would be anti-dilutive.

Subsequent events (unaudited)

The Company considers events and transactions that occur after the balance sheet date but prior to the issuance of the consolidated financial statements for potential recognition or disclosure in the consolidated financial statements. Subsequent events have been evaluated through April 29, 2019, the date the consolidated financial statements were issued, for potential recognition or disclosure in the consolidated financial statements.

Emerging growth company status

The Company is an “emerging growth company” (EGC), as defined in the Jumpstart Our Business Startups Act (JOBS Act), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards, and as a result of this election, the consolidated financial statements may not be comparable to companies that

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comply with public company FASB standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of an offering or such earlier time that it is no longer an EGC.

Recent accounting pronouncements

Recently adopted accounting pronouncements

In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07), which is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance generally consistent with the accounting for employee share-based compensation. The Company early adopted this standard on January 1, 2019 to simplify the accounting for its non-employee option awards, and recorded a cumulative-effect adjustment as of the date of adoption based on the revaluation of the unvested portion of outstanding non-employee option awards on such date. The adoption of this standard did not have a material impact on the Company’s financial position or results of operations.

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash (ASU 2016-18). ASU 2016-18 clarifies how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item in the balance sheet the line items and amounts of such balances should be presented on the face of the statement of cash flows or disclosed in the footnotes. The total of the amounts reported in the balance sheet should sum to the total of the amounts presented in the statement of cash flows. The Company early adopted this standard on January 1, 2018 on a retrospective basis to all periods presented. The Company’s consolidated statements of cash flows include restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on such statements. A reconciliation of the cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the amounts shown in the statement of cash flows is as follows (in thousands):

	YEAR ENDED DECEMBER 31,				THREE MONTHS ENDED MARCH 31,
	2017		2018		2018		2019
					(Unaudited)		(Unaudited)
Cash and cash equivalents	$	127,267	$	18,093	$	118,455	$	56,522
Restricted cash		367		367		367		4,536
Total cash, cash equivalents and restricted cash as shown in the statement of cash flows	$	127,634	$	18,460	$	118,822	$	61,058

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (ASU 2017-01), which clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired, or disposed of, is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The Company adopted this standard as of January 1, 2018, with prospective application to any business development transactions on or after the adoption date. The adoption of this standard did not have a material impact on the Company’s financial position or results of operations upon adoption.

In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting (ASU 2017-09). This guidance is intended to provide clarity and reduce diversity in practice as to when changes to the terms or conditions of share-based payments are accounted for as modifications. Under this new guidance, entities will apply modification accounting if the fair value, vesting conditions or classification of the award changes. The Company adopted this standard as of January 1, 2018, with prospective application to awards modified on or after the adoption date. The adoption of this standard did not have a material impact on the Company’s financial position or results of operations upon adoption.

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In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which amends the existing accounting standards for revenue recognition. The FASB has issued several updates to the standard which: (i) clarify the application of the principal versus agent guidance, (ii) clarify the guidance relating to performance obligations and licensing, (iii) clarify the assessment of the collectability criterion, presentation of sales taxes, measurement date for non-cash consideration and completed contracts and (iv) clarify the narrow aspects of Topic 606 or correct unintended application of the guidance (collectively, ASC 606). ASC 606 is based on principles that govern the recognition of revenue at an amount to which an entity expects to be entitled when products and/or services are transferred to customers. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company adopted this standard as of January 1, 2019 in connection with its first revenue arrangement entered into on January 2, 2019. The adoption of this standard did not have an impact on the Company’s financial position or results of operations upon adoption, as to date, it applies only to the Company’s revenue arrangement with Jazz entered into subsequent to the date of adoption.

In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 (ASU 2018-18). The main provisions of ASU 2018-18 include: (i) clarifying that certain transactions between collaborative arrangement participants should be accounted for as revenue when the collaborative arrangement participant is a customer in the context of a unit of account and (ii) precluding the presentation of transactions with collaborative arrangement participants that are not directly related to sales to third parties together with revenue. The Company adopted this standard as of January 1, 2019 concurrent with the Company’s initial application of ASC 606 in connection with its first revenue arrangement entered into on January 2, 2019. Such arrangement was not determined to be within the scope of ASC 808—Collaborative Arrangements, and, therefore, the adoption of this standard did not have an impact on the Company’s financial position or results of operations upon adoption.

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On November 5, 2018, the U.S. Securities and Exchange Commission (SEC)’s release, Disclosure Update and Simplification, became effective. The included amendments are intended to simplify and update the SEC’s disclosure requirements and eliminate duplicative disclosures between the SEC rules and GAAP. The amendments include new interim financial statement disclosures to reconcile the beginning balance to the ending balance in stockholders’ equity for each period for which an income statement is required to be filed. Accordingly, the reconciliation of the beginning balance to the ending balance in redeemable convertible preferred stock and stockholders’ deficit for the three months ended March 31, 2018 is as follows (unaudited):

	SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK				SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK				SERIES C REDEEMABLE CONVERTIBLE PREFERRED STOCK				COMMON STOCK				ADDITIO- NAL PAID-IN CAPITAL			ACCUM- ULATED DEFICIT			TOTAL STOCK- HOLDERS’ DEFICIT
	SHARES		AMOUNT		SHARES		AMOUNT		SHARES		AMOUNT		SHARES		AMOUNT
Balance at December 31, 2017		33,200,000	$	41,738		20,395,830	$	70,735		20,204,079	$	77,263		20,143,296	$	2	$	—		$	(60,422	)	$	(60,420	)
Issuance of Series B redeemable convertible preferred stock in conjunction with sponsored research agreement		—		—		20,833		73		—		—		—		—		—			—			—
Accretion of redeemable convertible preferred stock to redemption value		—		—		—		1,208		—		1,509		—		—		(1,659	)		(1,058	)		(2,717	)
Vesting of restricted common stock		—		—		—		—		—		—		624,996		—		—			—			—
Stock-based compensation expense		—		—		—		—		—		—		—		—		1,659			—			1,659
Net loss		—		—		—		—		—		—		—		—		—			(9,531	)		(9,531	)
Balance at March 31, 2018		33,200,000	$	41,738		20,416,663	$	72,016		20,204,079	$	78,772		20,768,292	$	2	$	—		$	(71,011	)	$	(71,009	)

Recently issued accounting pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), Amendments to the FASB Accounting Standards Codification (ASC 842), which replaces the existing guidance for leases. ASC 842 requires the identification of arrangements that should be accounted for as leases by lessees. In general, for lease arrangements exceeding a twelve-month term, these arrangements must now be recognized as assets and liabilities on the balance sheet of the lessee. Under ASC 842, a right-of-use asset and lease obligation will be recorded for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption of ASC 842 must be calculated using the applicable incremental borrowing rate at the date of adoption. This guidance is effective for the Company on January 1, 2020, with early adoption permitted. The Company is currently assessing the potential impact that ASC 842 may have on its consolidated financial statements and related disclosures.

In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (ASU 2017-11). Part I of this standard applies to entities that issue financial instruments such as warrants, convertible debt or convertible preferred stock that contain down-round features. Part II of this standard replaces the indefinite deferral for certain mandatorily redeemable noncontrolling interests

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and mandatorily redeemable financial instruments of nonpublic entities contained within ASC Topic 480 with a scope exception and does not impact the accounting for these mandatorily redeemable instruments. ASU 2017-11 is effective for the Company on January 1, 2020, with early adoption permitted. The Company is currently evaluating the potential impact that ASU 2017-11 may have on its consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13), which modifies the disclosure requirements on fair value measurements with respect to Level 3 rollforwards, timing of liquidation of investments in certain entities that calculate net asset value, and measurement uncertainty. ASU 2018-13 is effective for the Company on January 1, 2020, with early adoption permitted. The Company is currently evaluating the potential impact that ASU 2018-13 may have on its consolidated financial statements and related disclosures.

3. Fair value measurements

The following tables present information about the Company’s assets measured at fair value on a recurring basis, and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands):

	DECEMBER 31, 2017
	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3		NOT SUBJECT TO LEVELING (1)
Assets:
Cash equivalents:
Money market funds	$	126,767	$	—	$	—	$	—	$	126,767
	$	126,767	$	—	$	—	$	—	$	126,767

	DECEMBER 31, 2018
	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3		NOT SUBJECT TO LEVELING (1)
Assets:
Cash equivalents:
Money market funds	$	17,508	$	—	$	—	$	—	$	17,508
Investments:
U.S. Treasury bonds		70,771		—		70,771		—		—
	$	88,279	$	—	$	70,771	$	—	$	17,508

	MARCH 31, 2019
	(Unaudited)
	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3		NOT SUBJECT TO LEVELING (1)
Assets:
Cash equivalents:
Money market funds	$	51,422	$	—	$	—	$	—	$	51,422
Investments:
U.S. Treasury bonds		72,007		—		72,007		—		—
	$	123,429	$	—	$	72,007	$	—	$	51,422

⁽¹⁾  Certain cash equivalents that are valued using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

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As of December 31, 2017 and 2018 and March 31, 2019 (unaudited), the Company’s cash equivalents consisted of money market funds invested in U.S. Treasury securities with original maturities of less than 90 days from the date of purchase.

The fair value of the Company’s investments, which consisted of U.S. Treasury bonds as of December 31, 2018 and March 31, 2019 (unaudited), were determined using Level 2 inputs. During the years ended December 31, 2017 and 2018 and the three months ended March 31, 2019 (unaudited), there were no transfers between Level 1, Level 2 and Level 3.

4. Investments

The fair value of available-for-sale investments by type of security was as follows (in thousands):

	DECEMBER 31, 2018
	AMORTIZED COST		GROSS UNREALIZED GAIN		GROSS UNREALIZED LOSS			FAIR VALUE
Investments:
U.S. Treasury bonds	$	70,780	$	—	$	(9	)	$	70,771
	$	70,780	$	—	$	(9	)	$	70,771

	MARCH 31, 2019
	(Unaudited)
	AMORTIZED COST		GROSS UNREALIZED GAIN		GROSS UNREALIZED LOSS		FAIR VALUE
Investments:
U.S. Treasury bonds	$	71,986	$	21	$	—	$	72,007
	$	71,986	$	21	$	—	$	72,007

The Company did not hold investments as of December 31, 2017.

Investments with original maturities of less than 90 days are included in cash and cash equivalents on the consolidated balance sheets and are not included in the table above. Investments with maturities of less than 12 months are considered current and those investments with maturities greater than 12 months are considered non-current. All of the Company’s investments held as of December 31, 2018 and March 31, 2019 (unaudited) had original contractual maturities of less than 12 months.

The Company had 14 investments in an unrealized loss position as of December 31, 2018 with a fair value of $61.8 million. These investments were in a loss position for less than 12 months and the Company considered the loss to be temporary in nature. Furthermore, the aggregate of individual unrealized losses as of December 31, 2018 was not significant. As of December 31, 2018, the Company did not intend to sell, and it was not more likely than not that the Company would be required to sell, the investments that were in an unrealized loss position before recovery of their amortized cost basis. The Company did not have any investments in an unrealized loss position as of March 31, 2019 (unaudited).

The Company did not recognize any realized gains or losses for the year ended December 31, 2018 or the three months ended March 31, 2019 (unaudited) relating to its available-for-sale investments.

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5. Property and equipment, net

Property and equipment, net, consisted of the following (in thousands):

	DECEMBER 31,						MARCH 31,
	2017			2018			2019
							(Unaudited)
Computer equipment and software	$	77		$	93		$	94
Furniture and fixtures		197			197			197
Laboratory equipment		4,631			6,513			7,297
Leasehold improvements		2,403			2,403			2,403
Construction in progress		219			63			330
		7,527			9,269			10,321
Less: Accumulated depreciation and amortization		(1,629	)		(3,355	)		(3,838	)
	$	5,898		$	5,914		$	6,483

Depreciation and amortization expense related to property and equipment for the years ended December 31, 2017 and 2018 and the three months ended March 31, 2018 and 2019 was $1.4 million, $1.7 million, $0.4 million (unaudited) and $0.5 million (unaudited), respectively.

6. Restricted cash

As of December 31, 2017 and 2018, the Company had restricted cash of $0.4 million, held as a letter of credit issued by an FDIC-insured financial institution as a security deposit, as required under the Company’s 500 Technology Square lease agreement. As of March 31, 2019, the Company had restricted cash of $4.5 million (unaudited), held as letters of credit issued by an FDIC-insured financial institution as security deposits, as required under the Company’s 500 Technology Square, 4 Hartwell Place and 35 Cambridgepark Drive lease agreements.

Restricted cash was classified as a non-current asset on the consolidated balance sheets because the associated lease terms expire more than 12 months from the respective consolidated balance sheet date.

7. Accrued expenses

Accrued expenses consisted of the following (in thousands):

	DECEMBER 31,				MARCH 31,
	2017		2018		2019
					(Unaudited)
Accrued employee compensation	$	1,428	$	2,183	$	1,639
Accrued external research and development costs		716		702		898
Accrued professional services and consulting		201		989		1,384
Other accrued expenses		53		98		280
	$	2,398	$	3,972	$	4,201

8. Commitments and contingencies

Lease obligations

500 Technology Square

The Company leases building space at 500 Technology Square in Cambridge, Massachusetts (the 500 Tech Square Lease). Under the terms of the 500 Tech Square Lease, the Company leases approximately 19,823 square feet for

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$1.5 million per year in base rent, which is subject to a 2.5% annual rent increase plus certain operating expenses and taxes. The Company accounts for this lease as an operating lease. Rent expense is recognized on a straight-line basis over the lease term. The lease commenced on December 28, 2016 and expires on December 31, 2021. The Company has the option to extend the lease term for one five-year extension period on the same terms and conditions as the current lease, subject to a change in base rent based on market rates. Upon execution of the lease agreement, the Company provided a security deposit of $0.4 million which is held in the form of a letter of credit and is classified as non-current restricted cash on the consolidated balance sheets. The lease provides the Company with a tenant improvement allowance of $1.2 million, which is recognized as deferred rent on the consolidated balance sheets and is being amortized as a reduction to rent expense on a straight-line basis over the lease term. Costs incurred related to the allowance will be capitalized as leasehold improvements.

4 Hartwell Place

On March 5, 2019, the Company entered into a non-cancelable property lease for manufacturing space at 4 Hartwell Place in Lexington, Massachusetts (the 4 Hartwell Lease). Under the terms of the 4 Hartwell Lease, the Company leases approximately 18,707 square feet for $0.9 million per year in base rent, which is subject to a 3.0% annual rent increase during the initial lease term, plus certain operating expenses and taxes. The Company accounts for this lease as an operating lease. Rent expense will be recognized on a straight-line basis over the lease term. The lease term is expected to commence in July 2019, when the Company is granted control of the physical use of the space, and end in December 2029. The Company has the option to extend the lease twice, each for a 5-year period, on the same terms and conditions as the current lease, subject to a change in base rent based on market rates. The Company intends to fully occupy the space in early 2020. Upon execution of the lease agreement, the Company provided a security deposit of $0.4 million which is held in the form of a letter of credit and is classified as non-current restricted cash on the consolidated balance sheets. The lease provides the Company with a tenant improvement allowance of up to $1.3 million, which will be recognized as deferred rent on the consolidated balance sheets when such costs are incurred and eligible for reimbursement from the landlord, and will be amortized as a reduction to rent expense on a straight-line basis over the remaining lease term. Costs incurred related to the allowance will be capitalized as leasehold improvements.

35 CambridgePark Drive (unaudited)

On March 22, 2019, the Company entered into a non-cancelable property lease for office and laboratory space at 35 CambridgePark Drive in Cambridge, Massachusetts (the 35 CambridgePark Lease). Under the terms of the 35 CambridgePark Lease, the Company leases approximately 68,258 square feet for $4.9 million per year in base rent, which is subject to a 3.0% annual rent increase during the initial lease term, plus certain operating expenses and taxes. The Company accounts for this lease as an operating lease. The lease term commenced upon execution of the lease by both parties on March 26, 2019 when the Company was granted control of the physical use of the space, and is expected to end in November 2029. The Company has the option to extend the lease for a 10-year period on the same terms and conditions as the current lease, subject to a change in base rent based on market rates. The Company intends to occupy the space in early 2020 as its new corporate headquarters. Upon execution of the lease agreement, the Company provided a security deposit of $3.7 million which is held in the form of a letter of credit and is classified as non-current restricted cash on the consolidated balance sheets. The lease provides the Company with a tenant improvement allowance of up to $12.3 million, subject to reduction for a 2% construction oversight fee due to the landlord, which will be recognized as deferred rent on the consolidated balance sheets when such costs are incurred and eligible for reimbursement from the landlord, and will be amortized as a reduction to rent expense on a straight-line basis over the remaining lease term. Costs incurred related to the allowance will be capitalized as leasehold improvements.

Rent expense and minimum lease payments

The Company recognized rent expense of $1.2 million for each of the years ended December 31, 2017 and 2018, and $0.3 million (unaudited) and $0.4 million (unaudited) for the three months ended March 31, 2018 and 2019, respectively.

F-24

Future minimum lease payments for the Company’s lease agreements as of December 31, 2018 and March 31, 2019 were as follows (in thousands):

	MINIMUM LEASE PAYMENTS
YEAR ENDED DECEMBER 31,	DECEMBER 31, 2018		MARCH 31, 2019
			(Unaudited)
2019	$	1,541	$	1,671
2020		1,580		7,352
2021		1,619		7,564
2022		—		6,123
2023		—		6,307
Thereafter		—		41,474
	$	4,740	$	70,491

Purchase commitments

Under the Company’s Sponsored Research Agreement with the University of Texas MD Anderson Cancer Center (MDACC), as amended, the Company is obligated to pay fixed quarterly cash payments to MDACC over the term of the agreement, which expires in February 2021. Under the terms of the agreement, the Company will pay MDACC a fixed amount in cash to fund the procurement of research and development resources, including equipment, materials and personnel (Direct Expenses) and an additional fixed amount in cash at the rate of 25% of Direct Expenses (Overhead Charges).

As of December 31, 2018 and March 31, 2019, the Company’s future cash payments under this agreement were as follows (in thousands):

	SPONSORED RESEARCH AGREEMENT
YEAR ENDED DECEMBER 31,	DECEMBER 31, 2018		MARCH 31, 2019
			(Unaudited)
2019	$	1,563	$	1,172
2020		1,563		1,563
2021		130		130
2022		—		—
2023		—		—
Thereafter		—		—
	$	3,256	$	2,865

The Company is also obligated to make additional quarterly payments pursuant to the Sponsored Research Agreement, as amended, payable in the form of a fixed number of the Company’s Series B redeemable convertible preferred stock throughout the remainder of the agreement, which expires in February 2021.

Under the Sponsored Research Agreement, as amended, the Company can terminate for convenience subject to certain trailing obligations.

The Company also has a license agreement with MDACC under which the Company is obligated to pay milestone payments upon the achievement of development, regulatory and commercial milestones and payments upon the execution of sublicenses for qualifying products, in addition to potential royalty payments on commercial products. Furthermore, the Company is obligated to make a one-time payment to MDACC of an amount ranging from

F-25

$20.0 million to $150.0 million, if by November 12, 2019, the Company is acquired or the Company closes an equity financing, which includes this offering, and the price per share in such acquisition or equity financing (defined as the average of the closing sale prices for our common stock for the 30 consecutive trading days immediately preceding the closing), is equal to or in excess of the agreed upon price triggers equating to Company valuations of approximately $1.4 billion to $5.8 billion. If these payments were to be triggered the Company may elect, at its sole discretion, to make such payments in cash or by the issuance of its common stock. Further, all amounts paid to MDACC for royalties, milestones, and sublicensing consideration will be credited against any such payments that become due. Due to the variable and contingent nature of these payments, they are excluded from the table above.

Additionally, the Company has a license agreement with Kayla Therapeutics S.A.S. (Kayla) under which the Company is obligated to pay milestone payments upon the achievement of development and regulatory milestones and payments upon execution of sublicenses, in addition to potential royalty payments on commercial products. Due to the variable and contingent nature of these payments, they are excluded from the table above.

Purchase orders

The Company has agreements with third parties for various services, including services related to preclinical operations and support, for which the Company is not contractually able to terminate for convenience to avoid future obligations to the vendors. Certain agreements provide for termination rights subject to termination fees or wind down costs. Under such agreements, the Company is contractually obligated to make certain payments to vendors, primarily to reimburse them for their unrecoverable outlays incurred prior to cancelation. The actual amounts the Company could pay in the future to the vendors under such agreements may differ from the purchase order amounts due to cancellation provisions.

Indemnification agreements

The Company enters into standard indemnification agreements and/or indemnification sections in other agreements in the ordinary course of business. Pursuant to the agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company’s business partners. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. The Company does not believe that the outcome of any existing claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it had not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2017 or 2018 or March 31, 2019 (unaudited).

Legal proceedings

The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of FASB ASC Topic 450, Contingencies. The Company expenses as incurred the costs related to its legal proceedings.

9. Common stock

As of December 31, 2017 and 2018 and March 31, 2019 (unaudited), the Company’s Third Amended and Restated Certificate of Incorporation (the Certificate of Incorporation) authorized the Company to issue 120,000,000 shares of $0.0001 par value common stock.

Prior to November 17, 2017, the authorized capital stock of the Company included two designated classes of common stock, par value $0.0001 per share, comprising Class A Common Stock and Class F Common Stock. On January 21, 2016, all of the authorized and outstanding shares of Class F Common Stock were converted into shares of Class A Common Stock upon the close of the Company’s Series B redeemable convertible preferred stock financing round. On November 17, 2017, the Company amended its Certificate of Incorporation to simplify its capital structure. As a result of this change, each share of issued and outstanding Class A Common Stock became one share of common stock of the Company, creating a single class of common stock. These changes were administrative in nature and not consequential, with no change in the underlying value of the shares. As there was

F-26

no incremental value associated with the modification of the stock, there were no accounting implications resulting from this change.

The voting, dividend and liquidation rights of the holders of shares of common stock are subject to and qualified by the rights, powers and preferences of the holders of shares of the Company’s redeemable convertible preferred stock. The rights, preferences and privileges of the Company’s common stock are as follows:

Voting

The holders of shares of common stock are entitled to one vote for each share of common stock held on all matters submitted to a vote of the Company’s stockholders.

Dividends

The holders of shares of common stock are not entitled to receive dividends.

Liquidation

After the payment of all preferential amounts required to be paid to the holders of shares of the Company’s redeemable convertible preferred stock, the remaining assets of the Company available for distribution to its stockholders will be distributed among the holders of the shares of common stock, pro rata based on the number of shares held by each such holder.

Shares reserved

The Company had the following shares of common stock reserved for future issuance:

	DECEMBER 31,				MARCH 31,
	2017		2018		2019
					(Unaudited)
Series A redeemable convertible preferred stock		33,200,000		33,200,000		33,200,000
Series B redeemable convertible preferred stock		20,395,830		20,479,162		20,499,995
Series C redeemable convertible preferred stock		20,204,079		20,204,079		20,204,079
Common stock reserved for exercises of outstanding stock options issued under the 2015 Stock Option and Grant Plan, as amended		14,422,004		22,544,061		26,868,597
Common stock reserved for issuances under the 2015 Stock Option and Grant Plan, as amended		2,577,996		2,354,392		3,042,819
		90,799,909		98,781,694		103,815,490

10. Redeemable convertible preferred stock

As of December 31, 2017 and 2018 and March 31, 2019 (unaudited), the Certificate of Incorporation authorized the Company to issue 74,804,100 shares of $0.0001 par value redeemable convertible preferred stock, of which 33,200,000 shares have been designated as Series A (the Series A Preferred Stock), 21,400,000 shares have been designated as Series B (the Series B Preferred Stock), and 20,204,100 shares have been designated as Series C (the Series C Preferred Stock) (collectively, the Redeemable Convertible Preferred Stock).

On November 12, 2015, the Company entered into a Series A and Series B Preferred Stock Purchase Agreement (the Stock Purchase Agreement). On November 12, 2015, the Company issued 29,700,000 shares of Series A Preferred Stock at $1.00 per share for aggregate cash proceeds of $29.7 million, less issuance costs of $0.2 million. In connection with the financing, the Company settled all of its previously outstanding convertible notes with principal totaling $1.3 million through the issuance of 1,300,000 shares of Series A Preferred Stock, pursuant to the original terms of the underlying debt (the 2015 Notes). The Stock Purchase Agreement obligated the investors in the Series A Preferred Stock to purchase, and the Company to sell, a specified number of shares of Series B Preferred Stock at a predetermined price, seventy days following the close of the Series A Preferred Stock financing round (the Series B Forward Contract).

F-27

On January 21, 2016, the Company issued 20,333,331 shares of Series B Preferred Stock at $3.00 per share for aggregate cash proceeds of $61.0 million, less issuance costs of less than $0.1 million. The Series B Forward Contract was settled upon the closing of the Series B Preferred Stock financing round.

The Company concluded that the Series B Forward Contract met the definition of a freestanding financial instrument, as it was legally detachable and separately exercisable from the Series A Preferred Stock. Therefore, the Series B Forward Contract was measured at fair value at each reporting period based on a forward contract model that considered the estimated fair value of the Series B Preferred Stock at the valuation date, the remaining time to maturity, a risk-free rate commensurate with the remaining time to maturity, and the exercise price based on the contractual terms. The purchase price exceeded the estimated fair value of the Series B Preferred Stock at the expected settlement date resulting in an asset. The aggregate fair value of the Series B Forward Contract totaling $8.3 million was recorded as part of the consideration received for the Series A Preferred Stock sale on November 12, 2015 and was recorded against the Series B Preferred Stock carrying value upon settlement on January 21, 2016.

On November 17, 2017, the Company issued 20,204,079 shares of Series C Preferred Stock at $3.7876 per share for aggregate cash proceeds of $76.5 million, less issuance costs of $0.2 million. The issuance of the Series C Preferred Stock resulted in changes to certain terms of the Series A Preferred Stock and Series B Preferred Stock, primarily to align the rights of all preferred stockholders in a liquidation scenario. The Company concluded such changes lacked sufficient significance and therefore were consistent with a modification rather than an extinguishment. These changes were administrative in nature and not consequential, with no change in the underlying value of the shares. Since the Company concluded there was no incremental value associated with the modification, there was no impact to the accounting for the Series A Preferred Stock or the Series B Preferred Stock.

The Company assessed each series of Redeemable Convertible Preferred Stock for any embedded derivatives. The Company determined that each series of Redeemable Convertible Preferred Stock represented an equity host under FASB ASC Topic 815, Derivatives and Hedging (ASC 815). The Company’s analysis was based on a consideration of all stated and implied substantive terms and features of each hybrid financial instrument and weighing those terms and features on the basis of the relevant facts and circumstances. None of the embedded features in the Redeemable Convertible Preferred Stock require bifurcation because either they are considered to be clearly and closely related to the preferred equity host, or they do not meet the net settlement characteristic of a derivative.

The Company accounts for potentially beneficial conversion features under FASB ASC Topic 470-20, Debt with Conversion and Other Options (ASC 470-20). At the time of the issuance of the Redeemable Convertible Preferred Stock, the Company’s common stock into which each series of the Company’s Redeemable Convertible Preferred Stock is convertible had an estimated fair value less than the effective conversion price of the Redeemable Convertible Preferred Stock. Therefore, there was no intrinsic value on the respective commitment dates. As such, the Company concluded there are no beneficial conversion features associated with the Redeemable Convertible Preferred Stock.

In accordance with the guidance in FASB ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), the Company’s Redeemable Convertible Preferred Stock is classified outside of stockholders’ (deficit) equity because the shares contain redemption features that are not solely within the control of the Company. Pursuant to the guidance in ASC 480, the Company has recorded the shares upon issuance at their fair value or original issuance price less issuance costs, as stipulated by their terms, and has elected to recognize changes in redemption value immediately as they occur through adjustments to the carrying amounts of the instruments at the end of each reporting period. The Company will record accretion to the carrying value of the Redeemable Convertible Preferred Stock to equal redemption value at the end of each reporting period unless the carrying value exceeds the redemption value at such date. In the case of the Series A Preferred Stock, as of December 31, 2017 and 2018 the carrying value exceeded the redemption value; therefore, no accretion of dividends was recorded.

F-28

The Company’s Redeemable Convertible Preferred Stock consisted of the following (in thousands, except share amounts):

	AS OF DECEMBER 31, 2017
	PREFERRED SHARES AUTHORIZED		PREFERRED SHARES ISSUED AND OUTSTANDING		CARRYING VALUE		LIQUIDATION PREFERENCE		COMMON STOCK ISSUABLE UPON CONVERSION
Series A		33,200,000		33,200,000	$	41,738	$	38,857		33,200,000
Series B		21,400,000		20,395,830		70,735		70,673		20,395,830
Series C		20,204,100		20,204,079		77,263		77,263		20,204,079
		74,804,100		73,799,909	$	189,736	$	186,793		73,799,909

	AS OF DECEMBER 31, 2018
	PREFERRED SHARES AUTHORIZED		PREFERRED SHARES ISSUED AND OUTSTANDING		CARRYING VALUE		LIQUIDATION PREFERENCE		COMMON STOCK ISSUABLE UPON CONVERSION
Series A		33,200,000		33,200,000	$	41,738	$	41,513		33,200,000
Series B		21,400,000		20,479,162		75,900		75,827		20,479,162
Series C		20,204,100		20,204,079		83,385		83,385		20,204,079
		74,804,100		73,883,241	$	201,023	$	200,725		73,883,241

	AS OF MARCH 31, 2019
	(Unaudited)
	PREFERRED SHARES AUTHORIZED		PREFERRED SHARES ISSUED AND OUTSTANDING		CARRYING VALUE		LIQUIDATION PREFERENCE		COMMON STOCK ISSUABLE UPON CONVERSION
Series A		33,200,000		33,200,000	$	42,167	$	42,167		33,200,000
Series B		21,400,000		20,499,995		77,201		77,102		20,499,995
Series C		20,204,100		20,204,079		84,894		84,894		20,204,079
		74,804,100		73,904,074	$	204,262	$	204,163		73,904,074

The rights, preferences and privileges of the Redeemable Convertible Preferred Stock are as follows:

Voting

On any matter presented to the stockholders for their action or consideration, each holder of outstanding shares of Redeemable Convertible Preferred Stock is entitled to cast the number of votes equal to the number of shares of the Company’s common stock into which the shares of Redeemable Convertible Preferred Stock are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as otherwise provided, holders of the Company’s Redeemable Convertible Preferred Stock will vote together with the holders of the Company’s common stock as a single class. The holders of the Company’s Redeemable Convertible Preferred Stock, exclusively and as a single class on an as-converted basis, are entitled to elect two members of the Company’s board of directors.

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A vote constituting 60% of the outstanding shares of Redeemable Convertible Preferred Stock, voting as a single class on an as-converted basis, is required to liquidate or dissolve the Company, effect a merger, amend the Certificate of Incorporation or By-Laws, create shares that would rank senior to or authorize additional shares of Redeemable Convertible Preferred Stock, reclassify or alter any of the existing securities of the Company, authorize or issue any debt security of $1.0 million or more, change the amount of capital stock held in any direct or indirect subsidiary, declare a dividend or make a distribution (except for a dividend or distribution on Redeemable Convertible Preferred Stock), or change the authorized number of directors constituting the Company’s board of directors.

Dividends

The holders of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock are entitled to receive dividends at a rate per annum of $0.08, $0.24, and $0.303 per share, respectively, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Redeemable Convertible Preferred Stock (the Accruing Dividends). Dividends accrue from day to day, whether or not declared, and are cumulative, although the Accruing Dividends are payable only when, as, and if declared by the board of directors. Additionally, Accruing Dividends are payable upon liquidation, dissolution, or winding up of the Company, or a Deemed Liquidation Event (as defined in the Certificate of Incorporation) and upon redemption, whether or not declared. As of March 31, 2019, no dividends have been declared or paid by the Company since its inception (unaudited). The Company’s cumulative dividends on its Redeemable Convertible Preferred Stock were as follows (in thousands):

	AS OF DECEMBER 31,				AS OF MARCH 31,
	2017		2018		2019
					(Unaudited)
Series A	$	5,657	$	8,313	$	8,967
Series B		9,486		14,389		15,601
Series C		738		6,860		8,369
	$	15,881	$	29,562	$	32,937

No dividends may be declared, paid or set aside to any other class or series of capital stock unless, in addition to obtaining any consents otherwise required by the Certificate of Incorporation, the holders of the Redeemable Convertible Preferred Stock first receive a dividend on each outstanding share in an amount at least equal to the sum of: (i) all accrued and unpaid dividends and (ii) in the case of a dividend being distributed to common stock or any class or series that is convertible into common stock, the equivalent dividend on an as-converted basis or (iii) in the case of a dividend being distributed on a series or class not convertible into common stock, an additional dividend equal to a dividend rate on each series of Redeemable Convertible Preferred Stock calculated based on the respective original issue price of $1.00 per share for the Series A Preferred Stock, $3.00 per share for the Series B Preferred Stock and $3.7876 per share for the Series C Preferred Stock (collectively, the Original Issue Price).

Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, or upon the occurrence of a Deemed Liquidation Event, as defined in the Certificate of Incorporation, the holders of shares of Redeemable Convertible Preferred Stock then outstanding are entitled, on a pari passu basis, to be paid out of the assets of the Company available for distribution to stockholders before any payment is made to the holders of common stock, an amount per share equal to the greater of: (i) the applicable Original Issue Price for such series, plus any dividends accrued but unpaid thereon whether or not declared, together with any other dividends declared but unpaid thereon, or (ii) the amount per share as would have been payable in respect of each share of the Redeemable Convertible Preferred Stock, had each such share been converted into common stock immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event. In the event the assets of the Company available for distribution to stockholders are insufficient to pay the holders of shares of Redeemable Convertible Preferred Stock the full amount to which they are entitled, the holders of shares of Redeemable Convertible Preferred Stock will share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable if it were paid in full.

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Conversion

Each share of Redeemable Convertible Preferred Stock is convertible at the option of the holder, at any time, and without the payment of additional consideration by the holder, into the number of fully paid and non-assessable shares of common stock as is determined by dividing the applicable Original Issue Price for such shares, by the applicable conversion price. The applicable conversion prices are initially equal to $1.00 per share for Series A Preferred Stock, $3.00 per share for Series B Preferred Stock, and $3.7876 per share for Series C Preferred Stock, each subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization and other adjustments as set forth in the Company’s Certificate of Incorporation.

Each share of Redeemable Convertible Preferred Stock will be automatically converted into shares of the Company’s common stock at the applicable conversion ratio then in effect upon either: (i) the closing of the sale of shares of the Company’s common stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement, resulting in at least $75.0 million of gross proceeds, or (ii) the vote or written consent of at least 60% of the holders of the Redeemable Convertible Preferred Stock, voting as a single class.

Redemption

The shares of Redeemable Convertible Preferred Stock will be redeemed by the Company at a price equal to the applicable Original Issue Price per share, plus any Accruing Dividends accrued but unpaid thereon (whether or not declared), together with any other dividends declared but unpaid thereon, in three annual installments commencing not more than 60 days after the written election of at least 60% of the holders of the Redeemable Convertible Preferred Stock, voting as a single class, on or after November 17, 2022.

11. Stock-based compensation

Stock plans

On November 12, 2015, the Company’s board of directors adopted the 2015 Stock Option and Grant Plan, as amended on June 8, 2016 (the 2015 Plan). The 2015 Plan allows the Company to grant incentive stock options, non-qualified stock options, restricted stock units and restricted stock awards to the Company’s employees, members of the board of directors, and consultants. The 2015 Plan is administered by the board of directors, who has the power and authority to determine the terms of grants, provided that generally the exercise price per share of stock options granted may not be less than 100% of the fair market value of a share of the Company’s common stock on the date of grant and the term of stock options granted may not exceed ten years.

The number of shares initially reserved for issuance under the 2015 Plan was 8,400,000 shares of Class A Common Stock. The reserved shares of Class A Common Stock for issuance of awards under the 2015 Plan were increased by 3,000,000 shares on February 19, 2016 and by 5,600,000 shares on June 8, 2016. On November 17, 2017, the aggregate 17,000,000 shares of Class A Common Stock reserved for issuance of awards under the 2015 Plan converted into 17,000,000 shares of common stock and all previously issued shares of Class A Common Stock became common stock. Additionally, all awards outstanding under the 2015 Plan as of November 17, 2017 became awards for the purchase of shares of common stock instead of for the purchase of shares of Class A Common Stock. The reserved shares of common stock for issuance of awards under the 2015 Plan were increased by 4,000,000 shares on January 22, 2018 and by 4,000,000 shares on October 4, 2018. On February 11, 2019, the reserved shares of common stock for issuance of awards under the 2015 Plan were further increased by 5,500,000 (unaudited). Accordingly, the total number of shares of common stock reserved for issuance under the 2015 Plan as of March 31, 2019 was 30,500,000 (unaudited). As of December 31, 2017 and 2018 and March 31, 2019, there were 2,577,996 shares, 2,354,392 shares and 3,042,819 shares (unaudited), respectively, available for future issuance under the 2015 Plan.

As of March 31, 2019, the Company has granted service-based awards, which vest over a defined period of service, and performance-based and market-based awards, which vest upon the achievement of defined conditions. Service-based awards generally vest over a four-year period, with the first 25% vesting following twelve months of continued employment or service, and the remainder vesting in twelve quarterly installments over the following three years. In 2016 and 2018, the Company granted stock option awards to certain employees with terms that allow for vesting upon the achievement of performance conditions specific to the Company’s corporate goals, including but not limited to certain research, business development and liquidity milestones. Also in 2018, the Company granted a

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stock option award to a non-employee with service conditions that provide for accelerated vesting upon the consummation of an initial public offering. Additionally, in 2016 the Company granted stock option awards to an executive with terms that provide for vesting upon the achievement of both performance and market conditions, as the awards vest upon the occurrence of certain events, including the consummation of an initial public offering, and market conditions subject to a specified return to certain of the Company’s investors.

The Company’s stock options expire after approximately ten years from the date of grant. As of March 31, 2019 (unaudited), the Company does not hold any treasury shares. Upon stock option exercise, the Company issues new shares and delivers them to the participant.

Stock options

The following table summarizes the Company’s stock option activity:

	NUMBER OF SHARES			WEIGHTED AVERAGE EXERCISE PRICE PER SHARE		WEIGHTED AVERAGE REMAINING CONTRACTUAL TERM		AGGREGATE INTRINSIC VALUE (1)
						(In years)		(In thousands)
Outstanding as of December 31, 2017		14,422,004		$	0.42		8.36	$	12,691
Granted		10,898,814			1.33
Exercised		(101,547	)		0.42
Forfeited		(2,675,210	)		0.68
Outstanding as of December 31, 2018		22,544,061		$	0.83		8.25	$	19,594
Granted (unaudited)		6,626,598			2.17
Exercised (unaudited)		(487,037	)		0.43
Forfeited (unaudited)		(1,815,025	)		1.28
Outstanding as of March 31, 2019 (unaudited)		26,868,597		$	1.14		8.38	$	44,663
Exercisable as of December 31, 2017		5,664,350		$	0.42		8.23	$	4,985
Vested and expected to vest as of December 31, 2017		13,050,004		$	0.42		8.38	$	11,484
Exercisable as of December 31, 2018		8,367,639		$	0.48		7.41	$	10,242
Vested and expected to vest as of December 31, 2018		21,247,061		$	0.86		8.32	$	17,933
Exercisable as of March 31, 2019 (unaudited)		9,552,042		$	0.56		7.32	$	21,375
Vested and expected to vest as of March 31, 2019 (unaudited)		25,571,597		$	1.17		8.45	$	41,576

⁽¹⁾  Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock as of December 31, 2017 and 2018 and March 31, 2019.

The weighted average grant date fair value per share of options granted during the years ended December 31, 2017 and 2018 and the three months ended March 31, 2019 was $0.28, $0.86 and $1.37 (unaudited), respectively.

The aggregate intrinsic value of stock options exercised during the year ended December 31, 2018 and the three months ended March 31, 2019 was $0.1 million and $0.8 million (unaudited), respectively. No stock options were exercised during the year ended December 31, 2017 or the three months ended March 31, 2018 (unaudited).

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Stock option valuation

Service-based awards

The key assumptions used in the Black-Scholes option pricing model on the date of grant for options with service-based vesting conditions granted to employees and directors prior to the adoption of ASU 2018-07 on January 1, 2019, and to employees, directors and non-employees following the adoption of ASU 2018-07, were as follows, presented on a weighted average basis:

	YEAR ENDED DECEMBER 31,						THREE MONTHS ENDED MARCH 31,
	2017			2018			2018			2019
							(Unaudited)			(Unaudited)
Risk-free interest rate		2.05	%		2.79	%		2.65	%		2.52	%
Expected term (in years)		6.25			6.25			6.25			6.25
Expected volatility		72.65	%		68.48	%		69.12	%		67.81	%
Expected dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Fair value per share of common stock	$	0.42		$	1.34		$	1.30		$	2.17

The key assumptions used in the Black-Scholes option pricing model on the date of grant for options granted to non-employees prior to the adoption of ASU 2018-07 on January 1, 2019 with service-based vesting conditions were as follows, presented on a weighted average basis:

	YEAR ENDED DECEMBER 31, 2018			THREE MONTHS ENDED MARCH 31, 2018
				(Unaudited)
Risk-free interest rate		2.75	%		2.66	%
Expected term (in years)		10.00			10.00
Expected volatility		68.73	%		69.25	%
Expected dividend yield		0.00	%		0.00	%
Fair value per share of common stock	$	1.30		$	1.30

The Company did not grant any options to non-employees during the year ended December 31, 2017.

As of the adoption of ASU 2018-07 on January 1, 2019, the Company values non-employee service-based options consistent with employee service-based options due to the alignment of their accounting under ASC 718.

Performance-based awards

The key assumptions used in the Black-Scholes option pricing model on the date of grant for performance-based awards granted to employees were as follows, presented on a weighted average basis:

	YEAR ENDED DECEMBER 31, 2018
Risk-free interest rate		2.74	%
Expected term (in years)		5.26
Expected volatility		68.21	%
Expected dividend yield		0.00	%
Fair value per share of common stock	$	1.30

The Company did not grant any performance-based awards during the year ended December 31, 2017 or the three months ended March 31, 2018 or 2019 (unaudited).

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Market-based awards

In 2016, the Company granted stock options to an executive with both performance and market conditions. The weighted-average grant date fair value per share of such awards using a Monte Carlo simulation approach was up to $0.27.

Restricted stock

In 2015, the Company issued an aggregate of 10,000,000 shares of Class A Common Stock to two of its non-employee founders outside of the 2015 Plan for their services as consultants to the Company. The awards were granted pursuant to separate restricted stock agreements, at a purchase price of $0.0001 per share. The shares of Class A Common Stock underlying the awards converted into 10,000,000 shares of common stock on November 17, 2017. Upon issuance, 25% of the shares vested immediately, and the remaining shares vested in equal monthly installments over a three-year period. The shares were issued under the terms of their respective restricted stock agreements and were subject to repurchase by the Company upon the holder’s termination of their service relationship with the Company. The common stock held by the founders have the same rights of the Company’s other outstanding shares of common stock. All unvested shares were held in escrow by the Company, including all dividends and any other distributions declared on the shares, until the shares vested. The restricted common stock was subject to the Company’s right to repurchase at the original purchase price per share until vested.

The following table summarizes the Company’s restricted stock activity for the years ended December 31, 2017 and 2018:

	NUMBER OF RESTRICTED SHARES			WEIGHTED AVERAGE GRANT DATE FAIR VALUE
Unvested as of December 31, 2017		1,666,704		$	0.42
Issued		—			—
Vested		(1,666,704	)		0.42
Unvested as of December 31, 2018		—		$	—

The aggregate fair value of restricted shares that vested during the years ended December 31, 2017 and 2018 was $1.4 million and $2.2 million, respectively, based on the estimated fair value of the underlying stock on the day of vesting. There was no restricted stock activity for the three months ended March 31, 2019 (unaudited).

Stock-based compensation expense

The following table presents the components and classification of stock-based compensation expense (in thousands):

	YEAR ENDED DECEMBER 31,				THREE MONTHS ENDED MARCH 31,
	2017		2018		2018		2019
					(Unaudited)		(Unaudited)
Research and development	$	1,755	$	4,035	$	1,400	$	406
General and administrative		496		1,326		259		593
	$	2,251	$	5,361	$	1,659	$	999
Stock options	$	987	$	3,040	$	640	$	999
Restricted stock		1,264		2,321		1,019		—
	$	2,251	$	5,361	$	1,659	$	999
Employee	$	792	$	2,081	$	365	$	762
Non-employee		1,459		3,280		1,294		237
	$	2,251	$	5,361	$	1,659	$	999

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The Company recognized expense of less than $0.1 million and $0.3 million during the years ended December 31, 2017 and 2018, respectively, related to performance awards that vested upon achievement of their underlying performance condition. The Company recognized no expense related to performance awards during the three months ended March 31, 2018 or 2019 (unaudited).

As of December 31, 2018, excluding awards with market conditions and/or performance conditions, the total unrecognized compensation expense related to the Company’s option awards was $8.8 million, which the Company expected to recognize over a weighted-average period of approximately 3.02 years. This amount is subject to change as the unvested portion of stock options granted to non-employees is subject to re-measurement upon adoption of ASU 2018-07 on January 1, 2019. As the Company’s restricted stock awards were fully vested as of December 31, 2018, there was no remaining unrecognized compensation expense for these awards.

As of March 31, 2019, excluding awards with market conditions and/or performance conditions, the total unrecognized compensation expense related to the Company’s option awards was $15.4 million (unaudited), which the Company expects to recognize over a weighted-average period of approximately 3.36 years (unaudited). As of March 31, 2019 (unaudited), there was no remaining unrecognized compensation expense for the Company’s restricted stock awards.

12. Jazz collaboration agreement

Agreement summary

On January 2, 2019, the Company entered into a Collaboration and License Agreement (the Collaboration Agreement) with Jazz Pharmaceuticals Ireland Limited (Jazz) focused on the research, development and commercialization of exosome therapeutics to treat cancer. The Company granted Jazz an exclusive, worldwide, royalty-bearing license to use the Company’s engEx precision exosome engineering and manufacturing platform for the purpose of developing, manufacturing and commercializing exosome therapeutic candidates directed at up to five targets (each, a Development and Commercialization License).

Four of the targets were identified at the inception of the collaboration (the Initial Collaboration Targets) and Jazz has the option to select a fifth target in accordance with the terms of the Collaboration Agreement (an Additional Target). Jazz will also have the option to nominate an additional target (a Replacement Target) if two of the Initial Collaboration Targets fail prior to acceptance of an Investigational New Drug application (IND). As set forth in the Collaboration Agreement, early development will also include different engineered exosomes directed to the same target (each, a Backup Candidate).

Under the terms of the Collaboration Agreement, development will be overseen by a joint steering committee. The Company is responsible for the execution of preclinical and early clinical development of therapeutic candidates directed at all five targets through the initial Phase 1 or Phase 1/2 proof-of-concept studies. The Company is eligible to receive cost reimbursements from Jazz for certain of these preclinical and early clinical development activities. Following the conclusion of the applicable Phase 1 or Phase 1/2 study, Jazz will be responsible for future development, potential regulatory submissions and commercialization for each product. The Company has the option—subject to a one-time veto by Jazz, which exercise of such veto may result in an additional $20.0 million milestone payment to the Company related to regulatory approval of the product—to participate in development and co-commercialization and cost/profit-sharing in the U.S. and Canada on up to two products pursuant to an agreed-upon joint development/commercialization plan.

As part of the Collaboration Agreement, Jazz has paid the Company an up-front payment of $56.0 million (unaudited). The Company is eligible to receive up to $20.0 million in preclinical development milestone payments. The Company is also eligible to receive milestone payments totaling up to $200.0 million per product based on IND acceptance, clinical and regulatory milestones, including approvals in the U.S., European Union and Japan, and sales milestones. In addition, the Company will receive tiered royalties on net sales of each approved product, with percentages ranging from mid-single digits in the lowest tier to high teens in the highest tier, excluding such net sales in the U.S. and Canada if the Company has exercised its option to co-commercialize the related product. Unless earlier terminated for the reasons set forth in the Collaboration Agreement, the Collaboration Agreement will remain in full force and effect on a country-by-country and product-by-product basis until the expiration of all royalty

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payment obligations for the country and product. Any expiration or termination of the Collaboration Agreement does not affect the rights and obligations of the parties that accrued prior to the expiration or termination date. Upon termination of the Collaboration Agreement, all licenses granted by the Company to Jazz will immediately terminate.

Accounting Analysis (unaudited)

The Company evaluated the Collaboration Agreement in accordance with the provisions of ASC 606. The Company concluded that the contract counterparty is a customer in the arrangement. The Company’s obligations under the collaboration arrangement comprise the following substantive criteria:

∎ Development and Commercialization Licenses for each of the Initial Collaboration Targets (each, a Development and Commercialization License Promise);

∎ Research services related to the conduct of the applicable work plan, which provides a framework for the applicable research activities, performed on a target-by-target basis, pursuant to a program aimed at identifying and evaluating exosome therapeutics directed to the individual targets (each such program for research activities, a Research Program) and sets forth the specific activities to be undertaken over the course of such Research Program, including the associated objectives and timelines therefor (each, a Work Plan) for each of the four Initial Collaboration Targets that are the subject of the collaboration (each, a Research Services Promise);

∎ Preclinical and clinical services related to the completion of the Early Development Plans (as defined below) for each of the four Initial Collaboration Targets that are the subject of the collaboration (each, a Development Services Promise);

∎ Material right associated with Jazz’s ability to obtain either: (i) a Development and Commercialization License, research services pursuant to an associated Work Plan, and preclinical and clinical services pursuant to an associated plan that describes the preclinical studies, manufacturing process development, and clinical development to be performed with respect to an applicable product candidate that the parties determine is suitable for IND-enabling studies (each such product candidate, a Development Candidate) and the associated timelines, budget and resource allocation therefore (each, an Early Development Plan) for an Additional Target or (ii) research services pursuant to an associated Work Plan and preclinical and clinical services pursuant to an associated Early Development Plan for an additional Research Program for one of the Initial Collaboration Targets (an Additional Research Program, and such material right, the Program Material Right Promise);

∎ Material right associated with Jazz’s ability to obtain a Development and Commercialization License, research services pursuant to an associated Work Plan and preclinical and clinical services pursuant to an associated Early Development Plan for a Replacement Target (the Replacement Target Material Right Promise); and

∎ Material rights associated with Jazz’s ability to obtain services with respect to non-GLP toxicology studies for two Backup Candidates (each a Backup Candidate Material Right Promise).

For purposes of evaluating the Collaboration Agreement in accordance with ASC 606, the Company has determined that the ability for Jazz to either nominate an Additional Target or request an Additional Research Program represents a material right because the pricing inherent in such option provides the customer with a discount that is incremental to the range of discounts that would otherwise be granted for the related goods and services to comparable customers. More specifically, the Development and Commercialization License and associated research services under the related Work Plan that would be provided pursuant to Jazz’s option to include an Additional Target within the scope of the arrangement would be provided at no additional cost to Jazz. Similarly, the research services under a Work Plan that would be provided upon an exercise of Jazz’s option to request an Additional Research Program would be provided at no additional cost to Jazz. Additionally, the Company has determined that the ability for Jazz to elect a Replacement Target represents a material right because the pricing inherent in such option provides the customer with a discount that is incremental to the range of discounts that would otherwise be granted for the related goods and services to comparable customers. Consistent with an Additional Target, to the extent Jazz requests that a Replacement Target be included within the scope of the arrangement, the Development and Commercialization License and associated research services under the related Work Plan would be provided at no additional cost to Jazz. Lastly, the Company determined that the ability for Jazz to request the Company to render

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services with respect to non-GLP toxicology studies for certain Backup Candidates represents a material right because the pricing inherent in such option also provides the customer with a discount that is incremental to the range of discounts that would otherwise be granted for the related services to comparable customers. Along the same lines as the other material rights, upon Jazz’s exercise, the Company would render services with respect to the conduct of non-GLP toxicology studies for one Backup Candidate for each of the first two Development Candidates at no cost to Jazz.

For purposes of evaluating the Collaboration Agreement in accordance with ASC 606, the Company determined that the Development and Commercialization License Promise for each of the Initial Collaboration Targets is neither capable of being distinct nor distinct within the context of the contract from the associated Research Services Promise and Development Services Promise. Due to the specialized nature of the services to be provided by the Company, specifically with respect to the Company’s proprietary expertise related to exosome engineering and manufacturing, the customer cannot benefit from or utilize the license without the research and development services. Moreover, the Company concluded that the Development and Commercialization License Promise, Research Services Promise and Development Services Promise for each individual target are interrelated to and interdependent on each other. Due to the nature of the services and capabilities of the parties, the customer cannot derive its intended benefit from the license without the accompanying research and development services to be performed pursuant to the underlying Work Plans and Early Development Plans. The nature of the combined performance obligation is to provide certain research and development services for targets that are designated for inclusion in the arrangement in order to transfer a combined item to the customer in the form of a product candidate for which human proof of concept has been established. As such, the Company has treated the Development and Commercialization License Promise, Research Services Promise and Development Services Promise related to each target as a combined performance obligation (each, a License and Services Performance Obligation). However, the Company has determined that the License and Services Performance Obligation associated with each target is distinct from the License and Services Performance Obligation for the other targets because: (i) Jazz can benefit from the license and research and development services for a given target on their own since the results related thereto can be evaluated discretely and (ii) each bundle for an individual target is separately identifiable since it does not affect either the Company’s ability to perform or Jazz’s ability to assess the program for any other target. Thus, the License and Services Performance Obligation for each target is a separate performance obligation. Each of the material right promises has been deemed a distinct performance obligation due to their nature as specified in ASC 606. Therefore, the Company has identified the following eight performance obligations in connection with its obligations under the Collaboration Agreement with Jazz:

∎ Combined performance obligation comprised of the Development and Commercialization License Promise, Research Services Promise and Development Services Promise for each of the four Initial Collaboration Targets (the License and Services Performance Obligation: Initial Collaboration Target #1, License and Services Performance Obligation: Initial Collaboration Target #2, License and Services Performance Obligation: Initial Collaboration Target #3 and License and Services Performance Obligation: Initial Collaboration Target #4, respectively);

∎ Material right associated with Jazz’s option to request either: (i) an Additional Target or (ii) an Additional Research Program (the Additional Target or Program Material Right Performance Obligation);

∎ Material right associated with Jazz’s option to request a Replacement Target (the Replacement Target Material Right Performance Obligation); and

∎ Material right associated with Jazz’s option to request certain Backup Candidates (the Backup Candidate Material Right Performance Obligation: Backup Candidate #1 and Backup Candidate Material Right Performance Obligation: Backup Candidate #2, respectively).

At inception of the arrangement, the Company measured the transaction price solely in reference to the $56.0 million non-refundable and non-creditable up-front payment. None of the variable consideration payable under the arrangement has been included in the transaction price at inception. The Company estimates the amount of variable consideration to which it expects to be entitled associated with cost reimbursements, in addition to preclinical development, IND acceptance, clinical and regulatory milestones, using the most likely amount method. The Company has not included any cost reimbursements in the transaction price at inception due to the uncertainty around the Company’s receipt of such amounts as it is dependent upon viable product candidates progressing

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through development. All preclinical development, IND acceptance, clinical and regulatory milestone payments have been excluded from the transaction price at inception due to the uncertainty of initiating the specified phase of preclinical development, achieving the associated development criteria or receiving approval or acknowledgement from the relevant regulatory authorities. Further, regulatory milestone payments will be excluded from the transaction price until the associated regulatory milestone is achieved. The sales milestone payments, royalties and profit share are subject to the royalty recognition constraint because the associated license is deemed to be the sole or predominant item to which the payments relate. The Company will update its assessment of the estimated transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur. There have been no changes to the Company’s estimate of variable consideration through March 31, 2019 (unaudited).

The Company allocated the transaction price of $56.0 million (unaudited) to each of the identified performance obligations on a relative standalone selling price basis. Certain elements of variable consideration are attributable to specific performance obligations; however, no amounts of variable consideration have been included in the transaction price. Through March 31, 2019, the Company has not achieved any preclinical development, IND acceptance, clinical, regulatory or sales milestones or earned any royalties or profit share under the Collaboration Agreement (unaudited). The Company determined the standalone selling prices for each of the performance obligations included in the Collaboration Agreement considering relevant market conditions, entity-specific factors and information about the customer, while maximizing the use of available observable inputs. As a result, the transaction price was allocated to the identified performance obligations as follows (in thousands):

PERFORMANCE OBLIGATION	ALLOCATED TRANSACTION PRICE
	(Unaudited)
License and Services Performance Obligation: Initial Collaboration Target #1	$	10,792
License and Services Performance Obligation: Initial Collaboration Target #2		12,974
License and Services Performance Obligation: Initial Collaboration Target #3		12,643
License and Services Performance Obligation: Initial Collaboration Target #4		15,062
Additional Target or Program Material Right Performance Obligation		3,237
Replacement Target Material Right Performance Obligation		1,198
Backup Candidate Material Right Performance Obligation: Backup Candidate #1		47
Backup Candidate Material Right Performance Obligation: Backup Candidate #2		47
Transaction Price	$	56,000

The standalone selling price for each of the License and Services Performance Obligations was estimated using a hybrid approach whereby the standalone selling price for each of the Development and Commercialization License Promises was estimated using an income approach, while the standalone selling price of the Research Services Promises and Development Services Promises for each of the plans associated with the individual targets were estimated using an expected cost approach. The discounted cash flow analysis utilized in deriving the estimated standalone selling price for each of the Development and Commercialization License Promises included such key assumptions as: development timeline, revenue forecast, discount rate and probabilities of technical and regulatory success. The cost approach utilized in deriving the estimated standalone selling price for the Research Services Promises and Development Services Promises for each target was based on the estimate of the overall effort to perform the underlying Work Plans and Early Development Plans. The standalone selling prices for the Additional Target or Program Material Right Performance Obligation and Replacement Target Material Right Performance Obligation were estimated based on a similar hybrid approach as the License and Services Performance Obligations, but also contemplated the discount the customer could receive without exercising the corresponding option and the likelihood that the respective option will be exercised. The standalone selling price for the Additional Target or Program Material Right Performance Obligation also reflects the likelihood that each of the alternatives will be selected by Jazz. Lastly, the standalone selling prices for the Backup Candidate Material Right Performance Obligations was estimated using an expected cost approach based on the estimate of the overall effort to perform the associated non-GLP toxicology studies.

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Amounts allocated to each of the License and Services Performance Obligations will be recognized as revenue over time commensurate with the term of the associated Research Program and development activities performed pursuant to a program focused on establishing human proof-of-concept for a given target using a proportional performance model which depicts the Company’s performance in transferring control to the customer. The Company has concluded that it will utilize a cost-based input method to measure progress because such method best reflects the satisfaction of the performance obligation as the underlying services are provided. In applying the cost-based input method of revenue recognition, the Company will use actual costs incurred relative to the budgeted costs to complete each of the respective programs. These costs consist primarily of internal full-time equivalent effort and third-party costs. Revenue will be recognized based on actual costs incurred as a percentage of total budgeted costs. A cost-based input method of revenue recognition requires management to make estimates of costs to complete the Company’s performance obligations. In making such estimates, significant judgment is required to evaluate assumptions related to cost estimates. The cumulative effect of revisions to estimated costs to complete the programs will be recorded in the period in which changes are identified and amounts can be reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods. Amounts allocated to each of the Additional Target or Program Material Right Performance Obligation, Replacement Target Material Right Performance Obligation and Backup Candidates Material Right Performance Obligations will be recognized as revenue at a point in time upon the earlier of when: (i) the option is exercised wherein the future goods and/or services are transferred or (ii) the option expires. As of March 31, 2019, all of the material rights are outstanding as none of the material rights have either been exercised or have expired (unaudited).

During the three months ended March 31, 2019, the Company did not recognize any revenue from its sole revenue-generating arrangement with Jazz (unaudited), as of the Company had not commenced substantial work as of March 31, 2019. As of March 31, 2019, there is $56.0 million (unaudited) of deferred revenue related to the arrangement with Jazz which is classified as current or long-term in the accompanying balance sheet based on the expected timing of satisfaction of the underlying goods and/or services. During the three months ended March 31, 2019, the Company did not incur any significant costs associated with its obligations under the arrangement with Jazz (unaudited).

As of March 31, 2019, the Company’s contract assets and contract liabilities are exclusively related to the Collaboration Agreement. The following table presents changes in the Company’s contract assets and liabilities for the three months ended March 31, 2019 (in thousands):

	AS OF MARCH 31, 2019
	(Unaudited)
	BALANCE BEGINNING OF PERIOD		ADDITIONS		DEDUCTIONS			BALANCE END OF PERIOD
Contract assets:
Accounts receivable	$	—	$	56,000	$	(56,000	)	$	—
Contract liabilities:
Deferred revenue	$	—	$	56,000	$	—		$	56,000

The aggregate amount of the transaction price allocated to the License and Services Performance Obligations that are unsatisfied, as of March 31, 2019 was $51.5 million (unaudited), which is expected to be recognized over the respective term of the associated Research Program and development activities for each target, through approximately 2025. The aggregate amount of the transaction price allocated to all other performance obligations that are unsatisfied as of March 31, 2019 was $4.5 million (unaudited), which is expected to be recognized upon the earlier of when the respective option is exercised or expires.

13. Other significant agreements

MDACC sponsored research agreement

In November 2015, the Company entered into a Sponsored Research Agreement (the Research Agreement) with MDACC. Under the Research Agreement, the Company engaged MDACC to perform research and development

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services relating to its technology on patients suffering with cancer (the Research Program). MDACC is obligated to use reasonable efforts to conduct the Research Program and will furnish the facilities necessary to carry out the program. The Research Program may be amended from time to time during the term, by agreement of the parties, to modify the current Research Program or to add additional research projects for inclusion as part of the Research Program. The Research Agreement provides the Company with an option to negotiate a license to certain other technology derived from the program in the field of exosome technology. The term of the Research Agreement was originally scheduled to expire in November 2018. The Research Agreement was subsequently amended in February 2017 and in April 2018 to extend the term of the Research Agreement to February 2021 and to modify the payment terms of the Research Agreement (the Amended Research Agreement). Under the Amended Research Agreement, the Company can terminate for convenience subject to certain trailing obligations.

Under the terms of the Amended Research Agreement, the Company is obligated to pay fixed tiered quarterly cash payments (the Quarterly Payments) and to issue a fixed number of shares of its Series A Preferred Stock or Series B Preferred Stock to MDACC in consideration for the research services. The Quarterly Payments consist of the following: (i) Direct Expenses comprising $1.0 million payable to MDACC in the first year and $1.25 million payable in years two through five, and (ii) Overhead Charges of 25% of the Direct Expenses. In addition to the Quarterly Payments, the Company is also obligated to issue an aggregate of 200,000 shares of Series A Preferred Stock in the first year of the arrangement and 20,833 shares of Series B Preferred Stock, quarterly, in years two through five of the Amended Research Agreement. The Company recognizes the payments made to MDACC as research and development expense as incurred. The shares to be issued are expensed on the date the associated Quarterly Payment is due based on the estimated fair value of the underlying series of Redeemable Convertible Preferred Stock on such date. Subsequent to issuance, the Series A Preferred Stock and Series B Preferred Stock issued to MDACC is accounted for consistent with all other outstanding shares of the respective series of Redeemable Convertible Preferred Stock.

For each of the years ended December 31, 2017 and 2018, the Company recognized expense for the estimated fair value of the 83,332 shares of Series B Preferred Stock that were due to MDACC totaling $0.3 million. For each of the three months ended March 31, 2018 and 2019, the Company recognized expense for the estimated fair value of the 20,833 shares of Series B Preferred Stock that were due to MDACC totaling $0.1 million (unaudited). For the years ended December 31, 2017 and 2018, the Company recognized expense for the Direct Expenses and Overhead Charges associated with research services performed by MDACC of $1.5 million and $1.6 million, respectively. For each of the three months ended March 31, 2018 and 2019, the Company recognized such expenses of $0.4 million (unaudited).

MDACC in-license agreement

In November 2015, the Company entered into a Patent and Technology License Agreement with MDACC, as amended in April 2018 (the MDACC License Agreement). Pursuant to the MDACC License Agreement, the Company holds exclusive worldwide license rights to certain intellectual property relating to the use of exosomes for diagnostic and therapeutic applications and a non-exclusive worldwide license under certain related technologies, with the right to grant sublicenses. The Company also obtained the exclusive right of first negotiation, for a specified time period, for a license to certain of MDACC’s rights in future exosome technology.

Pursuant to ASC 730, the Company determined that the assets acquired represent in-process research and development with no alternative future use. Therefore, the value of the consideration given for the licenses is expensed to acquired in-process research and development in the period in which it is incurred.

In consideration for entering into the MDACC License Agreement, the Company paid an up-front non-refundable license fee in the form of 5,000,000 shares of Class A Common Stock and one share of Class F Common Stock. The Class F Common Stock converted to 770,000 shares of Class A Common Stock upon the closing of the Company’s Series B Preferred Stock financing on January 21, 2016. The collective 5,770,000 shares of Class A Common Stock converted into 5,770,000 shares of the Company’s common stock on November 17, 2017. The Company expensed an aggregate of $2.4 million to acquired in-process research and development expense in the year ended December 31, 2015 based on the fair value of common stock issued to MDACC at the effective date of the agreement.

F-40

Under the terms of the MDACC License Agreement, the Company is responsible for all patent costs incurred by MDACC for the underlying licensed technology in excess of $1.5 million from the effective date of the agreement through February 1, 2021, and for all patent costs incurred or invoiced after this date. In consideration for MDACC’s agreement to pay patent expenses up to the specified amount of $1.5 million, the Company issued 1,500,000 shares of Series A Preferred Stock to MDACC on November 12, 2015. The Company expensed $1.8 million as acquired in-process research and development expense in the year ended December 31, 2015 related to the fair value of Redeemable Convertible Preferred Stock issued. As of December 31, 2017 and 2018, there was approximately $1.1 million and $1.0 million, respectively, remaining for funding by MDACC of patent-related costs under the MDACC License Agreement. As of March 31 2019, there was approximately $1.0 million (unaudited) of such funding.

Pursuant to the MDACC License Agreement, the Company is also required to make future payments to MDACC upon the occurrence of events related to the development of products and upon the achievement of certain developmental and regulatory approval milestones up to an aggregate of $11.9 million, comprising up to $2.4 million for diagnostic products and up to $9.5 million for therapeutic products. The Company may at its discretion pay up to $4.4 million in such contingent payments in cash or through the issuance of equity in the form of Redeemable Convertible Preferred Stock or common stock, as applicable. Such payments will be expensed or capitalized based on the nature of the associated asset at the date the related contingency is resolved. In addition, the Company is obligated to pay certain payments upon the execution of sublicenses for qualifying products, as well as single digit percentage royalty payments on net sales from a licensed product.

For additional potential payments the Company may be obligated to pay in the event of an acquisition of the Company or an equity financing by the Company, including the Company’s initial public offering, by November 12, 2019, see the relevant disclosure in Note 8 above.

The MDACC License Agreement will continue until the last to occur of: (i) the expiration of all patents issued underlying the licenses conveyed, (ii) the cancellation, withdrawal or express abandonment of all patent rights underlying the licenses conveyed or (iii) the fifteenth anniversary of the effective date of the agreement. Upon expiration of the MDACC License Agreement, the licenses granted will automatically convert to a fully-paid irrevocable and perpetual license. The Company may terminate the license for convenience upon 180 days prior written notice to MDACC. The license automatically terminates upon the Company’s bankruptcy, if the Company challenges the validity or enforceability of any of the licensed patent rights, or if the Company fails to make a number of payments in a timely manner over a specified period of time. Additionally, MDACC may terminate the license for the Company’s breach subject to certain specified cure periods.

As of December 31, 2017 and 2018 and March 31, 2019 (unaudited), no milestones had been achieved, nor had any royalties, sublicensing fees or other contingent payments been incurred under the MDACC License Agreement. The Company did not make any payments to MDACC for the years ended December 31, 2017 or 2018 or the three months ended March 31, 2019 (unaudited) with respect to the MDACC License Agreement.

Kayla Therapeutics S.A.S license agreement

On November 6, 2018, the Company entered into a License Agreement with Kayla pursuant to which it obtained a worldwide, sublicensable license under certain patent rights and to related know-how and methods to research, develop, manufacture and commercialize compounds and products covered by such patent rights in all diagnostic, prophylactic and therapeutic uses (the Kayla License Agreement). Such license rights include certain exclusive rights to the STING agonist compound used in the Company’s exoSTING product candidate.

Pursuant to ASC 730, the Company determined that the assets acquired represent in-process research and development with no alternative future use. Therefore, the value of the consideration given for the licenses is expensed to acquired in-process research and development in the period in which it is incurred.

In consideration for entering into the Kayla License Agreement, the Company paid an up-front payment of $6.5 million in cash and issued 924,068 shares of common stock. The Company recorded an aggregate of $8.1 million to acquired in-process research and development expense during the year ended December 31, 2018 comprised of: (i) $6.5 million related to the cash payment and (ii) $1.6 million related to the issuance of its common stock based on the fair value of the Company’s common stock at the effective date of the agreement.

F-41

Under the terms of the Kayla License Agreement, the Company is obligated to use commercially reasonable efforts to develop and commercialize products under the licensed patent rights, and is obligated to pay up to $100.0 million in cash payments and up to $13.0 million payable in shares of the Company’s common stock upon the achievement of specified clinical and regulatory milestones. Such payments will be expensed or capitalized based on the nature of the associated asset at the date the related contingency is resolved. Additionally, the Company is obligated to pay to Kayla a percentage of sublicensee payments, as applicable, and single digit percentage royalty payments on net sales from a licensed product. The royalty term is determined on a product-by-product and country-by-country basis and continues until the later of (i) the expiration of the last valid claim of the licensed patent rights that covers such product in such country, (ii) the loss or expiration of any period of marketing exclusivity for such product in such country, or (iii) ten years after the first commercial sale of such product in such country; provided that if the royalty is payable when no valid claim covers a given product in a given country, the royalty rate for sales of such product in such country is decreased. The Company may terminate the license agreement on a licensed compound-by-licensed compound basis and on a region-by region basis for any reason upon 30 days prior written notice to Kayla. The Company or Kayla may terminate the license agreement for the other’s material breach that remains uncured for 60 days after receiving notice thereof.

As of March 31, 2019 (unaudited), no milestones had been achieved, nor had any royalties, sublicensing fees or other contingent payments been incurred under the Kayla License Agreement.

14. Related parties

One of the Company’s founders who served on the board of directors as of December 31, 2017 and 2018 (the Founder) is a professor and chairman at MDACC. In connection with the Amended Research Agreement and the MDACC License Agreement, as of each of the years ended December 31, 2017 and 2018, the Company had outstanding common stock issued to MDACC and associated entities of 5,770,000 shares. Additionally, the Company had outstanding Redeemable Convertible Preferred Stock issued to MDACC of 1,587,500 shares of Series A Preferred Stock as of December 31, 2017 and 2018, and 62,499 and 145,831 shares of Series B Preferred Stock as of December 31, 2017 and 2018, respectively. As of each of the years ended December 31, 2017 and 2018, the Company had $0.4 million in accrued expenses due to MDACC relating to these arrangements.

The Company has entered into agreements with two of its scientific co-founders, including the Founder, pursuant to which it has granted an aggregate of 10,000,000 shares of restricted stock and 2,042,300 non-employee stock options for the performance of consulting services. There were no amounts payable under these agreements as of December 31, 2017 or 2018. In the aggregate, as of each of the years ended December 31, 2017 and 2018, such co-founders had outstanding common stock of 11,540,000 shares. In the aggregate, as of December 31, 2017 and 2018, these co-founders had outstanding stock options of 2,342,300 and 2,522,300 respectively.

Effective February 1, 2019, the Founder resigned from the Company’s board of directors and therefore this individual and MDACC were no longer considered to be related parties as of March 31, 2019 (unaudited). As of March 31, 2019, the scientific co-founder had outstanding common stock and stock options of 5,770,000 and 240,000, respectively (unaudited).

15. 401(k) plan

The Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company matches 50% of the first 6% of an employee’s deferral. The Company’s contributions are expensed in the year for which they are declared. For the year ended December 31, 2018 and the three months ended March 31, 2018 and 2019, the Company recorded expense of $0.2 million, less than $0.1 million (unaudited) and $0.1 million (unaudited), respectively, for 401(k) match contributions. The Company did not match participant contributions during the year ended December 31, 2017.

F-42

16. Net loss per share and unaudited pro forma net loss per share

Net loss per share

Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data):

	YEAR ENDED DECEMBER 31,						THREE MONTHS ENDED MARCH 31,
	2017			2018			2018			2019
							(Unaudited)			(Unaudited)
Numerator:
Net loss	$	(26,951	)	$	(44,542	)	$	(9,531	)	$	(13,310	)
Cumulative dividends on redeemable convertible preferred stock		(8,442	)		(13,681	)		(3,372	)		(3,375	)
Net loss attributable to common stockholders	$	(35,393	)	$	(58,223	)	$	(12,903	)	$	(16,685	)
Denominator:
Weighted average common shares outstanding, basic and diluted		18,838,510			21,395,300			20,393,294			23,253,072
Net loss per share attributable to common stockholders, basic and diluted	$	(1.88	)	$	(2.72	)	$	(0.63	)	$	(0.72	)

The Company identified certain immaterial errors in prior periods that affected the reported amounts of net loss attributable to common stockholders and net loss per share attributable to common stockholders. The errors related to the treatment of cumulative undeclared dividends on the Company’s Series A redeemable convertible preferred stock for the years ended December 31, 2017 and 2018. The Company has concluded that the impact of these errors was qualitatively and quantitatively not material to any prior period. The Company has nonetheless revised its previously reported consolidated statements of operations and comprehensive loss for these periods to correct the errors identified. The impact of the errors was an increase in net loss attributable to common stockholders and net loss per share attributable to common stockholders of $2.7 million or $0.14 per share in 2017 and $2.7 million or $0.13 per share in 2018.

The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have been anti-dilutive:

	YEAR ENDED DECEMBER 31,				THREE MONTHS ENDED MARCH 31,
	2017		2018		2018		2019
					(Unaudited)		(Unaudited)
Series A redeemable convertible preferred stock		33,200,000		33,200,000		33,200,000		33,200,000
Series B redeemable convertible preferred stock		20,395,830		20,479,162		20,416,663		20,499,995
Series C redeemable convertible preferred stock		20,204,079		20,204,079		20,204,079		20,204,079
Outstanding stock options		14,422,004		22,544,061		18,377,589		26,868,597
Unvested restricted common stock		1,666,704		—		1,041,708		—
		89,888,617		96,427,302		93,240,039		100,772,671

F-43

Unaudited pro forma net loss per share

The following table summarizes the Company’s unaudited pro forma basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data):

	YEAR ENDED DECEMBER 31,			THREE MONTHS ENDED MARCH 31,
	2018			2019
	(Unaudited)
Numerator:
Net loss attributable to common stockholders	$	(58,223	)	$	(16,685	)
Cumulative dividends on redeemable convertible preferred stock		13,681			3,375
Stock-based compensation expense for stock-based awards with vesting conditions contingent upon an initial public offering		(493	)		27
Pro forma net loss attributable to common stockholders	$	(45,035	)	$	(13,283	)
Denominator:
Weighted average common shares outstanding, basic and diluted		21,395,300			23,253,072
Pro forma adjustment to reflect the automatic conversion of redeemable convertible preferred stock to common stock upon the completion of the proposed initial public offering		73,836,666			73,891,343
Pro forma weighted average common shares outstanding, basic and diluted		95,231,966			97,144,415
Pro forma net loss per share attributable to common stockholders, basic and diluted	$	(0.47	)	$	(0.14	)

17. Income taxes

During the years ended December 31, 2017 and 2018 and the three months ended March 31, 2019 (unaudited), the Company recorded no income tax benefits for the net operating losses incurred and research and development tax credits earned in each year or interim period due to its uncertainty of realizing a benefit from those items.

The reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate for the years ended December 31, 2017 and 2018 is as follows:

	YEAR ENDED DECEMBER 31,
	2017			2018
Federal statutory income tax rate		34.0	%		21.0	%
State taxes, net of federal benefit		6.2			7.4
Federal and state research and development credits		5.6			2.0
Non-deductible items		(3.9	)		(1.3	)
Impact of federal rate change		(20.3	)		—
Change in valuation allowance		(21.8	)		(29.3	)
Other		0.2			0.2
Effective income tax rate		—	%		—	%

F-44

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets and liabilities consisted of the following (in thousands):

	YEAR ENDED DECEMBER 31,
	2017			2018
Deferred tax assets:
Net operating loss carryforwards	$	9,841		$	18,428
Capitalized license and research and development payments		2,018			4,130
Research and development credits		2,687			4,236
Deferred rent		357			284
Accrued bonus		353			479
Stock compensation		437			1,131
Other temporary differences		89			148
Total deferred tax assets		15,782			28,836
Valuation allowance		(15,399	)		(28,445	)
Deferred tax assets		383			391
Deferred tax liabilities:
Depreciation		(383	)		(391	)
Net deferred taxes	$	—		$	—

The Tax Cuts and Jobs Act (the Act) was enacted on December 22, 2017. The Act reduces the U.S. federal corporate tax rate from 34% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. As of December 31, 2017, the Company recognized a provisional amount of $5.5 million that was fully offset with a decrease in the valuation allowance of $5.5 million to account for the change in the federal tax rate. The Company remeasured certain deferred tax assets and liabilities based on the rates at which they are anticipated to reverse in the future, which is generally 21%. As of December 31, 2017, the Company did not have any foreign subsidiaries and the international aspects of the Act were therefore not applicable. The accounting for the Act was completed upon the filing of the Company’s 2017 U.S. corporate income tax return. During the year ended December 31, 2018, the Company did not make any adjustments to the provisional amounts recorded related to the Act.

As of December 31, 2018, the Company had federal and state net operating loss carryforwards of $67.4 million and $68.2 million, respectively, which may be available to offset future taxable income. During the year ended December 31, 2018, the Company generated a federal net operating loss of $31.0 million which has an indefinite carryforward period. The remaining $36.4 million of federal net operating loss carryforwards and the Company’s state net operating loss carryforwards would begin to expire in 2035. As of December 31, 2018, the Company had federal and state research and development credit carryforwards of $2.9 million and $1.4 million, respectively, which may be available to offset future income tax liabilities and which would begin to expire in 2035 and 2031, respectively. The federal and state income tax returns are generally subject to tax examinations for the tax years ending December 31, 2015 through 2018. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service, state or foreign tax authorities to the extent utilized in a future period.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s cumulative net losses and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2017 and 2018. Management reevaluates the positive and negative evidence at each reporting period. Changes in the valuation

F-45

allowance for deferred tax assets during the years ended December 31, 2017 and 2018 were primarily due to the increase in net operating loss carryforwards and totaled $5.9 million and $13.0 million, respectively.

The Company has not recorded any amounts for unrecognized tax benefits as of December 31, 2017 or 2018 or March 31, 2019 (unaudited).

The Company does not have any uncertain tax positions. The Company has not conducted a study of its research and development credit carryforwards. This study may result in an adjustment to research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the consolidated balance sheet or statement of operations if an adjustment were required.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. Net operating losses are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not yet conducted a study to determine if any such changes have occurred that could limit its ability to use the net operating losses and tax credit carryforwards.

It is the Company’s policy to include penalties and interest expense related to income taxes as a component of income tax expense, as necessary. As of December 31, 2017 or 2018 or March 31, 2019 (unaudited), the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s consolidated statements of operations and comprehensive loss.

F-46

shares

Common stock

Prospectus

Jefferies Evercore ISI William Blair

Wedbush PacGrow

                    , 2019

PART II

Information not required in prospectus

Item 13. Other expenses of issuance and distribution.

The following table sets forth the fees and expenses, other than underwriting discounts and commissions, payable in connection with the registration of the common stock hereunder. All amounts are estimates except the SEC registration fee, FINRA filing fee and Nasdaq Global Select Market listing fee.

	AMOUNT TO BE PAID
SEC registration fee	$	10,453.50
FINRA filing fee		13,437.50
Nasdaq Global Select Market listing fee		*
Printing and mailing		*
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer agent and registrar fees and expenses		*
Miscellaneous		*
Total	$	*

* To be completed by amendment.

Item 14. Indemnification of directors and officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a corporation to indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145.

We have adopted provisions in our certificate of incorporation to be in effect upon the closing of this offering and by-laws to be in effect upon the effectiveness of this registration statement that limit or eliminate the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for:

∎ any breach of the director’s duty of loyalty to us or our stockholders;

∎ any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

∎ any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or

∎ any transaction from which the director derived an improper personal benefit.

These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.

In addition, our by-laws provide that:

∎ we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and

II-i

∎ we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptions.

We have entered into indemnification agreements with each of our directors and intend to enter into such agreements with our executive officers. These agreements provide that we will indemnify each of our directors, our executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director, executive officer or affiliate in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf of us or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary.

We also maintain general liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

The underwriting agreement filed as Exhibit 1.1 to this registration statement provides for indemnification of us and our directors and officers by the underwriters against certain liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.

Item 15. Recent sales of unregistered securities.

In the three years preceding the filing of this registration statement, we have issued the following securities that were not registered under the Securities Act:

Issuances of capital stock

Set forth below is information regarding securities we have issued within the past three years that were not registered under the Securities Act.

In January 2016, we issued and sold to investors in a private placement an aggregate of 20,333,331 shares of our Series B preferred stock at a purchase price of $3.00 per share, for aggregate consideration of approximately $61.0 million.

In November 2017, we issued and sold to investors in a private placement an aggregate of 20,204,079 shares of our Series C preferred stock at a purchase price of $3.7876 per share, for aggregate consideration of approximately $76.5 million.

In November 2015, we entered into a patent and technology license agreement with The Board of Regents of the University of Texas System, on behalf of the MD Anderson Center for Cancer, or MDACC, which we refer to as the MDACC License. At the same time we also entered into a sponsored research agreement with MDACC, or the SRA. As partial consideration for the MDACC License, we issued 5,000,000 shares of our Class A common stock, one share of our Class F common stock and 1,500,000 shares of our Series A preferred stock to MDACC. The Class F common stock converted into 770,000 shares of Class A common stock upon the closing of our Series B preferred stock financing on January 21, 2016. The collective 5,770,000 shares of Class A common stock converted into 5,770,000 shares of our common stock on November 17, 2017. As partial consideration for the SRA, we issued 200,000 shares of Series A preferred stock during the first year of operation and issued 41,666 shares of Series B preferred stock quarterly in the second and third years of operation. In February 2016, the SRA was amended to change the issued stock to 20,833 shares of Series B preferred stock quarterly in the second through fifth years of operation.

In November 2018, we entered into a license agreement with Kayla Therapeutics S.A.S., or Kayla, which we refer to as the Kayla License. As partial consideration for the Kayla License, we issued 924,068 shares of our common stock to Kayla.

II-ii

No underwriters were involved in the foregoing sales of securities. Unless otherwise stated, the sales of securities described above were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act, including Regulation D and Rule 506 promulgated thereunder, as transactions by an issuer not involving a public offering. All of the purchasers in these transactions represented to us in connection with their purchase that they were acquiring the securities for investment and not distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time. Such purchasers received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. All of the foregoing securities are deemed restricted securities for the purposes of the Securities Act.

Grants and exercises of stock options

We have granted stock options to purchase an aggregate of 33,819,048 shares of our common stock, with exercise prices ranging from $0.42 to $3.11 per share, to employees, directors and consultants pursuant to the 2015 Plan. Since 2016, 588,584 shares of common stock have been issued upon the exercise of stock options pursuant to the 2015 Plan.

The issuances of the securities described above were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 701 promulgated under the Securities Act as transactions pursuant to compensatory benefit plans. The shares of common stock issued upon the exercise of options are deemed to be restricted securities for purposes of the Securities Act.

Item 16. Exhibits and financial statement schedules.

(a) Exhibits

EXHIBIT NUMBER	DESCRIPTION
1.1*	Form of Underwriting Agreement
3.1	Third Amended and Restated Certificate of Incorporation of Registrant, as currently in effect.
3.2	Form of Amended and Restated Certificate of Incorporation of Registrant, to be in effect upon completion of this offering.
3.3	Amended and Restated By-laws of Registrant, as currently in effect.
3.4	Form of Amended and Restated By-laws of Registrant, to be in effect upon the effectiveness of this registration statement.
4.1*	Specimen Common Stock Certificate.
4.2	Amended and Restated Investors’ Rights Agreement among the Registrant and certain of its stockholders, dated November 17, 2017.
5.1*	Opinion of Goodwin Procter LLP.
10.1#	2015 Stock Option and Grant Plan, as amended and forms of award agreements thereunder.
10.2*#	2019 Stock Option and Incentive Plan, and forms of award agreements thereunder, to be in effect upon completion of this offering.
10.3*#	2019 Employee Stock Purchase Plan, to be in effect upon completion of this offering.
10.4*#	Non-Employee Director Compensation Policy, to be in effect upon completion of this offering.
10.5*#	Senior Executive Cash Incentive Bonus Plan, to be in effect upon completion of this offering.
10.6#	Form of Indemnification Agreement between the Registrant and each of its directors, to be in effect upon completion of this offering.

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EXHIBIT NUMBER	DESCRIPTION
10.7#	Form of Indemnification Agreement between the Registrant and each of its executive officers, to be in effect upon completion of this offering.
10.8	Lease Agreement between the Registrant and ARE Tech Square, LLC dated January 15, 2016.
10.9†	Lease Agreement between the Registrant and King 4 Hartwell Place, LLC, dated March 5, 2019.
10.10	Lease Agreement between the Registrant and DIV 35 CPD, LLC, dated March 22, 2019.
10.11†	Patent and Technology License Agreement between the Registrant and The Board of Regents of the University of Texas System, on behalf of The M.D. Anderson Cancer Center, dated November  10, 2015, as amended by the First Amendment on April 26, 2018.
10.12†	Sponsored Research Agreement between the Registrant and The Board of Regents of the University of Texas System, on behalf of The M.D. Anderson Cancer Center, dated February  1, 2016, as amended by the First Amendment on February 14, 2017 and the Second Amendment on April 26, 2018.
10.13†	License Agreement between the Registrant and Kayla Therapeutics, S.A.S., dated November 6, 2018.
10.14†	Collaboration and License Agreement between the Registrant and Jazz Pharmaceuticals Ireland Limited, dated January 2, 2019.
10.15*#	Form of Executive Employment Agreement.
21.1	List of Subsidiaries of the Registrant.
23.1	Consent of Ernst and Young LLP, independent registered public accounting firm.
23.2*	Consent of Goodwin Procter LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature page).

* To be filed by amendment.

† Certain portions of the exhibit (indicated by asterisks) have been omitted because they are not material and would likely cause competitive harm to the Registrant if publicly disclosed.

# Indicates a management contract or any compensatory plan, contract or arrangement.

(b) Financial Statements Schedules:

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Item 17. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Act, may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) The Registrant will provide to the underwriter at the closing as specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

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(2) For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from a form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this registration statement as of the time it was declared effective.

(3) For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Massachusetts, on the 29th day of April, 2019.

CODIAK BIOSCIENCES, INC.
By:	/s/ Douglas E. Williams
Name:	Douglas E. Williams, Ph.D.
Title:	Chief Executive Officer

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POWER OF ATTORNEY AND SIGNATURES

Each individual whose signature appears below hereby constitutes and appoints Douglas E. Williams, Ph.D., Linda C. Bain and Andrea DiFabio, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following person in the capacities and on the date indicated.

NAME	TITLE	DATE
/s/ Douglas E. Williams Douglas E. Williams, Ph.D.	Chief Executive Officer, Director (Principal Executive Officer)	April 29, 2019
/s/ Linda C. Bain Linda C. Bain	Chief Financial Officer (Principal Financial and Accounting Officer)	April 29, 2019
/s/ Steven Gillis Steven Gillis, Ph.D.	Chairman of the Board	April 29, 2019
/s/ Karen Bernstein Karen Bernstein, Ph.D.	Director	April 29, 2019
/s/ Charles L. Cooney Charles L. Cooney, Ph.D.	Director	April 29, 2019
/s/ Avak Kahvejian Avak Kahvejian, Ph.D.	Director	April 29, 2019
/s/ Eric S. Lander Eric S. Lander, Ph.D.	Director	April 29, 2019
/s/ Briggs W. Morrison Briggs W. Morrison, M.D.	Director	April 29, 2019
/s/ Jonathan Poole Jonathan Poole	Director	April 29, 2019

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EX-3.1

Exhibit 3.1

EXECUTION VERSION

THIRD AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CODIAK BIOSCIENCES, INC.

(Pursuant to Sections 242 and 245 of the

General Corporation Law of the State of Delaware)

Codiak BioSciences, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

1.    That the name of this corporation is Codiak BioSciences, Inc., and that this corporation was originally incorporated pursuant to the General Corporation Law on June 12, 2015 under the name Kodiak Biotechnologies, Inc. An Amended and Restated Certificate of Incorporation was filed on August 25, 2015. A Second Amended and Restated Certificate of Incorporation was filed on November 12, 2015.

2.    That the Board of Directors duly adopted resolutions proposing to amend and restate the Second Amended and Restated Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Second Amended and Restated Certificate of Incorporation of this corporation be amended and restated in its entirety to read as follows:

FIRST: The name of this corporation is Codiak BioSciences, Inc. (the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

FOURTH: Effective upon the filing of this Third Amended and Restated Certificate of Incorporation (the “Effective Time”), each one (1) share of Class A Common Stock of the Corporation issued and outstanding immediately prior to the effective time shall become automatically, without any action on the part of the holder thereof, one (1) share of Common Stock (as defined below)(the “Reclassification”). Any stock certificate that, immediately prior to the Effective Time, represents shares of Class A Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of shares of Common Stock represented by such certificate

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immediately prior to the Effective Time. All series and classes of stock referred to in this Third Amended and Restated Certificate of Incorporation have been adjusted to reflect the Reclassification. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 120,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”), and 74,804,100 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”).

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

A.    COMMON STOCK

1.    General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth herein. Unless otherwise indicated, references to “sections” or “subsections” in this Part A of this Article Fourth refer to sections and subsections of Part A of this Article Fourth.

2.    Voting. The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings); provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to the Certificate of Incorporation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation or pursuant to the General Corporation Law. There shall be no cumulative voting. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that may be required by the terms of the Certificate of Incorporation) the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.

B.    PREFERRED STOCK

33,200,000 shares of the authorized Preferred Stock of the Corporation are hereby designated “Series A Preferred Stock,” 21,400,000 shares of the authorized Preferred Stock of the Corporation are hereby designated “Series B Preferred Stock,” and 20,204,100 shares of the authorized Preferred Stock of the Corporation are hereby designated “Series C Preferred Stock”) with each series having the following rights, preferences, powers, privileges and restrictions, qualifications and limitations. Unless otherwise indicated, references to “sections” or “subsections” in this Part B of this Article Fourth refer to sections and subsections of Part B of this Article Fourth.

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1.    Dividends.

From and after the date of the issuance of any shares of Series A Preferred Stock, dividends at the rate per annum of $0.08 per share shall accrue on such shares of Series A Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock) (the “Series A Accruing Dividends”). From and after the date of issuance of any shares of Series B Preferred Stock, dividends at the rate per annum of $0.24 per share shall accrue on such shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock) (the “Series B Accruing Dividends”). From and after the date of issuance of any shares of Series C Preferred Stock, dividends at the rate per annum of $0.303 per share shall accrue on such shares of Series C Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series C Preferred Stock) (the “Series C Accruing Dividends”). The Series A Accruing Dividends, Series B Accruing Dividends and Series C Accruing Dividends are referred to collectively herein as the “Accruing Dividends”. Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative; provided, however, that except as set forth in the following sentence of this Section 1 or in Subsection 2.1, such Accruing Dividends shall be payable only when, as, and if declared by the Board of Directors and the Corporation shall be under no obligation to pay such Accruing Dividends. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Preferred Stock in an amount at least equal to the sum of (i) the amount of the aggregate Accruing Dividends then accrued on such share of Preferred Stock and not previously paid and (ii) (A) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that dividend per share of Preferred Stock as would equal the product of (1) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Common Stock and (2) the number of shares of Common Stock issuable upon conversion of a such share of Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend or (B) in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate per share of each series of Preferred Stock, determined by (1) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and (2) multiplying such fraction by an amount equal to the applicable Original Issue Price (as defined below); provided that if the Corporation declares, pays or sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Corporation, the dividend payable to the holders of the applicable series of Preferred Stock pursuant to this Section 1 shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest Preferred Stock dividend for such series. The “Series A Original Issue Price” shall mean $1.00 per share, the “Series B Original Issue Price” shall mean $3.00 per share and the “Series C Original Issue Price” shall mean $3.7876 per share, in each case subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the applicable series of Preferred Stock.

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2.    Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.

2.1    Preferential Payments to Holders of Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the holders of shares of Preferred Stock then outstanding shall be entitled, on a pari passu basis, to be paid out of the assets of the Corporation available for distribution to its stockholders before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the applicable Original Issue Price for such series, plus any Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon. If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Preferred Stock the full amount to which they shall be entitled under this Subsection 2.1, the holders of shares of Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

2.2    Distribution of Remaining Assets. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, after the payment of all preferential amounts required to be paid to the holders of shares of Preferred Stock the remaining assets of the Corporation available for distribution to its stockholders shall be distributed among the holders of the shares of Common Stock, pro rata based on the number of shares held by each such holder.

2.3    “Greater Of” Treatment. Notwithstanding the foregoing, upon a liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the holders of shares of Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount per share equal to the greater of (i) the amount per share payable in accordance with Subsection 2.1 above and (ii) the amount per share as would have been payable in respect of each share of Preferred Stock had each such share been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (the amount payable with respect to each series of Preferred Stock pursuant to this sentence is hereinafter referred to as the “Liquidation Amount”).

2.4    Deemed Liquidation Events.

2.4.1    Definition. Each of the following events shall be considered a “Deemed Liquidation Event” unless the holders of at least sixty percent (60%) of the outstanding shares of Preferred Stock, voting as a single class, on an as-converted basis (the “Requisite Vote”), elect otherwise by written notice sent to the Corporation at least ten (10) days prior to the effective date of any such event:

(a)    a merger or consolidation in which

(i) the Corporation is a constituent party or

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(ii) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation,

except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or

(b)    the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets (including, without limitation, intellectual property) of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets (including, without limitation, intellectual property) of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

2.4.2    Effecting a Deemed Liquidation Event.

(a)    The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 2.4.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1, 2.2 and 2.3.

(b)    In the event of a Deemed Liquidation Event referred to in Subsection 2.4.1(a)(ii) or 2.4.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the ninetieth (90^th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause, (ii) to require the redemption of such shares of Preferred Stock, and (iii) if the holders of the Requisite Vote so request in a written instrument delivered to the Corporation not later than one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), on the one hundred fiftieth (150^th) day after such Deemed Liquidation Event, to redeem all

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outstanding shares of Preferred Stock at a price per share equal to the applicable Liquidation Amount for such share. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall ratably redeem each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. The procedure for such redemption shall be established by the Board of Directors. Prior to the distribution or redemption provided for in this Subsection 2.4.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of business.

2.4.3    Amount Deemed Paid or Distributed. If the amount deemed paid or distributed under this Subsection 2.4.3 is made in property other than in cash, the value of such distribution shall be the fair market value of such property, determined as follows:

(a)    For securities not subject to investment letters or other similar restrictions on free marketability,

(i) if traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange or market over the thirty (30) day period ending three (3) days prior to the closing of such transaction;

(ii) if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the closing of such transaction; or

(iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Corporation.

(b)    The method of valuation of securities subject to investment letters or other similar restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall take into account an appropriate discount (as determined in good faith by the Board of Directors of the Corporation) from the market value as determined pursuant to clause (a) above so as to reflect the approximate fair market value thereof.

2.4.4    Allocation of Escrow and Contingent Consideration. In the event of a Deemed Liquidation Event pursuant to Subsection 2.4.1(a)(i), if any portion of the consideration payable to the stockholders of the Corporation is payable only upon satisfaction of contingencies (the “Additional Consideration”), the Merger Agreement shall provide that (a)

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the portion of such consideration that is not Additional Consideration (such portion, the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1, 2.2 and 2.3 as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event; and (b) any Additional Consideration which becomes payable to the stockholders of the Corporation upon satisfaction of such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1, 2.2 and 2.3 after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the purposes of this Subsection 2.4.4, consideration placed into escrow or retained as holdback to be available for satisfaction of indemnification or similar obligations in connection with such Deemed Liquidation Event shall be deemed to be Additional Consideration.

3.    Voting.

3.1    General. On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Certificate of Incorporation, holders of Preferred Stock shall vote together with the holders of Common Stock as a single class.

3.2    Election of Directors. The holders of record of the shares of Preferred Stock, exclusively and as a single class, on an as-converted basis, shall be entitled to elect two (2) directors of the Corporation (the “Preferred Directors”). Any director elected as provided in the preceding sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of Preferred Stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 3.2, then any directorship not so filled shall remain vacant until such time as the holders of the Preferred Stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class on an as-converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 3.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 3.2. The rights of the holders of the Preferred Stock under the first sentence of this Subsection 3.2 shall terminate on the first date following the Preferred Original

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Issue Date (as defined below) on which there are no issued and outstanding shares of Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization with respect to the Preferred Stock).

3.3    Preferred Stock Protective Provisions. At any time when any shares of Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Preferred Stock) are outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Certificate of Incorporation) the written consent or affirmative vote of the holders of the Requisite Vote, given in writing or by vote at a meeting, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

3.3.1    liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any merger or consolidation or any other Deemed Liquidation Event, or consent to any of the foregoing;

3.3.2    amend, alter or repeal any provision of the Certificate of Incorporation or By-laws of the Corporation;

3.3.3    create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock unless the same ranks junior to the Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends and rights of redemption, or increase the authorized number of shares of the Preferred Stock, or increase the authorized number of shares of any additional class or series of capital stock unless the same ranks junior to the Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends and rights of redemption;

3.3.4    (i) reclassify, alter or amend any existing security of the Corporation that is pari passu with the Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to the Preferred Stock in respect of any such right, preference, or privilege or (ii) reclassify, alter or amend any existing security of the Corporation that is junior to the Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with the Preferred Stock in respect of any such right, preference or privilege;

3.3.5    purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Corporation other than (i) redemptions of or dividends or distributions on the Preferred Stock as expressly authorized herein; (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock; (iii) repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Corporation or any subsidiary in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof; and (iv) as approved by the Board of Directors, including the approval of all Preferred Directors then in office;

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3.3.6    create, or authorize the creation of, or issue, or authorize the issuance of any debt security, or permit any subsidiary to take any such action with respect to any debt security, if the aggregate indebtedness of the Corporation and its subsidiaries for borrowed money following such action would exceed $1,000,000 (excluding equipment leases, lines of credit or other debt financing approved by the Board of Directors, including the approval of all Preferred Directors then in office);

3.3.7    create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Corporation, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of the Corporation, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary; or

3.3.8    increase or decrease the authorized number of directors constituting the Board of Directors.

4.    Optional Conversion.

The holders of the Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

4.1    Right to Convert.

4.1.1    Conversion Ratio. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the applicable Original Issue Price for such shares by the applicable Conversion Price (as defined below) in effect at the time of conversion. The “Series A Conversion Price” shall initially be equal to $1.00, the “Series B Conversion Price” shall initially be equal to $3.00 and the “Series C Conversion Price” shall initially be equal to $3.7876. The Series A Conversion Price, the Series B Conversion Price and the Series C Conversion Price (each a “Conversion Price”), and the rate at which shares of Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

4.1.2    Termination of Conversion Rights. In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Preferred Stock.

4.2    Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by

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the Board of Directors of the Corporation, including the approval of all Preferred Directors then in office. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.

4.3    Mechanics of Conversion.

4.3.1    Notice of Conversion. In order for a holder of Preferred Stock to voluntarily convert shares of Preferred Stock into shares of Common Stock, such holder shall (a) provide written notice to the Corporation’s transfer agent at the office of the transfer agent for the Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent) that such holder elects to convert all or any number of such holder’s shares of Preferred Stock and, if applicable, any event on which such conversion is contingent and (b), if such holder’s shares are certificated, surrender the certificate or certificates for such shares of Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent). Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the shares of Common Stock to be issued. If required by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such notice and, if applicable, certificates (or lost certificate affidavit and agreement) shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the specified shares shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time (i) issue and deliver to such holder of Preferred Stock, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof and a certificate for the number (if any) of the shares of Preferred Stock represented by the surrendered certificate that were not converted into Common Stock, (ii) pay in cash such amount as provided in Subsection 4.2 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion and (iii) pay all declared but unpaid dividends on the shares of Preferred Stock converted.

4.3.2    Reservation of Shares. The Corporation shall at all times when the Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without

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limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation. Before taking any action which would cause an adjustment reducing the Conversion Price for any series of Preferred Stock below the then par value of the shares of Common Stock issuable upon conversion of such Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price for such series.

4.3.3    Effect of Conversion. All shares of Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Subsection 4.2 and to receive payment of any dividends declared but unpaid thereon. Any shares of Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

4.3.4    No Further Adjustment. Upon any such conversion, no adjustment to the applicable Conversion Price for shares of any series of Preferred Stock shall be made for any declared but unpaid dividends on the shares of such series of Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion.

4.3.5    Taxes. The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Preferred Stock pursuant to this Section 4. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

4.4    Adjustments to Conversion Price for Diluting Issues.

4.4.1    Special Definitions. For purposes of this Article Fourth, the following definitions shall apply:

(a)    “Option” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

(b)    “Preferred Original Issue Date” shall mean the date on which the first share of Series C Preferred Stock was issued.

(c)    “Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.

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(d)    “Additional Shares of Common Stock” shall mean all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Preferred Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

(i) shares of Common Stock, Options or Convertible Securities issued as a dividend or distribution on Preferred Stock;

(ii) shares of Common Stock, Options or Convertible Securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Subsection 4.5, 4.6, 4.7 or 4.8;

(iii) shares of Common Stock or Options issued to employees or directors of, or consultants or advisors to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation, including the approval of all Preferred Directors then in office;

(iv) shares of Common Stock or Convertible Securities actually issued upon the exercise of Options or shares of Common Stock actually issued upon the conversion or exchange of Convertible Securities, in each case provided such issuance is pursuant to the terms of such Option or Convertible Security;

(v) shares of Common Stock, Options or Convertible Securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board of Directors of the Corporation, including the approval of all Preferred Directors then in office;

(vi) shares of Common Stock, Options or Convertible Securities issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors of the Corporation, including the approval of all Preferred Directors then in office;

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(vii) shares of Common Stock, Options or Convertible Securities issued pursuant to the acquisition of another corporation by the Corporation by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board of Directors of the Corporation, including the approval of all Preferred Directors then in office;

(viii) shares of Common Stock, Options or Convertible Securities issued in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board of Directors of the Corporation, including the approval of all Preferred Directors then in office; or

(ix) shares of Preferred Stock issued pursuant to the Series A and Series B Preferred Stock Purchase Agreement, dated November 12, 2015, by and among the Corporation and the Purchasers named therein.

4.4.2    No Adjustment of Conversion Price. No adjustment in the applicable Conversion Price for shares of any series of Preferred Stock shall be made as the result of the issuance or deemed issuance of Additional Shares of Common Stock if the Corporation receives written notice from the holders of at least a majority of the then outstanding shares of such series of Preferred Stock (voting as a separate class, and not as a class vote of all the Preferred Shares, notwithstanding anything to the contrary herein) agreeing that no such adjustment shall be made as the result of the issuance or deemed issuance of such Additional Shares of Common Stock.

4.4.3    Deemed Issue of Additional Shares of Common Stock.

(a)    If the Corporation at any time or from time to time after the Preferred Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to

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exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

(b)    If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the applicable Conversion Price for shares of any series of Preferred Stock pursuant to the terms of Subsection 4.4.4, are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, such Conversion Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (b) shall have the effect of increasing the applicable Conversion Price for shares of any series of Preferred Stock to an amount which exceeds the lower of (i) the applicable Conversion Price in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the applicable Conversion Price that would have resulted from any issuances of Additional Shares of Common Stock (other than deemed issuances of Additional Shares of Common Stock as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date.

(c)    If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Exempted Securities), the issuance of which did not result in an adjustment to the applicable Conversion Price for shares of any series of Preferred Stock pursuant to the terms of Subsection 4.4.4 (either because the consideration per share (determined pursuant to Subsection 4.4.5) of the Additional Shares of Common Stock subject thereto was equal to or greater than the applicable Conversion Price for such shares then in effect, or because such Option or Convertible Security was issued before the Preferred Original Issue Date), are revised after the Preferred Original Issue Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Subsection 4.4.3(a) shall be deemed to have been issued effective upon such increase or decrease becoming effective).

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(d)    Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the applicable Conversion Price for shares of any series of Preferred Stock pursuant to the terms of Subsection 4.4.4, such Conversion Price shall be readjusted to such Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued.

(e)    If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the applicable Conversion Price for shares of any series of Preferred Stock provided for in this Subsection 4.4.3 shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (b) and (c) of this Subsection 4.4.3). If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the applicable Conversion Price for shares of any series of Preferred Stock that would result under the terms of this Subsection 4.4.3 at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to such Conversion Price that such issuance or amendment took place at the time such calculation can first be made.

4.4.4    Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time after the Preferred Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 4.4.3), without consideration or for a consideration per share less than the applicable Conversion Price for shares of any series of Preferred Stock in effect immediately prior to such issue, then such Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula:

CP₂ = CP₁* (A + B) ÷ (A + C).

For purposes of the foregoing formula, the following definitions shall apply:

(a)    “CP₂” shall mean the applicable Conversion Price for shares of such series of Preferred Stock in effect immediately after such issue of Additional Shares of Common Stock

(b)    “CP₁” shall mean the applicable Conversion Price for shares of such series of Preferred Stock in effect immediately prior to such issue of Additional Shares of Common Stock;

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(c)    “A” shall mean the number of shares of Common Stock outstanding immediately prior to such issue of Additional Shares of Common Stock (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue or upon conversion or exchange of Convertible Securities (including the Preferred Stock) outstanding (assuming exercise of any outstanding Options therefor) immediately prior to such issue);

(d)    “B” shall mean the number of shares of Common Stock that would have been issued if such Additional Shares of Common Stock had been issued at a price per share equal to CP₁ (determined by dividing the aggregate consideration received by the Corporation in respect of such issue by CP₁); and

(e)    “C” shall mean the number of such Additional Shares of Common Stock issued in such transaction.

4.4.5    Determination of Consideration. For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

(a)    Cash and Property: Such consideration shall:

(i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest;

(ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation, including all Preferred Directors then in office; and

(iii) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the Corporation, including all Preferred Directors then in office.

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(b)    Options and Convertible Securities. The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to have been issued pursuant to Subsection 4.4.3, relating to Options and Convertible Securities, shall be determined by dividing:

(i) the total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

(ii) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.

4.4.6    Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the applicable Conversion Price for shares of any series of Preferred Stock pursuant to the terms of Subsection 4.4.4, and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final such issuance, then, upon the final such issuance, such Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).

4.5    Adjustment for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the Preferred Original Issue Date effect a subdivision of the outstanding Common Stock, the applicable Conversion Price for shares of each series of Preferred Stock in effect immediately before that subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Corporation shall at any time or from time to time after the Preferred Original Issue Date combine the outstanding shares of Common Stock, the applicable

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Conversion Price for shares of each series of Preferred Stock in effect immediately before the combination shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

4.6    Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Preferred Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the applicable Conversion Price for shares of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying such applicable Conversion Price then in effect by a fraction:

(1)    the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and

(2)    the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the applicable Conversion Price for shares of each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of such series of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of such series of Preferred Stock had been converted into Common Stock on the date of such event.

4.7    Adjustments for Other Dividends and Distributions. In the event the Corporation at any time or from time to time after the Preferred Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Corporation (other than a distribution of shares of Common Stock in respect of outstanding shares of Common Stock) or in other property and the provisions of Section 1 do not apply to such dividend or distribution, then and in each such event the holders of Preferred Stock shall receive, simultaneously with the distribution to the holders of Common Stock, a dividend or other distribution of such securities or other property in an amount equal to the amount of such securities or other property as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

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4.8    Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.4, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 or 4.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of the applicable series of Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation, including all Preferred Directors then in office) shall be made in the application of the provisions in this Section 4 with respect to the rights and interests thereafter of the holders of such series of Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price for shares of such series of Preferred Stock) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the shares of such series of Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the General Corporation Law in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Preferred Stock in any such appraisal proceeding.

4.9    Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the applicable Conversion Price for shares of any series of Preferred Stock pursuant to this Section 4, the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than ten (10) days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of shares of such affected series of Preferred Stock a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which shares of such series of Preferred Stock is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of Preferred Stock but in any event not later than ten (10) days thereafter, furnish or cause to be furnished to such holder a certificate setting forth (i) the applicable Conversion Price then in effect for shares of such series of Preferred Stock, and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the conversion of shares of such series of Preferred Stock.

4.10    Notice of Record Date. In the event:

(a)    the Corporation shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of the Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; or

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(b)    of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation, or any Deemed Liquidation Event; or

(c)    of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation,

then, and in each such case, the Corporation will send or cause to be sent to the holders of the Preferred Stock a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of the Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Preferred Stock and the Common Stock. Such notice shall be sent at least ten (10) days prior to the record date or effective date for the event specified in such notice.

5.    Mandatory Conversion.

5.1    Qualified Initial Public Offering. Upon either (a) the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $75,000,000 of gross proceeds to the Corporation or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of the Requisite Vote (the time of such closing or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the “Mandatory Conversion Time”), then (i) all outstanding shares of Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate as calculated pursuant to Subsection 4.1.1. and (ii) such shares may not be reissued by the Corporation.

5.2    Procedural Requirements. All holders of record of shares of Preferred Stock shall be sent written notice of the Mandatory Conversion Time and the place designated for mandatory conversion of all such shares of Preferred Stock pursuant to this Section 5. Such notice need not be sent in advance of the occurrence of the Mandatory Conversion Time. Upon receipt of such notice, each holder of shares of Preferred Stock in certificated form shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice. If so required by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. All rights with respect to the Preferred Stock converted pursuant to Subsection 5.1, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate at the Mandatory Conversion Time (notwithstanding the failure of the

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holder or holders thereof to surrender any certificates at or prior to such time), except only the rights of the holders thereof, upon surrender of any certificate or certificates of such holders (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the next sentence of this Subsection 5.2. As soon as practicable after the Mandatory Conversion Time and, if applicable, the surrender of any certificate or certificates (or lost certificate affidavit and agreement) for Preferred Stock, the Corporation shall (a) issue and deliver to such holder, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and (b) pay cash as provided in Subsection 4.2 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion and the payment of any declared but unpaid dividends on the shares of Preferred Stock converted. Such converted Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

6.    Redemption.

6.1    General. Unless prohibited by Delaware law governing distributions to stockholders, shares of Preferred Stock shall be redeemed by the Corporation at a price equal to the applicable Original Issue Price per share, plus any Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon (the “Redemption Price”), in three (3) annual installments commencing not more than sixty (60) days after receipt by the Corporation at any time on or after the fifth anniversary of the date on which the first share of Series C Preferred Stock is issued, from the holders of the Requisite Vote of written notice requesting redemption of all shares of Preferred Stock (the “Redemption Request”). Upon receipt of a Redemption Request, the Corporation shall apply all of its assets to any such redemption, and to no other corporate purpose, except to the extent prohibited by Delaware law governing distributions to stockholders. The date of each such installment shall be referred to as a “Redemption Date.” On each Redemption Date, the Corporation shall redeem, on a pro rata basis in accordance with the number of shares of Preferred Stock owned by each holder, that number of outstanding shares of Preferred Stock determined by dividing (i) the total number of shares of Preferred Stock outstanding immediately prior to such Redemption Date by (ii) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). If on any Redemption Date Delaware law governing distributions to stockholders prevents the Corporation from redeeming all shares of Preferred Stock to be redeemed, the Corporation shall ratably redeem the maximum number of shares that it may redeem consistent with such law, and shall redeem the remaining shares as soon as it may lawfully do so under such law. If at any time when the Corporation is required to effect a redemption, the Corporation has insufficient cash legally available or otherwise fails to effect such redemption, then without prejudice to any other rights or remedies of the holders of the Preferred Stock at law or otherwise, to the maximum extent permitted by law, each share of Preferred Stock not so redeemed shall continue to benefit in full from all rights, privileges and preferences attaching thereto.

6.2    Redemption Notice. The Corporation shall send written notice of the mandatory redemption (the “Redemption Notice”) to each holder of record of Preferred Stock not less than forty (40) days prior to each Redemption Date. Each Redemption Notice shall state:

(a)    the number of shares of Preferred Stock held by the holder that the Corporation shall redeem on the Redemption Date specified in the Redemption Notice;

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(b)    the Redemption Date and the Redemption Price;

(c)    the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 4.1); and

(d)    for holders of shares in certificated form, that the holder is to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed.

6.3    Surrender of Certificates; Payment. On or before the applicable Redemption Date, each holder of shares of Preferred Stock to be redeemed on such Redemption Date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 4, shall, if a holder of shares in certificated form, surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate, instrument, or book entry representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder.

6.4    Rights Subsequent to Redemption. If the Redemption Notice shall have been duly given, and if on the applicable Redemption Date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that any certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such Redemption Date and all rights with respect to such shares shall forthwith after the Redemption Date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of any such certificate or certificates therefor.

7.    Redeemed or Otherwise Acquired Shares. Any shares of Preferred Stock that are redeemed or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Preferred Stock following redemption.

8.    Waiver. Except as otherwise set forth herein or under the laws of the State of Delaware, any of the rights, powers, preferences and other terms of the Preferred Stock set forth herein may be waived, either prospectively or retrospectively, on behalf of all holders of Preferred Stock by the affirmative written consent or vote of the holders of the Requisite Vote.

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9.    Notices. Any notice required or permitted by the provisions of this Article Fourth to be given to a holder of shares of Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the General Corporation Law, and shall be deemed sent upon such mailing or electronic transmission.

FIFTH: Subject to any additional vote required by the Certificate of Incorporation or By-laws, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the By-laws of the Corporation.

SIXTH: Subject to any additional vote required by the Certificate of Incorporation, the number of directors of the Corporation shall be determined in the manner set forth in the By-laws of the Corporation.

SEVENTH: Elections of directors need not be by written ballot unless the By-laws of the Corporation shall so provide.

EIGHTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-laws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-laws of the Corporation.

NINTH: To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law or any other law of the State of Delaware is amended after approval by the stockholders of this Article Ninth to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.

Any repeal or modification of the foregoing provisions of this Article Ninth by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

TENTH: The following indemnification provisions shall apply to the persons enumerated below.

1.    Right to Indemnification of Directors and Officers. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Indemnified Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise or

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nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys” fees) reasonably incurred by such Indemnified Person in such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 3 of this Article Tenth, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Board of Directors.

2.    Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth or otherwise.

3.    Claims by Directors and Officers. If a claim for indemnification or advancement of expenses under this Article Tenth is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Corporation, the Indemnified Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

4.    Indemnification of Employees and Agents. The Corporation may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Corporation or, while an employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-director or officer employees or agents shall be made in such manner as is determined by the Board of Directors in its sole discretion. Notwithstanding the foregoing sentence, the Corporation shall not be required to indemnify a person in connection with a Proceeding initiated by such person if the Proceeding was not authorized in advance by the Board of Directors.

5.    Advancement of Expenses of Employees and Agents. The Corporation may pay the expenses (including attorneys’ fees) incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Board of Directors.

6.    Non-Exclusivity of Rights. The rights conferred on any person by this Article Tenth shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

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7.    Other Indemnification. The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer or employee of another Corporation, partnership, limited liability company, joint venture, trust, organization or other enterprise shall be reduced by any amount such person may collect as indemnification from such other Corporation, partnership, limited liability company, joint venture, trust, organization or other enterprise.

8.    Insurance. The Board of Directors may, to the full extent permitted by applicable law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain at the Corporation’s expense insurance: (a) to indemnify the Corporation for any obligation which it incurs as a result of the indemnification of directors, officers and employees under the provisions of this Article Tenth; and (b) to indemnify or insure directors, officers and employees against liability in instances in which they may not otherwise be indemnified by the Corporation under the provisions of this Article Tenth.

9.    Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article Tenth shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s heirs, executors and administrators.

ELEVENTH: The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Preferred Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation.

*    *    *

3.    That the foregoing amendment and restatement was approved by the holders of the requisite number of shares of this corporation in accordance with Section 228 of the General Corporation Law.

4.    That this Third Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this Corporation’s Second Amended and Restated Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law.

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IN WITNESS WHEREOF, this Third Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this 17th day of November, 2017.

By:	/s/ Douglas E. Williams
Douglas E. Williams, President and Chief Executive Officer

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EX-3.2

Exhibit 3.2

FOURTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CODIAK BIOSCIENCES, INC.

Codiak BioSciences, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is Codiak BioSciences, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was June 12, 2015 (the “Original Certificate”). The name under which the Corporation filed the Original Certificate was Kodiak Biotechnologies, Inc.

2. This Fourth Amended and Restated Certificate of Incorporation (the “Certificate”) amends, restates and integrates the provisions of the Third Amended and Restated Certificate of Incorporation that was filed with the Secretary of State of the State of Delaware on November 17, 2017 (the “Third Amended and Restated Certificate”), and was duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”).

3. The text of the Third Amended and Restated Certificate is hereby amended and restated in its entirety to provide as herein set forth in full.

ARTICLE I

The name of the Corporation is Codiak BioSciences, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

CAPITAL STOCK

The total number of shares of capital stock which the Corporation shall have authority to issue is [one hundred and sixty million] ([160,000,000]) of which (i) [one hundred and fifty million] ([150,000,000]) shares shall be a class designated as common stock, par value $[0.0001] per share (the “Common Stock”), and (ii) [ten million] ([10,000,000]) shares shall be a class designated as undesignated preferred stock, par value $[0.0001] per share (the “Undesignated Preferred Stock”).

Except as otherwise provided in any certificate of designations of any series of Undesignated Preferred Stock, the number of authorized shares of the class of Common Stock or Undesignated Preferred Stock may from time to time be increased or decreased (but not below the number of shares of such class outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation irrespective of the provisions of Section 242(b)(2) of the DGCL.

The powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall be determined in accordance with, or as set forth below in, this Article IV.

A. COMMON STOCK

Subject to all the rights, powers and preferences of the Undesignated Preferred Stock and except as provided by law or in this Certificate (or in any certificate of designations of any series of Undesignated Preferred Stock):

(a) Ranking. The holders of the Common Stock shall have the exclusive right to vote for the election of directors of the Corporation (the “Directors”) and on all other matters requiring stockholder action, each outstanding share entitling the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate (or on any amendment to a certificate of designations of any series of Undesignated Preferred Stock) that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of Undesignated Preferred Stock if the holders of such affected series of Undesignated Preferred Stock are entitled to vote, either separately or together with the holders of one or more other such series, on such amendment pursuant to this Certificate (or pursuant to a certificate of designations of any series of Undesignated Preferred Stock) or pursuant to the DGCL;

(b) Dividends. Dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends, but only when and as declared by the Board of Directors or any authorized committee thereof; and

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(c) Liquidation Rights. Upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock.

B. UNDESIGNATED PREFERRED STOCK

The Board of Directors or any authorized committee thereof is expressly authorized, to the fullest extent permitted by law, to provide by resolution or resolutions for, out of the unissued shares of Undesignated Preferred Stock, the issuance of the shares of Undesignated Preferred Stock in one or more series of such stock, and by filing a certificate of designations pursuant to applicable law of the State of Delaware, to establish or change from time to time the number of shares of each such series, and to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereof.

ARTICLE V

STOCKHOLDER ACTION

1. Action without Meeting. Any action required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders and may not be taken or effected by a written consent of stockholders in lieu thereof. Notwithstanding anything herein to the contrary, the affirmative vote of not less than two thirds (2/3) of the outstanding shares of capital stock entitled to vote thereon, and the affirmative vote of not less than two thirds (2/3) of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of this Article V, Section 1.

2. Special Meetings. Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock, special meetings of the stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a resolution approved by the affirmative vote of a majority of the Directors then in office, and special meetings of stockholders may not be called by any other person or persons. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation.

ARTICLE VI

DIRECTORS

1. General. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided herein or required by law.

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2. Election of Directors. Election of Directors need not be by written ballot unless the By-laws of the Corporation (the “By-laws”) shall so provide.

3. Number of Directors; Term of Office. The number of Directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders of any series of Undesignated Preferred Stock, shall be classified, with respect to the term for which they severally hold office, into three classes. The initial Class I Directors of the Corporation shall be Douglas Williams, Avak Kahvejian, and Steven Gillis; the initial Class II Directors of the Corporation shall be Charles Cooney and Eric Lander; and the initial Class III Directors of the Corporation shall be Briggs Morrison, Jonathan Poole, and Karen Bernstein. The initial Class I Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2020, the initial Class II Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2021, and the initial Class III Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2022. The mailing address of each person who is to serve initially as a director is c/o Codiak BioSciences, Inc., 500 Technology Square, 9^th Floor, Cambridge, Massachusetts 02139. At each annual meeting of stockholders, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Notwithstanding the foregoing, the Directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation, death or removal.

Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Undesignated Preferred Stock shall have the right, voting separately as a series or together with holders of other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable to such series.

Notwithstanding anything herein to the contrary, the affirmative vote of not less than two thirds (2/3) of the outstanding shares of capital stock entitled to vote thereon, and the affirmative vote of not less than two thirds (2/3) of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of this Article VI, Section 3.

4. Vacancies. Subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock to elect Directors and to fill vacancies in the Board of Directors relating thereto, any and all vacancies in the Board of Directors, however occurring, including, without limitation, by reason of an increase in the size of the Board of Directors, or the death, resignation, disqualification or removal of a Director, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum of the Board of Directors, and not by the stockholders. Any Director appointed in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director’s successor shall have been duly elected and qualified or until his or her earlier

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resignation, death or removal. Subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock to elect Directors, when the number of Directors is increased or decreased, the Board of Directors shall, subject to Article VI, Section 3 hereof, determine the class or classes to which the increased or decreased number of Directors shall be apportioned; provided, however, that no decrease in the number of Directors shall shorten the term of any incumbent Director. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, shall exercise the powers of the full Board of Directors until the vacancy is filled.

5. Removal. Subject to the rights, if any, of any series of Undesignated Preferred Stock to elect Directors and to remove any Director whom the holders of any such series have the right to elect, any Director (including persons elected by Directors to fill vacancies in the Board of Directors) may be removed from office (i) only with cause and (ii) only by the affirmative vote of the holders of not less than two thirds (2/3) of the outstanding shares of capital stock then entitled to vote at an election of Directors. At least forty-five (45) days prior to any annual or special meeting of stockholders at which it is proposed that any Director be removed from office, written notice of such proposed removal and the alleged grounds thereof shall be sent to the Director whose removal will be considered at the meeting.

ARTICLE VII

LIMITATION OF LIABILITY

A Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a Director, except for liability (a) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Any amendment, repeal or modification of this Article VII by either of (i) the stockholders of the Corporation or (ii) an amendment to the DGCL, shall not adversely affect any right or protection existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring before such amendment, repeal or modification of a person serving as a Director at the time of such amendment, repeal or modification.

Notwithstanding anything herein to the contrary, the affirmative vote of not less than two thirds (2/3) of the outstanding shares of capital stock entitled to vote thereon, and the affirmative vote of not less than two thirds (2/3) of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of this Article VII.

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ARTICLE VIII

AMENDMENT OF BY-LAWS

1. Amendment by Directors. Except as otherwise provided by law, the By-laws of the Corporation may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the Directors then in office.

2. Amendment by Stockholders. Except as otherwise provided therein, the By-laws of the Corporation may be amended or repealed at any annual meeting of stockholders, or special meeting of stockholders called for such purpose, by the affirmative vote of not less than two thirds (2/3) of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class.

ARTICLE IX

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right to amend or repeal this Certificate in the manner now or hereafter prescribed by statute and this Certificate, and all rights conferred upon stockholders herein are granted subject to this reservation. Except as otherwise required by this Certificate or by law, whenever any vote of the holders of capital stock of the Corporation is required to amend or repeal any provision of this Certificate, such amendment or repeal shall require the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment or repeal, and the affirmative vote of the majority of the outstanding shares of each class entitled to vote thereon as a class, at a duly constituted meeting of stockholders called expressly for such purpose.

[End of Text]

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THIS AMENDED AND RESTATED CERTIFICATE OF INCORPORATION is executed as of this [    ] day of [            ], [            ].

CODIAK BIOSCIENCES, INC.

By:

Name:

Title:

Signature Page to Fourth Amended and Restated Certificate of Incorporation

EX-3.3

Exhibit 3.3

AMENDED AND RESTATED BY-LAWS

of

CODIAK BIOSCIENCES, INC.

(the “Corporation”)

1.    Stockholders

(a)    Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting is established or said meeting is not held on the date established as provided above, a special meeting in lieu thereof may be held or there may be action by written consent of the stockholders on matters to be voted on at the annual meeting, and such special meeting or written consent shall have for the purposes of these By-laws or otherwise all the force and effect of an annual meeting.

(b)    Special Meetings. Special meetings of stockholders may be called by the Chief Executive Officer, if one is elected, or, if there is no Chief Executive Officer, a President, or by the Board of Directors, but such special meetings may not be called by any other person or persons. The call for the meeting shall state the place, date, hour and purposes of the meeting. Only the purposes specified in the notice of special meeting shall be considered or dealt with at such special meeting.

(c)    Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present and vote at such meeting, and, in the case of a special meeting, the purpose or purposes of the meeting, shall be given by the Secretary (or other person authorized by these By-laws or by law) not less than ten (10) nor more than sixty (60) days before the meeting to each stockholder entitled to vote thereat and to each stockholder who, under the Certificate of Incorporation or under these By-laws is entitled to such notice. If mailed, notice is given when deposited in the mail, postage prepaid, directed to such stockholder at such stockholder’s address as it appears in the records of the Corporation. Without limiting the manner by which notice otherwise may be effectively given to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law (the “DGCL”).

If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

(d)    Quorum. The holders of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. The stockholders present at a duly constituted meeting may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to reduce the voting shares below a quorum.

(e)    Voting and Proxies. Except as otherwise provided by the Certificate of Incorporation or by law, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by either written proxy or by a transmission permitted by Section 212(c) of the DGCL, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period or is irrevocable and coupled with an interest. Proxies shall be filed with the Secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting.

(f)    Action at Meeting. When a quorum is present, any matter before the meeting shall be decided by vote of the holders of a majority of the shares of stock voting on such matter except where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws. Any election of directors by stockholders shall be determined by a plurality of the votes cast, except where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws. The Corporation shall not directly or indirectly vote any share of its own stock; provided, however, that the Corporation may vote shares which it holds in a fiduciary capacity to the extent permitted by law.

(g)    Presiding Officer. Meetings of stockholders shall be presided over by the Chairman of the Board, if one is elected, or in his or her absence, the Vice Chairman of the Board, if one is elected, or if neither is elected or in their absence, a President. The Board of Directors shall have the authority to appoint a temporary presiding officer to serve at any meeting of the stockholders if the Chairman of the Board, the Vice Chairman of the Board or a President is unable to do so for any reason.

(h)    Conduct of Meetings. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the presiding officer of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding officer of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for

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maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the presiding officer of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

(i)    Action without a Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted by law to be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office, by hand or by certified mail, return receipt requested, or to the Corporation’s principal place of business or to the officer of the Corporation having custody of the minute book. Every written consent shall bear the date of signature and no written consent shall be effective unless, within sixty (60) days of the earliest dated consent delivered pursuant to these By-laws, written consents signed by a sufficient number of stockholders entitled to take action are delivered to the Corporation in the manner set forth in these By-laws. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

(j)    Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this Section 1(j) shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting in the manner provided by law. The list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law.

2.    Directors

(a)    Powers. The business of the Corporation shall be managed by or under the direction of a Board of Directors who may exercise all the powers of the Corporation except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

(b)    Number and Qualification. Unless otherwise provided in the Certificate of Incorporation or in these By-laws, the number of directors which shall constitute the whole board shall be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

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(c)    Vacancies; Reduction of Board. A majority of the directors then in office, although less than a quorum, or a sole remaining Director, may fill vacancies in the Board of Directors occurring for any reason and newly created directorships resulting from any increase in the authorized number of directors. In lieu of filling any vacancy, the Board of Directors may reduce the number of directors.

(d)    Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, directors shall hold office until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

(e)    Removal. To the extent permitted by law, a director may be removed from office with or without cause by vote of the holders of a majority of the shares of stock entitled to vote in the election of directors.

(f)    Meetings. Regular meetings of the Board of Directors may be held without notice at such time, date and place as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called, orally or in writing, by the Chief Executive Officer, if one is elected, or, if there is no Chief Executive Officer, the President, or by two or more Directors, designating the time, date and place thereof. Directors may participate in meetings of the Board of Directors by means of conference telephone or other communications equipment by means of which all directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting.

(g)    Notice of Meetings. Notice of the time, date and place of all special meetings of the Board of Directors shall be given to each director by the Secretary, or Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the officer or one of the directors calling the meeting. Notice shall be given to each director in person, by telephone, or by facsimile, electronic mail or other form of electronic communications, sent to such director’s business or home address at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to such director’s business or home address at least forty-eight (48) hours in advance of the meeting.

(h)    Quorum. At any meeting of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice.

(i)    Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, unless otherwise provided in the following sentence, a majority of the directors present may take any action on behalf of the Board of Directors, unless a larger number is required by law, by the Certificate of Incorporation or by these By-laws. So long as there are two (2) or fewer Directors, any action to be taken by the Board of Directors shall require the approval of all Directors.

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(j)    Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the records of the meetings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

(k)    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, establish one or more committees, each committee to consist of one or more directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval or (ii) adopting, amending or repealing any provision of these By-laws.

Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but in the absence of such rules its business shall be conducted so far as possible in the same manner as is provided in these By-laws for the Board of Directors. All members of such committees shall hold their committee offices at the pleasure of the Board of Directors, and the Board may abolish any committee at any time.

3.    Officers

(a)    Enumeration. The officers of the Corporation shall consist of one or more Presidents (who, if there is more than one, shall be referred to as Co-Presidents), a Treasurer, a Secretary, and such other officers, including, without limitation, a Chief Executive Officer and one or more Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine. The Board of Directors may elect from among its members a Chairman of the Board and a Vice Chairman of the Board.

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(b)    Election. The Presidents, Treasurer and Secretary shall be elected annually by the Board of Directors at their first meeting following the annual meeting of stockholders. Other officers may be chosen by the Board of Directors at such meeting or at any other meeting.

(c)    Qualification. No officer need be a stockholder or Director. Any two or more offices may be held by the same person. Any officer may be required by the Board of Directors to give bond for the faithful performance of such officer’s duties in such amount and with such sureties as the Board of Directors may determine.

(d)    Tenure. Except as otherwise provided by the Certificate of Incorporation or by these By-laws, each of the officers of the Corporation shall hold office until the first meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer may resign by delivering his or her written resignation to the Corporation, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

(e)    Removal. The Board of Directors may remove any officer with or without cause by a vote of a majority of the directors then in office.

(f)    Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

(g)    Chairman of the Board and Vice Chairman. Unless otherwise provided by the Board of Directors, the Chairman of the Board of Directors, if one is elected, shall preside, when present, at all meetings of the stockholders and the Board of Directors. The Chairman of the Board shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

Unless otherwise provided by the Board of Directors, in the absence of the Chairman of the Board, the Vice Chairman of the Board, if one is elected, shall preside, when present, at all meetings of the stockholders and the Board of Directors. The Vice Chairman of the Board shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

(h)    Chief Executive Officer. The Chief Executive Officer, if one is elected, shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

(i)    Presidents. The Presidents shall, subject to the direction of the Board of Directors, each have general supervision and control of the Corporation’s business and any action that would typically be taken by a President may be taken by any Co-President. If there is no Chairman of the Board or Vice Chairman of the Board, a President shall preside, when present, at all meetings of stockholders and the Board of Directors. The Presidents shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

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(j)    Vice Presidents and Assistant Vice Presidents. Any Vice President (including any Executive Vice President or Senior Vice President) and any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

(k)    Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. The Treasurer shall have custody of all funds, securities, and valuable documents of the Corporation, except as the Board of Directors may otherwise provide. The Treasurer shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.

Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time designate.

(l)    Secretary and Assistant Secretaries. The Secretary shall record the proceedings of all meetings of the stockholders and the Board of Directors (including committees of the Board) in books kept for that purpose. In the absence of the Secretary from any such meeting an Assistant Secretary, or if such person is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation) and shall have such other duties and powers as may be designated from time to time by the Board of Directors.

Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors may from time to time designate.

(m)    Other Powers and Duties. Subject to these By-laws, each officer of the Corporation shall have in addition to the duties and powers specifically set forth in these By-laws, such duties and powers as are customarily incident to such officer’s office, and such duties and powers as may be designated from time to time by the Board of Directors.

4.    Capital Stock

(a)    Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by a President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. Such signatures may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law. The Corporation shall be permitted to issue fractional shares.

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(b)    Transfers. Subject to any restrictions on transfer, shares of stock may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

(c)    Record Holders. Except as may otherwise be required by law, by the Certificate of Incorporation or by these By-laws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-laws.

It shall be the duty of each stockholder to notify the Corporation of such stockholder’s post office address.

(d)    Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not precede the date on which it is established, and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, more than ten (10) days after the date on which the record date for stockholder consent without a meeting is established, nor more than sixty (60) days prior to any other action. In such case only stockholders of record on such record date shall be so entitled notwithstanding any transfer of stock on the books of the Corporation after the record date.

If no record date is fixed, (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, (ii) the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this state, to its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded, and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(e)    Lost Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

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5.    Indemnification

(a)    Definitions. For purposes of this Section 5:

(i)    “Corporate Status” describes the status of a person who is serving or has served (A) as a Director of the Corporation, (B) as an Officer of the Corporation, (C) as a Non-Officer Employee of the Corporation, or (D) as a director, partner, trustee, officer, employee or agent of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, foundation, association, organization or other legal entity for which such person is or was serving at the request of the Corporation. For purposes of this Section 5(a)(i), a Director, Officer or Non-Officer Employee of the Corporation who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to be serving at the request of the Corporation. Notwithstanding the foregoing, “Corporate Status” shall not include the status of a person who is serving or has served as a director, officer, employee or agent of a constituent corporation absorbed in a merger or consolidation transaction with the Corporation with respect to such person’s activities prior to said transaction, unless specifically authorized by the Board of Directors or the stockholders of the Corporation;

(ii)    “Director” means any person who serves or has served the Corporation as a director on the Board of Directors of the Corporation;

(iii)    “Disinterested Director” means, with respect to each Proceeding in respect of which indemnification is sought hereunder, a Director of the Corporation who is not and was not a party to such Proceeding;

(iv)    “Expenses” means all reasonable attorneys fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding;

(v)    “Liabilities” means judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement;

(vi)    “Non-Officer Employee” means any person who serves or has served as an employee or agent of the Corporation, but who is not or was not a Director or Officer;

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(vii)    “Officer” means any person who serves or has served the Corporation as an officer of the Corporation appointed by the Board of Directors of the Corporation;

(viii)    “Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative; and

(ix)    “Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust or other entity of which the Corporation owns (either directly or through or together with another Subsidiary of the Corporation) either (i) a general partner, managing member or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other entity, or (B) 50% or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other entity.

(b)    Indemnification of Directors and Officers. Subject to the operation of Section 5(d) of these By-laws, each Director and Officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), and to the extent authorized in subsections (i) through (iv) of this Section 5(b).

(i)    Actions, Suits and Proceedings Other than By or In the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against any and all Expenses and Liabilities that are incurred or paid by such Director or Officer or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein (other than an action by or in the right of the Corporation), which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

(ii)    Actions, Suits and Proceedings By or In the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against any and all Expenses that are incurred by such Director or Officer or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein by or in the right of the Corporation, which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be

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made under this Section 5(b)(ii) in respect of any claim, issue or matter as to which such Director or Officer shall have been finally adjudged by a court of competent jurisdiction to be liable to the Corporation, unless, and only to the extent that, the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite adjudication of liability, but in view of all the circumstances of the case, such Director or Officer is fairly and reasonably entitled to indemnification for such Expenses that such court deems proper.

(iii)    Survival of Rights. The rights of indemnification provided by this Section 5(b) shall continue as to a Director or Officer after he or she has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives.

(iv)    Actions by Directors or Officers. Notwithstanding the foregoing, the Corporation shall indemnify any Director or Officer seeking indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding (including any parts of such Proceeding not initiated by such Director or Officer) was authorized in advance by the Board of Directors of the Corporation, unless such Proceeding was brought to enforce such Officer’s or Director’s rights to indemnification or, in the case of Directors, advancement of Expenses under these By-laws in accordance with the provisions set forth herein.

(c)    Indemnification of Non-Officer Employees. Subject to the operation of Section 5(d) of these By-laws, each Non-Officer Employee may, in the discretion of the Board of Directors of the Corporation, be indemnified by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against any or all Expenses and Liabilities that are incurred by such Non-Officer Employee or on such Non-Officer Employee’s behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue or matter therein, which such Non-Officer Employee is, or is threatened to be made, a party to or participant in by reason of such Non-Officer Employee’s Corporate Status, if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 5(c) shall exist as to a Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators. Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer Employee seeking indemnification in connection with a Proceeding initiated by such Non-Officer Employee only if such Proceeding was authorized in advance by the Board of Directors of the Corporation.

(d)    Determination. Unless ordered by a court, no indemnification shall be provided pursuant to this Section 5 to a Director, to an Officer or to a Non-Officer Employee unless a determination shall have been made that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made by (i) a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Directors, (ii) a

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committee comprised of Disinterested Directors, such committee having been designated by a majority vote of the Disinterested Directors (even though less than a quorum), (iii) if there are no such Disinterested Directors, or if a majority of Disinterested Directors so directs, by independent legal counsel in a written opinion, or (iv) by the stockholders of the Corporation.

(e)    Advancement of Expenses to Directors Prior to Final Disposition.

(i)    The Corporation shall advance all Expenses incurred by or on behalf of any Director in connection with any Proceeding in which such Director is involved by reason of such Director’s Corporate Status within thirty (30) days after the receipt by the Corporation of a written statement from such Director requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Director and shall be preceded or accompanied by an undertaking by or on behalf of such Director to repay any Expenses so advanced if it shall ultimately be determined that such Director is not entitled to be indemnified against such Expenses. Notwithstanding the foregoing, the Corporation shall advance all Expenses incurred by or on behalf of any Director seeking advancement of expenses hereunder in connection with a Proceeding initiated by such Director only if such Proceeding (including any parts of such Proceeding not initiated by such Director) was (A) authorized by the Board of Directors of the Corporation, or (B) brought to enforce such Director’s rights to indemnification or advancement of Expenses under these By-laws.

(ii)    If a claim for advancement of Expenses hereunder by a Director is not paid in full by the Corporation within thirty (30) days after receipt by the Corporation of documentation of Expenses and the required undertaking, such Director may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and if successful in whole or in part, such Director shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such advancement of Expenses under this Section 5 shall not be a defense to an action brought by a Director for recovery of the unpaid amount of an advancement claim and shall not create a presumption that such advancement is not permissible. The burden of proving that a Director is not entitled to an advancement of expenses shall be on the Corporation.

(iii)    In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Director has not met any applicable standard for indemnification set forth in the DGCL.

(f)    Advancement of Expenses to Officers and Non-Officer Employees Prior to Final Disposition.

(i)    The Corporation may, at the discretion of the Board of Directors of the Corporation, advance any or all Expenses incurred by or on behalf of any Officer or any Non-Officer Employee in connection with any Proceeding in which such person is

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involved by reason of his or her Corporate Status as an Officer or Non-Officer Employee upon the receipt by the Corporation of a statement or statements from such Officer or Non-Officer Employee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Officer or Non-Officer Employee and shall be preceded or accompanied by an undertaking by or on behalf of such person to repay any Expenses so advanced if it shall ultimately be determined that such Officer or Non-Officer Employee is not entitled to be indemnified against such Expenses.

(ii)    In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Officer or Non-Officer Employee has not met any applicable standard for indemnification set forth in the DGCL.

(g)    Contractual Nature of Rights.

(i)    The provisions of this Section 5 shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Section 5 is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation. Neither amendment, repeal or modification of any provision of this Section 5 nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Section 5 shall eliminate or reduce any right conferred by this Section 5 in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Section 5 shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such person.

(ii)    If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Section 5 shall not be a defense to an action brought by a Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation.

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(iii)    In any suit brought by a Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

(h)    Non-Exclusivity of Rights. The rights to indemnification and advancement of Expenses set forth in this Section 5 shall not be exclusive of any other right which any Director, Officer, or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Certificate or these By-laws, agreement, vote of stockholders or Disinterested Directors or otherwise.

(i)    Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer or Non-Officer Employee against any liability of any character asserted against or incurred by the Corporation or any such Director, Officer or Non-Officer Employee, or arising out of any such person’s Corporate Status, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL or the provisions of this Section 5.

(j)    Other Indemnification. The Corporation’s obligation, if any, to indemnify or provide advancement of Expenses to any person under this Section 5 as a result of such person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount such person may collect as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or enterprise (the “Primary Indemnitor”). Any indemnification or advancement of Expenses under this Section 5 owed by the Corporation as a result of a person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall only be in excess of, and shall be secondary to, the indemnification or advancement of Expenses available from the applicable Primary Indemnitor(s) and any applicable insurance policies.

6.    Miscellaneous Provisions

(a)    Fiscal Year. Except as otherwise determined by the Board of Directors, the fiscal year of the Corporation shall end on December 31 of each year.

(b)    Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.

(c)    Execution of Instruments. Subject to any limitations which may be set forth in a resolution of the Board of Directors, all deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without director action may be executed on behalf of the Corporation by, a President, or by any other officer, employee or agent of the Corporation as the Board of Directors may authorize.

(d)    Voting of Securities. Unless the Board of Directors otherwise provides, a President, any Vice President or the Treasurer may waive notice of and act on behalf of this Corporation, or appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this Corporation.

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(e)    Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.

(f)    Corporate Records. The original or attested copies of the Certificate of Incorporation, By-laws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock and transfer records, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, shall be kept at the principal office of the Corporation, at the office of its counsel, or at an office of its transfer agent.

(g)    Certificate of Incorporation. All references in these By-laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

(h)    Amendments. These By-laws may be altered, amended or repealed, and new By-laws may be adopted, by the stockholders or by the Board of Directors; provided, that (a) the Board of Directors may not alter, amend or repeal any provision of these By-laws which by law, by the Certificate of Incorporation or by these By-laws requires action by the stockholders and (b) any alteration, amendment or repeal of these By-laws by the Board of Directors and any new By-law adopted by the Board of Directors may be altered, amended or repealed by the stockholders.

(i)    Waiver of Notice. Whenever notice is required to be given under any provision of these By-laws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting needs to be specified in any written waiver or any waiver by electronic transmission.

Adopted: August 25, 2015.

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EX-3.4

Exhibit 3.4

SECOND AMENDED AND RESTATED

BY-LAWS

OF

CODIAK BIOSCIENCES, INC.

(the “Corporation”)

ARTICLE I

Stockholders

SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may subsequently be changed at any time by vote of the Board of Directors. The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). If no Annual Meeting has been held for a period of thirteen (13) months after the Corporation’s last Annual Meeting, a special meeting in lieu thereof may be held, and such special meeting shall have, for the purposes of these By-laws or otherwise, all the force and effect of an Annual Meeting. Any and all references hereafter in these By-laws to an Annual Meeting or Annual Meetings also shall be deemed to refer to any special meeting(s) in lieu thereof.

SECTION 2. Notice of Stockholder Business and Nominations.

(a) Annual Meetings of Stockholders.

(1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of other business to be considered by the stockholders may be brought before an Annual Meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this By-law, who is entitled to vote at the meeting, who is present (in person or by proxy) at the meeting and who complies with the notice procedures set forth in this By-law as to such nomination or business. For the avoidance of doubt, the foregoing clause (ii) shall be the exclusive means for a stockholder to bring nominations or business properly before an Annual Meeting (other than matters properly brought under Rule 14a-8 (or any successor rule) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and such stockholder must comply with the notice and other procedures set forth in Article I, Section 2(a)(2) and (3) of this By-law to bring such nominations or business properly before an Annual Meeting. In addition to the other requirements set forth in this By-law, for any proposal of business to be considered at an Annual Meeting, it must be a proper subject for action by stockholders of the Corporation under Delaware law.

(2) For nominations or other business to be properly brought before an Annual Meeting by a stockholder pursuant to clause (ii) of Article I, Section 2(a)(1) of this By-law, the stockholder must (i) have given Timely Notice (as defined below) thereof in writing to the Secretary of the Corporation, (ii) have provided any updates or supplements to such notice at the times and in the forms required by this By-law and (iii) together with the beneficial owner(s), if any, on whose behalf the nomination or business proposal is made, have acted in accordance with the representations set forth in the Solicitation Statement (as defined below) required by this By-law. To be timely, a stockholder’s written notice shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the one-year anniversary of the preceding year’s Annual Meeting; provided, however, that in the event the Annual Meeting is first convened more than thirty (30) days before or more than sixty (60) days after such anniversary date, or if no Annual Meeting were held in the preceding year, notice by the stockholder to be timely must be received by the Secretary of the Corporation not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made (such notice within such time periods shall be referred to as “Timely Notice”). Notwithstanding anything to the contrary provided herein, for the first Annual Meeting following the initial public offering of common stock of the Corporation, a stockholder’s notice shall be timely if received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or the tenth (10th) day following the day on which public announcement of the date of such Annual Meeting is first made or sent by the Corporation. Such stockholder’s Timely Notice shall set forth:

(A) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (i) the name, age, business address and residence address of the nominee, (ii) the principal occupation or employment of the nominee, (iii) the class and number of shares of the Corporation that are held of record or are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (iv) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the Corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (v) a description of all arrangements or understandings between or among the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder or concerning the nominee’s potential service on the Board of Directors, (vi) a written statement executed by the nominee acknowledging that as a director of the corporation, the nominee will owe fiduciary duties under Delaware law with respect to the Corporation and its stockholders, and (vii) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

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(B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, the text, if any, of any resolutions or By-law amendment proposed for adoption, and any material interest in such business of each Proposing Person (as defined below);

(C) (i) the name and address of the stockholder giving the notice, as they appear on the Corporation’s books, and the names and addresses of the other Proposing Persons (if any) and (ii) as to each Proposing Person, the following information: (a) the class or series and number of all shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially or of record by such Proposing Person or any of its affiliates or associates (as such terms are defined in Rule 12b-2 promulgated under the Exchange Act), including any shares of any class or series of capital stock of the Corporation as to which such Proposing Person or any of its affiliates or associates has a right to acquire beneficial ownership at any time in the future, (b) all Synthetic Equity Interests (as defined below) in which such Proposing Person or any of its affiliates or associates, directly or indirectly, holds an interest including a description of the material terms of each such Synthetic Equity Interest, including without limitation, identification of the counterparty to each such Synthetic Equity Interest and disclosure, for each such Synthetic Equity Interest, as to (x) whether or not such Synthetic Equity Interest conveys any voting rights, directly or indirectly, in such shares to such Proposing Person, (y) whether or not such Synthetic Equity Interest is required to be, or is capable of being, settled through delivery of such shares and (z) whether or not such Proposing Person and/or, to the extent known, the counterparty to such Synthetic Equity Interest has entered into other transactions that hedge or mitigate the economic effect of such Synthetic Equity Interest, (c) any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a right to, directly or indirectly, vote any shares of any class or series of capital stock of the Corporation, (d) any rights to dividends or other distributions on the shares of any class or series of capital stock of the Corporation, directly or indirectly, owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, and (e) any performance-related fees (other than an asset based fee) that such Proposing Person, directly or indirectly, is entitled to based on any increase or decrease in the value of shares of any class or series of capital stock of the Corporation or any Synthetic Equity Interests (the disclosures to be made pursuant to the foregoing clauses (a) through (e) are referred to, collectively, as “Material Ownership Interests”) and (iii) a description of the material terms of all agreements, arrangements or understandings (whether or not in writing) entered into by any Proposing Person or any of its affiliates or associates with any other person for the purpose of acquiring, holding, disposing or voting of any shares of any class or series of capital stock of the Corporation;

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(D) (i) a description of all agreements, arrangements or understandings by and among any of the Proposing Persons, or by and among any Proposing Persons and any other person (including with any proposed nominee(s)), pertaining to the nomination(s), or other business proposed to be brought before the meeting of stockholders (which description shall identify the name of each other person who is party to such an agreement, arrangement or understanding), and (ii) identification of the names and addresses of other stockholders (including beneficial owners) known by any of the Proposing Persons to support such nominations or other business proposal(s), and to the extent known the class and number of all shares of the Corporation’s capital stock owned beneficially or of record by such other stockholder(s) or other beneficial owner(s); and

(E) a statement whether or not the stockholder giving the notice and/or the other Proposing Person(s), if any, will deliver a proxy statement and form of proxy to holders of, in the case of a business proposal, at least the percentage of voting power of all of the shares of capital stock of the Corporation required under applicable law to approve the proposal or, in the case of a nomination or nominations, at least the percentage of voting power of all of the shares of capital stock of the Corporation reasonably believed by such Proposing Person to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder (such statement, the “Solicitation Statement”).

For purposes of this Article I of these By-laws, the term “Proposing Person” shall mean the following persons: (i) the stockholder of record providing the notice of nominations or business proposed to be brought before a stockholders’ meeting, and (ii) the beneficial owner(s), if different, on whose behalf the nominations or business proposed to be brought before a stockholders’ meeting is made. For purposes of this Section 2 of Article I of these By-laws, the term “Synthetic Equity Interest” shall mean any transaction, agreement or arrangement (or series of transactions, agreements or arrangements), including, without limitation, any derivative, swap, hedge, repurchase or so-called “stock borrowing” agreement or arrangement, the purpose or effect of which is to, directly or indirectly: (a) give a person or entity economic benefit and/or risk similar to ownership of shares of any class or series of capital stock of the Corporation, in whole or in part, including due to the fact that such transaction, agreement or arrangement provides, directly or indirectly, the opportunity to profit or avoid a loss from any increase or decrease in the value of any shares of any class or series of capital stock of the Corporation, (b) mitigate loss to, reduce the economic risk of or manage the risk of share price changes for, any person or entity with respect to any shares of any class or series of capital stock of the Corporation, (c) otherwise provide in any manner the opportunity to profit or avoid a loss from any decrease in the value of any shares of any class or series of capital stock of the Corporation, or (d) increase or decrease the voting power of any person or entity with respect to any shares of any class or series of capital stock of the Corporation.

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(3) A stockholder providing Timely Notice of nominations or business proposed to be brought before an Annual Meeting shall further update and supplement such notice, if necessary, so that the information (including, without limitation, the Material Ownership Interests information) provided or required to be provided in such notice pursuant to this By-law shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to such Annual Meeting, and such update and supplement shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the fifth (5th) business day after the record date for the Annual Meeting (in the case of the update and supplement required to be made as of the record date), and not later than the close of business on the eighth (8th) business day prior to the date of the Annual Meeting (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting).

(4) Notwithstanding anything in the second sentence of Article I, Section 2(a)(2) of this By-law to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least ten (10) days before the last day a stockholder may deliver a notice of nomination in accordance with the second sentence of Article I, Section 2(a)(2), a stockholder’s notice required by this By-law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(b) General.

(1) Only such persons who are nominated in accordance with the provisions of this By-law shall be eligible for election and to serve as directors and only such business shall be conducted at an Annual Meeting as shall have been brought before the meeting in accordance with the provisions of this By-law or in accordance with Rule 14a-8 under the Exchange Act. The Board of Directors or a designated committee thereof shall have the power to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the provisions of this By-law. If neither the Board of Directors nor such designated committee makes a determination as to whether any stockholder proposal or nomination was made in accordance with the provisions of this By-law, the presiding officer of the Annual Meeting shall have the power and duty to determine whether the stockholder proposal or nomination was made in accordance with the provisions of this By-law. If the Board of Directors or a designated committee thereof or the presiding officer, as applicable, determines that any stockholder proposal or nomination was not made in accordance with the provisions of this By-law, such proposal or nomination shall be disregarded and shall not be presented for action at the Annual Meeting.

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(2) Except as otherwise required by law, nothing in this Article I, Section 2 shall obligate the Corporation or the Board of Directors to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board of Directors information with respect to any nominee for director or any other matter of business submitted by a stockholder.

(3) Notwithstanding the foregoing provisions of this Article I, Section 2, if the nominating or proposing stockholder (or a qualified representative of the stockholder) does not appear at the Annual Meeting to present a nomination or any business, such nomination or business shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Article I, Section 2, to be considered a qualified representative of the proposing stockholder, a person must be authorized by a written instrument executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic transmission, to the presiding officer at the meeting of stockholders.

(4) For purposes of this By-law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(5) Notwithstanding the foregoing provisions of this By-law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-law. Nothing in this By-law shall be deemed to affect any rights of (i) stockholders to have proposals included in the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor rule), as applicable, under the Exchange Act and, to the extent required by such rule, have such proposals considered and voted on at an Annual Meeting or (ii) the holders of any series of Undesignated Preferred Stock to elect directors under specified circumstances.

(c) Notwithstanding anything herein to the contrary, the affirmative vote of not less than two thirds (2/3) of the outstanding shares of capital stock entitled to vote thereon, and the affirmative vote of not less than two thirds (2/3) of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of this Article I, Section 2; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of a majority of the outstanding shares entitled to vote on such amendment or repeal, voting together as a single class.

SECTION 3. Special Meetings. Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock, special meetings of the stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a resolution approved by the affirmative vote of a majority of the Directors then in office. The Board of Directors may postpone or reschedule any previously scheduled special meeting of stockholders. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation. Nominations

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of persons for election to the Board of Directors of the Corporation and stockholder proposals of other business shall not be brought before a special meeting of stockholders to be considered by the stockholders unless such special meeting is held in lieu of an annual meeting of stockholders in accordance with Article I, Section 1 of these By-laws, in which case such special meeting in lieu thereof shall be deemed an Annual Meeting for purposes of these By-laws and the provisions of Article I, Section 2 of these By-laws shall govern such special meeting.

Notwithstanding anything herein to the contrary, the affirmative vote of not less than two thirds (2/3) of the outstanding shares of capital stock entitled to vote thereon, and the affirmative vote of not less than two thirds (2/3) of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of this Article I, Section 3; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of a majority of the outstanding shares entitled to vote on such amendment or repeal, voting together as a single class.

SECTION 4. Notice of Meetings; Adjournments.

(a) A notice of each Annual Meeting stating the hour, date and place, if any, of such Annual Meeting and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given not less than ten (10) days nor more than sixty (60) days before the Annual Meeting, to each stockholder entitled to vote thereat by delivering such notice to such stockholder or by mailing it, postage prepaid, addressed to such stockholder at the address of such stockholder as it appears on the Corporation’s stock transfer books. Without limiting the manner by which notice may otherwise be given to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the DGCL.

(b) Unless otherwise required by the DGCL, notice of all special meetings of stockholders shall be given in the same manner as provided for Annual Meetings, except that the notice of all special meetings shall state the purpose or purposes for which the meeting has been called.

(c) Notice of an Annual Meeting or special meeting of stockholders need not be given to a stockholder if a waiver of notice is executed, or waiver of notice by electronic transmission is provided, before or after such meeting by such stockholder or if such stockholder attends such meeting, unless such attendance is for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.

(d) The Board of Directors may postpone and reschedule any previously scheduled Annual Meeting or special meeting of stockholders and any record date with respect thereto, regardless of whether any notice or public disclosure with respect to any such meeting has been sent or made pursuant to Section 2 of this Article I of these By-laws or otherwise. In no event shall the public announcement of an adjournment, postponement or rescheduling of any previously scheduled meeting of stockholders commence a new time period for the giving of a stockholder’s notice under this Article I of these By-laws.

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(e) When any meeting is convened, the presiding officer may adjourn the meeting if (i) no quorum is present for the transaction of business, (ii) the Board of Directors determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information which the Board of Directors determines has not been made sufficiently or timely available to stockholders, or (iii) the Board of Directors determines that adjournment is otherwise in the best interests of the Corporation. When any Annual Meeting or special meeting of stockholders is adjourned to another hour, date or place, notice need not be given of the adjourned meeting other than an announcement at the meeting at which the adjournment is taken of the hour, date and place, if any, to which the meeting is adjourned and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting; provided, however, that if the adjournment is for more than thirty (30) days from the meeting date, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting shall be given to each stockholder of record entitled to vote thereat and each stockholder who, by law or under the Certificate of Incorporation of the Corporation (as the same may hereafter be amended and/or restated, the “Certificate”) or these By-laws, is entitled to such notice.

SECTION 5. Quorum. A majority of the outstanding shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders. If less than a quorum is present at a meeting, the holders of voting stock representing a majority of the voting power present at the meeting or the presiding officer may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 4 of this Article I. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

SECTION 6. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the stock ledger of the Corporation as of the record date, unless otherwise provided by law or by the Certificate. Stockholders may vote either (i) in person, (ii) by written proxy or (iii) by a transmission permitted by Section 212(c) of the DGCL. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission permitted by Section 212(c) of the DGCL may be substituted for or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. Proxies shall be filed in accordance with the procedures established for the meeting of stockholders. Except as otherwise limited therein or as otherwise provided by law, proxies authorizing a person to vote at a specific meeting shall entitle the persons authorized thereby to vote at any adjournment of such meeting, but they shall not be valid after final adjournment of such meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by or on behalf of any one of them unless at or prior to the exercise of the proxy the Corporation receives a specific written notice to the contrary from any one of them.

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SECTION 7. Action at Meeting. When a quorum is present at any meeting of stockholders, any matter before any such meeting (other than an election of a director or directors) shall be decided by a majority of the votes properly cast for and against such matter, except where a larger vote is required by law, by the Certificate or by these By-laws. Any election of directors by stockholders shall be determined by a plurality of the votes properly cast on the election of directors.

SECTION 8. Stockholder Lists. The Secretary or an Assistant Secretary (or the Corporation’s transfer agent or other person authorized by these By-laws or by law) shall prepare and make, at least ten (10) days before every Annual Meeting or special meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for a period of at least ten (10) days prior to the meeting as provided in the manner, and subject to the terms, set forth in Section 219 of the DGCL (or any successor provision). The list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law.

SECTION 9. Presiding Officer. The Board of Directors shall designate a representative to preside over all Annual Meetings or special meetings of stockholders, provided that if the Board of Directors does not so designate such a presiding officer, then the Chairman of the Board, if one is elected, shall preside over such meetings. If the Board of Directors does not so designate such a presiding officer and there is no Chairman of the Board or the Chairman of the Board is unable to so preside or is absent, then the Chief Executive Officer, if one is elected, shall preside over such meetings, provided further that if there is no Chief Executive Officer or the Chief Executive Officer is unable to so preside or is absent, then the President shall preside over such meetings. The presiding officer at any Annual Meeting or special meeting of stockholders shall have the power, among other things, to adjourn such meeting at any time and from time to time, subject to Sections 4 and 5 of this Article I. The order of business and all other matters of procedure at any meeting of the stockholders shall be determined by the presiding officer.

SECTION 10. Inspectors of Elections. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the presiding officer shall appoint one or more inspectors to act at the meeting. Any inspector may, but need not, be an officer, employee or agent of the Corporation. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall perform such duties as are required by the DGCL, including the counting of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. The presiding officer may review all determinations made by the inspectors, and in so doing the presiding officer shall be entitled to exercise his or her sole judgment and discretion and he or she shall not be bound by any determinations made by the inspectors. All determinations by the inspectors and, if applicable, the presiding officer, shall be subject to further review by any court of competent jurisdiction.

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ARTICLE II

Directors

SECTION 1. Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided by the Certificate or required by law.

SECTION 2. Number and Terms. The number of directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The directors shall hold office in the manner provided in the Certificate.

SECTION 3. Qualification. No director need be a stockholder of the Corporation.

SECTION 4. Vacancies. Vacancies in the Board of Directors shall be filled in the manner provided in the Certificate.

SECTION 5. Removal. Directors may be removed from office only in the manner provided in the Certificate.

SECTION 6. Resignation. A director may resign at any time by electronic transmission or by giving written notice to the Chairman of the Board, if one is elected, the President or the Secretary. A resignation shall be effective upon receipt, unless the resignation otherwise provides.

SECTION 7. Regular Meetings. The regular annual meeting of the Board of Directors shall be held, without notice other than this Section 7, on the same date and at the same place as the Annual Meeting following the close of such meeting of stockholders. Other regular meetings of the Board of Directors may be held at such hour, date and place as the Board of Directors may by resolution from time to time determine and publicize by means of reasonable notice given to any director who is not present at the meeting at which such resolution is adopted.

SECTION 8. Special Meetings. Special meetings of the Board of Directors may be called, orally or in writing, by or at the request of a majority of the directors, the Chairman of the Board, if one is elected, or the President. The person calling any such special meeting of the Board of Directors may fix the hour, date and place thereof.

SECTION 9. Notice of Meetings. Notice of the hour, date and place of all special meetings of the Board of Directors shall be given to each director by the Secretary or an Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the Chairman of the Board, if one is elected, or the President or such other officer designated by the Chairman of the Board, if one is elected, or the President. Notice of any special meeting of the Board of Directors shall be given to each director in person, by telephone, or by facsimile, electronic mail or other form of electronic communication, sent to his or her business or home address, at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to his or her business or home address, at least forty-eight (48) hours in advance of the meeting. Such notice shall be deemed to be delivered when hand-delivered to such address, read to such director by telephone, deposited in the mail so addressed, with postage thereon prepaid if mailed,

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dispatched or transmitted if sent by facsimile transmission or by electronic mail or other form of electronic communications. A written waiver of notice signed or electronically transmitted before or after a meeting by a director and filed with the records of the meeting shall be deemed to be equivalent to notice of the meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because such meeting is not lawfully called or convened. Except as otherwise required by law, by the Certificate or by these By-laws, neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 10. Quorum. At any meeting of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business, but if less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice. Any business which might have been transacted at the meeting as originally noticed may be transacted at such adjourned meeting at which a quorum is present. For purposes of this section, the total number of directors includes any unfilled vacancies on the Board of Directors.

SECTION 11. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of the directors present shall constitute action by the Board of Directors, unless otherwise required by law, by the Certificate or by these By-laws.

SECTION 12. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the records of the meetings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such consent shall be treated as a resolution of the Board of Directors for all purposes.

SECTION 13. Manner of Participation. Directors may participate in meetings of the Board of Directors by means of conference telephone or other communications equipment by means of which all directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting for purposes of these By-laws.

SECTION 14. Presiding Director. The Board of Directors shall designate a representative to preside over all meetings of the Board of Directors, provided that if the Board of Directors does not so designate such a presiding director or such designated presiding director is unable to so preside or is absent, then the Chairman of the Board, if one is elected, shall preside over all meetings of the Board of Directors. If both the designated presiding director, if one is so designated, and the Chairman of the Board, if one is elected, are unable to preside or are absent, the Board of Directors shall designate an alternate representative to preside over a meeting of the Board of Directors.

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SECTION 15. Committees. The Board of Directors, by vote of a majority of the directors then in office, may elect one or more committees, including, without limitation, a Compensation Committee, a Nominating & Corporate Governance Committee and an Audit Committee, and may delegate thereto some or all of its powers except those which by law, by the Certificate or by these By-laws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-laws for the Board of Directors. All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to the Board of Directors.

SECTION 16. Compensation of Directors. Directors shall receive such compensation for their services as shall be determined by a majority of the Board of Directors, or a designated committee thereof, provided that directors who are serving the Corporation as employees and who receive compensation for their services as such, shall not receive any salary or other compensation for their services as directors of the Corporation.

ARTICLE III

Officers

SECTION 1. Enumeration. The officers of the Corporation shall consist of a President, a Treasurer, a Secretary and such other officers, including, without limitation, a Chairman of the Board of Directors, a Chief Executive Officer and one or more Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine.

SECTION 2. Election. At the regular annual meeting of the Board of Directors following the Annual Meeting, the Board of Directors shall elect the President, the Treasurer and the Secretary. Other officers may be elected by the Board of Directors at such regular annual meeting of the Board of Directors or at any other regular or special meeting.

SECTION 3. Qualification. No officer need be a stockholder or a director. Any person may occupy more than one office of the Corporation at any time.

SECTION 4. Tenure. Except as otherwise provided by the Certificate or by these By-laws, each of the officers of the Corporation shall hold office until the regular annual meeting of the Board of Directors following the next Annual Meeting and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

SECTION 5. Resignation. Any officer may resign by delivering his or her written or electronically transmitted resignation to the Corporation addressed to the President or the Secretary, and such resignation shall be effective upon receipt, unless the resignation otherwise provides.

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SECTION 6. Removal. Except as otherwise provided by law or by resolution of the Board of Directors, the Board of Directors may remove any officer with or without cause by the affirmative vote of a majority of the directors then in office.

SECTION 7. Absence or Disability. In the event of the absence or disability of any officer, the Board of Directors may designate another officer to act temporarily in place of such absent or disabled officer.

SECTION 8. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

SECTION 9. President. The President shall, subject to the direction of the Board of Directors, have such powers and shall perform such duties as the Board of Directors may from time to time designate.

SECTION 10. Chairman of the Board. The Chairman of the Board, if one is elected, shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

SECTION 11. Chief Executive Officer. The Chief Executive Officer, if one is elected, shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

SECTION 12. Vice Presidents and Assistant Vice Presidents. Any Vice President (including any Executive Vice President or Senior Vice President) and any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

SECTION 13. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Board of Directors and except as the Board of Directors or the Chief Executive Officer may otherwise provide, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. The Treasurer shall have custody of all funds, securities, and valuable documents of the Corporation. He or she shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer. Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

SECTION 14. Secretary and Assistant Secretaries. The Secretary shall record all the proceedings of the meetings of the stockholders and the Board of Directors (including committees of the Board of Directors) in books kept for that purpose. In his or her absence from any such meeting, a temporary secretary chosen at the meeting shall record the proceedings thereof. The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation). The Secretary shall have custody of the seal of the Corporation, and the Secretary, or an Assistant Secretary shall have authority to affix it to any instrument requiring it, and, when so affixed, the seal may be attested by his or her signature or that of an Assistant Secretary. The Secretary shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer. In the absence of the Secretary, any Assistant Secretary may perform his or her duties and responsibilities. Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

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SECTION 15. Other Powers and Duties. Subject to these By-laws and to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors or the Chief Executive Officer.

ARTICLE IV

Capital Stock

SECTION 1. Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by any two authorized officers of the Corporation. The Corporation seal and the signatures by the Corporation’s officers, the transfer agent or the registrar may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law. Notwithstanding anything to the contrary provided in these Bylaws, the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares (except that the foregoing shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation), and by the approval and adoption of these Bylaws the Board of Directors has determined that all classes or series of the Corporation’s stock may be uncertificated, whether upon original issuance, re-issuance, or subsequent transfer.

SECTION 2. Transfers. Subject to any restrictions on transfer and unless otherwise provided by the Board of Directors, shares of stock that are represented by a certificate may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate theretofore properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require. Shares of stock that are not represented by a certificate may be transferred on the books of the Corporation by submitting to the Corporation or its transfer agent such evidence of transfer and following such other procedures as the Corporation or its transfer agent may require.

SECTION 3. Record Holders. Except as may otherwise be required by law, by the Certificate or by these By-laws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-laws.

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SECTION 4. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting and (b) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

SECTION 5. Replacement of Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock of the Corporation, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe.

ARTICLE V

Indemnification

SECTION 1. Definitions. For purposes of this Article:

(a) “Corporate Status” describes the status of a person who is serving or has served (i) as a Director of the Corporation, (ii) as an Officer of the Corporation, (iii) as a Non-Officer Employee of the Corporation, or (iv) as a director, partner, trustee, officer, employee or agent of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, foundation, association, organization or other legal entity which such person is or was serving at the request of the Corporation. For purposes of this Section 1(a), a Director, Officer or Non-Officer Employee of the Corporation who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to be serving at the request of the Corporation. Notwithstanding the foregoing, “Corporate Status” shall not include the status of a person who is serving or has served as a director, officer, employee or agent of a constituent corporation absorbed in a merger or consolidation transaction with the Corporation with respect to such person’s activities prior to said transaction, unless specifically authorized by the Board of Directors or the stockholders of the Corporation;

(b) “Director” means any person who serves or has served the Corporation as a director on the Board of Directors of the Corporation;

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(c) “Disinterested Director” means, with respect to each Proceeding in respect of which indemnification is sought hereunder, a Director of the Corporation who is not and was not a party to such Proceeding;

(d) “Expenses” means all attorneys’ fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding;

(e) “Liabilities” means judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement;

(f) “Non-Officer Employee” means any person who serves or has served as an employee or agent of the Corporation, but who is not or was not a Director or Officer;

(g) “Officer” means any person who serves or has served the Corporation as an officer of the Corporation appointed by the Board of Directors of the Corporation;

(h) “Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative; and

(i) “Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust or other entity of which the Corporation owns (either directly or through or together with another Subsidiary of the Corporation) either (i) a general partner, managing member or other similar interest or (ii) (A) fifty percent (50%) or more of the voting power of the voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other entity, or (B) fifty percent (50%) or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other entity.

SECTION 2. Indemnification of Directors and Officers.

(a) Subject to the operation of Section 4 of this Article V of these By-laws, each Director and Officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), and to the extent authorized in this Section 2.

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(1) Actions, Suits and Proceedings Other than By or In the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against any and all Expenses and Liabilities that are incurred or paid by such Director or Officer or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein (other than an action by or in the right of the Corporation), which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

(2) Actions, Suits and Proceedings By or In the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against any and all Expenses that are incurred by such Director or Officer or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein by or in the right of the Corporation, which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be made under this Section 2(a)(2) in respect of any claim, issue or matter as to which such Director or Officer shall have been finally adjudged by a court of competent jurisdiction to be liable to the Corporation, unless, and only to the extent that, the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite adjudication of liability, but in view of all the circumstances of the case, such Director or Officer is fairly and reasonably entitled to indemnification for such Expenses that such court deems proper.

(3) Survival of Rights. The rights of indemnification provided by this Section 2 shall continue as to a Director or Officer after he or she has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives.

(4) Actions by Directors or Officers. Notwithstanding the foregoing, the Corporation shall indemnify any Director or Officer seeking indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding (including any parts of such Proceeding not initiated by such Director or Officer) was authorized in advance by the Board of Directors of the Corporation, unless such Proceeding was brought to enforce such Officer’s or Director’s rights to indemnification or, in the case of Directors, advancement of Expenses under these By-laws in accordance with the provisions set forth herein.

SECTION 3. Indemnification of Non-Officer Employees. Subject to the operation of Section 4 of this Article V of these By-laws, each Non-Officer Employee may, in the discretion of the Board of Directors of the Corporation, be indemnified by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against any or all Expenses and Liabilities that are incurred by such Non-Officer Employee or on such Non-Officer Employee’s behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue or matter therein, which such Non-Officer Employee is, or is threatened to be

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made, a party to or participant in by reason of such Non-Officer Employee’s Corporate Status, if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 3 shall exist as to a Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators. Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer Employee seeking indemnification in connection with a Proceeding initiated by such Non-Officer Employee only if such Proceeding was authorized in advance by the Board of Directors of the Corporation.

SECTION 4. Determination. Unless ordered by a court, no indemnification shall be provided pursuant to this Article V to a Director, to an Officer or to a Non-Officer Employee unless a determination shall have been made that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Directors, (b) a committee comprised of Disinterested Directors, such committee having been designated by a majority vote of the Disinterested Directors (even though less than a quorum), (c) if there are no such Disinterested Directors, or if a majority of Disinterested Directors so directs, by independent legal counsel in a written opinion, or (d) by the stockholders of the Corporation.

SECTION 5. Advancement of Expenses to Directors Prior to Final Disposition.

(a) The Corporation shall advance all Expenses incurred by or on behalf of any Director in connection with any Proceeding in which such Director is involved by reason of such Director’s Corporate Status within thirty (30) days after the receipt by the Corporation of a written statement from such Director requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Director and shall be preceded or accompanied by an undertaking by or on behalf of such Director to repay any Expenses so advanced if it shall ultimately be determined that such Director is not entitled to be indemnified against such Expenses. Notwithstanding the foregoing, the Corporation shall advance all Expenses incurred by or on behalf of any Director seeking advancement of expenses hereunder in connection with a Proceeding initiated by such Director only if such Proceeding (including any parts of such Proceeding not initiated by such Director) was (i) authorized by the Board of Directors of the Corporation, or (ii) brought to enforce such Director’s rights to indemnification or advancement of Expenses under these By-laws.

(b) If a claim for advancement of Expenses hereunder by a Director is not paid in full by the Corporation within thirty (30) days after receipt by the Corporation of documentation of Expenses and the required undertaking, such Director may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and if successful in whole or in part, such Director shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof,

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independent legal counsel, or stockholders) to make a determination concerning the permissibility of such advancement of Expenses under this Article V shall not be a defense to an action brought by a Director for recovery of the unpaid amount of an advancement claim and shall not create a presumption that such advancement is not permissible. The burden of proving that a Director is not entitled to an advancement of expenses shall be on the Corporation.

(c) In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Director has not met any applicable standard for indemnification set forth in the DGCL.

SECTION 6. Advancement of Expenses to Officers and Non-Officer Employees Prior to Final Disposition.

(a) The Corporation may, at the discretion of the Board of Directors of the Corporation, advance any or all Expenses incurred by or on behalf of any Officer or any Non-Officer Employee in connection with any Proceeding in which such person is involved by reason of his or her Corporate Status as an Officer or Non-Officer Employee upon the receipt by the Corporation of a statement or statements from such Officer or Non-Officer Employee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Officer or Non-Officer Employee and shall be preceded or accompanied by an undertaking by or on behalf of such person to repay any Expenses so advanced if it shall ultimately be determined that such Officer or Non-Officer Employee is not entitled to be indemnified against such Expenses.

(b) In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Officer or Non-Officer Employee has not met any applicable standard for indemnification set forth in the DGCL.

SECTION 7. Contractual Nature of Rights.

(a) The provisions of this Article V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article V is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation. Neither amendment, repeal or modification of any provision of this Article V nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article V shall eliminate or reduce any right conferred by this Article V in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article V shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person.

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(b) If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article V shall not be a defense to an action brought by a Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation.

(c) In any suit brought by a Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

SECTION 8. Non-Exclusivity of Rights. The rights to indemnification and to advancement of Expenses set forth in this Article V shall not be exclusive of any other right which any Director, Officer, or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Certificate or these By-laws, agreement, vote of stockholders or Disinterested Directors or otherwise.

SECTION 9. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer or Non-Officer Employee against any liability of any character asserted against or incurred by the Corporation or any such Director, Officer or Non-Officer Employee, or arising out of any such person’s Corporate Status, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL or the provisions of this Article V.

SECTION 10. Other Indemnification. The Corporation’s obligation, if any, to indemnify or provide advancement of Expenses to any person under this Article V as a result of such person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount such person may collect as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or enterprise (the “Primary Indemnitor”). Any indemnification or advancement of Expenses under this Article V owed by the Corporation as a result of a person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall only be in excess of, and shall be secondary to, the indemnification or advancement of Expenses available from the applicable Primary Indemnitor(s) and any applicable insurance policies.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

SECTION 2. Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.

SECTION 3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without director action may be executed on behalf of the Corporation by the Chairman of the Board, if one is elected, the President or the Treasurer or any other officer, employee or agent of the Corporation as the Board of Directors or the executive committee of the Board may authorize.

SECTION 4. Voting of Securities. Unless the Board of Directors otherwise provides, the Chairman of the Board, if one is elected, the President or the Treasurer may waive notice of and act on behalf of the Corporation (including with regard to voting and actions by written consent), or appoint another person or persons to act as proxy or attorney in fact for the Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by the Corporation.

SECTION 5. Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.

SECTION 6. Corporate Records. The original or attested copies of the Certificate, By-laws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock transfer books, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, may be kept outside the State of Delaware and shall be kept at the principal office of the Corporation, at an office of its counsel, at an office of its transfer agent or at such other place or places as may be designated from time to time by the Board of Directors.

SECTION 7. Certificate. All references in these By-laws to the Certificate shall be deemed to refer to the Fourth Amended and Restated Certificate of Incorporation of the Corporation, as amended and/or restated and in effect from time to time.

SECTION 8. Exclusive Jurisdiction. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for state law claims for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Certificate or By-laws, (iv) any action to interpret, apply, enforce or determine the validity of the Certificate or By-laws, or (v) any action asserting a claim against the Corporation governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 8.

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SECTION 9. Amendment of By-laws.

(a) Amendment by Directors. Except as provided otherwise by law, these By-laws may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the directors then in office.

(b) Amendment by Stockholders. Except as otherwise required by these By-laws or by law, these By-laws may be amended or repealed at any Annual Meeting, or special meeting of stockholders called for such purpose in accordance with these By-Laws, by the affirmative vote of a majority of the outstanding shares entitled to vote on such amendment or repeal, voting together as a single class. Notwithstanding the foregoing, stockholder approval shall not be required unless mandated by the Certificate, these By-laws, or other applicable law.

SECTION 10. Notices. If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the DGCL.

SECTION 11. Waivers. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in such a waiver.

Adopted [                     ], 2019, subject to and effective upon the effectiveness of the Corporation’s Registration Statement on Form S-1 for its initial public offering.

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EX-4.2

Exhibit 4.2

EXECUTION VERSION

CODIAK BIOSCIENCES, INC.

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

TABLE OF CONTENTS

			Page
1.	Definitions			1
2.	Registration Rights			4
	2.1	Demand Registration		4
	2.2	Company Registration		6
	2.3	Underwriting Requirements		6
	2.4	Obligations of the Company		8
	2.5	Furnish Information		9
	2.6	Expenses of Registration		9
	2.7	Delay of Registration		10
	2.8	Indemnification		10
	2.9	Reports Under Exchange Act		12
	2.10	Limitations on Subsequent Registration Rights		13
	2.11	“Market Stand-off” Agreement		13
	2.12	Restrictions on Transfer		14
	2.13	Termination of Registration Rights		15
3.	Information and Observer Rights			16
	3.1	Delivery of Financial Statements		16
	3.2	Inspection		17
	3.3	Observer Rights		17
	3.4	Termination of Information and Observer Rights		18
	3.5	Confidentiality		18
4.	Rights to Future Stock Issuances			19
	4.1	Right of First Offer		19
	4.2	Termination		20
5.	Additional Covenants			20
	5.1	Insurance		20
	5.2	Employee Agreements		20
	5.3	Employee Stock		21
	5.4	Matters Requiring Investor Director Approval		21
	5.5	Board Matters		22
	5.6	Successor Indemnification		22
	5.7	Expenses of Counsel		22
	5.8	Indemnification Matters		23
	5.9	Right to Conduct Activities		23
	5.10	Tax Reporting		24
	5.11	Termination of Covenants		24
6.	Miscellaneous			24
	6.1	Successors and Assigns		24

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		Page
6.2	Governing Law		25
6.3	Counterparts		25
6.4	Titles and Subtitles		25
6.5	Notices		25
6.6	Amendments and Waivers		25
6.7	Severability		26
6.8	Aggregation of Stock		26
6.9	Additional Investors		26
6.10	Entire Agreement		27
6.11	Dispute Resolution		27
6.12	Delays or Omissions		27
6.13	Further Assurances		28
6.14	Acknowledgment		28
6.15	The Board of Regents		28
6.16	Effect on Prior Agreement		28

Schedule A - Schedule of Investors

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CODIAK BIOSCIENCES, INC.

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

THIS AMEDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 17^th day of November, 2017, by and among Codiak BioSciences, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Subsection 6.9 hereof.

RECITALS

WHEREAS, certain of the Investors (the “Existing Investors”) hold shares of the Company’s Series A Preferred Stock, Series B Preferred Stock and/or shares of Common Stock issued upon conversion thereof and possess registration rights, information rights, rights of first offer, and other rights pursuant to an Investors’ Rights Agreement dated as of November 12, 2015 between the Company and such Investors (the “Prior Agreement”);

WHEREAS, the Existing Investors are holders of over seventy-six percent (76%) of the Registrable Securities of the Company (as defined in the Prior Agreement), and desire to amend and restate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Agreement; and

WHEREAS, it is a condition to that certain Series C Preferred Stock Purchase Agreement of even date herewith between the Company and certain of the Investors (the “Purchase Agreement”), that the Prior Agreement be amended and restated as set forth herein.

NOW, THEREFORE, the Existing Investors hereby agree that the Prior Agreement shall be amended and restated and superseded and replaced in its entirety by this Agreement, and the parties to this Agreement further agree as follows:

1.    Definitions. For purposes of this Agreement:

1.1    “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general or limited partner, managing member, fund manager, officer, director, stockholder or member of such Person or any venture capital or other investment fund now or hereafter existing that is controlled by one or more general partners, fund managers or managing members of, or shares the same management company or investment adviser with, such Person, and any general partners, fund managers or managing members of such venture capital or other investment fund.

1.2    “Common Stock” means shares of the Company’s common stock, par value $0.0001 per share.

1.3    “Competitor” means, as of any date, a Person engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint

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venture or similar arrangement (whether now existing or formed hereafter)), in the business conducted or proposed to be conducted by the Company on such date, but shall not include (i) any financial investment firm or collective investment vehicle that, together with its Affiliates, holds less than twenty percent (20%) of the outstanding equity of any Competitor and does not, nor do any of its Affiliates, have a right to designate any members of the Board of any Competitor, (ii) any Fidelity Investor or (iii) Hillhouse.

1.4    “Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

1.5    “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants.

1.6    “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.7    “Excluded Registration” means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

1.8    “Fidelity” shall mean Fidelity Management & Research Company and any successor or affiliated registered investment advisor to the Fidelity Investors.

1.9    “Fidelity Investors” shall mean any Investors advised or subadvised by Fidelity or one of its Affiliates.

1.10     “Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

1.11    “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

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1.12    “GAAP” means generally accepted accounting principles in the United States.

1.13    “Hillhouse” means HH RSV-CAK Holdings Limited and its Affiliates.

1.14    “Holder” means any holder of Registrable Securities who is a party to this Agreement.

1.15    “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.

1.16    “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.

1.17    “IPO” means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

1.18    “Key Employee” means any executive-level employee (including, division director and vice president-level positions) as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual Property (as defined in the Purchase Agreement).

1.19    “Major Investor” means (i) any Investor that, individually or together with such Investor’s Affiliates, holds at least 500,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), (ii) each Fidelity Investor that holds any Registrable Securities and (iii) Hillhouse, so long as it holds any Registrable Securities.

1.20    “New Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

1.21    “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

1.22    “Preferred Director” means any director of the Company that the holders of record of the Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.

1.23    “Preferred Stock” means, collectively, shares of the Company’s Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock.

1.24    “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock; (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors on or after the date hereof; provided, however that shares of Common Stock acquired on the date hereof shall not be deemed Registrable Securities for

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purposes of Subsection 6.6; and (iii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses (i) and (ii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.13 of this Agreement.

1.25    “Registrable Securities then outstanding” means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.

1.26    “Restricted Securities” means the securities of the Company required to be notated with the legend set forth in Subsection 2.12(b) hereof.

1.27    “SEC” means the Securities and Exchange Commission.

1.28    “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

1.29    “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.

1.30    “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.31    “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6.

1.32    “Series A Preferred Stock” means shares of the Company’s Series A Preferred Stock, par value $0.0001 per share.

1.33    “Series B Preferred Stock” means shares of the Company’s Series B Preferred Stock, par value $0.0001 per share.

1.34    “Series C Preferred Stock” means shares of the Company’s Series C Preferred Stock, par value $0.0001 per share.

2.    Registration Rights. The Company covenants and agrees as follows:

2.1    Demand Registration.

(a)    Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least forty percent (40%) of the Registrable Securities then outstanding that the Company file a

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Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

(b)    Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty percent (20%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

(c)    Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors (the “Board”) it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

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(d)    The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two registrations pursuant to Subsection 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(d).

2.2    Company Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.

2.3    Underwriting Requirements.

(a)    If, pursuant to Subsection 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the majority in interest of the Initiating Holders, subject only to the reasonable approval of the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.4(e))

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enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Subsection 2.3, if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.

(b)    In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Subsection 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below twenty-five percent (25%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the provision in this Subsection 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.

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(c)    For purposes of Subsection 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Subsection 2.3(a), fewer than twenty-five (25%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

2.4    Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a)    prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended for up to sixty (60) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold;

(b)    prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

(c)    furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

(d)    use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e)    in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;

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(f)    use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;

(g)    provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(h)    promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

(i)    notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

(j)    after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act.

2.5    Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.

2.6    Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable and documented fees and disbursements of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration

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request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

2.7    Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

2.8    Indemnification. If any Registrable Securities are included in a registration statement under this Section 2:

(a)    To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel, accountants and investment advisers for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.

(b)    To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written

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information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.

(c)    Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Subsection 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Subsection 2.8, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Subsection 2.8.

(d)    To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Subsection 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of

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the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Subsection 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder.

(e)    Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f)    Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.

2.9    Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:

(a)    make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO;

(b)    use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and

(c)    furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent

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annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).

2.10    Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least sixty percent (60%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included, or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.

2.11    “Market Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the registration statement for the IPO or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Subsection 2.11 (A) shall apply only to the IPO, (B) shall not apply to shares of Common Stock acquired in the IPO or in the open market following the IPO and (C) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors and all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Subsection 2.11 and shall have the right, power and authority to enforce the

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provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Subsection 2.11 or that are necessary to give further effect thereto. If any of the obligations described in this Subsection 2.11 are waived or terminated with respect to any of the securities of any such Holder, officer, director or greater than one-percent stockholder (in any such case, the “Released Securities”), the foregoing provisions shall be waived or terminated, as applicable, to the same extent and with respect to the same percentage of securities of each Holder as the percentage of Released Securities represent with respect to the securities held by the applicable Holder, officer, director or greater than one-percent stockholder.

2.12    Restrictions on Transfer.

(a)    The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement. Notwithstanding the foregoing, the Company shall not require any transferee of shares pursuant to an effective registration statement or, following the IPO, SEC Rule 144, in each case, to be bound by the terms of this Agreement.

(b)    Each certificate, instrument, or book entry representing (i) the Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be notated with a legend substantially in the following form:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.12.

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(c)    The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction or, following the IPO, the transfer is made pursuant to SEC Rule 144, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that, with respect to transfers under the foregoing clause (y), each transferee agrees in writing to be subject to the terms of this Subsection 2.12. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144 or pursuant to an effective registration statement, the appropriate restrictive legend set forth in Subsection 2.12(b), except that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.

2.13    Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:

(a)    the closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;

(b)    following the IPO, such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration (and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1)); and

(c)    the six (6) year anniversary of the IPO.

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3.    Information and Observer Rights.

3.1    Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board has not reasonably determined that such Major Investor is a Competitor of the Company:

(a)    as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 3.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants selected by the Board;

(b)    as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);

(c)    as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct;

(d)    as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);

(e)    as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company;

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(f)     such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries.

Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

The Company shall promptly and accurately respond, and shall use its commercially reasonable efforts to cause its transfer agent to promptly respond, to requests for information made on behalf of any Fidelity Investor relating to (i) accounting or securities law matters required in connection with its audit or (ii) the actual holdings of such Fidelity Investor, including in relation to the total outstanding shares; provided, however, that the Company shall not be obligated to provide any such information that could reasonably result in a violation of applicable law or conflict with a confidentiality obligation of the Company.

3.2    Inspection. The Company shall permit each Major Investor (provided that the Board has not reasonably determined that such Major Investor is a Competitor of the Company), at such Major Investor’s expense, to visit and inspect the Company’s properties; examine its books of account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by the Major Investor; provided, however, that the Company shall not be obligated pursuant to this Subsection 3.2 to provide access to any information that it reasonably and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

3.3    Observer Rights. The Company shall invite a representative of each of ARCH Venture Fund VIII, L.P. (“ARCH”), Flagship Ventures Fund V, L.P. (“Flagship”) and Hillhouse to attend all meetings of its Board of Directors and of any of its committees in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at substantially the same time; provided, however, that such representative shall agree to hold in confidence and

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trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. The Company shall invite a representative of the University of Texas M.D. Anderson Cancer Center, a member institution of the University of Texas (“UTMDACC”), to attend a Board meeting pursuant to the terms and conditions of that certain Letter Agreement, dated as of November 12, 2015, by and between the Company and The Board of Regents of the University of Texas System, an agency of the State of Texas (“Board of Regents”) on behalf of UTMDACC.

3.4    Termination of Information and Observer Rights. The covenants set forth in Subsections 3.1, 3.2 and 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation; provided, that, with respect to (iii), the covenants set forth in Subsections 3.1 and 3.2 shall only terminate if the consideration received by the Holders in such Deemed Liquidation Event is in the form of cash and/or marketable securities unless the Holders receive financial information and inspection rights from the acquiring company or other successor to the Company comparable to those set forth in Subsections 3.1 and 3.2, whichever event occurs first.

3.5    Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. Notwithstanding the foregoing, in the case of any Fidelity Investor, such Fidelity Investor may identify the Company and the value of such Fidelity Investor’s security holdings in the Company in accordance with applicable investment reporting and disclosure regulations or internal policies and respond to routine examinations, demands, requests or reporting requirements of a regulator without prior notice to or consent from the Company.

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Notwithstanding anything to the contrary contained herein, UTMDACC and/or the Board of Regents shall have the right to disclose confidential information in accordance with the License Agreement, dated as of November 12, 2015, by and between the Company and the Board of Regents on behalf of UTMDACC (the “License Agreement”) without breaching this Subsection 3.5. For the avoidance of doubt, in the event there is a conflict between the terms of the License Agreement and this Agreement, the terms of the License Agreement shall control.

4.    Rights to Future Stock Issuances.

4.1    Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it, in such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates.

(a)    The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.

(b)    By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Major Investor) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c).

(c)    If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the

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ninety (90) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1.

(d)    The right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series C Preferred Stock pursuant to the Purchase Agreement.

(e)    In the event that the rights of a Major Investor to purchase New Securities under this Subsection 4.1 are waived with respect to a particular offering of New Securities without such Major Investor’s prior written consent (a “Waived Investor”) and any Major Investor that participated in waiving such rights actually purchases New Securities in such offering, then the Company shall grant, and hereby grants, each Waived Investor the right to purchase, in a subsequent closing of such issuance on substantially the same terms and conditions, the same percentage of its full pro rata share of such New Securities as the highest percentage of any such purchasing Major Investor’s full pro rata share.

4.2    Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

5.    Additional Covenants.

5.1    Insurance. The Company will use commercially reasonable efforts to maintain Directors and Officers liability insurance and term “key-person” insurance on the Company’s Chief Executive Officer, each in an amount and on terms and conditions satisfactory to the Board, until such time as the Board determines that such insurance should be discontinued. The key person policy shall name the Company as loss payee, and neither the policy shall be cancelable by the Company without the prior approval of the Board, including at least one of the Preferred Directors. Notwithstanding any other provision of this Subsection 5.1 to the contrary, for so long as a Preferred Director is serving on the Board, the Company shall not cease to maintain a Directors and Officers liability insurance policy in an amount of at least $2.0 million unless approved by all Preferred Directors then in office.

5.2    Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement,

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substantially in the form approved by the Board. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including all Preferred Directors then in office.

5.3    Employee Stock. Unless otherwise approved by the Board, including all Preferred Directors then in office, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Subsection 2.11. In addition, unless otherwise approved by the Board, including all Preferred Directors then in office, the Company shall retain a “right of first refusal” on employee transfers until the Company’s IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

5.4    Matters Requiring Investor Director Approval. So long as the holders of Preferred Stock are entitled to elect at least one (1) Preferred Director, the Company hereby covenants and agrees with the Investors that it shall not, nor shall it permit any subsidiary to, without approval of the Board, which approval must include the affirmative vote of all Preferred Directors then in office:

(a)    make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company;

(b)    make any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board, including the Preferred Directors;

(c)    guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business;

(d)    make any material investment inconsistent with any investment policy approved by the Board;

(e)    incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business;

(f)    otherwise enter into or be a party to any transaction with any director, officer, or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement; transactions resulting in payments to or by the Company in an aggregate amount less than $500,000 per year; or transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board;

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(g)    hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers;

(h)    change the principal business of the Company, enter new lines of business, or exit the current line of business;

(i)    sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business;

(j)    increase the shares of Common Stock reserved for issuance under the Company’s 2015 Stock Option Plan or adopt any other equity incentive plan; or

(k)    enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets greater than $500,000.

5.5    Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board shall meet at least five times per year (including at least once in each fiscal quarter) in accordance with an agreed-upon schedule. The Company shall reimburse the directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board. The Company shall ensure that meetings of the Board are accessible by teleconference or similar facilities for participants therein. The Company shall cause to be established, as soon as practicable after such request, and will maintain, an audit and compensation committee, each of which shall consist solely of non-management directors. Each non-employee director shall be entitled in such person’s discretion to be a member of any Board committee. So long as the holders of Preferred Stock are entitled to elect at least one (1) Preferred Director, each committee of the Board shall include at least one (1) Preferred Director.

5.6    Successor Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s By-laws, its Certificate of Incorporation, or elsewhere, as the case may be.

5.7    Expenses of Counsel. In the event of a transaction which is a Sale of the Company (as defined in the Voting Agreement (as defined in the Purchase Agreement)) before the Company has consummated its IPO, the reasonable and documented fees and disbursements of one counsel for the Major Investors (“Investor Counsel”), in their capacities as stockholders, shall be borne and paid by the Company. At the outset of considering a transaction which, if consummated would constitute such a Sale of the Company, the Company shall use commercially reasonable efforts to obtain the ability to share with the Investor Counsel (and such counsel’s clients) and shall share the confidential information (including, without limitation, the

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initial and all subsequent drafts of memoranda of understanding, letters of intent and other transaction documents and related noncompete, employment, consulting and other compensation agreements and plans) pertaining to and memorializing any of the transactions which, individually or when aggregated with others would constitute such Sale of the Company. The Company shall be obligated to share (and cause the Company’s counsel and investment bankers to share) such materials when distributed to the Company’s executives and/or any one or more of the other parties to such transaction(s). In the event that the Company’s legal counsel and Investor Counsel deem it appropriate, in their reasonable discretion, to enter into a joint defense agreement or other arrangement to enhance the ability of the parties to protect their communications and other reviewed materials under the attorney-client privilege, the Company shall, and shall direct its counsel to, execute and deliver to Investor Counsel and its clients such an agreement in form and substance reasonably acceptable to the Company’s legal counsel and Investor Counsel. In the event that one or more of the other party or parties to such transactions require the clients of Investor Counsel to enter into a confidentiality agreement and/or joint defense agreement in order to receive such information, then the Company shall share such information that can reasonably be shared without entry into such agreement and shall, at the same time, in good faith work expeditiously to enable Investor Counsel and its clients to negotiate and enter into the appropriate agreement(s) without undue burden to the clients of Investor Counsel.

5.8    Indemnification Matters. The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or By-laws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.

5.9    Right to Conduct Activities. The Company hereby agrees and acknowledges that ARCH, Flagship, Hillhouse and each Fidelity Investor (together with their respective Affiliates) each is a professional investment fund (each a “Fund”) and The Board of Regents, on behalf of UTMDACC, is an entity that has many opportunities to invest in entities, and as such invests in numerous portfolio companies, some of which may be deemed

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competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, neither any Fund nor The Board of Regents, on behalf of UTMDACC, shall be liable to the Company for any claim arising out of, or based upon, and shall not be restricted in any way from engaging in, directly or indirectly, (i) an investment by such Fund or The Board of Regents, on behalf of UTMDACC, in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative or Affiliate of such Fund or The Board of Regents, on behalf of UTMDACC to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, subject to Section 6.15, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

5.10    Tax Reporting. The Company will comply with any obligation imposed on the Company to make any filing (including any filing on Internal Revenue Service Form 5471) as a result of any interest that the Company holds in a non-U.S. Person or any activities that the Company conducts outside of the U.S. and shall include in such filing any information necessary to obviate (to the extent possible) any similar obligation to which any shareholder would otherwise be subject with respect to such interest or such activity. The Company shall promptly provide each Investor with a copy of any such filing.

5.11    Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.7, 5.9 and 5.10, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

6.    Miscellaneous.

6.1    Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iii) after such transfer, holds at least 500,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations) or, if less, all of the Registrable Securities held by such Holder; provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Subsection 2.11. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate

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Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

6.2    Governing Law. This Agreement shall be governed by the internal law of the State of Delaware.

6.3    Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

6.4    Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

6.5    Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Subsection 6.5. If notice is given to the Company, a copy (which shall not constitute notice) shall also be sent to Stephen M. Davis, Goodwin Procter LLP, 620 Eighth Avenue, New York, NY 10018, sdavis@goodwinlaw.com; and if notice is given to the Investors, copies (which shall not constitute notice) shall also be given to the Persons listed on the applicable portion of Schedule A.

6.6    Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of at least sixty percent (60%) of the Registrable Securities then outstanding; provided that (i) Sections 2.11, 3.1, 3.2 and 3.4 shall not be modified, supplemented, amended or waived, in whole or in part, in a manner that adversely affects the Fidelity Investors, without the prior written consent of the Fidelity Investors holding a majority

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of the Registrable Securities held by all Fidelity Investors and (ii) the Company may in its sole discretion waive compliance with Subsection 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Subsection 2.12(c) shall be deemed to be a waiver); and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to (i) any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction), (ii) The Board of Regents, on behalf of UTMDACC, with respect to Subsections 3.5, 5.10 or 6.15, the definition of “Major Investor” in Subsection 1.16, or this clause of this Subsection 6.6 to the extent that any such amendment or termination adversely affects the rights or obligations of UTMDACC as set forth in the aforementioned provisions or (iii) Hillhouse, with respect to Sections 3.3 or 5.9, the definition of “Affiliate” in Section 1.1, the definition of “Competitor” in Section 1.3, the definition of “Major Investor” in Section 1.19, or this clause of this Subsection 6.6 to the extent that any such amendment or termination adversely affects the rights or obligations of Hillhouse as set forth in the aforementioned provisions, without the prior written consent of Hillhouse. The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Subsection 6.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

6.7    Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

6.8    Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

6.9    Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.

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6.10    Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

6.11    Dispute Resolution. Any unresolved controversy or claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of the Company’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. The arbitration shall take place in Boston, MA or Wilmington, DE, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses, and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the Delaware Code of Civil Procedure, the arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. Each party will bear its own costs in respect of any disputes arising under this Agreement. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware.

WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

6.12    Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching

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or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

6.13    Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

6.14    Acknowledgment. The Company acknowledges that the Investors (including without limitation, The Board of Regents, on behalf of UTMDACC) are in the business of venture capital investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company.

6.15    The Board of Regents. The Board of Regents is an agency of the State of Texas and under the constitution and laws of the State of Texas possesses certain rights and privileges, is subject to certain limitations and restrictions, and only has such authority as is granted to it under the constitution and laws of the State of Texas. Notwithstanding any provision hereof, nothing in this Agreement is intended to be, nor will it be construed to be, a waiver of the sovereign immunity of the State of Texas or a prospective waiver or restriction of any of the rights, remedies, claims, and privileges of the State of Texas. Moreover, notwithstanding the generality or specificity of any provision hereof, the provisions of this Agreement as they pertain to The Board of Regents are enforceable only to the extent authorized by the constitution and laws of the State of Texas; accordingly, to the extent any provision hereof conflicts with the constitution or laws of the State of Texas or exceeds the right, power or authority of The Board of Regents to agree to such provision, then that provision will not be enforceable against The Board of Regents or the State of Texas.

6.16    Effect on Prior Agreement. Upon the execution and delivery of this Agreement by the Company and the holders of at least seventy-six percent (76%) of the Registrable Securities (as defined in the Prior Agreement) who are party to the Prior Agreement (measured before giving effect to any purchase of shares of Series C Preferred Stock by such Investors), the Prior Agreement automatically shall terminate and be of no further force and effect and shall be amended and restated in its entirety as set forth in this Agreement.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

COMPANY: CODIAK BIOSCIENCES, INC.
By:	/s/ Douglas E. Williams
Name: Douglas E. Williams
Title: President and Chief Executive Officer

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S): ARCH VENTURE FUND VIII, L.P. By: ARCH Venture Partners VIII, L.P., its General Partner By: ARCH Venture Partners VIII, LLC, its General Partner
By:	/s/ Mark McDonnell
	Name:	Mark McDonnell
	Title:	Managing Director

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S): ARCH VENTURE FUND VIII OVERAGE, L.P. By: ARCH Venture Partners VIII, LLC Its: General Partner
By:	/s/ Mark McDonnell
	Name:	Mark McDonnell
	Title:	Managing Director

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S): FLAGSHIP VENTURES FUND V, L.P. By: Flagship Ventures Fund V General Partner LLC, its General Partner
By:	/s/ Noubar B. Afeyan
	Name:	Noubar B. Afeyan, Ph.D.
	Title:	Manager

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S): FLAGSHIP V VENTURELABS RX FUND, L.P. By: Flagship Ventures Fund V General Partner LLC, its General Partner
By:	/s/ Noubar B. Afeyan
	Name:	Noubar B. Afeyan, Ph.D.
	Title:	Manager

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S): FIDELITY SELECT PORTFOLIOS: BIOTECHNOLOGY PORTFOLIO
By:	/s/ Colm Hogan
	Name:	Colm Hogan
	Title:	Authorized Signatory

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S): FIDELITY ADVISOR SERIES VII: FIDELITY ADVISOR BIOTECHNOLOGY FUND
By:	/s/ Colm Hogan
	Name:	Colm Hogan
	Title:	Authorized Signatory

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S): FIDELITY GROWTH COMPANY COMMINGLED POOL By: Fidelity Management & Trust Co.
By:	/s/ Colm Hogan
	Name:	Colm Hogan
	Title:	Authorized Signatory

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S): FIDELITY MT. VERNON STREET TRUST: FIDELITY GROWTH COMPANY FUND
By:	/s/ Colm Hogan
	Name:	Colm Hogan
	Title:	Authorized Signatory

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S): FIDELITY MT. VERNON STREET TRUST: FIDELITY SERIES GROWTH COMPANY FUND
By:	/s/ Colm Hogan
	Name:	Colm Hogan
	Title:	Authorized Signatory

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S): YUKON INVESTORS, LLC By: Pavilion Alternatives Group, LLC, its manager
By:	/s/ Donn Cox
	Name:	Donn Cox
	Title:	President and Managing Director

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S): ALEXANDRIA VENTURE INVESTMENTS, LLC, a Delaware limited liability company By: ALEXANDRIA REAL ESTATE EQUITIES, INC., a Maryland corporation, managing member
By:	/s/ Aaron Jacobson
	Name:	Aaron Jacobson
	Title:	VP – Corporate Counsel

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S): Q-VENTURES PROGRAM II (CO-INVEST HOLDINGS) LTD.
By:	/s/ Christopher L. Quinn
	Name:	Christopher L. Quinn
	Title:	CFO

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S): HH RSV-CAK Holdings Limited
By:	/s/ Colm John O’Connell
	Name:	Colm John O’Connell
	Title:	Director

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S): FAR WISE LIMITED
By:	/s/ Yuan Sun
	Name:	Yuan Sun
	Title:	Director

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S): BOXER CAPITAL, LLC
By:	/s/ Aaron Davis
	Name:	Aaron Davis
	Title:	CEO

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S): ECOR1 CAPITAL FUND, L.P. By: EcoR1 Capital, LLC, its General Partner
By:	/s/ Oleg Nodelman
	Name:	Oleg Nodelman
	Title:	Managing Director

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S): ECOR1 CAPITAL FUND QUALIFIED, L.P. By: EcoR1 Capital, LLC, its General Partner
By:	/s/ Oleg Nodelman
	Name:	Oleg Nodelman
	Title:	Managing Director

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S): CASDIN MASTER FUND, L.P. By: Casdin Partners GP, LLC its General Partner
By:	/s/ Eli Casdin
	Name:	Eli Casdin
	Title:	Managing Member

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S):
Signature:	/s/ Douglas E. Williams
Name: Douglas E. Williams

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S):
Signature:	/s/ Alexander Casdin
Name: Alexander Casdin

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S):
Signature:	/s/ Nathan Jorgensen
Name: Nathan Jorgensen

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR(S):
Signature:	/s/ Mohamed Adel Ghanem
Name: Mohamed Adel Ghanem

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

EX-10.1

Exhibit 10.1

CODIAK BIOSCIENCES, INC.

2015 STOCK OPTION AND GRANT PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Codiak BioSciences, Inc. 2015 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Codiak BioSciences, Inc., a Delaware corporation (including any successor entity, the “Company”), and its Subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company.

The following terms shall be defined as set forth below:

“Affiliate” of any Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first mentioned Person. A Person shall be deemed to control another Person if such first Person possesses directly or indirectly the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, by contract or otherwise.

“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock Awards, Unrestricted Stock Awards, Restricted Stock Units or any combination of the foregoing.

“Award Agreement” means a written or electronic agreement setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Agreement may contain terms and conditions in addition to those set forth in the Plan; provided, however, in the event of any conflict in the terms of the Plan and the Award Agreement, the terms of the Plan shall govern.

“Board” means the Board of Directors of the Company.

“Cause” shall have the meaning as set forth in the Award Agreement(s). In the case that any Award Agreement does not contain a definition of “Cause,” it shall mean (i) the grantee’s dishonest statements or acts with respect to the Company or any Affiliate of the Company, or any current or prospective customers, suppliers vendors or other third parties with which such entity does business; (ii) the grantee’s commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) the grantee’s failure to perform his assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the grantee by the Company; (iv) the grantee’s gross negligence, willful misconduct or insubordination with respect to the Company or any Affiliate of the Company; or (v) the grantee’s material violation of any provision of any agreement(s) between the grantee and the Company relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions.

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“Chief Executive Officer” means the Chief Executive Officer of the Company or, if there is no Chief Executive Officer, then the President of the Company.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

“Committee” means the Committee of the Board referred to in Section 2.

“Consultant” means any natural person that provides bona fide services to the Company (including a Subsidiary), and such services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

“Disability” means “disability” as defined in Section 422(c) of the Code.

“Effective Date” means the date on which the Plan is adopted as set forth on the final page of the Plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Fair Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Committee based on the reasonable application of a reasonable valuation method not inconsistent with Section 409A of the Code. If the Stock is admitted to trade on a national securities exchange, the determination shall be made by reference to the closing price reported on such exchange. If there is no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing price. If the date for which Fair Market Value is determined is the first day when trading prices for the Stock are reported on a national securities exchange, the Fair Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s Initial Public Offering.

“Good Reason” shall have the meaning as set forth in the Award Agreement(s). In the case that any Award Agreement does not contain a definition of “Good Reason,” it shall mean (i) a material diminution in the grantee’s base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees of the Company or (ii) a change of more than 50 miles in the geographic location at which the grantee provides services to the Company, so long as the grantee provides at least 90 days’ notice to the Company following the initial occurrence of any such event and the Company fails to cure such event within 30 days thereafter.

“Grant Date” means the date that the Committee designates in its approval of an Award in accordance with applicable law as the date on which the Award is granted, which date may not precede the date of such Committee approval.

“Holder” means, with respect to an Award or any Shares, the Person holding such Award or Shares, including the initial recipient of the Award or any Permitted Transferee.

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“Incentive Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.

“Initial Public Offering” means the consummation of the first firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale by the Company of its equity securities, as a result of or following which the Stock shall be publicly held.

“Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

“Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.

“Permitted Transferees” shall mean any of the following to whom a Holder may transfer Shares hereunder (as set forth in Section 9(a)(ii)(A)): the Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Holder’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons control the management of assets, and any other entity in which these persons own more than fifty percent of the voting interests; provided, however, that any such trust does not require or permit distribution of any Shares during the term of the Award Agreement unless subject to its terms. Upon the death of the Holder, the term Permitted Transferees shall also include such deceased Holder’s estate, executors, administrators, personal representatives, heirs, legatees and distributees, as the case may be.

“Person” shall mean any individual, corporation, partnership (limited or general), limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity.

“Restricted Stock Award” means Awards granted pursuant to Section 6 and “Restricted Stock” means Shares issued pursuant to such Awards.

“Restricted Stock Unit” means an Award of phantom stock units to a grantee, which may be settled in cash or Shares as determined by the Committee, pursuant to Section 8.

“Sale Event” means the consummation of (i) the dissolution or liquidation of the Company, (ii) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (iii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity (or its ultimate parent, if applicable), (iv) the acquisition of all or a majority of the outstanding voting stock of the Company in a single transaction or a series of related transactions by a Person or group of Persons, or (v) any other acquisition of the business of the Company, as determined by the Board; provided, however, that the Company’s Initial Public Offering, any subsequent public offering or another capital raising event, or a merger effected solely to change the Company’s domicile shall not constitute a “Sale Event.”

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“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Service Relationship” means any relationship as a full-time employee, part-time employee, director or other key person (including Consultants) of the Company or any Subsidiary or any successor entity (e.g., a Service Relationship shall be deemed to continue without interruption in the event an individual’s status changes from full-time employee to part-time employee or Consultant).

“Shares” means shares of Stock.

“Stock” means the Class A Common Stock, par value $0.0001 per share, of the Company.

“Subsidiary” means any corporation or other entity (other than the Company) in which the Company has more than a 50 percent interest, either directly or indirectly.

“Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent of the Company or any Subsidiary.

“Termination Event” means the termination of the Award recipient’s Service Relationship with the Company and its Subsidiaries for any reason whatsoever, regardless of the circumstances thereof, and including, without limitation, upon death, disability, retirement, discharge or resignation for any reason, whether voluntarily or involuntarily. The following shall not constitute a Termination Event: (i) a transfer to the service of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another Subsidiary or (ii) an approved leave of absence for military service or sickness, or for any other purpose approved by the Committee, if the individual’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing.

“Unrestricted Stock Award” means any Award granted pursuant to Section 7 and “Unrestricted Stock” means Shares issued pursuant to such Awards.

SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS

(a)    Administration of Plan. The Plan shall be administered by the Board, or at the discretion of the Board, by a committee of the Board, comprised of not less than two directors. All references herein to the “Committee” shall be deemed to refer to the group then responsible for administration of the Plan at the relevant time (i.e., either the Board of Directors or a committee or committees of the Board, as applicable).

(b)    Powers of Committee. The Committee shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:

(i)    to select the individuals to whom Awards may from time to time be granted;

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(ii)    to determine the time or times of grant, and the amount, if any, of Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock Awards, Unrestricted Stock Awards, Restricted Stock Units, or any combination of the foregoing, granted to any one or more grantees;

(iii)    to determine the number of Shares to be covered by any Award and, subject to the provisions of the Plan, the price, exercise price, conversion ratio or other price relating thereto;

(iv)    to determine and, subject to Section 12, to modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the form of Award Agreements;

(v)    to accelerate at any time the exercisability or vesting of all or any portion of any Award;

(vi)    to impose any limitations on Awards, including limitations on transfers, repurchase provisions and the like, and to exercise repurchase rights or obligations;

(vii)    subject to Section 5(a)(ii) and any restrictions imposed by Section 409A, to extend at any time the period in which Stock Options may be exercised; and

(viii)    at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including Award Agreements); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.

All decisions and interpretations of the Committee shall be binding on all persons, including the Company and all Holders.

(c)    Award Agreement. Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each Award.

(d)    Indemnification. Neither the Board nor the Committee, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s governing documents, including its certificate of incorporation or bylaws, or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.

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(e)    Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and any Subsidiary operate or have employees or other individuals eligible for Awards, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries, if any, shall be covered by the Plan; (ii) determine which individuals, if any, outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Committee determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitation contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals.

SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS AND OTHER TRANSACTIONS; SUBSTITUTION

(a)    Stock Issuable. The maximum number of Shares reserved and available for issuance under the Plan shall be 8,400,000 Shares, subject to adjustment as provided in Section 3(b). For purposes of this limitation, the Shares underlying any Awards that are forfeited, canceled, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) and Shares that are withheld upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding shall be added back to the Shares available for issuance under the Plan. Subject to such overall limitations, Shares may be issued up to such maximum number pursuant to any type or types of Award, and no more than 8,400,000 Shares may be issued pursuant to Incentive Stock Options. The Shares available for issuance under the Plan may be authorized but unissued Shares or Shares reacquired by the Company. Beginning on the date that the Company becomes subject to Section 162(m) of the Code, Options with respect to no more than 8,400,000 Shares shall be granted to any one individual in any calendar year period.

(b)    Changes in Stock. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding Shares are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional Shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such Shares or other securities, in each case, without the receipt of consideration by the Company, or, if, as a result of any merger or consolidation, or sale of all or substantially all of the assets of the Company, the outstanding Shares are converted into or exchanged for other securities of the Company or any successor entity (or a parent or subsidiary thereof), the Committee shall make an appropriate and proportionate adjustment in (i) the maximum number of Shares reserved for issuance under the Plan, (ii) the number and kind of Shares or other securities subject to any then outstanding Awards under the Plan, (iii) the repurchase price, if any, per Share subject to each outstanding Award, and (iv) the exercise price for each Share subject to any then outstanding Stock Options under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock

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Options) as to which such Stock Options remain exercisable. The adjustment by the Committee shall be final, binding and conclusive. No fractional Shares shall be issued under the Plan resulting from any such adjustment, but the Committee in its discretion may make a cash payment in lieu of fractional shares.

(c)    Sale Events.

(i)    Options.

(A)    In the case of and subject to the consummation of a Sale Event, the Plan and all outstanding Options issued hereunder shall terminate upon the effective time of any such Sale Event unless assumed or continued by the successor entity, or new stock options or other awards of the successor entity or parent thereof are substituted therefor, with an equitable or proportionate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree (after taking into account any acceleration hereunder and/or pursuant to the terms of any Award Agreement).

(B)    In the event of the termination of the Plan and all outstanding Options issued hereunder pursuant to Section 3(c), each Holder of Options shall be permitted, within a period of time prior to the consummation of the Sale Event as specified by the Committee, to exercise all such Options which are then exercisable or will become exercisable as of the effective time of the Sale Event; provided, however, that the exercise of Options not exercisable prior to the Sale Event shall be subject to the consummation of the Sale Event.

(C)    Notwithstanding anything to the contrary in Section 3(c)(i)(A), in the event of a Sale Event, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the Holders of Options, without any consent of the Holders, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the value as determined by the Committee of the consideration payable per share of Stock pursuant to the Sale Event (the “Sale Price”) times the number of Shares subject to outstanding Options being cancelled (to the extent then vested and exercisable, including by reason of acceleration in connection with such Sale Event, at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding vested and exercisable Options.

(ii)    Restricted Stock and Restricted Stock Unit Awards.

(A)    In the case of and subject to the consummation of a Sale Event, all unvested Restricted Stock and unvested Restricted Stock Unit Awards (other than those becoming vested as a result of the Sale Event) issued hereunder shall be forfeited immediately prior to the effective time of any such Sale Event unless assumed or continued by the successor entity, or awards of the successor entity or parent thereof are substituted therefor, with an equitable or proportionate adjustment as to the number and kind of shares subject to such awards as such parties shall agree (after taking into account any acceleration hereunder and/or pursuant to the terms of any Award Agreement).

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(B)    In the event of the forfeiture of Restricted Stock pursuant to Section 3(c)(ii)(A), such Restricted Stock shall be repurchased from the Holder thereof at a price per share equal to the original per share purchase price paid by the Holder (subject to adjustment as provided in Section 3(b)) for such Shares.

(C)    Notwithstanding anything to the contrary in Section 3(c)(ii)(A), in the event of a Sale Event, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the Holders of Restricted Stock or Restricted Stock Unit Awards, without consent of the Holders, in exchange for the cancellation thereof, in an amount equal to the Sale Price times the number of Shares subject to such Awards, to be paid at the time of such Sale Event or upon the later vesting of such Awards.

SECTION 4. ELIGIBILITY

Grantees under the Plan will be such full or part-time officers and other employees, directors, Consultants and key persons of the Company and any Subsidiary who are selected from time to time by the Committee in its sole discretion; provided, however, that Awards shall be granted only to those individuals described in Rule 701(c) of the Securities Act.

SECTION 5. STOCK OPTIONS

Upon the grant of a Stock Option, the Company and the grantee shall enter into an Award Agreement. The terms and conditions of each such Award Agreement shall be determined by the Committee, and such terms and conditions may differ among individual Awards and grantees.

Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.

(a)    Terms of Stock Options. The Committee in its discretion may grant Stock Options to those individuals who meet the eligibility requirements of Section 4. Stock Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable.

(i)    Exercise Price. The exercise price per share for the Shares covered by a Stock Option shall be determined by the Committee at the time of grant but shall not be less than 100 percent of the Fair Market Value on the Grant Date. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price per share for the Shares covered by such Incentive Stock Option shall not be less than 110 percent of the Fair Market Value on the Grant Date.

(ii)    Option Term. The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten years from the Grant Date. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock Option shall be no more than five years from the Grant Date.

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(iii)    Exercisability; Rights of a Stockholder. Stock Options shall become exercisable and/or vested at such time or times, whether or not in installments, as shall be determined by the Committee at or after the Grant Date. The Award Agreement may permit a grantee to exercise all or a portion of a Stock Option immediately at grant; provided that the Shares issued upon such exercise shall be subject to restrictions and a vesting schedule identical to the vesting schedule of the related Stock Option, such Shares shall be deemed to be Restricted Stock for purposes of the Plan, and the optionee may be required to enter into an additional or new Award Agreement as a condition to exercise of such Stock Option. An optionee shall have the rights of a stockholder only as to Shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options. An optionee shall not be deemed to have acquired any Shares unless and until a Stock Option shall have been exercised pursuant to the terms of the Award Agreement and this Plan and the optionee’s name has been entered on the books of the Company as a stockholder.

(iv)    Method of Exercise. Stock Options may be exercised by an optionee in whole or in part, by the optionee giving written or electronic notice of exercise to the Company, specifying the number of Shares to be purchased. Payment of the purchase price may be made by one or more of the following methods (or any combination thereof) to the extent provided in the Award Agreement:

(A)    In cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee;

(B)    If permitted by the Committee, by the optionee delivering to the Company a promissory note, if the Board has expressly authorized the loan of funds to the optionee for the purpose of enabling or assisting the optionee to effect the exercise of his or her Stock Option; provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid in cash if required by state law;

(C)    If permitted by the Committee and the Initial Public Offering has occurred (or the Stock otherwise becomes publicly-traded), through the delivery (or attestation to the ownership) of Shares that have been purchased by the optionee on the open market or that are beneficially owned by the optionee and are not then subject to restrictions under any Company plan. To the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered Shares if originally purchased from the Company shall have been owned by the optionee for at least six months. Such surrendered Shares shall be valued at Fair Market Value on the exercise date;

(D)    If permitted by the Committee and the Initial Public Offering has occurred (or the Stock otherwise becomes publicly-traded), by the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure; or

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(E)    If permitted by the Committee, and only with respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate exercise price.

Payment instruments will be received subject to collection. No certificates for Shares so purchased will be issued to the optionee or, with respect to uncertificated Stock, no transfer to the optionee on the records of the Company will take place, until the Company has completed all steps it has deemed necessary to satisfy legal requirements relating to the issuance and sale of the Shares, which steps may include, without limitation, (i) receipt of a representation from the optionee at the time of exercise of the Option that the optionee is purchasing the Shares for the optionee’s own account and not with a view to any sale or distribution of the Shares or other representations relating to compliance with applicable law governing the issuance of securities, (ii) the legending of the certificate (or notation on any book entry) representing the Shares to evidence the foregoing restrictions, and (iii) obtaining from optionee payment or provision for all withholding taxes due as a result of the exercise of the Option. The delivery of certificates representing the shares of Stock (or the transfer to the optionee on the records of the Company with respect to uncertificated Stock) to be purchased pursuant to the exercise of a Stock Option will be contingent upon (A) receipt from the optionee (or a purchaser acting in his or her stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such Shares and the fulfillment of any other requirements contained in the Award Agreement or applicable provisions of laws and (B) if required by the Company, the optionee shall have entered into any stockholders agreements or other agreements with the Company and/or certain other of the Company’s stockholders relating to the Stock. In the event an optionee chooses to pay the purchase price by previously-owned Shares through the attestation method, the number of Shares transferred to the optionee upon the exercise of the Stock Option shall be net of the number of Shares attested to.

(b)    Annual Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the Grant Date) of the Shares with respect to which Incentive Stock Options granted under the Plan and any other plan of the Company or its parent and any Subsidiary that become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000 or such other limit as may be in effect from time to time under Section 422 of the Code. To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.

(c)    Termination. Any portion of a Stock Option that is not vested and exercisable on the date of termination of an optionee’s Service Relationship shall immediately expire and be null and void. Once any portion of the Stock Option becomes vested and exercisable, the optionee’s right to exercise such portion of the Stock Option (or the optionee’s representatives and legatees as applicable) in the event of a termination of the optionee’s Service Relationship shall continue until the earliest of: (i) the date which is: (A) 12 months following the date on which the optionee’s Service Relationship terminates due to death or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award Agreement), or (B) three months following the date on which the optionee’s Service Relationship terminates if the termination is due to any reason other than death or Disability (or such longer period of time as

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determined by the Committee and set forth in the applicable Award Agreement), or (ii) the Expiration Date set forth in the Award Agreement; provided that notwithstanding the foregoing, an Award Agreement may provide that if the optionee’s Service Relationship is terminated for Cause, the Stock Option shall terminate immediately and be null and void upon the date of the optionee’s termination and shall not thereafter be exercisable.

SECTION 6. RESTRICTED STOCK AWARDS

(a)    Nature of Restricted Stock Awards. The Committee may, in its sole discretion, grant (or sell at par value or such other purchase price determined by the Committee) to an eligible individual under Section 4 hereof a Restricted Stock Award under the Plan. The Committee shall determine the restrictions and conditions applicable to each Restricted Stock Award at the time of grant. Conditions may be based on continuing employment (or other Service Relationship), achievement of pre-established performance goals and objectives and/or such other criteria as the Committee may determine. Upon the grant of a Restricted Stock Award, the Company and the grantee shall enter into an Award Agreement. The terms and conditions of each such Award Agreement shall be determined by the Committee, and such terms and conditions may differ among individual Awards and grantees.

(b)    Rights as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee of Restricted Stock shall be considered the record owner of and shall be entitled to vote the Restricted Stock if, and to the extent, such Shares are entitled to voting rights, subject to such conditions contained in the Award Agreement. The grantee shall be entitled to receive all dividends and any other distributions declared on the Shares; provided, however, that the Company is under no duty to declare any such dividends or to make any such distribution. Unless the Committee shall otherwise determine, certificates evidencing the Restricted Stock shall remain in the possession of the Company until such Restricted Stock is vested as provided in subsection (d) below of this Section, and the grantee shall be required, as a condition of the grant, to deliver to the Company a stock power endorsed in blank and such other instruments of transfer as the Committee may prescribe.

(c)    Restrictions. Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Award Agreement. Except as may otherwise be provided by the Committee either in the Award Agreement or, subject to Section 12 below, in writing after the Award Agreement is issued, if a grantee’s Service Relationship with the Company and any Subsidiary terminates, the Company or its assigns shall have the right, as may be specified in the relevant instrument, to repurchase some or all of the Shares subject to the Award at such purchase price as is set forth in the Award Agreement.

(d)    Vesting of Restricted Stock. The Committee at the time of grant shall specify in the Award Agreement the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the substantial risk of forfeiture imposed shall lapse and the Restricted Stock shall become vested, subject to such further rights of the Company or its assigns as may be specified in the Award Agreement.

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SECTION 7. UNRESTRICTED STOCK AWARDS

The Committee may, in its sole discretion, grant (or sell at par value or such other purchase price determined by the Committee) to an eligible person under Section 4 hereof an Unrestricted Stock Award under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.

SECTION 8. RESTRICTED STOCK UNITS

(a)    Nature of Restricted Stock Units. The Committee may, in its sole discretion, grant to an eligible person under Section 4 hereof Restricted Stock Units under the Plan. The Committee shall determine the restrictions and conditions applicable to each Restricted Stock Unit at the time of grant. Vesting conditions may be based on continuing employment (or other Service Relationship), achievement of pre-established performance goals and objectives and/or other such criteria as the Committee may determine. Upon the grant of Restricted Stock Units, the grantee and the Company shall enter into an Award Agreement. The terms and conditions of each such Award Agreement shall be determined by the Committee and may differ among individual Awards and grantees. On or promptly following the vesting date or dates applicable to any Restricted Stock Unit, but in no event later than March 15 of the year following the year in which such vesting occurs, such Restricted Stock Unit(s) shall be settled in the form of cash or shares of Stock, as specified in the Award Agreement. Restricted Stock Units may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of.

(b)    Rights as a Stockholder. A grantee shall have the rights of a stockholder only as to Shares, if any, acquired upon settlement of Restricted Stock Units. A grantee shall not be deemed to have acquired any such Shares unless and until the Restricted Stock Units shall have been settled in Shares pursuant to the terms of the Plan and the Award Agreement, the Company shall have issued and delivered a certificate representing the Shares to the grantee (or transferred on the records of the Company with respect to uncertificated stock), and the grantee’s name has been entered in the books of the Company as a stockholder.

(c)    Termination. Except as may otherwise be provided by the Committee either in the Award Agreement or in writing after the Award Agreement is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s cessation of Service Relationship with the Company and any Subsidiary for any reason.

SECTION 9. TRANSFER RESTRICTIONS; COMPANY RIGHT OF FIRST REFUSAL; COMPANY REPURCHASE RIGHTS

(a)    Restrictions on Transfer.

(i)    Non-Transferability of Stock Options. Stock Options and, prior to exercise, the Shares issuable upon exercise of such Stock Option, shall not be transferable by the optionee otherwise than by will, or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee, or by the optionee’s legal representative or guardian in the event of the optionee’s incapacity. Notwithstanding the foregoing, the Committee, in its sole discretion, may provide in the Award Agreement regarding a given Stock Option that the optionee may transfer by gift, without consideration for the transfer,

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his or her Non-Qualified Stock Options to his or her family members (as defined in Rule 701 of the Securities Act), to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners (to the extent such trusts or partnerships are considered “family members” for purposes of Rule 701 of the Securities Act), provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award Agreement, including the execution of a stock power upon the issuance of Shares. Stock Options, and the Shares issuable upon exercise of such Stock Options, shall be restricted as to any pledge, hypothecation, or other transfer, including any short position, any “put equivalent position” (as defined in the Exchange Act) or any “call equivalent position” (as defined in the Exchange Act) prior to exercise.

(ii)    Shares. No Shares shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily or by operation of law, unless (i) the transfer is in compliance with the terms of the applicable Award Agreement, all applicable securities laws (including, without limitation, the Securities Act), and with the terms and conditions of this Section 9, (ii) the transfer does not cause the Company to become subject to the reporting requirements of the Exchange Act, and (iii) the transferee consents in writing to be bound by the provisions of the Plan and the Award Agreement, including this Section 9. In connection with any proposed transfer, the Committee may require the transferor to provide at the transferor’s own expense an opinion of counsel to the transferor, satisfactory to the Committee, that such transfer is in compliance with all foreign, federal and state securities laws (including, without limitation, the Securities Act). Any attempted transfer of Shares not in accordance with the terms and conditions of this Section 9 shall be null and void, and the Company shall not reflect on its records any change in record ownership of any Shares as a result of any such transfer, shall otherwise refuse to recognize any such transfer and shall not in any way give effect to any such transfer of Shares. The Company shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity including, without limitation, seeking specific performance or the rescission of any transfer not made in strict compliance with the provisions of this Section 9. Subject to the foregoing general provisions, and unless otherwise provided in the applicable Award Agreement, Shares may be transferred pursuant to the following specific terms and conditions (provided that with respect to any transfer of Restricted Stock, all vesting and forfeiture provisions shall continue to apply with respect to the original recipient):

(A)    Transfers to Permitted Transferees. The Holder may transfer any or all of the Shares to one or more Permitted Transferees; provided, however, that following such transfer, such Shares shall continue to be subject to the terms of this Plan (including this Section 9) and such Permitted Transferee(s) shall, as a condition to any such transfer, deliver a written acknowledgment to that effect to the Company and shall deliver a stock power to the Company with respect to the Shares. Notwithstanding the foregoing, the Holder may not transfer any of the Shares to a Person whom the Company reasonably determines is a direct competitor or a potential competitor of the Company or any of its Subsidiaries.

(B)    Transfers Upon Death. Upon the death of the Holder, any Shares then held by the Holder at the time of such death and any Shares acquired after the Holder’s death by the Holder’s legal representative shall be subject to the provisions of this Plan, and the Holder’s estate, executors, administrators, personal representatives, heirs, legatees and distributees shall be obligated to convey such Shares to the Company or its assigns under the terms contemplated by the Plan and the Award Agreement.

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(b)    Right of First Refusal. In the event that a Holder desires at any time to sell or otherwise transfer all or any part of his or her Shares (other than shares of Restricted Stock which by their terms are not transferrable), the Holder first shall give written notice to the Company of the Holder’s intention to make such transfer. Such notice shall state the number of Shares that the Holder proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Holder within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 9(b), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Holder. In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Holder shall be required to pay a transaction processing fee of $10,000 to the Company (unless waived by the Committee) and then may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Holder’s notice. Any Shares not sold to the proposed transferee shall remain subject to the Plan. If the Holder is a party to any stockholders agreements or other agreements with the Company and/or certain other of the Company’s stockholders relating to the Shares, (i) the transferring Holder shall comply with the requirements of such stockholders agreements or other agreements relating to any proposed transfer of the Offered Shares, and (ii) any proposed transferee that purchases Offered Shares shall enter into such stockholders agreements or other agreements with the Company and/or certain of the Company’s stockholders relating to the Offered Shares on the same terms and in the same capacity as the transferring Holder.

(c)    Company’s Right of Repurchase.

(i)    Right of Repurchase for Unvested Shares Issued Upon the Exercise of an Option. Upon a Termination Event, the Company or its assigns shall have the right and option to repurchase from a Holder of Shares acquired upon exercise of a Stock Option which are still subject to a risk of forfeiture as of the Termination Event. Such repurchase rights may be exercised by the Company within the later of (A) six months following the date of such Termination Event or (B) seven months after the acquisition of Shares upon exercise of a Stock Option. The repurchase price shall be equal to the lower of the original per share price paid by the Holder, subject to adjustment as provided in Section 3(b) of the Plan, or the current Fair Market Value of such Shares as of the date the Company elects to exercise its repurchase rights.

(ii)    Right of Repurchase With Respect to Restricted Stock. Upon a Termination Event, the Company or its assigns shall have the right and option to repurchase from a Holder of Shares received pursuant to a Restricted Stock Award any Shares that are still subject to a risk of forfeiture as of the Termination Event. Such repurchase right may be exercised by the Company within six months following the date of such Termination Event. The repurchase price shall be the lower of the original per share purchase price paid by the Holder, subject to adjustment as provided in Section 3(b) of the Plan, or the current Fair Market Value of such Shares as of the date the Company elects to exercise its repurchase rights.

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(iii)    Procedure. Any repurchase right of the Company shall be exercised by the Company or its assigns by giving the Holder written notice on or before the last day of the repurchase period of its intention to exercise such repurchase right. Upon such notification, the Holder shall promptly surrender to the Company, free and clear of any liens or encumbrances, any certificates representing the Shares being purchased, together with a duly executed stock power for the transfer of such Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Holder, the Company or its assignee or assignees shall deliver to him, her or them a check for the applicable repurchase price; provided, however, that the Company may pay the repurchase price by offsetting and canceling any indebtedness then owed by the Holder to the Company.

(d)    Reserved.

(e)    Escrow Arrangement.

(i)    Escrow. In order to carry out the provisions of this Section 9 of this Plan more effectively, the Company shall hold any Shares issued pursuant to Awards granted under the Plan in escrow together with separate stock powers executed by the Holder in blank for transfer. The Company shall not dispose of the Shares except as otherwise provided in this Plan. In the event of any repurchase by the Company (or any of its assigns), the Company is hereby authorized by the Holder, as the Holder’s attorney-in-fact, to date and complete the stock powers necessary for the transfer of the Shares being purchased and to transfer such Shares in accordance with the terms hereof. At such time as any Shares are no longer subject to the Company’s repurchase and first refusal rights, the Company shall, at the written request of the Holder, deliver to the Holder a certificate representing such Shares with the balance of the Shares to be held in escrow pursuant to this Section.

(ii)    Remedy. Without limitation of any other provision of this Plan or other rights, in the event that a Holder or any other Person is required to sell a Holder’s Shares pursuant to the provisions of Sections 9(b) or (c) hereof and in the further event that he or she refuses or for any reason fails to deliver to the Company or its designated purchaser of such Shares the certificate or certificates evidencing such Shares together with a related stock power, the Company or such designated purchaser may deposit the applicable purchase price for such Shares with a bank designated by the Company, or with the Company’s independent public accounting firm, as agent or trustee, or in escrow, for such Holder or other Person, to be held by such bank or accounting firm for the benefit of and for delivery to him, her, them or it, and/or, in its discretion, pay such purchase price by offsetting any indebtedness then owed by such Holder as provided above. Upon any such deposit and/or offset by the Company or its designated purchaser of such amount and upon notice to the Person who was required to sell the Shares to be sold pursuant to the provisions of Sections 9(b) or (c), such Shares shall at such time be deemed to have been sold, assigned, transferred and conveyed to such purchaser, such Holder shall have no further rights thereto (other than the right to withdraw the payment thereof held in escrow, if applicable), and the Company shall record such transfer in its stock transfer book or in any appropriate manner.

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(f)    Lockup Provision. If requested by the Company, a Holder shall not sell or otherwise transfer or dispose of any Shares (including, without limitation, pursuant to Rule 144 under the Securities Act) held by him or her for such period following the effective date of a public offering by the Company of Shares as the Company shall specify reasonably and in good faith. If requested by the underwriter engaged by the Company, each Holder shall execute a separate letter confirming his or her agreement to comply with this Section.

(g)    Adjustments for Changes in Capital Structure. If, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Common Stock, the outstanding Shares are increased or decreased or are exchanged for a different number or kind of securities of the Company, the restrictions contained in this Section 9 shall apply with equal force to additional and/or substitute securities, if any, received by Holder in exchange for, or by virtue of his or her ownership of, Shares.

(h)    Termination. The terms and provisions of Section 9(b) and Section 9(c) (except for the Company’s right to repurchase Shares still subject to a risk of forfeiture upon a Termination Event) shall terminate upon the closing of the Company’s Initial Public Offering or upon consummation of any Sale Event, in either case as a result of which Shares are registered under Section 12 of the Exchange Act and publicly-traded on any national security exchange.

SECTION 10. TAX WITHHOLDING

(a)    Payment by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Shares or other amounts received thereunder first becomes includable in the gross income of the grantee for income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and any Subsidiary shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver stock certificates (or evidence of book entry) to any grantee is subject to and conditioned on any such tax withholding obligations being satisfied by the grantee.

(b)    Payment in Stock. The Company’s minimum required tax withholding obligation may be satisfied, in whole or in part, by the Company withholding from Shares to be issued pursuant to an Award a number of Shares having an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the minimum withholding amount due.

SECTION 11. SECTION 409A AWARDS.

To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as may be specified by the Committee from time to time. In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being

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subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. The Company makes no representation or warranty and shall have no liability to any grantee under the Plan or any other Person with respect to any penalties or taxes under Section 409A that are, or may be, imposed with respect to any Award.

SECTION 12. AMENDMENTS AND TERMINATION

The Board may, at any time, amend or discontinue the Plan and the Committee may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the consent of the holder of the Award. The Committee may exercise its discretion to reduce the exercise price of outstanding Stock Options or effect repricing through cancellation of outstanding Stock Options and by granting such holders new Awards in replacement of the cancelled Stock Options. To the extent determined by the Committee to be required either by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code or otherwise, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. Nothing in this Section 12 shall limit the Board’s or Committee’s authority to take any action permitted pursuant to Section 3(c). The Board reserves the right to amend the Plan and/or the terms of any outstanding Stock Options to the extent reasonably necessary to comply with the requirements of the exemption pursuant to paragraph (f)(4) of Rule 12h-1 of the Exchange Act.

SECTION 13. STATUS OF PLAN

With respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Committee shall otherwise expressly so determine in connection with any Award.

SECTION 14. GENERAL PROVISIONS

(a)    No Distribution; Compliance with Legal Requirements. The Committee may require each person acquiring Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to distribution thereof. No Shares shall be issued pursuant to an Award until all applicable securities law and other legal and stock exchange or similar requirements have been satisfied. The Committee may require the placing of such stop-orders and restrictive legends on certificates for Stock and Awards as it deems appropriate.

(b)    Delivery of Stock Certificates. Stock certificates to grantees under the Plan shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company; provided that stock certificates to be held in escrow pursuant to Section 9 of the Plan shall be deemed delivered when the Company shall have recorded the issuance in its records. Uncertificated Stock shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records).

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(c)    No Employment Rights. The adoption of the Plan and the grant of Awards do not confer upon any Person any right to continued employment or Service Relationship with the Company or any Subsidiary.

(d)    Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policy-related restrictions, terms and conditions as may be established by the Committee, or in accordance with policies set by the Committee, from time to time.

(e)    Designation of Beneficiary. Each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award on or after the grantee’s death or receive any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Committee and shall not be effective until received by the Committee. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate.

(f)    Legend. Any certificate(s) representing the Shares shall carry substantially the following legend (and with respect to uncertificated Stock, the book entries evidencing such shares shall contain the following notation):

The transferability of this certificate and the shares of stock represented hereby are subject to the restrictions, terms and conditions (including repurchase and restrictions against transfers) contained in the Codiak BioSciences, Inc. 2015 Stock Option and Grant Plan and any agreements entered into thereunder by and between the company and the holder of this certificate (a copy of which is available at the offices of the company for examination).

(g)    Information to Holders of Options. In the event the Company is relying on the exemption from the registration requirements of Section 12(g) of the Exchange Act contained in paragraph (f)(1) of Rule 12h-1 of the Exchange Act, the Company shall provide the information described in Rule 701(e)(3), (4) and (5) of the Securities Act to all holders of Options in accordance with the requirements thereunder. The foregoing notwithstanding, the Company shall not be required to provide such information unless the optionholder has agreed in writing, on a form prescribed by the Company, to keep such information confidential.

SECTION 15. EFFECTIVE DATE OF PLAN

The Plan shall become effective upon adoption by the Board and shall be approved by stockholders in accordance with applicable state law and the Company’s articles of incorporation and bylaws within 12 months thereafter. If the stockholders fail to approve the Plan within 12 months after its adoption by the Board of Directors, then any Awards granted or sold under the Plan shall be rescinded and no additional grants or sales shall thereafter be made under the Plan. Subject to such approval by stockholders and to the requirement that no Shares may be issued

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hereunder prior to such approval, Stock Options and other Awards may be granted hereunder on and after adoption of the Plan by the Board. No grants of Stock Options and other Awards may be made hereunder after the tenth anniversary of the date the Plan is adopted by the Board or the date the Plan is approved by the Company’s stockholders, whichever is earlier.

SECTION 16. GOVERNING LAW

This Plan, all Awards and any controversy arising out of or relating to this Plan and all Awards shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of Massachusetts, without regard to conflict of law principles that would result in the application of any law other than the law of the Commonwealth of Massachusetts.

DATE ADOPTED BY THE BOARD OF DIRECTORS:    November 12, 2015

DATE APPROVED BY THE STOCKHOLDERS:             November 12, 2015

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CODIAK BIOSCIENCES, INC.

AMENDMENT NO. 1 TO

2015 STOCK OPTION AND GRANT PLAN

WHEREAS, the Board of Directors and the stockholders of Codiak BioSciences, Inc. (the “Corporation”) approved and adopted the 2015 Stock Option and Grant Plan (the “Plan”) of the Corporation on November 11, 2015;

WHEREAS, the Board of Directors and the stockholders of the Corporation have determined that it is in the best interest of the Corporation to amend the Plan as set forth in this Amendment.

NOW, THEREFORE, the Plan is amended as follows:

1. Amendment of the 2015 Stock Option and Grant Plan

1.01. Section 3(a) of the Plan is hereby amended and restated in its entirety to read as follows:

“Stock Issuable. The maximum number of Shares reserved and available for issuance under the Plan shall be 17,000,000 Shares, subject to adjustment as provided in Section 3(b). For purposes of this limitation, the Shares underlying any Awards that are forfeited, canceled, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) and Shares that are withheld upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding shall be added back to the Shares available for issuance under the Plan. Subject to such overall limitations, Shares may be issued up to such maximum number pursuant to any type or types of Award, and no more than 17,000,000 Shares may be issued pursuant to Incentive Stock Options. The Shares available for issuance under the Plan may be authorized but unissued Shares or Shares reacquired by the Company. Beginning on the date that the Company becomes subject to Section 162(m) of the Code, Options with respect to no more than 17,000,000 Shares shall be granted to any one individual in any calendar year period.”

2. Miscellaneous.

2.01. Effect. Except as amended hereby, the Plan shall remain in full force and effect.

2.02. Defined Terms. All capitalized terms used but not specifically defined herein shall have the same meanings given such terms in the Plan unless the context clearly indicates or dictates a contrary meaning.

2.03. Governing Law. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of Massachusetts, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Massachusetts.

ADOPTED BY BOARD OF DIRECTORS:	February 18, 2016 & June 8, 2016
APPROVED BY STOCKHOLDERS:	August 8, 2016

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CODIAK BIOSCIENCES, INC.

AMENDMENT NO. 2 TO

2015 STOCK OPTION AND GRANT PLAN

WHEREAS, the Board of Directors and the stockholders of Codiak BioSciences, Inc. (the “Corporation”) approved and adopted the 2015 Stock Option and Grant Plan (the “Plan”) of the Corporation on November 12, 2015, which was amended on August 8, 2016;

WHEREAS, the Board of Directors and the stockholders of the Corporation have determined that it is in the best interest of the Corporation to amend the Plan as set forth in this Amendment.

NOW, THEREFORE, the Plan is amended as follows:

1. Amendment of the 2015 Stock Option and Grant Plan

1.01. Section 3(a) of the Plan is hereby amended and restated in its entirety to read as follows:

“Stock Issuable. The maximum number of Shares reserved and available for issuance under the Plan shall be 21,000,000 Shares, subject to adjustment as provided in Section 3(b). For purposes of this limitation, the Shares underlying any Awards that are forfeited, canceled, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) and Shares that are withheld upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding shall be added back to the Shares available for issuance under the Plan. Subject to such overall limitations, Shares may be issued up to such maximum number pursuant to any type or types of Award, and no more than 21,000,000 Shares may be issued pursuant to Incentive Stock Options. The Shares available for issuance under the Plan may be authorized but unissued Shares or Shares reacquired by the Company. Beginning on the date that the Company becomes subject to Section 162(m) of the Code, Options with respect to no more than 21,000,000 Shares shall be granted to any one individual in any calendar year period.”

2. Miscellaneous.

2.01. Effect. Except as amended hereby, the Plan shall remain in full force and effect.

2.02. Defined Terms. All capitalized terms used but not specifically defined herein shall have the same meanings given such terms in the Plan unless the context clearly indicates or dictates a contrary meaning.

2.03. Governing Law. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of Massachusetts, without regard to conflict of law principles that would result in the application of any law other than the law of the Common Wealth of Massachusetts.

ADOPTED BY BOARD OF DIRECTORS:	January 22, 2018
APPROVED BY STOCKHOLDERS:	June 5, 2018

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CODIAK BIOSCIENCES, INC.

AMENDMENT NO. 3 TO

2015 STOCK OPTION AND GRANT PLAN

WHEREAS, the Board of Directors and the stockholders of Codiak BioSciences, Inc. (the “Corporation”) approved and adopted the 2015 Stock Option and Grant Plan (the “Plan”) of the Corporation on November 12, 2015, which was amended on August 8, 2016 and June 5, 2018;

WHEREAS, the Board of Directors and the stockholders of the Corporation have determined that it is in the best interest of the Corporation to amend the Plan as set forth in this Amendment.

NOW, THEREFORE, the Plan is amended as follows:

1. Amendment of the 2015 Stock Option and Grant Plan

1.01. Section 3(a) of the Plan is hereby amended and restated in its entirety to read as follows:

“Stock Issuable. The maximum number of Shares reserved and available for issuance under the Plan shall be 25,000,000 Shares, subject to adjustment as provided in Section 3(b). For purposes of this limitation, the Shares underlying any Awards that are forfeited, canceled, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) and Shares that are withheld upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding shall be added back to the Shares available for issuance under the Plan. Subject to such overall limitations, Shares may be issued up to such maximum number pursuant to any type or types of Award, and no more than 25,000,000 Shares may be issued pursuant to Incentive Stock Options. The Shares available for issuance under the Plan may be authorized but unissued Shares or Shares reacquired by the Company. Beginning on the date that the Company becomes subject to Section 162(m) of the Code, Options with respect to no more than 25,000,000 Shares shall be granted to any one individual in any calendar year period.”

2. Miscellaneous.

2.01. Effect. Except as amended hereby, the Plan shall remain in full force and effect.

2.02. Defined Terms. All capitalized terms used but not specifically defined herein shall have the same meanings given such terms in the Plan unless the context clearly indicates or dictates a contrary meaning.

2.03. Governing Law. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of Massachusetts, without regard to conflict of law principles that would result in the application of any law other than the law of the Common Wealth of Massachusetts.

ADOPTED BY BOARD OF DIRECTORS:	October 4, 2018
APPROVED BY STOCKHOLDERS:	October 9, 2018

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CODIAK BIOSCIENCES, INC.

AMENDMENT NO. 4 TO

2015 STOCK OPTION AND GRANT PLAN

WHEREAS, the Board of Directors and the stockholders of Codiak BioSciences, Inc. (the “Corporation”) approved and adopted the 2015 Stock Option and Grant Plan (the “Plan”) of the Corporation on November 11, 2015;

WHEREAS, the Board of Directors and the stockholders of the Corporation have determined that it is in the best interest of the Corporation to amend the Plan as set forth in this Amendment.

NOW, THEREFORE, the Plan is amended as follows:

1.    Amendment of the 2015 Stock Option and Grant Plan

1.01.    Section 3(a) of the Plan is hereby amended and restated in its entirety to read as follows:

“Stock Issuable. The maximum number of Shares reserved and available for issuance under the Plan shall be 30,500,000 Shares, subject to adjustment as provided in Section 3(b). For purposes of this limitation, the Shares underlying any Awards that are forfeited, canceled, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) and Shares that are withheld upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding shall be added back to the Shares available for issuance under the Plan. Subject to such overall limitations, Shares may be issued up to such maximum number pursuant to any type or types of Award, and no more than 30,500,000 Shares may be issued pursuant to Incentive Stock Options. The Shares available for issuance under the Plan may be authorized but unissued Shares or Shares reacquired by the Company. Beginning on the date that the Company becomes subject to Section 162(m) of the Code, Options with respect to no more than 30,500,000 Shares shall be granted to any one individual in any calendar year period.”

2.    Miscellaneous.

2.01.    Effect. Except as amended hereby, the Plan shall remain in full force and effect.

2.02.    Defined Terms. All capitalized terms used but not specifically defined herein shall have the same meanings given such terms in the Plan unless the context clearly indicates or dictates a contrary meaning.

2.03.    Governing Law. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of Massachusetts, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Massachusetts.

INCENTIVE STOCK OPTION GRANT NOTICE

UNDER THE CODIAK BIOSCIENCES, INC.

2015 STOCK OPTION AND GRANT PLAN

Pursuant to the Codiak BioSciences, Inc. 2015 Stock Option and Grant Plan (the “Plan”), Codiak BioSciences, Inc., a Delaware corporation (together with any successor, the “Company”), has granted to the individual named below, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of the Company indicated below (the “Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Incentive Stock Option Grant Notice (the “Grant Notice”), the attached Incentive Stock Option Agreement (the “Agreement”) and the Plan. This Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). To the extent that any portion of the Stock Option does not so qualify, it shall be deemed a non-qualified stock option.

Name of Optionee: __________________ (the “Optionee”)

No. of Shares: __________ Shares of Common Stock

Grant Date: __________________

Vesting Commencement Date: __________________ (the “Vesting Commencement Date”)

Expiration Date: __________________ (the “Expiration Date”)

Option Exercise Price/Share: $_________________ (the “Option Exercise Price”)

Vesting Schedule: 25 percent of the Shares shall vest and become exercisable on the first anniversary of the Vesting Commencement Date; provided that the Optionee continues to have a Service Relationship with the Company at such time. Thereafter, the remaining 75 percent of the Shares shall vest and become exercisable in equal quarterly installments over the following three (3) years, provided the Optionee continues to have a Service Relationship with the Company on each vesting date. Notwithstanding anything in the Agreement to the contrary, in the case of a Sale Event, this Stock Option and the Shares shall be treated as provided in Section 3(c) of the Plan[; provided, however, that if the Company is subject to a Change in Control, 50% of Optionee’s then unvested Shares shall vest immediately prior to the consummation of such Change in Control; ][provided, further, however, that if the Company is (a) subject to a Change in Control and (b) Optionee’s employment is terminated by the Company or successor corporation, as the case may be, without Cause, or Optionee terminates her employment

for Good Reason, in either case, within ninety (90) days prior to the effective date of such Change in Control if the Company is in discussions with the potential acquirer, or within twelve (12) months after the effective date of the Change in Control, then Optionee shall receive immediate acceleration of vesting of 100% of Optionee’s then unvested Shares. The terms “Change in Control”, “Cause” and “Good Reason” have the meanings ascribed to them in the employment agreement dated [__], 201[_] by and between Optionee and the Company].

Attachments: Incentive Stock Option Agreement, 2015 Stock Option and Grant Plan

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INCENTIVE STOCK OPTION AGREEMENT

UNDER THE CODIAK BIOSCIENCES, INC.

2015 STOCK OPTION AND GRANT PLAN

All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Grant Notice and the Plan.

1.    Vesting, Exercisability and Termination.

(a)    No portion of this Stock Option may be exercised until such portion shall have vested and become exercisable.

(b)    Except as set forth below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable on the respective dates indicated below:

(i)    This Stock Option shall initially be unvested and unexercisable.

(ii)    This Stock Option shall vest and become exercisable in accordance with the Vesting Schedule set forth in the Grant Notice.

(c)    Termination. Except as may otherwise be provided by the Committee, if the Optionee’s Service Relationship is terminated, the period within which to exercise this Stock Option will be subject to earlier termination as set forth below (and if not exercised within such period, shall thereafter terminate subject, in each case, to Section 3(c) of the Plan):

(i)    Termination Due to Death or Disability. If the Optionee’s Service Relationship terminates by reason of such Optionee’s death or Disability, this Stock Option may be exercised, to the extent exercisable on the date of such termination, by the Optionee, the Optionee’s legal representative or legatee for a period of 12 months from the date of death or Disability or until the Expiration Date, if earlier.

(ii)    Other Termination. If the Optionee’s Service Relationship terminates for any reason other than death or Disability, and unless otherwise determined by the Committee, this Stock Option may be exercised, to the extent exercisable on the date of termination, for a period of 90 days from the date of termination or until the Expiration Date, if earlier; provided however, if the Optionee’s Service Relationship is terminated for Cause, this Stock Option shall terminate immediately upon the date of such termination.

For purposes hereof, the Committee’s determination of the reason for termination of the Optionee’s Service Relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees. Any portion of this Stock Option that is not vested and exercisable on the date of termination of the Service Relationship shall terminate immediately and be null and void.

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(d)    It is understood and intended that this Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422 of the Code to the extent permitted under applicable law. Accordingly, the Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition may be made of Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Shares to him or her, nor within the two-year period beginning on the day after Grant Date of this Stock Option and further that this Stock Option must be exercised within three months after termination of employment as an employee (or 12 months in the case of death or disability) to qualify as an incentive stock option. If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Shares within either of these periods, he or she will notify the Company within 30 days after such disposition. The Optionee also agrees to provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the extent this Stock Option and any other incentive stock options of the Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the Grant Date) first become exercisable in any year, such options will not qualify as incentive stock options.

2.    Exercise of Stock Option.

(a)    The Optionee may exercise this Stock Option only in the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Shares with respect to which this Stock Option is then exercisable. Such notice shall specify the number of Shares to be purchased. Payment of the purchase price may be made by one or more of the methods described in Section 5 of the Plan, subject to the limitations contained in such Section of the Plan, including the requirement that the Committee specifically approve in advance certain payment methods.

(b)    Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.

3.    Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan.

4.    Transferability of Stock Option. This Stock Option is personal to the Optionee and is not transferable by the Optionee in any manner other than by will or by the laws of descent and distribution. The Stock Option may be exercised during the Optionee’s lifetime only by the Optionee (or by the Optionee’s guardian or personal representative in the event of the Optionee’s incapacity). The Optionee may elect to designate a beneficiary by providing written notice of the name of such beneficiary to the Company, and may revoke or change such designation at any time by filing written notice of revocation or change with the Company; such beneficiary may exercise the Optionee’s Stock Option in the event of the Optionee’s death to the extent provided herein. If the Optionee does not designate a beneficiary, or if the designated beneficiary predeceases the Optionee, the legal representative of the Optionee may exercise this Stock Option to the extent provided herein in the event of the Optionee’s death.

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5.    Restrictions on Transfer of Shares. The Shares acquired upon exercise of the Stock Option shall be subject to certain transfer restrictions and other limitations including, without limitation, the provisions contained in Section 9 of the Plan.

6.    Miscellaneous Provisions.

(a)    Equitable Relief. The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement.

(b)    Adjustments for Changes in Capital Structure. If, as a result of any reorganization, recapitalization, reincorporation, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Common Stock, the outstanding shares of Common Stock are increased or decreased or are exchanged for a different number or kind of securities of the Company, the restrictions contained in this Agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee in exchange for, or by virtue of his or her ownership of, this Stock Option or Shares acquired pursuant thereto.

(c)    Change and Modifications. This Agreement may not be orally changed, modified or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Optionee.

(d)    Governing Law. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of Massachusetts, without regard to conflict of law principles that would result in the application of any law other than the law of the Commonwealth of Massachusetts.

(e)    Headings. The headings are intended only for convenience in finding the subject matter and do not constitute part of the text of this Agreement and shall not be considered in the interpretation of this Agreement.

(f)    Saving Clause. If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.

(g)    Notices. All notices, requests, consents and other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or when received if mailed by first class registered or certified mail, postage prepaid. Notices to the Company or the Optionee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other.

(h)    Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective successors, assigns, and legal representatives. The Company has the right to assign this Agreement, and such assignee shall become entitled to all the rights of the Company hereunder to the extent of such assignment.

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(i)    Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

(j)    Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.

7.    Dispute Resolution.

(a)    Except as provided below, any dispute arising out of or relating to the Plan or this Stock Option, this Agreement, or the breach, termination or validity of the Plan, this Stock Option or this Agreement, shall be finally settled by binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the “J.A.M.S. Rules”). The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1 16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be Massachusetts.

(b)    The arbitration shall commence within 60 days of the date on which a written demand for arbitration is filed by any party hereto. In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any third-party witnesses. In addition, each party may take up to three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party. However, the arbitrator shall not have the power to order the answering of interrogatories or the response to requests for admission. In connection with any arbitration, each party to the arbitration shall provide to the other, no later than seven business days before the date of the arbitration, the identity of all persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert. The arbitrator’s decision and award shall be made and delivered within six months of the selection of the arbitrator. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages, and each party hereby irrevocably waives any claim to such damages.

(c)    The Company, the Optionee, each party to the Agreement and any other holder of Shares issued pursuant to this Agreement (each, a “Party”) covenants and agrees that such party will participate in the arbitration in good faith. This Section 7 applies equally to requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the limited purpose of avoiding immediate and irreparable harm.

(d)    Each Party (i) hereby irrevocably submits to the jurisdiction of any United States District Court of competent jurisdiction for the purpose of enforcing the award or decision

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in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above named courts, that its property is exempt or immune from attachment or execution (except as protected by applicable law), that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each Party hereby consents to service of process by registered mail at the address to which notices are to be given. Each Party agrees that its, his or her submission to jurisdiction and its, his or her consent to service of process by mail is made for the express benefit of each other Party. Final judgment against any Party in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction.

[SIGNATURE PAGE FOLLOWS]

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The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned as of the date first above written.

CODIAK BIOSCIENCES, INC.
By:
	Name: Doug Williams
	Title: President and Chief Executive Officer
Address: 500 Technology Square, 9th Floor Cambridge, MA 02139

The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Section 9 thereof, and understands that this Stock Option is subject to the terms of the Plan and of this Agreement. This Agreement is hereby accepted, and the terms and conditions of the Plan, the Grant Notice and this Agreement, SPECIFICALLY INCLUDING THE ARBITRATION PROVISIONS SET FORTH IN SECTION 7 OF THIS AGREEMENT, are hereby agreed to, by the undersigned as of the date first above written.

OPTIONEE:

Name:

Address:

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DESIGNATED BENEFICIARY:

Beneficiary’s Address:

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Appendix A

STOCK OPTION EXERCISE NOTICE

Codiak BioSciences, Inc.

Attention: ______

______________

______________

Pursuant to the terms of the grant notice and stock option agreement between the undersigned and Codiak BioSciences, Inc. (the “Company”) dated __________ (the “Agreement”) under the Codiak BioSciences, Inc. 2015 Stock Option and Grant Plan, I, [Insert Name] ________________, hereby [Circle One] partially/fully exercise such option by including herein payment in the amount of $______ representing the purchase price for [Fill in number of Shares] _______ Shares. I have chosen the following form(s) of payment:

[  ]	1.	Cash
[  ]	2.	Certified or bank check payable to Codiak BioSciences, Inc.
[  ]	3.	Other (as referenced in the Agreement and described in the Plan (please describe))
		______________________________________________________.

In connection with my exercise of the option as set forth above, I hereby represent and warrant to the Company as follows:

(i)    I am purchasing the Shares for my own account for investment only, and not for resale or with a view to the distribution thereof.

(ii)    I have had such an opportunity as I have deemed adequate to obtain from the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company and have consulted with my own advisers with respect to my investment in the Company.

(iii)    I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase.

(iv)    I can afford a complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period of time.

(v)    I understand that the Shares may not be registered under the Securities Act of 1933 (it being understood that the Shares are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the Securities Act of 1933 and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirement thereof). I further acknowledge that certificates representing Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Shares will include similar restrictive notations.

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(vi)    I have read and understand the Plan and acknowledge and agree that the Shares are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the Plan.

(vii)    I understand and agree that the Company has a right of first refusal with respect to the Shares pursuant to Section 9(b) of the Plan.

(viii)    I understand and agree that the Company has certain repurchase rights with respect to the Shares pursuant to Section 9(c) of the Plan.

(ix)    I understand and agree that I may not sell or otherwise transfer or dispose of the Shares for a period of time following the effective date of a public offering by the Company as described in Section 9(f) of the Plan.

Sincerely yours,

Name:

Address:

Date:

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NON-QUALIFIED STOCK OPTION GRANT NOTICE

UNDER THE CODIAK BIOSCIENCES, INC.

2015 STOCK OPTION AND GRANT PLAN

Pursuant to the Codiak BioSciences, Inc. 2015 Stock Option and Grant Plan (the “Plan”), Codiak BioSciences, Inc., a Delaware corporation (together with any successor, the “Company”), has granted to the individual named below, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of the Company indicated below (the “Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Non-Qualified Stock Option Grant Notice (the “Grant Notice”), the attached Non-Qualified Stock Option Agreement (the “Agreement”) and the Plan. This Stock Option is not intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).

Name of Optionee: __________________ (the “Optionee”)

No. of Shares: __________ Shares of Common Stock

Grant Date: __________________

Vesting Commencement Date: __________________ (the “Vesting Commencement Date”)

Expiration Date: __________________ (the “Expiration Date”)

Option Exercise Price/Share: $_________________ (the “Option Exercise Price”)

Vesting Schedule: 25 percent of the Shares shall vest and become exercisable on the first anniversary of the Vesting Commencement Date; provided that the Optionee continues to have a Service Relationship with the Company at such time. Thereafter, the remaining 75 percent of the Shares shall vest and become exercisable in equal quarterly installments over the following three (3), provided the Optionee continues to have a Service Relationship with the Company on each vesting date. Notwithstanding anything in the Agreement to the contrary, in the case of a Sale Event, this Stock Option and the Shares shall be treated as provided in Section 3(c) of the Plan[; provided, however, that if the Company is subject to a Change in Control, 50% of Optionee’s then unvested Shares shall vest immediately prior to the consummation of such Change in Control; ][provided, further, however, that if the Company is (a) subject to a Change in Control and (b) Optionee’s employment is terminated by the Company or successor corporation, as the case may be, without Cause, or Optionee terminates her employment for Good Reason, in either case, within ninety (90) days prior to

the effective date of such Change in Control if the Company is in discussions with the potential acquirer, or within twelve (12) months after the effective date of the Change in Control, then Optionee shall receive immediate acceleration of vesting of 100% of Optionee’s then unvested Shares. The terms “Change in Control”, “Cause” and “Good Reason” have the meanings ascribed to them in the employment agreement dated [__], 201[_] by and between Optionee and the Company].

Attachments: Non-Qualified Stock Option Agreement, 2015 Stock Option and Grant Plan

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NON-QUALIFIED STOCK OPTION AGREEMENT

UNDER THE CODIAK BIOSCIENCES, INC.

2015 STOCK OPTION AND GRANT PLAN

All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Grant Notice and the Plan.

1.    Vesting, Exercisability and Termination.

(a)    No portion of this Stock Option may be exercised until such portion shall have vested and become exercisable.

(b)    Except as set forth below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable on the respective dates indicated below:

(i)    This Stock Option shall initially be unvested and unexercisable.

(ii)    This Stock Option shall vest and become exercisable in accordance with the Vesting Schedule set forth in the Grant Notice.

(c)    Termination. Except as may otherwise be provided by the Committee, if the Optionee’s Service Relationship is terminated, the period within which to exercise this Stock Option will be subject to earlier termination as set forth below (and if not exercised within such period, shall thereafter terminate subject, in each case, to Section 3(c) of the Plan):

(i)    Termination Due to Death or Disability. If the Optionee’s Service Relationship terminates by reason of such Optionee’s death or Disability, this Stock Option may be exercised, to the extent exercisable on the date of such termination, by the Optionee, the Optionee’s legal representative or legatee for a period of 12 months from the date of death or Disability or until the Expiration Date, if earlier.

(ii)    Other Termination. If the Optionee’s Service Relationship terminates for any reason other than death or Disability, and unless otherwise determined by the Committee, this Stock Option may be exercised, to the extent exercisable on the date of termination, for a period of 90 days from the date of termination or until the Expiration Date, if earlier; provided however, if the Optionee’s Service Relationship is terminated for Cause, this Stock Option shall terminate immediately upon the date of such termination.

For purposes hereof, the Committee’s determination of the reason for termination of the Optionee’s Service Relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees and any Permitted Transferee. Any portion of this Stock Option that is not vested and exercisable on the date of termination of the Service Relationship shall terminate immediately and be null and void.

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2.    Exercise of Stock Option.

(a)    The Optionee may exercise this Stock Option only in the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Shares with respect to which this Stock Option is then exercisable. Such notice shall specify the number of Shares to be purchased. Payment of the purchase price may be made by one or more of the methods described in Section 5 of the Plan, subject to the limitations contained in such Section of the Plan, including the requirement that the Committee specifically approve in advance certain payment methods.

(b)    Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.

3.    Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan.

4.    Transferability of Stock Option. This Stock Option is personal to the Optionee and is not transferable by the Optionee in any manner other than by will or by the laws of descent and distribution. The Stock Option may be exercised during the Optionee’s lifetime only by the Optionee (or by the Optionee’s guardian or personal representative in the event of the Optionee’s incapacity). The Optionee may elect to designate a beneficiary by providing written notice of the name of such beneficiary to the Company, and may revoke or change such designation at any time by filing written notice of revocation or change with the Company; such beneficiary may exercise the Optionee’s Stock Option in the event of the Optionee’s death to the extent provided herein. If the Optionee does not designate a beneficiary, or if the designated beneficiary predeceases the Optionee, the legal representative of the Optionee may exercise this Stock Option to the extent provided herein in the event of the Optionee’s death.

5.    Restrictions on Transfer of Shares. The Shares acquired upon exercise of the Stock Option shall be subject to certain transfer restrictions and other limitations including, without limitation, the provisions contained in Section 9 of the Plan.

6.    Miscellaneous Provisions.

(a)    Equitable Relief. The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement.

(b)    Adjustments for Changes in Capital Structure. If, as a result of any reorganization, recapitalization, reincorporation, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Common Stock, the outstanding shares of Common Stock are increased or decreased or are exchanged for a different number or kind of securities of the Company, the restrictions contained in this Agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee in exchange for, or by virtue of his or her ownership of, this Stock Option or Shares acquired pursuant thereto.

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(c)    Change and Modifications. This Agreement may not be orally changed, modified or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Optionee.

(d)    Governing Law. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of Massachusetts, without regard to conflict of law principles that would result in the application of any law other than the law of the Commonwealth of Massachusetts.

(e)    Headings. The headings are intended only for convenience in finding the subject matter and do not constitute part of the text of this Agreement and shall not be considered in the interpretation of this Agreement.

(f)    Saving Clause. If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.

(g)    Notices. All notices, requests, consents and other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or when received if mailed by first class registered or certified mail, postage prepaid. Notices to the Company or the Optionee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other.

(h)    Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective successors, assigns, and legal representatives. The Company has the right to assign this Agreement, and such assignee shall become entitled to all the rights of the Company hereunder to the extent of such assignment.

(i)    Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

(j)    Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.

7.    Dispute Resolution.

(a)    Except as provided below, any dispute arising out of or relating to the Plan or this Stock Option, this Agreement, or the breach, termination or validity of the Plan, this Stock Option or this Agreement, shall be finally settled by binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the “J.A.M.S. Rules”). The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be Massachusetts.

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(b)    The arbitration shall commence within 60 days of the date on which a written demand for arbitration is filed by any party hereto. In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any third-party witnesses. In addition, each party may take up to three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party. However, the arbitrator shall not have the power to order the answering of interrogatories or the response to requests for admission. In connection with any arbitration, each party to the arbitration shall provide to the other, no later than seven business days before the date of the arbitration, the identity of all persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert. The arbitrator’s decision and award shall be made and delivered within six months of the selection of the arbitrator. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages, and each party hereby irrevocably waives any claim to such damages.

(c)    The Company, the Optionee, each party to the Agreement and any other holder of Shares issued pursuant to this Agreement (each, a “Party”) covenants and agrees that such party will participate in the arbitration in good faith. This Section 7 applies equally to requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the limited purpose of avoiding immediate and irreparable harm.

(d)    Each Party (i) hereby irrevocably submits to the jurisdiction of any United States District Court of competent jurisdiction for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above named courts, that its property is exempt or immune from attachment or execution (except as protected by applicable law), that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each Party hereby consents to service of process by registered mail at the address to which notices are to be given. Each Party agrees that its, his or her submission to jurisdiction and its, his or her consent to service of process by mail is made for the express benefit of each other Party. Final judgment against any Party in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction.

[SIGNATURE PAGE FOLLOWS]

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The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned as of the date first above written.

CODIAK BIOSCIENCES, INC.
By:
	Name: Doug Williams
	Title: President and Chief Executive Officer
Address: 500 Technology Square, 9th Floor Cambridge, MA 02139

The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Section 9 thereof, and understands that this Stock Option is subject to the terms of the Plan and of this Agreement. This Agreement is hereby accepted, and the terms and conditions of the Plan, the Grant Notice and this Agreement, SPECIFICALLY INCLUDING THE ARBITRATION PROVISIONS SET FORTH IN SECTION 7 OF THIS AGREEMENT, are hereby agreed to, by the undersigned as of the date first above written.

OPTIONEE:

Name:

Address:

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DESIGNATED BENEFICIARY:

Beneficiary’s Address:

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Appendix A

STOCK OPTION EXERCISE NOTICE

Codiak BioSciences, Inc.

Attention: ______

______________

______________

Pursuant to the terms of the grant notice and stock option agreement between the undersigned and Codiak BioSciences, Inc. (the “Company”) dated __________ (the “Agreement”) under the Codiak BioSciences, Inc. 2015 Stock Option and Grant Plan, I, [Insert Name] ________________, hereby [Circle One] partially/fully exercise such option by including herein payment in the amount of $______ representing the purchase price for [Fill in number of Shares] _______ Shares. I have chosen the following form(s) of payment:

[  ]	1.	Cash
[  ]	2.	Certified or bank check payable to Codiak BioSciences, Inc.
[  ]	3.	Other (as referenced in the Agreement and described in the Plan (please describe))
		______________________________________________________.

In connection with my exercise of the option as set forth above, I hereby represent and warrant to the Company as follows:

(i)    I am purchasing the Shares for my own account for investment only, and not for resale or with a view to the distribution thereof.

(ii)    I have had such an opportunity as I have deemed adequate to obtain from the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company and have consulted with my own advisers with respect to my investment in the Company.

(iii)    I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase.

(iv)    I can afford a complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period of time.

(v)    I understand that the Shares may not be registered under the Securities Act of 1933 (it being understood that the Shares are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the Securities Act of 1933 and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirement thereof). I further acknowledge that certificates representing Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Shares will include similar restrictive notations.

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(vi)    I have read and understand the Plan and acknowledge and agree that the Shares are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the Plan.

(vii)    I understand and agree that the Company has a right of first refusal with respect to the Shares pursuant to Section 9(b) of the Plan.

(viii)    I understand and agree that the Company has certain repurchase rights with respect to the Shares pursuant to Section 9(c) of the Plan.

(ix)    I understand and agree that I may not sell or otherwise transfer or dispose of the Shares for a period of time following the effective date of a public offering by the Company as described in Section 9(f) of the Plan.

Sincerely yours,

Name:

Address:

Date:

10

EARLY EXERCISE

NON-QUALIFIED STOCK OPTION GRANT NOTICE

UNDER THE CODIAK BIOSCIENCES, INC.

2015 STOCK OPTION AND GRANT PLAN

Pursuant to the Codiak BioSciences, Inc. 2015 Stock Option and Grant Plan (the “Plan”), Codiak BioSciences, Inc., a Delaware corporation (together with any successor thereto, the “Company”), has granted to the individual named below, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of the Company indicated below (the “Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Early Exercise Non-Qualified Stock Option Grant Notice (the “Grant Notice”), the attached Early Exercise Non-Qualified Stock Option Agreement (the “Agreement”) and the Plan. This Stock Option is not intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).

Name of Optionee: __________________ (the “Optionee”)

No. of Shares: __________ Shares of Common Stock

Grant Date: __________________

Vesting Commencement Date: __________________ (the “Vesting Commencement Date”)

Expiration Date: __________________ (the “Expiration Date”)

Option Exercise Price/Share: $_________________ (the “Option Exercise Price”)

Vesting Schedule: 25 percent of the Shares shall vest on the first anniversary of the Vesting Commencement Date; provided that the Optionee continues to have a Service Relationship with the Company at such time. Thereafter, the remaining 75 percent of the Shares shall vest in 36 equal monthly installments following the first anniversary of the Vesting Commencement Date, provided the Optionee continues to have a Service Relationship with the Company on each vesting date. Notwithstanding anything in the Agreement to the contrary, in the case of a Sale Event, this Stock Option and the Shares shall be treated as provided in Section 3(c) of the Plan[; provided, however, that if the Company is subject to a Change in Control, 50% of Optionee’s then unvested Shares shall vest immediately prior to the consummation of such Change in Control[; provided, further, however, that if the Company is (a) subject to a Change in Control and (b) Optionee’s employment is terminated by the Company or successor corporation, as the case may be, without

1

Cause, or Optionee terminates her employment for Good Reason, in either case, within ninety (90) days prior to the effective date of such Change in Control if the Company is in discussions with the potential acquirer, or within twelve (12) months after the effective date of the Change in Control, then Optionee shall receive immediate acceleration of vesting of 100% of Optionee’s then unvested Shares. The terms “Change in Control”, “Cause” and “Good Reason” have the meanings ascribed to them in the employment agreement dated [__], 201[_] by and between Optionee and the Company].

Attachments: Early Exercise Non-Qualified Stock Option Agreement, Restricted Stock Agreement, 2015 Stock Option and Grant Plan

2

EARLY EXERCISE

NON-QUALIFIED STOCK OPTION AGREEMENT

UNDER THE CODIAK BIOSCIENCES, INC.

2015 STOCK OPTION AND GRANT PLAN

All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Grant Notice and the Plan.

1.    Vesting, Exercisability and Termination.

(a)    This Stock Option shall be immediately exercisable, regardless of whether the Shares are vested.

(b)    Except as set forth below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, the Shares shall be vested on the respective dates indicated below:

(i)    All Shares shall initially be unvested.

(ii)    The Shares shall vest in accordance with the Vesting Schedule set forth in the Grant Notice.

(c)    Termination. Except as may otherwise be provided by the Committee, if the Optionee’s Service Relationship is terminated, the period within which to exercise this Stock Option will be subject to earlier termination as set forth below (and if not exercised within such period, shall thereafter terminate subject, in each case, to Section 3(c) of the Plan):

(i)    Termination Due to Death or Disability. If the Optionee’s Service Relationship terminates by reason of such Optionee’s death or Disability, this Stock Option may continue to be exercised, to the extent the Shares are vested on the date of termination, by the Optionee, the Optionee’s legal representative or legatee for a period of 12 months from the date of death or Disability or until the Expiration Date, if earlier.

(ii)    Other Termination. If the Optionee’s Service Relationship terminates for any reason other than death or Disability, and unless otherwise determined by the Committee, this Stock Option may continue to be exercised, to the extent the Shares are vested on the date of termination, for a period of 90 days from the date of termination or until the Expiration Date, if earlier; provided however, if the Optionee’s Service Relationship is terminated for Cause, this Stock Option shall terminate immediately upon the date of such termination.

For purposes hereof, the Committee’s determination of the reason for termination of the Optionee’s Service Relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees and any Permitted Transferee. Any portion of this Stock Option with respect to Shares that are not vested and exercisable on the date of termination of the Service Relationship shall terminate immediately and be null and void.

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2.    Exercise of Stock Option.

(a)    The Optionee may exercise this Stock Option only in the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Shares. Such notice shall specify the number of Shares to be purchased. To the extent this Stock Option is only partially exercised, such exercise shall first be with respect to the Shares, if any, that have previously vested, and then with respect to the Shares that will next vest, with the Shares that vest at the latest date being exercised last. Payment of the purchase price may be made by one or more of the methods described in Section 5 of the Plan, subject to the limitations contained in such Section of the Plan, including the requirement that the Committee specifically approve in advance certain payment methods.

(b)    In the event the Optionee exercises a portion of this Stock Option with respect to Shares that have not vested, the Optionee shall also deliver a Restricted Stock Agreement covering such unvested Shares in the form of Appendix B hereto (the “Restricted Stock Agreement”) with the same vesting schedule for such Shares as set forth for such Shares herein.

(c)    Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.

3.    Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan.

4.    Transferability of Stock Option. This Stock Option is personal to the Optionee and is not transferable by the Optionee in any manner other than by will or by the laws of descent and distribution. The Stock Option may be exercised during the Optionee’s lifetime only by the Optionee (or by the Optionee’s guardian or personal representative in the event of the Optionee’s incapacity). The Optionee may elect to designate a beneficiary by providing written notice of the name of such beneficiary to the Company, and may revoke or change such designation at any time by filing written notice of revocation or change with the Company; such beneficiary may exercise the Optionee’s Stock Option in the event of the Optionee’s death to the extent provided herein. If the Optionee does not designate a beneficiary, or if the designated beneficiary predeceases the Optionee, the legal representative of the Optionee may exercise this Stock Option to the extent provided herein in the event of the Optionee’s death.

5.    Restrictions on Transfer of Shares. The Shares acquired upon exercise of the Stock Option shall be subject to certain transfer restrictions and other limitations including, without limitation, the provisions contained in Section 9 of the Plan and, if applicable, the Restricted Stock Agreement.

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6.    Miscellaneous Provisions.

(a)    Equitable Relief. The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement.

(b)    Adjustments for Changes in Capital Structure. If, as a result of any reorganization, recapitalization, reincorporation, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Common Stock, the outstanding shares of Common Stock are increased or decreased or are exchanged for a different number or kind of securities of the Company, the restrictions contained in this Agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee in exchange for, or by virtue of his or her ownership of, this Stock Option or Shares acquired pursuant thereto.

(c)    Change and Modifications. This Agreement may not be orally changed, modified or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Optionee.

(d)    Governing Law. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of Massachusetts, without regard to conflict of law principles that would result in the application of any law other than the law of the Commonwealth of Massachusetts.

(e)    Headings. The headings are intended only for convenience in finding the subject matter and do not constitute part of the text of this Agreement and shall not be considered in the interpretation of this Agreement.

(f)    Saving Clause. If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.

(g)    Notices. All notices, requests, consents and other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or when received if mailed by first class registered or certified mail, postage prepaid. Notices to the Company or the Optionee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other.

(h)    Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective successors, assigns, and legal representatives. The Company has the right to assign this Agreement, and such assignee shall become entitled to all the rights of the Company hereunder to the extent of such assignment.

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(i)    Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

(j)    Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.

7.    Dispute Resolution.

(a)    Except as provided below, any dispute arising out of or relating to the Plan or this Stock Option, this Agreement, or the breach, termination or validity of the Plan, this Stock Option or this Agreement, shall be finally settled by binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the “J.A.M.S. Rules”). The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1 - 16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be Massachusetts.

(b)    The arbitration shall commence within 60 days of the date on which a written demand for arbitration is filed by any party hereto. In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any third-party witnesses. In addition, each party may take up to three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party. However, the arbitrator shall not have the power to order the answering of interrogatories or the response to requests for admission. In connection with any arbitration, each party to the arbitration shall provide to the other, no later than seven business days before the date of the arbitration, the identity of all persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert. The arbitrator’s decision and award shall be made and delivered within six months of the selection of the arbitrator. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages, and each party hereby irrevocably waives any claim to such damages.

(c)    The Company, the Optionee, each party to the Agreement and any other holder of Shares issued pursuant to this Agreement (each, a “Party”) covenants and agrees that such party will participate in the arbitration in good faith. This Section 7 applies equally to requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the limited purpose of avoiding immediate and irreparable harm.

(d)    Each Party (i) hereby irrevocably submits to the jurisdiction of any United States District Court of competent jurisdiction for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above named courts, that its property is exempt or immune

6

from attachment or execution (except as protected by applicable law), that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each Party hereby consents to service of process by registered mail at the address to which notices are to be given. Each Party agrees that its, his or her submission to jurisdiction and its, his or her consent to service of process by mail is made for the express benefit of each other Party. Final judgment against any Party in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction.

[SIGNATURE PAGE FOLLOWS]

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The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned as of the date first above written.

CODIAK BIOSCIENCES, INC.
By:
	Name: Doug Williams
	Title: President and Chief Executive Officer
Address: 500 Technology Square, 9th Floor Cambridge, MA 02139

The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Section 9 thereof, and understands that this Stock Option is subject to the terms of the Plan and of this Agreement. This Agreement is hereby accepted, and the terms and conditions of the Plan, the Grant Notice and this Agreement, SPECIFICALLY INCLUDING THE ARBITRATION PROVISIONS SET FORTH IN SECTION 7 OF THIS AGREEMENT, are hereby agreed to, by the undersigned as of the date first above written.

OPTIONEE:

Name:

Address:

8

DESIGNATED BENEFICIARY:

Beneficiary’s Address:

9

Appendix A

STOCK OPTION EXERCISE NOTICE

Codiak BioSciences, Inc.

Attention: [____________________]

____________________________

____________________________

Pursuant to the terms of the grant notice and stock option agreement between the undersigned and Codiak BioSciences, Inc. 2015 (the “Company”) dated __________ (the “Agreement”) under the Codiak BioSciences, Inc. 2015 Stock Option and Grant Plan, I, [Insert Name] ________________, hereby [Circle One] partially/fully exercise such option by including herein payment in the amount of $______ representing the purchase price for [Fill in number of Shares] _______ Shares. I have chosen the following form(s) of payment:

[  ]	1.	Cash
[  ]	2.	Certified or bank check payable to Codiak BioSciences, Inc. 2015
[  ]	3.	Other (as referenced in the Agreement and described in the Plan (please describe))
		______________________________________________________.

In connection with my exercise of the option as set forth above, I hereby represent and warrant to the Company as follows:

(i)    I am purchasing the Shares for my own account for investment only, and not for resale or with a view to the distribution thereof.

(ii)    I have had such an opportunity as I have deemed adequate to obtain from the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company and have consulted with my own advisers with respect to my investment in the Company.

(iii)    I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase.

(iv)    I can afford a complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period of time.

(v)    I understand that the Shares may not be registered under the Securities Act of 1933 (it being understood that the Shares are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the Securities Act of 1933 and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirement thereof). I further acknowledge that certificates representing Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Shares will include similar restrictive notations.

10

(vi)    To the extent required, I have executed and delivered to the Company the Restricted Stock Agreement attached as Appendix B to the Agreement.

(vii)    I have read and understand the Plan and acknowledge and agree that the Shares are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the Plan.

(viii)    I understand and agree that the Company has a right of first refusal with respect to the Shares pursuant to Section 9(b) of the Plan.

(ix)    I understand and agree that the Company has certain repurchase rights with respect to the Shares pursuant to Section 9(c) of the Plan.

(x)    I understand and agree that I may not sell or otherwise transfer or dispose of the Shares for a period of time following the effective date of a public offering by the Company as described in Section 9(f) of the Plan.

Sincerely yours,

Name:

Address:

Date:

11

Appendix B

RESTRICTED STOCK AGREEMENT FOR EARLY EXERCISE OPTION

UNDER THE CODIAK BIOSCIENCES, INC.

2015 STOCK OPTION AND GRANT PLAN

All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Early Exercise Non-Qualified Stock Option Grant Notice (the “Grant Notice”) and Early Exercise Non-Qualified Stock Option Agreement (the “Option Agreement”) between Codiak BioSciences, Inc. (the “Company”) and _______________ (the “Grantee”) for __________________ Shares of Common Stock with a Grant Date of ___________, ______ under the Codiak BioSciences, Inc. 2015 Stock Option and Grant Plan (the “Plan”).

1.    Purchase and Sale of Shares; Vesting.

(a)    Purchase and Sale. The Company hereby sells to the Grantee, and the Grantee hereby purchases from the Company, on ________________, 20[__],the number of Shares set forth in the Stock Option Exercise Notice (_______ Shares) dated __________ , pursuant to the Grant Notice and Option Agreement, for the aggregate Option Exercise Price for the Shares so purchased.

(b)    Vesting. The risk of forfeiture shall lapse with respect to the Shares, and such Shares shall become vested, on the respective dates indicated on the Vesting Schedule set forth in the Grant Notice.

2.    Repurchase Right. Upon a Termination Event, the Company shall have the right to repurchase Shares of Restricted Stock that are unvested as of the date of such Termination Event as set forth in Section 9(c) of the Plan.

3.    Restrictions on Transfer of Shares. The Shares (whether or not vested) shall be subject to certain transfer restrictions and other limitations including, without limitation, the provisions contained in Section 9 of the Plan

4.    Incorporation of Plan. Notwithstanding anything herein to the contrary, this Restricted Stock Agreement shall be subject to and governed by all the terms and conditions of the Plan.

5.    Miscellaneous Provisions.

(a)    Record Owner; Dividends. The Grantee and any Permitted Transferees, during the duration of this Agreement, shall be considered the record owners of and shall be entitled to vote the Shares if and to the extent the Shares are entitled to voting rights. The Grantee and any Permitted Transferees shall be entitled to receive all dividends and any other distributions declared on the Shares; provided, however, that the Company is under no duty to declare any such dividends or to make any such distribution.

(b)    Section 83(b) Election. The Grantee shall consult with the Grantee’s tax advisor to determine whether it would be appropriate for the Grantee to make an election under Section 83(b) of the Code with respect to the Shares. Any such election must be filed with the Internal Revenue Service within 30 days of the date of exercise. If the Grantee makes an election under Section 83(b) of the Code, the Grantee shall give prompt notice to the Company (and provide a copy of such election to the Company).

(c)    Equitable Relief. The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement.

(d)    Change and Modifications. This Agreement may not be orally changed, modified or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Grantee.

(e)    Governing Law. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of Massachusetts, without regard to conflict of law principles that would result in the application of any law other than the law of the Commonwealth of Massachusetts.

(f)    Headings. The headings are intended only for convenience in finding the subject matter and do not constitute part of the text of this Agreement and shall not be considered in the interpretation of this Agreement.

(g)    Saving Clause. If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.

(h)    Notices. All notices, requests, consents and other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or when received if mailed by first class registered or certified mail, postage prepaid. Notices to the Company or the Grantee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other.

(i)    Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective successors, assigns, and legal representatives. The Company has the right to assign this Agreement, and such assignee shall become entitled to all the rights of the Company hereunder to the extent of such assignment.

(j)    Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

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6.    Dispute Resolution.

(a)    Except as provided below, any dispute arising out of or relating to the Plan or the Shares, this Agreement, or the breach, termination or validity of the Plan, the Shares or this Agreement, shall be finally settled by binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the “J.A.M.S. Rules”). The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1 - 16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be Commonwealth of Massachusetts.

(b)    The arbitration shall commence within 60 days of the date on which a written demand for arbitration is filed by any party hereto. In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any third-party witnesses. In addition, each party may take up to three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party. However, the arbitrator shall not have the power to order the answering of interrogatories or the response to requests for admission. In connection with any arbitration, each party to the arbitration shall provide to the other, no later than seven business days before the date of the arbitration, the identity of all persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert. The arbitrator’s decision and award shall be made and delivered within six months of the selection of the arbitrator. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages, and each party hereby irrevocably waives any claim to such damages.

(c)    The Company, the Grantee, each party to the Agreement and any other holder of Shares issued pursuant to this Agreement (each, a “Party”) covenants and agrees that such party will participate in the arbitration in good faith. This Section 6 applies equally to requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the limited purpose of avoiding immediate and irreparable harm.

(d)    Each Party (i) hereby irrevocably submits to the jurisdiction of any United States District Court of competent jurisdiction for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above named courts, that its property is exempt or immune from attachment or execution (except as protected by applicable law), that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each Party hereby consents to service of process by registered mail at the address to which notices are to be given. Each Party agrees that its, his or her submission to jurisdiction

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and its, his or her consent to service of process by mail is made for the express benefit of each other Party. Final judgment against any Party in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction.

[SIGNATURE PAGE FOLLOWS]

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The foregoing Restricted Stock Agreement is hereby accepted and the terms and conditions thereof are hereby agreed to by the undersigned as of the date written in Section 1(a) above.

CODIAK BIOSCIENCES, INC.
By:
	Name:
	Title:
Address:

The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Section 9 thereof and understands that the Shares purchased hereby are subject to the terms of the Plan, the Grant Notice, and this Agreement. This Agreement is hereby accepted, and the terms and conditions of the Plan, the Grant Notice and this Agreement, SPECIFICALLY INCLUDING THE ARBITRATION PROVISIONS SET FORTH IN SECTION 6 OF THIS AGREEMENT, are hereby agreed to, by the undersigned as of the date first above written.

GRANTEE:

Name:

Address:

EX-10.6

Exhibit 10.6

CODIAK BIOSCIENCES, INC.

[FORM OF] DIRECTOR INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of [            ] by and between Codiak BioSciences, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to provide or continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Amended and Restated Certificate of Incorporation (as amended and in effect from time to time, the “Charter”) and the Amended and Restated Bylaws (as amended and in effect from time to time, the “Bylaws”) of the Company require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);

WHEREAS, the Charter, the Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining highly qualified persons such as Indemnitee is detrimental to the best interests of the Company’s stockholders;

WHEREAS, it is reasonable and prudent for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the indemnification provided in the Charter, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

[WHEREAS, Indemnitee has certain rights to indemnification and/or insurance provided by [Affiliated Entity] (“[Affiliated Entity]”) which Indemnitee and [Affiliated Entity ] intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided in this Agreement, with the Company’s acknowledgment and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve or continue to serve on the Board.]

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NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Services to the Company. Indemnitee agrees to [continue to] serve as a director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.

Section 2. Definitions.

As used in this Agreement:

(a) “Change in Control” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

(b) “Corporate Status” describes the status of a person as a current or former director of the Company or current or former director, manager, partner, officer, employee, agent or trustee of any other Enterprise which such person is or was serving at the request of the Company.

(c) “Enforcement Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements or expenses of the types customarily incurred in connection with an action to enforce indemnification or advancement rights, or an appeal from such action. Expenses, however, shall not include fees, salaries, wages or benefits owed to Indemnitee.

(d) “Enterprise” shall mean any corporation (other than the Company), partnership, joint venture, trust, employee benefit plan, limited liability company, or other legal entity of which Indemnitee is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee.

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(e) “Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding. Expenses, however, shall not include amounts paid in settlement by Indemnitee, the amount of judgments or fines against Indemnitee or fees, salaries, wages or benefits owed to Indemnitee.

(f) “Independent Counsel” means a law firm, or a partner (or, if applicable, member or shareholder) of such a law firm, that is experienced in matters of Delaware corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company, any subsidiary of the Company, any Enterprise or Indemnitee in any matter material to any such party; or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(g) The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, regulatory or investigative nature, and whether formal or informal, in which Indemnitee was, is or will be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director of the Company or is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any Enterprise or by reason of any action taken by Indemnitee or of any action taken on his or her part while acting as a director of the Company or while serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement; provided, however, that the term “Proceeding” shall not include any action, suit or arbitration, or part thereof, initiated by Indemnitee to enforce Indemnitee’s rights under this Agreement as provided for in Section 12(a) of this Agreement.

Section 3. Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

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Section 4. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee to the extent set forth in this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery (the “Delaware Court”) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court shall deem proper.

Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement and except as provided in Section 7, to the extent that Indemnitee is a party to or a participant in any Proceeding and is successful in such Proceeding or in defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 6. Reimbursement for Expenses of a Witness or in Response to a Subpoena. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee, by reason of his or her Corporate Status, (i) is a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party or (ii) receives a subpoena with respect to any Proceeding to which Indemnitee is not a party and is not threatened to be made a party, the Company shall reimburse Indemnitee for all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

Section 7. Exclusions. Notwithstanding any provision in this Agreement to the contrary, the Company shall not be obligated under this Agreement:

(a) to indemnify for amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received such amounts under any insurance policy, contract, agreement or otherwise; provided that the foregoing shall not affect the rights of Indemnitee or the Secondary Indemnitors as set forth in Section 13(c);

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(b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law, or from the purchase or sale by Indemnitee of such securities in violation of Section 306 of the Sarbanes Oxley Act of 2002, as amended (“SOX”);

(c) to indemnify with respect to any Proceeding, or part thereof, brought by Indemnitee against the Company, any legal entity which it controls, any director or officer thereof or any third party, unless (i) the Board has consented to the initiation of such Proceeding or part thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; provided, however, that this Section 7(c) shall not apply to (A) counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee or (B) any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought as described in Section 12; or

(d) to provide any indemnification or advancement of expenses that is prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to this Agreement).

Section 8. Advancement of Expenses. Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made as incurred, and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses, (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, and (iii) entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses of covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)). Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee undertakes to the fullest extent required by law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(e) of this Agreement.

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Section 9. Procedure for Notification and Defense of Claim.

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor specifying the basis for the claim, the amounts for which Indemnitee is seeking payment under this Agreement, and all documentation related thereto as reasonably requested by the Company.

(b) In the event that the Company shall be obligated hereunder to provide indemnification for or make any advancement of Expenses with respect to any Proceeding, the Company shall be entitled to assume the defense of such Proceeding, or any claim, issue or matter therein, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld or delayed) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Proceeding; provided that (i) Indemnitee shall have the right to employ separate counsel in any such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of such defense, or (C) the Company shall not continue to retain such counsel to defend such Proceeding, then the fees and expenses actually and reasonably incurred by Indemnitee with respect to his or her separate counsel shall be Expenses hereunder.

(c) In the event that the Company does not assume the defense in a Proceeding pursuant to paragraph (b) above, then the Company will be entitled to participate in the Proceeding at its own expense.

(d) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent (which consent shall not be unreasonably withheld or delayed). The Company shall not, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed), enter into any settlement which (i) includes an admission of fault of Indemnitee, any non-monetary remedy imposed on Indemnitee or any monetary damages for which Indemnitee is not wholly and actually indemnified hereunder or (ii) with respect to any Proceeding with respect to which Indemnitee may be or is made a party or may be otherwise entitled to seek indemnification hereunder, does not include the full release of Indemnitee from all liability in respect of such Proceeding.

Section 10. Procedure Upon Application for Indemnification.

(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (x) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a

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committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or the Company, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(b) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a), the Independent Counsel shall be selected by the Board if a Change in Control shall not have occurred or, if a Change in Control shall have occurred, by Indemnitee. Indemnitee or the Company, as the case may be, may, within ten (10) days after written notice of such selection, deliver to the Company or Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 9(a), and (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected without objection, either Indemnitee or the Company may petition the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate. The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

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Section 11. Presumptions and Effect of Certain Proceedings.

(a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by Independent Counsel that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

(c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12. Remedies of Indemnitee.

(a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the

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American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.

(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal therein.

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Section 13. Non-exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

(a) The rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under the Charter, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, managers, partners, officers, employees, agents or trustees of the Company or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, manager, partner, officer, employee, agent or trustee under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) [The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by [Affiliated Entity] and certain of its affiliates (collectively, the “Secondary Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Secondary Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Charter and/or Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Secondary Indemnitors from any and all claims against the Secondary Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Secondary Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Secondary Indemnitors are express third party beneficiaries of the terms of this Section 13(c).]

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(d) [Except as provided in paragraph (c) above,] in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee [(other than against the Secondary Indemnitors)], who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(e) [Except as provided in paragraph (c) above,] the Company’s obligation to provide indemnification or advancement hereunder to Indemnitee who is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement from such other Enterprise.

Section 14. Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director of the Company or (b) one (1) year after the final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his or her heirs, executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 15. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

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Section 16. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 17. Modification and Waiver. No supplement, modification or amendment, or waiver of any provision, of this Agreement shall be binding unless executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver. No supplement, modification or amendment of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee prior to such supplement, modification or amendment.

Section 18. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, reimbursement or advancement as provided hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.

Section 19. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (iii) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (iv) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:

(a) If to Indemnitee, at such address as Indemnitee shall provide to the Company.

(b) If to the Company to:

Codiak BioSciences, Inc.

500 Technology Square, 9^th Floor

Cambridge, MA 02139

Attention: Chief Executive Officer

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or to any other address as may have been furnished to Indemnitee by the Company.

Section 20. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect (i) the relative benefits received by the Company and Indemnitee in connection with the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transactions.

Section 21. Internal Revenue Code Section 409A. The Company intends for this Agreement to comply with the Indemnification exception under Section 1.409A-1(b)(10) of the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”), which provides that indemnification of, or the purchase of an insurance policy providing for payments of, all or part of the expenses incurred or damages paid or payable by Indemnitee with respect to a bona fide claim against Indemnitee or the Company do not provide for a deferral of compensation, subject to Section 409A of the Code, where such claim is based on actions or failures to act by Indemnitee in his or her capacity as a service provider of the Company. The parties intend that this Agreement be interpreted and construed with such intent.

Section 22. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) consent to service of process at the address set forth in Section 19 of this Agreement with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 23. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 24. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

CODIAK BIOSCIENCES, INC.

By:

Name:

Title:

[Indemnitee]

EX-10.7

Exhibit 10.7

CODIAK BIOSCIENCES, INC.

[FORM OF] OFFICER INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of [                    ] by and between Codiak BioSciences, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).¹

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to provide or continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Amended and Restated Certificate of Incorporation (as amended and in effect from time to time, the “Charter”) and the Amended and Restated Bylaws (as amended and in effect from time to time, the “Bylaws”) of the Company require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);

WHEREAS, the Charter, the Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining highly qualified persons such as Indemnitee is detrimental to the best interests of the Company’s stockholders;

WHEREAS, it is reasonable and prudent for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

WHEREAS, this Agreement is a supplement to and in furtherance of the indemnification provided in the Charter, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

¹  To be entered into with all C-level officers and Section 16 officers.

Section 1. Services to the Company. Indemnitee agrees to [continue to] serve as [a director and] an officer of the Company. Indemnitee may at any time and for any reason resign from [any] such position (subject to any other contractual obligation or any obligation imposed by law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.

Section 2. Definitions.

As used in this Agreement:

(a) “Change in Control” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

(b) “Corporate Status” describes the status of a person as a current or former [director or] officer of the Company or current or former director, manager, partner, officer, employee, agent or trustee of any other Enterprise which such person is or was serving at the request of the Company.

(c) “Enforcement Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements or expenses of the types customarily incurred in connection with an action to enforce indemnification or advancement rights, or an appeal from such action. Expenses, however, shall not include fees, salaries, wages or benefits owed to Indemnitee.

(d) “Enterprise” shall mean any corporation (other than the Company), partnership, joint venture, trust, employee benefit plan, limited liability company, or other legal entity of which Indemnitee is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee.

(e) “Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding. Expenses, however, shall not include amounts paid in settlement by Indemnitee, the amount of judgments or fines against Indemnitee or fees, salaries, wages or benefits owed to Indemnitee.

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(f) “Independent Counsel” means a law firm, or a partner (or, if applicable, member or shareholder) of such a law firm, that is experienced in matters of Delaware corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company, any subsidiary of the Company, any Enterprise or Indemnitee in any matter material to any such party; or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(g) The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, regulatory or investigative nature, and whether formal or informal, in which Indemnitee was, is or will be involved as a party or otherwise by reason of the fact that Indemnitee is or was [a director or] an officer of the Company or is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any Enterprise or by reason of any action taken by Indemnitee or of any action taken on his or her part while acting as [a director or] an officer of the Company or while serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement; provided, however, that the term “Proceeding” shall not include any action, suit or arbitration, or part thereof, initiated by Indemnitee to enforce Indemnitee’s rights under this Agreement as provided for in Section 12(a) of this Agreement.

Section 3. Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

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Section 4. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee to the extent set forth in this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery (the “Delaware Court”) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court shall deem proper.

Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement and except as provided in Section 7, to the extent that Indemnitee is a party to or a participant in any Proceeding and is successful in such Proceeding or in defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 6. Reimbursement for Expenses of a Witness or in Response to a Subpoena. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee, by reason of his or her Corporate Status, (i) is a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party or (ii) receives a subpoena with respect to any Proceeding to which Indemnitee is not a party and is not threatened to be made a party, the Company shall reimburse Indemnitee for all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

Section 7. Exclusions. Notwithstanding any provision in this Agreement to the contrary, the Company shall not be obligated under this Agreement:

(a) to indemnify for amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received such amounts under any insurance policy, contract, agreement or otherwise;

(b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law, or from the purchase or sale by Indemnitee of such securities in violation of Section 306 of the Sarbanes-Oxley Act of 2002, as amended (“SOX”);

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(c) to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 304 of SOX or any formal policy of the Company adopted by the Board (or a committee thereof), or any other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law;

(d) to indemnify with respect to any Proceeding, or part thereof, brought by Indemnitee against the Company, any legal entity which it controls, any director or officer thereof or any third party, unless (i) the Board has consented to the initiation of such Proceeding or part thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; provided, however, that this Section 7(d) shall not apply to (A) counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee or (B) any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought as described in Section 12; or

(e) to provide any indemnification or advancement of expenses that is prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to this Agreement).

Section 8. Advancement of Expenses. Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made as incurred, and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses, (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, and (iii) entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses of covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)). Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee undertakes to the fullest extent required by law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(e) of this Agreement.

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Section 9. Procedure for Notification and Defense of Claim.

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor specifying the basis for the claim, the amounts for which Indemnitee is seeking payment under this Agreement, and all documentation related thereto as reasonably requested by the Company.

(b) In the event that the Company shall be obligated hereunder to provide indemnification for or make any advancement of Expenses with respect to any Proceeding, the Company shall be entitled to assume the defense of such Proceeding, or any claim, issue or matter therein, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld or delayed) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Proceeding; provided that (i) Indemnitee shall have the right to employ separate counsel in any such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of such defense, or (C) the Company shall not continue to retain such counsel to defend such Proceeding, then the fees and expenses actually and reasonably incurred by Indemnitee with respect to his or her separate counsel shall be Expenses hereunder.

(c) In the event that the Company does not assume the defense in a Proceeding pursuant to paragraph (b) above, then the Company will be entitled to participate in the Proceeding at its own expense.

(d) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent (which consent shall not be unreasonably withheld or delayed). The Company shall not, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed), enter into any settlement which (i) includes an admission of fault of Indemnitee, any non-monetary remedy imposed on Indemnitee or any monetary damages for which Indemnitee is not wholly and actually indemnified hereunder or (ii) with respect to any Proceeding with respect to which Indemnitee may be or is made a party or may be otherwise entitled to seek indemnification hereunder, does not include the full release of Indemnitee from all liability in respect of such Proceeding.

Section 10. Procedure Upon Application for Indemnification.²

(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: [(x) if a Change in Control shall have occurred and indemnification is

²  Bracketed portions for CEO Director version only

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being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board; or (y) in any other case,] (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or the Company, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(b) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a), the Independent Counsel shall be selected by the Board[; provided that, if a Change in Control shall have occurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected by Indemnitee]. Indemnitee [or the Company, as the case may be,] may, within ten (10) days after written notice of such selection, deliver to the Company [or Indemnitee, as the case may be,] a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 9(a), and (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected without objection, either Indemnitee or the Company may petition the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate. The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

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Section 11. Presumptions and Effect of Certain Proceedings.

(a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by Independent Counsel that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

(c) The knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12. Remedies of Indemnitee.

(a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to

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be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.

(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal therein.

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Section 13. Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(a) The rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under the Charter, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, managers, partners, officers, employees, agents or trustees of the Company or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, manager, partner, officer, employee, agent or trustee under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company’s obligation to provide indemnification or advancement hereunder to Indemnitee who is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement from such other Enterprise.

Section 14. Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as [both a director and] an officer of the Company or (b) one (1) year after the final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding

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commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his or her heirs, executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 15. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 16. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as [a director and] an officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as [a director and] an officer of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 17. Modification and Waiver. No supplement, modification or amendment, or waiver of any provision, of this Agreement shall be binding unless executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver. No supplement, modification or amendment of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee prior to such supplement, modification or amendment.

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Section 18. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, reimbursement or advancement as provided hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.

Section 19. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (iii) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (iv) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:

(a) If to Indemnitee, at such address as Indemnitee shall provide to the Company.

(b) If to the Company to:

Codiak BioSciences, Inc.

500 Technology Square, 9^th Floor

Cambridge, Massachusetts 02139

Attention: Chief Executive Officer

or to any other address as may have been furnished to Indemnitee by the Company.

Section 20. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect (i) the relative benefits received by the Company and Indemnitee in connection with the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transactions.

Section 21. Internal Revenue Code Section 409A. The Company intends for this Agreement to comply with the Indemnification exception under Section 1.409A-1(b)(10) of the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”), which provides that indemnification of, or the purchase of an insurance policy providing for payments of, all or part of the expenses incurred or damages paid or payable by Indemnitee with respect to a bona fide claim against Indemnitee or the Company do not provide for a deferral of compensation, subject to Section 409A of the Code, where such claim is based on actions or failures to act by Indemnitee in his or her capacity as a service provider of the Company. The parties intend that this Agreement be interpreted and construed with such intent.

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Section 22. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) consent to service of process at the address set forth in Section 19 of this Agreement with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 23. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 24. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

CODIAK BIOSCIENCES, INC.

By:

Name:

Title:

[Indemnitee]

EX-10.8

Exhibit 10.8

LEASE AGREEMENT

THIS LEASE AGREEMENT is made as of this 15^th day of January, 2016, between ARE-TECH SQUARE, LLC, a Delaware limited liability company (“Landlord”), and CODIAK BIOSCIENCES, INC., a Delaware corporation (“Tenant”).

BASIC LEASE PROVISIONS

Address:	500 Technology Square, Cambridge, Massachusetts
Premises:	That portion of the Building containing approximately 19,823 rentable square feet, consisting of (i) the entire 9th floor containing approximately 18,980 rentable square feet (“Ninth Floor Premises”), (ii) a portion of the 1st floor containing approximately 371 rentable square feet (“First Floor Premises”), and (iii) a portion of the lower level containing approximately 472 rentable square feet (“Lower Level Premises”), all as determined by Landlord, as shown on Exhibit A. The Ninth Floor Premises may be referred to herein as the “Office/Lab Premises” and the First Floor Premises and the Lower Level Premises may be collectively referred to herein as the “Storage Premises”.
Building:	The specific building in which the Premises are located, which building is within the Project and located at 500 Technology Square, also known as Unit 500 of the Condominium described in Exhibit B.
Project:	The real property on which the Building is located, also known as Technology Square Condominium (the “Condominium”), together with all improvements thereon and appurtenances thereto from time to time located thereon in the City of Cambridge, Middlesex County, Commonwealth of Massachusetts, as described on Exhibit B. The Landlord reserves the right to modify the Condominium at any time and from time to time, but the parties acknowledge the Condominium presently consists of Units 100, 200, 300, 400, 500, 600 and 700 (also known as Buildings 100, 200, 300, 400, 500, 600 and 700), as well as specified common areas on the Condominium (including the Technology Square Garage).
Base Rent:	$74.00 per rentable square foot of the Premises per year, subject to annual increases on the Adjustment Date as set forth herein
Rentable Area of Premises:	19,823 sq. ft.
Rentable Area of Building:	184,207 sq. ft Tenant’s Share of Operating Expenses: 10.76%
Rentable Area of Project:	1,181,635 sq. ft. Building’s Share of Project: 15.59%
Security Deposit:	$366,725.50
Target Commencement Date:	December 1, 2016
Rent Adjustment Percentage:	2.5%

Net Multi-Tenant Laboratory 500 Technology Square/Codiak – Page  2

Base Term:	Beginning on the Commencement Date and ending 60 months from the first day of the first full month after the Commencement Date (as defined in Section 2) hereof.
Permitted Use:	With respect to the Lab/Office Premises: Research and development laboratory, related office and other related uses consistent with the current character of the Project and otherwise in compliance with the provisions of Section 7 hereof. With respect to the Storage Premises: Storage of non-hazardous property of Tenant and for no other use or purpose.

Address for Rent Payment: 385 East Colorado Boulevard, Suite 299 Pasadena, CA 91101 Attention: Accounts Receivable	Landlord’s Notice Address: 385 East Colorado Boulevard, Suite 299 Pasadena, CA 91101 Attention: Corporate Secretary
Tenant’s Notice Address (from and after the Commencement Date): 500 Technology Square, 9th Floor Cambridge, MA 01239 Attention: Lease Administrator	Tenant’s Notice Address (prior to the Commencement Date): 19 Presidential Way, 2nd floor Woburn, MA 01801 Attention: Lease Administrator

The following Exhibits and Addenda are attached hereto and incorporated herein by this reference:

☒ EXHIBIT A - PREMISES DESCRIPTION	☒ EXHIBIT B - DESCRIPTION OF PROJECT
☒ EXHIBIT C - WORK LETTER	☒ EXHIBIT D - COMMENCEMENT DATE
☒ EXHIBIT E - RULES AND REGULATIONS	☒ EXHIBIT F - TENANT’S PERSONAL PROPERTY

1. Lease of Premises. Upon and subject to all of the terms and conditions hereof, Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord. The portions of the Project which are for the non-exclusive use of tenants of the Project are collectively referred to herein as the “Common Areas.” Landlord reserves the right to modify Common Areas, provided that such modifications do not materially adversely affect Tenant’s use of the Premises for the Permitted Use. From and after the Commencement Date through the expiration of the Term, Tenant shall have access to the Building, the Premises and the Technology Square Garage 24 hours a day, 7 days a week, except in the case of emergencies, as the result of Legal Requirements, the performance by Landlord of any installation, maintenance or repairs, or any other temporary interruptions, and otherwise subject to the terms of this Lease. Landlord shall endeavor to provide Tenant with reasonable advance notice of any anticipated interruption of access to the Premises.

2. Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work Substantially Completed (“Delivery” or “Deliver”). Other than the delivery of the first month’s rent pursuant to Section 3(a) below, Tenant shall have no obligation to pay Base Rent or Operating Expenses for any period prior to the Commencement Date. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Notwithstanding anything to the contrary contained herein, if Landlord fails to Deliver the Premises to Tenant on or before the date that is 30 days after the Target Commencement Date (as such date may be extended for Force Majeure delays and Tenant Delays, the “Abatement Date”), Base Rent shall be abated 1 day for each day after the Abatement Date that Landlord fails to Deliver the Premises to Tenant. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either, (a) the Security Deposit, or any balance thereof (i.e., after deducting

Net Multi-Tenant Laboratory 500 Technology Square/Codiak – Page  3

therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 90 day period (as extended as provided above), such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding anything to the contrary contained herein and for the avoidance of any doubt, the termination rights provided for in this paragraph shall terminate on the Commencement Date.

The “Commencement Date” shall be the earliest of: (i) the date Landlord Delivers the Premises to Tenant with Landlord’s Work Substantially Completed; (ii) the date Landlord could have Delivered the Premises but for Tenant Delays; and (iii) the date Tenant conducts any business in the Premises or any part thereof. Landlord shall Deliver the Premises to Tenant with the Building Systems (as defined in Section 13 below) serving the Premises in good repair and working condition as of the date of Delivery, and if the Building Systems are not in good repair and condition as of the date of Delivery and Tenant provides Landlord with written notice thereof within 5 business days after the date of Delivery, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems (unless Tenant or any Tenant Party was responsible for the cause of such repair, in which case Tenant shall pay the cost). Notwithstanding the foregoing, in no event shall the Commencement Date occur prior to the Target Commencement Date. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may elect pursuant to Section 39 hereof.

Except as set forth in the Work Letter (including, without limitation, Section 3(e) of the Work Letter) or as otherwise set forth in this Lease (including, without limitation, Section 5(a) of this Lease): (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii) Landlord shall have no obligation for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Operating Expenses.

Tenant agrees and acknowledges that, except as may be expressly provided in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

3. Rent.

(a) Base Rent. The first month’s Base Rent and the Security Deposit shall be due and payable on delivery of an executed copy of this Lease to Landlord. Tenant shall pay to Landlord in advance, without demand, abatement, deduction or set-off, equal monthly installments of Base Rent on or before the first day of each calendar month during the Term hereof, in lawful money of the United States of America, at the office of Landlord for payment of Rent set forth above, or to such other person or at such other place as Landlord may from time to time designate in writing. Payments of Base Rent for any

Net Multi-Tenant Laboratory 500 Technology Square/Codiak – Page  4

fractional calendar month shall be prorated. The obligation of Tenant to pay Base Rent and other sums to Landlord and the obligations of Landlord under this Lease are independent obligations. Tenant shall have no right at any time to abate, reduce, or set-off any Rent (as defined in Section 5) due hereunder except as may be expressly provided in this Lease.

(b) Additional Rent. In addition to Base Rent, Tenant agrees to pay to Landlord as additional rent (“Additional Rent”): (i) commencing on the Commencement Date, Tenant’s Share of “Operating Expenses” (as defined in Section 5), and (ii) any and all other amounts Tenant assumes or agrees to pay under the provisions of this Lease, including, without limitation, any and all other sums that may become due by reason of any default of Tenant or failure to comply with the agreements, terms, covenants and conditions of this Lease to be performed by Tenant, after any applicable notice and cure period.

4. Base Rent Adjustments. Base Rent shall be increased on each annual anniversary of the first day of the first full month during the Term of this Lease (each an “Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated.

5. Operating Expense Payments. Landlord shall deliver to Tenant a written estimate of Operating Expenses for each calendar year during the Term (the “Annual Estimate”), which may be revised by Landlord from time to time during such calendar year. Commencing on the Commencement Date and continuing thereafter on the first day of each month during the Term, Tenant shall pay Landlord an amount equal to 1/12th of Tenant’s Share of the Annual Estimate. Payments for any fractional calendar month shall be prorated.

The term “Operating Expenses” means all costs and expenses of any kind or description whatsoever incurred or accrued each calendar year during the Term by Landlord with respect to the Building (including the Building’s Share of Project of all other costs and expenses of any kind or description incurred or accrued by Landlord with respect to the Project and the Condominium (including without limitation all costs of compliance with the PTDM, as hereinafter defined) which are not specific to the Building or any other building located in the Project) (including, without duplication, Taxes (as defined in Section 9), capital repairs and improvements amortized over the useful life of such capital items (as reasonable determined by Landlord taking into consideration all relevant factors). Operating Expenses shall exclude only the following:

(a) the original construction costs of the Project and renovation prior to the Commencement Date and costs of correcting defects in such original construction or renovation;

(b) capital expenditures for expansion of the Project;

(c) interest, principal payments of Mortgage (as defined in Section 27) debts of Landlord, financing costs and amortization of funds borrowed by Landlord, whether secured or unsecured, bad debt expenses and interest, and all payments of base rent (but not taxes or operating expenses) under any ground lease or other underlying lease of all or any portion of the Project;

(d) depreciation of the Building or the Project (except for capital improvements pursuant to this Section 5), the cost of which are includable in Operating Expenses);

(e) advertising, legal and space planning expenses and brokerage or leasing commissions and other costs and expenses incurred in procuring and leasing space to tenants for the Project, including any leasing office maintained in the Project, free rent and construction allowances for tenants;

(f) legal and other expenses incurred in the negotiation or enforcement of leases;

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(g) allowances, concessions or other costs and expenses of completing, fixturing, improving, renovating, painting, decorating, redecorating or other work, which Landlord pays for or performs for other tenants within their premises, and costs of correcting defects in such work;

(h) costs to be reimbursed by other tenants of the Project or Taxes to be paid directly by Tenant or other tenants of the Project, whether or not actually paid;

(i) salaries, wages, benefits and other compensation paid to (i) personnel of Landlord or Landlord’s agents or contractors above the position of the person, regardless of title, who has day-to-day management responsibility for the Project or (ii) officers and employees of Landlord or its affiliates who are not assigned in whole or in part to the operation, management, maintenance or repair of the Project; provided, however, that with respect to any such person who does not devote substantially all of his or her employed time to the Project, the salaries, wages, benefits and other compensation of such person shall be prorated to reflect time spent on operating and managing the Project vis-a-vis time spent on matters unrelated to operating, managing maintaining or repairing the Project;

(j) general organizational, administrative and overhead costs relating to maintaining Landlord’s existence, either as a corporation, partnership, or other entity, including general corporate, legal and accounting expenses;

(k) costs (including attorneys’ fees and costs of settlement, judgments and payments in lieu thereof) incurred in connection with disputes with tenants, other occupants, or prospective tenants, and costs and expenses, including legal fees, incurred in connection with negotiations or disputes with employees, consultants, management agents, leasing agents, purchasers or mortgagees of the Building;

(l) costs incurred by Landlord due to the violation by Landlord, its employees, agents or contractors or any tenant of the terms and conditions of any lease of space in the Project, any other agreements to which Landlord or any of its employees, agents or contractors is a party, or any Legal Requirement (as defined in Section 7);

(m) penalties, fines or interest incurred as a result of Landlord’s inability or failure to make payment of its obligations in a timely manner (other than as a result of any late payments by Tenant to Landlord) including, but not limited to, Taxes and/or to file any tax or informational returns when due, or from Landlord’s failure to make any payment of Taxes required to be made by Landlord hereunder before delinquency;

(n) any cost, including, without limitation, overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in or to the Project to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis;

(o) costs of Landlord’s charitable or political contributions, or of fine art maintained at the Project;

(p) costs in connection with services (including electricity), items or other benefits of a type which are not standard for the Project and which are not available to Tenant without specific charges therefor, but which are provided to another tenant or occupant of the Project, whether or not such other tenant or occupant is specifically charged therefor by Landlord;

(q) costs incurred in the sale or refinancing of the Project or any portion thereof; ALEXANDRIA.

(r) net income taxes of Landlord or the owner of any interest in the Project, franchise, capital stock, gift, estate or inheritance taxes or any federal, state or local documentary taxes imposed against the Project or any portion thereof or interest therein;

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(s) the cost of Landlord’s Work (as defined in the Work Letter);

(t) any expenses otherwise includable within Operating Expenses to the extent actually reimbursed by insurance (or, if Landlord fails to maintain the insurance required to be carried by Landlord pursuant to Section 17, would have been reimbursed by insurance required to be carried by Landlord pursuant to Section 17) or by rebate, refund or otherwise;

(u) costs occasioned by condemnation, including costs reimbursed by any condemnation award;

(v) costs actually reimbursed to Landlord under any warranty carried by Landlord for the Project;

(w) costs and expenses resulting from the gross negligence or willful misconduct of Landlord;

(x) any costs incurred to remove, study, test or remediate Hazardous Materials in or about the Building or the Project (provided, however, that the foregoing is in no event intended to limit Tenant’s obligations under Section 28 or Section 30 of this Lease);

(y) costs and expenses incurred in connection with the Technology Square Garage; and

(z) any expenses otherwise includable within Operating Expenses to the extent actually reimbursed by persons other than tenants of the Project under leases for space in the Project.

In addition to the Operating Expenses payable by Tenant pursuant to this Section 5, Tenant shall pay to Landlord administration rent in the amount of 3% of Base Rent and such management fee shall be reflected as a separate line item on the Annual Statement (as defined below).

Within 90 days after the end of each calendar year (or such longer period as may be reasonably required), Landlord shall furnish to Tenant a statement (an “Annual Statement”) showing in reasonable detail: (a) the total and Tenant’s Share of actual Operating Expenses for the previous calendar year, and (b) the total of Tenant’s payments in respect of Operating Expenses for such year. If Tenant’s Share of actual Operating Expenses for such year exceeds Tenant’s payments of Operating Expenses for such year, the excess shall be due and payable by Tenant as Rent within 30 days after delivery of such Annual Statement to Tenant. If Tenant’s payments of Operating Expenses for such year exceed Tenant’s Share of actual Operating Expenses for such year Landlord shall pay the excess to Tenant within 30 days after delivery of such Annual Statement, except that after the expiration, or earlier termination of the Term or if Tenant is delinquent in its obligation to pay Rent, Landlord shall pay the excess to Tenant after deducting all other amounts due Landlord.

The Annual Statement shall be final and binding upon Tenant unless Tenant, within 30 days after Tenant’s receipt thereof, shall contest any item therein by giving written notice to Landlord, specifying each item contested and the reason therefor. Operating Expenses for the calendar years in which Tenant’s obligation to share therein begins and ends shall be prorated. Notwithstanding anything set forth herein to the contrary, if the Building is not at least 95% occupied on average during any year of the Term, Tenant’s Share of Operating Expenses for such year shall be computed as though the Building had been 95% occupied on average during such year.

“Tenant’s Share” shall be the percentage set forth in the Basic Lease Provisions as Tenant’s Share (which has been determined as a percentage, the numerator of which is the number of rentable square feet in the Premises and the denominator of which is the number of rentable square feet in the Building) as reasonably adjusted by Landlord for changes in the physical size of the Premises, Building or Project occurring thereafter. Landlord may equitably increase Tenant’s Share for any item of expense or cost reimbursable by Tenant that relates to a repair, replacement, or service that benefits only the Premises or only a portion of the Project that includes the Premises or that varies with occupancy or use. Base Rent, Tenant’s Share of Operating Expenses and all other amounts payable by Tenant to Landlord hereunder are collectively referred to herein as “Rent.”

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6. Security Deposit. Tenant shall deposit with Landlord, upon delivery of an executed copy of this Lease to Landlord, a security deposit (the “Security Deposit”) for the performance of all of Tenant’s obligations hereunder in the amount set forth on page 1 of this Lease, which Security Deposit shall be in the form of an unconditional and irrevocable letter of credit (the “Letter of Credit”): (i) in form and substance satisfactory to Landlord, (ii) naming Landlord as beneficiary, (iii) expressly allowing Landlord to draw upon it at any time from time to time by delivering to the issuer notice that Landlord is entitled to draw thereunder, (iv) issued by an FDIC-insured financial institution satisfactory to Landlord, and (v) redeemable by presentation of a sight draft in the Commonwealth of Massachusetts. If Tenant does not provide Landlord with a substitute Letter of Credit complying with all of the requirements hereof at least 10 days before the stated expiration date of any then current Letter of Credit, Landlord shall have the right to draw the full amount of the current Letter of Credit and hold the funds drawn in cash without obligation for interest thereon as the Security Deposit. The Security Deposit shall be held by Landlord as security for the performance of Tenant’s obligations under this Lease. The Security Deposit is not an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. Upon each occurrence of a Default (as defined in Section 20). Landlord may use all or any part of the Security Deposit to pay delinquent payments due under this Lease, future rent damages, and the cost of any damage, injury, expense or liability caused by such Default, without prejudice to any other remedy provided herein or provided by law. Landlord’s right to use the Security Deposit under this Section 6 includes the right to use the Security Deposit to pay future rent damages following the termination of this Lease pursuant to Section 21(c) below. Upon any use of all or any portion of the Security Deposit, Tenant shall pay Landlord on demand the amount that will restore the Security Deposit to the amount set forth on Page 1 of this Lease. Tenant hereby waives the provisions of any law, now or hereafter in force, which provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable, to the extent caused by the act or omission of Tenant or any officer, employee, agent or invitee of Tenant. Upon bankruptcy or other debtor-creditor proceedings against Tenant, the Security Deposit shall be deemed to be applied first to the payment of Rent and other charges due Landlord for periods prior to the filing of such proceedings. Upon any such use of all or any portion of the Security Deposit, Tenant shall, within 5 days after demand from Landlord, restore the Security Deposit to its original amount. If Tenant shall fully perform every provision of this Lease to be performed by Tenant, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within 90 days after the expiration or earlier termination of this Lease.

If Landlord transfers its interest in the Project or this Lease, Landlord shall either (a) transfer any Security Deposit then held by Landlord to a person or entity assuming Landlord’s obligations under this Section 6, or (b) return to Tenant any Security Deposit then held by Landlord and remaining after the deductions permitted herein. Upon such transfer to such transferee or the return of the Security Deposit to Tenant, Landlord shall have no further obligation with respect to the Security Deposit, and Tenant’s right to the return of the Security Deposit shall apply solely against Landlord’s transferee. The Security Deposit is not an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. Landlord’s obligation respecting the Security Deposit is that of a debtor, not a trustee, and no interest shall accrue thereon.

7. Use. The Premises shall be used solely for the Permitted Use set forth in the Basic Lease Provisions, and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the Premises, and to the use and occupancy thereof, including, without limitation, the Americans With Disabilities Act, 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, upon 5 business days’ written notice from Landlord, discontinue any use of the Premises which is declared by any Governmental

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Authority (as defined in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use.

Landlord has disclosed to Tenant that the Project is the subject of an Activity and Use Limitation, which is incorporated herein by reference, and Tenant acknowledges receipt of a copy of such Activity and Use Limitation prior to execution of this Lease.

Tenant, at its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement related to Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations.

8. Holding Over. If, with Landlord’s express written consent, Tenant retains possession of the Premises after the termination of the Term, (i) unless otherwise agreed in such written consent, such possession shall be subject to immediate termination by Landlord at any time, (ii) all of the other terms and provisions of this Lease (including, without limitation, the adjustment of Base Rent pursuant to Section 4 hereof) shall remain in full force and effect (excluding any expansion or renewal option or other similar right or option) during such holdover period, (iii) Tenant shall continue to pay Base Rent in the amount payable upon the date of the expiration or earlier termination of this Lease or such other amount as Landlord may indicate, in Landlord’s sole and absolute discretion, in such written consent, and (iv) all other payments shall continue under the terms of this Lease. If Tenant remains in possession of the Premises after the expiration or earlier termination of the Term without the express written consent of Landlord, (A) Tenant shall become a tenant at sufferance upon the terms of this Lease except that the monthly rental shall be equal to 150% of Rent in effect during the last 30 days of the Term, and (B) if Tenant holds over in the Premises in excess of 30 days, Tenant shall be responsible for all damages suffered by Landlord resulting from or occasioned by Tenant’s holding over, including consequential damages; provided, however, that if Tenant delivers a written inquiry to Landlord within 30 days prior to the expiration or earlier termination of the Term, Landlord will notify Tenant whether the potential exists for consequential damages. No holding over by Tenant, whether with or without consent of Landlord,

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shall operate to extend this Lease except as otherwise expressly provided, and this Section 8 shall not be construed as consent for Tenant to retain possession of the Premises. Acceptance by Landlord of Rent after the expiration of the Term or earlier termination of this Lease shall not result in a renewal or reinstatement of this Lease.

9. Taxes. Landlord shall pay, as part of Operating Expenses, all taxes, levies, fees, assessments and governmental charges of any kind, existing as of the Commencement Date or thereafter enacted (collectively referred to as “Taxes”), imposed by any federal, state, regional, municipal, local or other governmental authority or agency, including, without limitation, quasi-public agencies (collectively, “Governmental Authority”) during the Term, including, without limitation, all Taxes: (i) imposed on or measured by or based, in whole or in part, on rent payable to (or gross receipts received by) Landlord under this Lease and/or from the rental by Landlord of the Project or any portion thereof, or (ii) based on the square footage, assessed value or other measure or evaluation of any kind of the Premises or the Project, or (iii) assessed or imposed by or on the operation or maintenance of any portion of the Premises or the Project, or (iv) assessed or imposed by, or at the direction of, or resulting from Legal Requirements, or interpretations thereof, promulgated by, any Governmental Authority, (v) imposed as a license or other fee, charge, tax or assessment on Landlord’s business or occupation of leasing space in the Project, or (vi) assessed or imposed by or on the operation or maintenance of any portion or whole of the Condominium (provided that to the extent any Taxes are assessed against the Condominium as a whole, such amounts shall be allocated among the buildings located in the Condominium based on the square footage of the buildings in question, unless Landlord reasonably determines that such allocation should be made on another basis). Landlord may contest by appropriate legal proceedings the amount, validity, or application of any Taxes or liens securing Taxes. Taxes shall not include any net income taxes imposed on Landlord except to the extent such net income taxes are in substitution for any Taxes payable hereunder. If any such Tax is levied or assessed directly against Tenant, then Tenant shall be responsible for and shall pay the same at such times and in such manner as the taxing authority shall require. Tenant shall pay, prior to delinquency, any and all Taxes levied or assessed against any personal property or trade fixtures placed by Tenant in the Premises, whether levied or assessed against Landlord or Tenant. If any Taxes on Tenant’s personal property or trade fixtures are levied against Landlord or Landlord’s property, or if the assessed valuation of the Project is increased by a value attributable to improvements in or alterations to the Premises, whether owned by Landlord or Tenant and whether or not affixed to the real property so as to become a part thereof, higher than the base valuation on which Landlord from time-to-time allocates Taxes to all tenants in the Project, Landlord shall have the right, but not the obligation, to pay such Taxes. Landlord’s reasonable determination of any excess assessed valuation shall be binding and conclusive, absent manifest error. The amount of any such payment by Landlord shall constitute Additional Rent due from Tenant to Landlord immediately upon demand.

10. Parking. Subject to Legal Requirements, Force Majeure, a Taking (as defined in Section 19 below) and the exercise by Landlord of its rights hereunder, Landlord shall make available and Tenant shall have the right to use 1.5 parking spaces per 1,000 rentable square feet of the Premises in the Technology Square Garage (“Parking Space Cap”) on a non-exclusive basis at market rates in those areas designated for non-reserved parking, subject in each case to Landlord’s rules and regulations. Tenant shall pay to Landlord or as directed by Landlord, monthly as Additional Rent hereunder, the market rate for each parking space, as reasonably determined by Landlord from time to time, which as of the date hereof shall be $270.00 per space per month. Tenant shall deliver written notice to Landlord on or before the date that is 30 days prior to the Commencement Date reflecting the number of parking spaces, up to the Parking Space Cap, that Tenant has elected to use as of the Commencement Date. Subject to the immediately following sentence, Tenant shall have the right, upon 30 days’ written notice to Landlord, to increase or decrease the number of parking spaces being used by Tenant; provided, however, that in no event shall Tenant be entitled to use any parking spaces in excess of the Parking Space Cap. If Tenant has delivered written notice to Landlord requesting additional parking spaces and Landlord determines that the additional parking spaces desired by Tenant are available for use by Tenant, Landlord shall notify Tenant in writing and Tenant shall commence leasing and paying for such additional parking spaces on the date that is 30 days after Landlord’s receipt of Tenant’s written notice. Landlord shall not be responsible for enforcing Tenant’s parking rights against any third parties, including

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other tenants of the Project. Tenant shall, to the extent required by the PTDM (as defined below), at Tenant’s sole expense, for so long as the Parking and Traffic Demand Management Plan dated May 9, 1999 as approved by the City of Cambridge on July 9, 1999, including the conditions set forth in such approval (as amended from time to time, the “PTDM”), remains applicable to the Condominium, (i) offer to subsidize mass transit monthly passes for all of its employees; (ii) implement a Commuter Choice Program; (iii) discourage single-occupant vehicle (“SOV”) use by its employees; (iv) promote alternative modes of transportation and use of alternative work hours; (v) meet with Landlord and/or its representatives no more than quarterly discuss transportation programs and initiatives; (vi) participate in annual surveys monitoring transportation programs and initiatives at Technology Square; (vii) cooperate with Landlord in connection with transportation programs and initiatives promulgated pursuant to the PTDM; (viii) provide alternative work programs (such as telecommuting, flex-time and compressed work weeks) to its employees in order to reduce traffic impacts in Cambridge during peak commuter hours; and (ix) otherwise cooperate with Landlord in encouraging employees to seek alternate modes of transportation.

11. Utilities, Services. Landlord shall provide, subject to the terms of this Section 11, water, electricity, heat, light, power, sewer, other utilities (including gas and fire sprinklers to the extent the Project is plumbed for such services), and with respect to the Common Areas, refuse and trash collection and janitorial services (collectively, “Utilities”). Landlord shall pay, as Operating Expenses or subject to Tenant’s reimbursement obligation, for all Utilities used on the Premises, all maintenance charges for Utilities, and any storm sewer charges or other similar charges for Utilities imposed by any Governmental Authority or Utility provider, and any taxes, penalties, surcharges or similar charges thereon (provided that any penalties arising from Landlord’s failure to timely pay for such Utilities shall not be reimbursable by Tenant, unless Landlord’s failure to timely pay is as a result of any late payments by Tenant to Landlord). The Premises are separately metered to measure Tenant’s usage of electricity for lights and plugs in the Premises. Landlord may, following reasonable advance notice thereof to Tenant, cause, at Tenant’s expense, any other Utilities to be separately metered or charged directly to Tenant by the provider. Tenant shall pay directly to the Utility provider, prior to delinquency, any separately metered Utilities and services which may be furnished to Tenant or the Premises during the Term. Tenant shall pay, as part of Operating Expenses, its share of all charges for jointly metered Utilities based upon consumption, as reasonably determined by Landlord. No interruption or failure of Utilities, from any cause whatsoever other than Landlord’s gross negligence or willful misconduct, shall result in eviction or constructive eviction of Tenant, termination of this Lease or the abatement of Rent. Tenant agrees to limit use of water and sewer with respect to Common Areas to normal restroom use. Tenant shall be responsible for obtaining and paying for its own janitorial services for the Premises.

Landlord’s sole obligation for either providing emergency generators or providing emergency back-up power to Tenant shall be: (i) to provide emergency generators with not less than the capacity of the emergency generators located in the Building as of the Commencement Date, and (ii) to contract with a third party to maintain the emergency generators as per the manufacturer’s standard maintenance guidelines. Landlord shall have no obligation to provide Tenant with operational emergency generators or back-up power or to supervise, oversee or confirm that the third party maintaining the emergency generators is maintaining the generators as per the manufacturer’s standard guidelines or otherwise. During any period of replacement, repair or maintenance of the emergency generators when the emergency generators are not operational, including any delays thereto due to the inability to obtain parts or replacement equipment, Landlord shall have no obligation to provide Tenant with an alternative back-up generator or generators or alternative sources of back-up power. Tenant expressly acknowledges and agrees that Landlord does not guaranty that such emergency generators will be operational at all times or that emergency power will be available to the Premises when needed.

12. Alterations and Tenant’s Property. Any alterations, additions, or improvements made to the Premises by or on behalf of Tenant, including additional locks or bolts of any kind or nature upon any doors or windows in the Premises, but excluding installation, removal or realignment of furniture systems (other than removal of furniture systems owned or paid for by Landlord) not involving any modifications to the structure or connections (other then by ordinary plugs or jacks) to Building Systems (as defined in Section 13) (“Alterations”) shall be subject to Landlord’s prior written consent, which may

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be given or withheld in Landlord’s sole discretion if any such Alteration affects the structure or Building Systems, but which shall otherwise not be unreasonably withheld or delayed. If Landlord approves any Alterations, Landlord may impose such conditions on Tenant in connection with the commencement, performance and completion of such Alterations as Landlord may reasonably deem appropriate. Any request for approval shall be in writing, delivered not less than 15 business days in advance of any proposed construction, and accompanied by plans, specifications, bid proposals, work contracts and such other information concerning the nature and cost of the alterations as may be reasonably requested by Landlord, including the identities and mailing addresses of all persons performing work or supplying materials. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to ensure that such plans and specifications or construction comply with applicable Legal Requirements. Tenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Legal Requirements and shall implement at its sole cost and expense any alteration or modification required by Legal Requirements as a result of any Alterations. Tenant shall pay to Landlord, as Additional Rent, on demand an amount equal to 3% of all charges incurred by Tenant or its contractors or agents in connection with any Alteration to cover Landlord’s overhead and expenses for plan review, coordination, scheduling and supervision. Before Tenant begins any Alteration, Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall reimburse Landlord for, and indemnify and hold Landlord harmless from, any expense incurred by Landlord by reason of faulty work done by Tenant or its contractors, delays caused by such work, or inadequate cleanup.

Tenant shall furnish security or make other arrangements reasonably satisfactory to Landlord to assure payment for the completion of all Alterations work free and clear of liens, and shall provide (and cause each contractor or subcontractor to provide) certificates of insurance for workers’ compensation and other coverage in amounts and from an insurance company satisfactory to Landlord protecting Landlord against liability for personal injury or property damage during construction. Upon completion of any Alterations, Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and subcontractors who did the work and final lien waivers from all such contractors and subcontractors; and (ii) “as built” plans for any such Alteration.

Except for Removable Installations (as hereinafter defined), all Installations (as hereinafter defined) shall be and shall remain the property of Landlord during the Term and following the expiration or earlier termination of the Term, shall not be removed by Tenant at any time during the Term, and shall remain upon and be surrendered with the Premises as a part thereof. Notwithstanding the foregoing, Landlord may, at the time its approval of any such Installation is requested, notify Tenant that Landlord requires that Tenant remove such Installation upon the expiration or earlier termination of the Term, in which event Tenant shall remove such Installation in accordance with the immediately succeeding sentence. Upon the expiration or earlier termination of the Term, Tenant shall remove (i) all wires, cables or similar equipment which Tenant has installed in the Premises or in the risers or plenums of the Building, (ii) any Installations for which Landlord has given Tenant notice of removal in accordance with the immediately preceding sentence, and (iii) all of Tenant’s Property (as hereinafter defined), and Tenant shall restore and repair any damage caused by or occasioned as a result of such removal, including, without limitation, capping off all such connections behind the walls of the Premises and repairing any holes. During any restoration period beyond the expiration or earlier termination of the Term, Tenant shall pay Rent to Landlord as provided herein as if said space were otherwise occupied by Tenant. If Landlord is requested by Tenant or any lender, lessor or other person or entity claiming an interest in any of Tenant’s Property to waive any lien Landlord may have against any of Tenant’s Property, and Landlord consents to such waiver, then Landlord shall be entitled to be paid as administrative rent a fee of $1,000 per occurrence for its time and effort in preparing and negotiating such a waiver of lien.

Other than (i) the items, if any, listed on Exhibit F attached hereto and any items agreed by Landlord in writing to be included on Exhibit F in the future (“Removable Installations”), and (ii) any trade fixtures, machinery, equipment and other personal property not paid for with the Tl Fund which may be removed without material damage to the Premises, which damage shall be repaired (including capping or terminating utility hook-ups behind walls) by Tenant during the Term (collectively, “Tenant’s Property”), all property of any kind paid for by Landlord, all Alterations, real property fixtures, built-in

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machinery and equipment, built-in casework and cabinets and other similar additions and improvements built into the Premises so as to become an integral part of the Premises such as fume hoods which penetrate the roof or plenum area, built-in cold rooms, built-in warm rooms, walk-in cold rooms, walk-in warm rooms, deionized water systems, glass washing equipment, autoclaves, chillers, built-in plumbing, electrical and mechanical equipment and systems, and any power generator and transfer switch (collectively, “Installations”) shall be and shall remain the property of Landlord during the Term and following the expiration or earlier termination of the Term, shall not be removed by Tenant at any time during the Term and shall remain upon and be surrendered with the Premises as a part thereof in accordance with Section 28 following the expiration or earlier termination of this Lease; provided, however, that Landlord shall, at the time its approval of such Installation is requested notify Tenant if it has elected to cause Tenant to remove such Installation upon the expiration or earlier termination of this Lease. If Landlord so elects, Tenant shall remove such Installation upon the expiration or earlier termination of this Lease and restore any damage caused by or occasioned as a result of such removal, including, when removing any of Tenant’s Property which was plumbed, wired or otherwise connected to any of the Building Systems, capping off all such connections behind the walls of the Premises and repairing any holes. During any such restoration period, Tenant shall pay Rent to Landlord as provided herein as if said space were otherwise occupied by Tenant.

13. Landlord’s Repairs. Landlord, as an Operating Expense (except to the extent the cost thereof is excluded from Operating Expenses pursuant to Section 5 hereof), shall maintain all of the structural, exterior, parking and other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators and all other building systems serving the Premises and other portions of the Project (“Building Systems”), in good repair, reasonable wear and tear and uninsured losses and damages caused by Tenant, or by Tenant’s assignees, sublessees, licensees, agents, servants, employees, invitees and contractors (or any of Tenant’s assignees, sublessees and/or licensees respective agents, servants, employees, invitees and contractors)(collectively, “Tenant Parties”) excluded. Subject to Sections 17 and 18, losses and damages caused by Tenant or any Tenant Party shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the reasonable judgment of Landlord, necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, make a commercially reasonable effort to give Tenant 48 hours advance notice of any planned stoppage of Building Systems services for routine maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this Section, after which Landlord shall have a reasonable opportunity to effect such repair. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after Tenant’s written notice of the need for such repairs or maintenance. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Section 18.

14. Tenant’s Repairs. Subject to Section 13 hereof, Tenant, at its expense, shall repair, replace and maintain in good condition all portions of the Premises, including, without limitation, entries, doors, ceilings, interior windows, interior walls, and the interior side of demising walls. Such repair and replacement may include capital expenditures and repairs whose benefit may extend beyond the Term. Should Tenant fail to make any such repair or replacement or fail to maintain the Premises, Landlord shall give Tenant notice of such failure. If Tenant fails to commence cure of such failure within 30 days of Landlord’s notice, and thereafter diligently prosecute such cure to completion, Landlord may perform such work and shall be reimbursed by Tenant within 30 days after demand therefor; provided, however, that if such failure by Tenant creates or could create an emergency, Landlord may immediately commence cure of such failure and shall thereafter be entitled to recover the reasonable costs of such cure from Tenant. Subject to Sections 17 and 18, Tenant shall bear the full uninsured cost of any repair or replacement to any part of the Project to the extent resulting from damage caused by Tenant or any Tenant Party and any repair that benefits only the Premises.

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15. Mechanic’s Liens. Tenant shall discharge, by bond or otherwise, any mechanic’s lien filed against the Premises or against the Project for work claimed to have been done for, or materials claimed to have been furnished to, Tenant within 10 business days after Tenant receives notice of the filing thereof, at Tenant’s sole cost and shall otherwise keep the Premises and the Project free from any liens arising out of work performed, materials furnished or obligations incurred by Tenant. Should Tenant fail to discharge any lien described in this Section 15, Landlord shall have the right, but not the obligation, to pay such claim or post a bond or otherwise provide security to eliminate the lien as a claim against title to the Project and the cost thereof shall be immediately due from Tenant as Additional Rent. If Tenant shall lease or finance the acquisition of office equipment, furnishings, or other personal property of a removable nature utilized by Tenant in the operation of Tenant’s business at the Premises, Tenant warrants that any Uniform Commercial Code Financing Statement filed as a matter of public record by any lessor or creditor of Tenant will upon its face or by exhibit thereto indicate that such Financing Statement is applicable only to removable personal property of Tenant located within the Premises. In no event shall the address of the Project be furnished on the statement without qualifying language as to applicability of the lien only to removable personal property, located in an identified suite held by Tenant.

16. Indemnification. Tenant hereby indemnifies and agrees to defend, save and hold Landlord harmless from and against any and all Claims for injury or death to persons or damage to property occurring within or about the Premises, arising directly or indirectly out of the use or occupancy of the Premises by Tenant or any Tenant Party or a breach or default by Tenant in the performance of any of its obligations hereunder, except to the extent caused by the willful misconduct or negligence of Landlord. Landlord shall not be liable to Tenant for, and Tenant assumes all risk of damage to, personal property (including, without limitation, loss of records kept within the Premises). Tenant further waives any and all Claims for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property (including, without limitation, any loss of records). Landlord shall not be liable for any damages arising from any act, omission or neglect of any tenant in the Project or of any other third party.

17. Insurance. Landlord shall maintain all risk property and, if applicable, sprinkler damage insurance covering the full replacement cost of the Project or such lesser coverage amount as Landlord may elect provided such coverage amount is not less than 90% of such full replacement cost. Landlord shall further procure and maintain commercial general liability insurance with a single loss limit of not less than $2,000,000 for bodily injury and property damage with respect to the Project. Landlord may, but is not obligated to, maintain such other insurance and additional coverages as it may deem necessary, including, but not limited to, flood, environmental hazard and earthquake, loss or failure of building equipment, errors and omissions, rental loss during the period of repair or rebuilding, workers’ compensation insurance and fidelity bonds for employees employed to perform services and insurance for any improvements installed by Tenant or which are in addition to the standard improvements customarily furnished by Landlord without regard to whether or not such are made a part of the Project. All such insurance shall be included as part of the Operating Expenses. The Project may be included in a blanket policy (in which case the cost of such insurance allocable to the Project will be determined by Landlord based upon the insurer’s cost calculations). Tenant shall also reimburse Landlord for any increased premiums or additional insurance which Landlord reasonably deems necessary as a result of Tenant’s use of the Premises.

Tenant, at its sole cost and expense, shall maintain during the Term: all risk property insurance with business interruption and extra expense coverage, covering the full replacement cost of all property and improvements installed or placed in the Premises by Tenant at Tenant’s expense; workers’ compensation insurance with no less than the minimum limits required by law; employer’s liability insurance with such limits as required by law; and commercial general liability insurance, with a minimum limit of not less than $2,000,000 per occurrence for bodily injury and property damage with respect to the Premises. The commercial general liability insurance policy shall name Alexandria Real Estate Equities, Inc. and Landlord, its officers, directors, employees, managers, agents, invitees and contractors and the

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Additional Insured Parties (as defined in the next succeeding paragraph) (collectively, “Landlord Parties”), as additional insureds; insure on an occurrence and not a claims-made basis; be issued by insurance companies which have a rating of not less than policyholder rating of A- and financial category rating of at least Class VIII in “Best’s Insurance Guide”; shall not be cancelable for nonpayment of premium unless 30 days prior written notice shall have been given to Landlord from the insurer; contain a hostile fire endorsement and a contractual liability endorsement; and provide primary coverage to Landlord (any policy issued to Landlord providing duplicate or similar coverage shall be deemed excess over Tenant’s policies). Copies of such policies (if requested by Landlord), or certificates of insurance showing the limits of coverage required hereunder and showing Landlord as an additional insured, along with reasonable evidence of the payment of premiums for the applicable period, shall be delivered to Landlord by Tenant upon commencement of the Term and upon each renewal of said insurance. Tenant’s policy may be a “blanket policy” with an aggregate per location endorsement which specifically provides that the amount of insurance shall not be prejudiced by other losses covered by the policy. Tenant shall, at least 5 days prior to the expiration of such policies, furnish Landlord with renewal certificates.

In each instance where insurance is to name Landlord as an additional insured, Tenant shall upon written request of Landlord also designate and furnish certificates so evidencing Landlord as additional insured to the following parties (collectively “Additional Insured Parties”): (i) any lender of Landlord holding a security interest in the Project or any portion thereof and any servicer in connection therewith, (ii) the landlord under any lease wherein Landlord is tenant of the real property on which the Project is located, if the interest of Landlord is or shall become that of a tenant under a ground or other underlying lease rather than that of a fee owner, (iii) any management company retained by Landlord to manage the Project, (iv) the condominium association with respect to the Condominium, (v) any member, partner or shareholder of Landlord or the owner of any beneficial interest therein and/or (vi) any other party reasonably designated by Landlord.

The property insurance obtained by Landlord and Tenant shall include a waiver of subrogation by the insurers and all rights based upon an assignment from its insured, against Landlord or Tenant, and their respective officers, directors, employees, managers, agents, invitees and contractors (“Related Parties”), in connection with any loss or damage thereby insured against. Neither party nor its respective Related Parties shall be liable to the other for loss or damage caused by any risk insured against under property insurance required to be maintained hereunder, and each party waives any claims against the other party, and its respective Related Parties, for such loss or damage. The failure of a party to insure its property shall not void this waiver. Landlord and its respective Related Parties shall not be liable for, and Tenant hereby waives all claims against such parties for, business interruption and losses occasioned thereby sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in or upon the Premises or the Project from any cause whatsoever. If the foregoing waivers shall contravene any law with respect to exculpatory agreements, the liability of Landlord or Tenant shall be deemed not released but shall be secondary to the other’s insurer.

Landlord may require insurance policy limits to be raised to conform with requirements of Landlord’s lender and/or to bring coverage limits to levels then being generally required of new tenants within the Project; provided, however, that the increased amount of coverage is consistent with coverage amounts then being required by institutional owners of similar projects with tenants occupying similar size premises in the geographical area in which the Project is located.

18. Restoration. If, at any time during the Term, the Project or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 60 days after discovery of such damage as to the amount of time Landlord reasonably estimates it will take to restore the Project or the Premises, as applicable (the “Restoration Period”). If the Restoration Period is estimated to exceed 12 months (the “Maximum Restoration Period”), Landlord may, in such notice, elect to terminate this Lease as of the date that is 75 days after the date of discovery of such damage or destruction; provided, however, that notwithstanding Landlord’s election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within 10 business days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration

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Period. Unless either Landlord or Tenant so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 10 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant.

Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration required to be done by Tenant and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Notwithstanding anything to the contrary contained herein, Landlord shall also have the right to terminate this Lease if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space acceptable to Tenant, in Tenant’s sole and absolute discretion, during the period of repair that is suitable for the temporary conduct of Tenant’s business. In the event that no Hazardous Material Clearances are required to be obtained by Tenant with respect to the Premises, rent abatement shall commence on the date of discovery of the damage or destruction. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate the Lease by reason of damage or casualty loss.

The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.

19. Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, materially interfere with or impair Landlord’s ownership or operation of the Project or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant, as applicable, to the other, this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as

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provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

20. Events of Default. Each of the following events shall be a default (“Default”) by Tenant under this Lease:

(a) Payment Defaults. Tenant shall fail to pay any installment of Rent or any other payment hereunder when due; provided, however, that Landlord will give Tenant notice and an opportunity to cure any failure to pay Rent within 5 days of any such notice not more than once in any 12 month period and Tenant agrees that such notice shall be in lieu of and not in addition to, or shall be deemed to be, any notice required by law.

(b) Insurance. Any insurance required to be maintained by Tenant pursuant to this Lease shall be canceled or terminated or shall expire or shall be reduced or materially changed, or Landlord shall receive a notice of nonrenewal of any such insurance and Tenant shall fail to obtain replacement insurance before the expiration of the current coverage.

(c) Abandonment. Tenant shall abandon the Premises.

(d) Improper Transfer. Tenant shall assign, sublease or otherwise transfer all or any portion of Tenant’s interest in this Lease or the Premises except as expressly permitted herein, or Tenant’s interest in this Lease shall be attached, executed upon, or otherwise judicially seized and such action is not released within 90 days of the action.

(e) Liens. Tenant shall fail to discharge or otherwise obtain the release of any lien placed upon the Premises in violation of this Lease within 10 business days after Tenant receives notice that any such lien is filed against the Premises.

(f) Insolvency Events. Tenant or any guarantor or surety of Tenant’s obligations hereunder shall: (A) make a general assignment for the benefit of creditors; (B) commence any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or of any substantial part of its property (collectively a “Proceeding for Relief); (C) become the subject of any Proceeding for Relief which is not dismissed within 90 days of its filing or entry; or (D) be dissolved or otherwise fail to maintain its legal existence (if Tenant, guarantor or surety is a corporation, partnership or other entity).

(g) Estoppel Certificate or Subordination Agreement. Tenant fails to execute any document required from Tenant under Sections 23 or 27 within 5 business days after a second notice requesting such document.

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(h) Other Defaults. Tenant shall fail to comply with any provision of this Lease other than those specifically referred to in this Section 20, and, except as otherwise expressly provided herein, such failure shall continue for a period of 30 days after written notice thereof from Landlord to Tenant.

Any notice given under Section 20(h) hereof shall: (i) specify the alleged default, (ii) demand that Tenant cure such default, (iii) be in lieu of, and not in addition to, or shall be deemed to be, any notice required under any provision of applicable law, and (iv) not be deemed a forfeiture or a termination of this Lease unless Landlord elects otherwise in such notice; provided that if the nature of Tenant’s default pursuant to Section 20(h) is such that it cannot be cured by the payment of money and reasonably requires more than 30 days to cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said 30 day period and thereafter diligently prosecutes the same to completion; provided, however, that such cure shall be completed no later than 60 days from the date of Landlord’s notice.

21. Landlord’s Remedies.

(a) Payment By Landlord; Interest. Upon a Default by Tenant hereunder, Landlord may, without waiving or releasing any obligation of Tenant hereunder, make such payment or perform such act. All sums so paid or incurred by Landlord, together with interest thereon, from the date such sums were paid or incurred, at the annual rate equal to 12% per annum or the highest rate permitted by law (the “Default Rate”), whichever is less, shall be payable to Landlord on demand as Additional Rent. Nothing herein shall be construed to create or impose a duty on Landlord to mitigate any damages resulting from Tenant’s Default hereunder.

(b) Late Payment Rent. Late payment by Tenant to Landlord of Rent and other sums due will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult and impracticable to ascertain. Such costs include, but are not limited to, processing and accounting charges and late charges which may be imposed on Landlord under any Mortgage covering the Premises. Therefore, if any installment of Rent due from Tenant is not received by Landlord within 5 days after the date such payment is due, Tenant shall pay to Landlord an additional sum of 6% of the overdue Rent as a late charge. Notwithstanding the foregoing, before assessing a late charge the first time in any calendar year, Landlord shall provide Tenant written notice of the delinquency and will waive the right if Tenant pays such delinquency within 5 days thereafter. The parties agree that this late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. In addition to the late charge, Rent not paid when due shall bear interest at the Default Rate from the 5th day after the date due until paid.

(c) Remedies. Upon the occurrence of a Default, Landlord, at its option, without further notice or demand to Tenant, shall have in addition to all other rights and remedies provided in this Lease, at law or in equity, the option to pursue any one or more of the following remedies, each and all of which shall be cumulative and nonexclusive, without any notice or demand whatsoever. No cure in whole or in part of such Default by Tenant after Landlord has taken any action beyond giving Tenant notice of such Default to pursue any remedy provided for herein (including retaining counsel to file an action or otherwise pursue any remedies) shall in any way affect Landlord’s right to pursue such remedy or any other remedy provided Landlord herein or under law or in equity, unless Landlord, in its sole discretion, elects to waive such Default.

(i) This Lease and the Term and estate hereby granted are subject to the limitation that whenever a Default shall have happened and be continuing, Landlord shall have the right, at its election, then or thereafter while any such Default shall continue and notwithstanding the fact that Landlord may have some other remedy hereunder or at law or in equity, to give Tenant written notice of Landlord’s intention to terminate this Lease on a date specified in such notice, which date shall be not less than 10 days after the giving of such notice, and upon the date so specified, this Lease and the estate hereby granted shall expire and terminate with the same force and effect as if the date specified in such notice were the date hereinbefore fixed for the expiration of this Lease, and all right of Tenant hereunder shall expire and terminate, and Tenant shall be liable as hereinafter in this Section 21(c) provided. If any such notice is given, Landlord shall have, on such date so specified, the right of re-entry

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and possession of the Premises and the right to remove all persons and property therefrom and to store such property in a warehouse or elsewhere at the risk and expense, and for the account, of Tenant. Should Landlord elect to re-enter as herein provided or should Landlord take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may from time to time re-let the Premises or any part thereof for such term or terms and at such rental or rentals and upon such terms and conditions as Landlord may deem advisable, with the right to make commercially reasonable alterations in and repairs to the Premises.

(ii) In the event of any termination by Landlord of this Lease as in this Section 21 provided or as required or permitted by law or in equity, Tenant shall forthwith quit and surrender the Premises to Landlord, and Landlord may, without further notice, enter upon, re-enter, possess and repossess the same by summary proceedings, ejectment or otherwise, and again have, repossess and enjoy the same as if this Lease had not been made, and in any such event Tenant and no person claiming through or under Tenant by virtue of any law or an order of any court shall be entitled to possession or to remain in possession of the Premises. Landlord, at its option, notwithstanding any other provision of this Lease, shall be entitled to recover from Tenant, as and for liquidated damages, the sum of:

(A) all Base Rent, Additional Rent and other amounts payable by Tenant hereunder then due or accrued and unpaid; and

(B) the amount equal to the aggregate of all unpaid Base Rent and Additional Rent which would have been payable if this Lease had not been terminated prior to the end of the Term then in effect, discounted to its then present value in accordance with accepted financial practice using a rate of 5% per annum, for loss of the bargain; and

(C) all other damages and expenses (including attorneys’ fees and expenses), if any, which Landlord shall have sustained by reason of the breach of any provision of this Lease; less

(D) the net proceeds of any re-letting actually received by Landlord and the amount of damages which Tenant proves could have been avoided had Landlord taken reasonable steps to mitigate its damages.

(iii) Nothing herein contained shall limit or prejudice the right of Landlord, in any bankruptcy or insolvency proceeding, to prove for and obtain as liquidated damages by reason of such termination an amount equal to the maximum allowed by any bankruptcy or insolvency proceedings, or to prove for and obtain as liquidated damages by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law, but in each case not more than the amount to which Landlord would otherwise be entitled under this Section 21.

(iv) Nothing in this Section 21 shall be deemed to affect the right of either party to indemnifications pursuant to this Lease.

(v) If Landlord terminates this Lease upon the occurrence of a Default, Tenant will quit and surrender the Premises to Landlord or its agents, and Landlord may, without further notice, enter upon, re-enter and repossess the Premises by summary proceedings, ejectment or otherwise. The words “enter”, “re-enter”, and “re-entry” are not restricted to their technical legal meanings.

(vi) If either party shall be in default in the observance or performance of any provision of this Lease, and an action shall be brought for the enforcement thereof, the non-prevailing party shall pay to the prevailing party all reasonable fees, costs and other expenses which may become payable as a result thereof or in connection therewith, including reasonable attorneys’ fees and expenses.

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(vii) If Tenant shall default in the keeping, observance or performance of any covenant, agreement, term, provision or condition herein contained, Landlord, without thereby waiving such default, may perform the same for the account and at the expense of Tenant (a) immediately or at any time thereafter and without notice in the case of emergency or in case such default will result in a violation of any legal or insurance requirements, or in the imposition of any lien against all or any portion of the Premises (but only after Tenant has failed to respond to such lien as permitted by Section 15 within the time period provided in Section 15), and (b) in any other case if such default continues after any applicable notice and cure period provided in Section 21. All reasonable costs and expenses incurred by Landlord in connection with any such performance by it for the account of Tenant and also all reasonable costs and expenses, including attorneys’ fees and disbursements incurred by Landlord in any action or proceeding (including any summary dispossess proceeding) brought by Landlord to enforce any obligation of Tenant under this Lease and/or right of Landlord in or to the Premises, shall be paid by Tenant to Landlord within 10 days after demand.

(viii) Independent of the exercise of any other remedy of Landlord hereunder or under applicable law, Landlord may conduct an environmental test of the Premises as generally described in Section 30(d), at Tenant’s expense, to the extent provided in Section 30(d).

(ix) In the event that Tenant is in breach or Default under this Lease, whether or not Landlord exercises its right to terminate or any other remedy, Tenant shall reimburse Landlord upon demand for any reasonable costs and expenses that Landlord may incur in connection with any such breach or Default, as provided in this Section 21(c). Such costs shall include legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs, expenses, demands and liability, including without limitation, legal fees and costs Landlord shall incur if Landlord shall become or be made a party to any claim or action instituted by Tenant against any third party, or by any third party against Tenant, or by or against any person holding any interest under or using the Premises by license of or agreement with Tenant.

(x) Except as otherwise provided in this Section 21, no right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to any other legal or equitable right or remedy given hereunder, or now or hereafter existing. No waiver of any provision of this Lease shall be deemed to have been made unless expressly so made in writing. Landlord shall be entitled, to the extent permitted by law, to seek injunctive relief in case of the violation, or attempted or threatened violation, of any provision of this Lease, or to seek a decree compelling observance or performance of any provision of this Lease, or to seek any other legal or equitable remedy. Notwithstanding any contrary provision of this Lease, Tenant shall not be liable to Landlord for any indirect, special or consequential damages, arising from a default by Tenant under this Lease; provided that this sentence shall not apply to Landlord’s damages (x) as expressly provided for in Section 8, and/or (y) in connection with Tenant’s obligations as more fully set forth in Section 30. In no event shall the foregoing limit the damages to which Landlord is entitled under this Section 21 including, without limitation, the liquidated damages provided for in Section 21(c)(ii).

22. Assignment and Subletting.

(a) General Prohibition. Except as provided in Section 22(b) below, without Landlord’s prior written consent subject to and on the conditions described in this Section 22, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 25% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22.

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(b) Permitted Transfers. If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the Premises other than pursuant to a Permitted Assignment (as defined below), then at least 15 business days, but not more than 60 business days, before the date Tenant desires the assignment or sublease to be effective (the “Assignment Date”), Tenant shall give Landlord a notice (the “Assignment Notice”) containing such information about the proposed assignee or sublessee, including the proposed use of the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed assignment or sublease in its final form, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving written notice to Tenant within 15 business days after receipt of the Assignment Notice: (i) grant such consent (provided that Landlord shall further have the right to review and approve or disapprove the proposed form of sublease prior to the effective date of any such subletting), (ii) refuse such consent, in its reasonable discretion; or (iii) terminate this Lease with respect to the space described in the Assignment Notice as of the Assignment Date (an “Assignment Termination”). Among other reasons, it shall be reasonable for Landlord to withhold its consent in any of these instances: (1) the proposed assignee or subtenant is a governmental agency; (2) in Landlord’s reasonable judgment, the use of the Premises by the proposed assignee or subtenant would entail any alterations that would lessen the value of the leasehold improvements in the Premises, or would require increased services by Landlord; (3) in Landlord’s reasonable judgment, the proposed assignee or subtenant is engaged in areas of scientific research or other business concerns that are controversial such that they may (i) attract or cause negative publicity for or about the Building or the Project, (ii) negatively affect the reputation of the Building, the Project or Landlord, (iii) attract protestors to the Building or the Project, or (iv) lessen the attractiveness of the Building or the Project to any tenants or prospective tenants, purchasers or lenders; (4) in Landlord’s reasonable judgment, the proposed assignee or subtenant lacks the creditworthiness to support the financial obligations it will incur under the proposed assignment or sublease; (5) in Landlord’s reasonable judgment, the character, reputation, or business of the proposed assignee or subtenant is inconsistent with the desired tenant-mix or the quality of other tenancies in the Project or is inconsistent with the type and quality of the nature of the Building; (6) Landlord has received from any prior landlord to the proposed assignee or subtenant a negative report concerning such prior landlord’s experience with the proposed assignee or subtenant; (7) Landlord has experienced previous defaults by or is in litigation with the proposed assignee or subtenant; (8) the use of the Premises by the proposed assignee or subtenant will violate any applicable Legal Requirement; (9) the proposed assignee or subtenant, or any entity that, directly or indirectly, controls, is controlled by, or is under common control with the proposed assignee or subtenant, is then an occupant of the Project, provided that there is space in the Project available to accommodate such assignee or subtenant on substantially similar terms; (10) the proposed assignee or subtenant is an entity with whom Landlord is negotiating to lease space in the Project; or (11) the assignment or sublease is prohibited by Landlord’s lender pursuant to the terms of then existing loan documents. If Landlord delivers notice of its election to exercise an Assignment Termination, Tenant shall have the right to withdraw such Assignment Notice by written notice to Landlord of such election within 5 business days after Landlord’s notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of the Assignment Date with respect to the space described in such Assignment Notice. No failure of Landlord to exercise any such option to terminate this Lease, or to deliver a timely notice in response to the Assignment Notice, shall be deemed to be Landlord’s consent to the proposed assignment, sublease or other transfer. Tenant shall pay to Landlord a fee equal to One Thousand Five Hundred Dollars ($1,500) in connection with its consideration of any Assignment Notice and/or its preparation or review of any consent documents. Notwithstanding the foregoing, Landlord’s consent to an assignment of this Lease or a subletting of any portion of the Premises to any entity controlling, controlled by or under common control with Tenant (a “Control Permitted Assignment”) shall not be required, provided that

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Landlord shall have the right to approve the form of any such sublease or assignment. In addition, Tenant shall have the right to assign this Lease, upon 30 days prior written notice to Landlord but without obtaining Landlord’s prior written consent, to a corporation or other entity which is a successor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by the purchase of all or substantially all of the assets or the ownership interests of Tenant provided that (i) such merger or consolidation, or such acquisition or assumption, as the case may be, is for a legitimate business purpose and not principally for the purpose of transferring the Lease, and (ii) the net worth (as determined in accordance with generally accepted accounting principles (“GAAP”)) of the assignee immediately following the assignment is not less than the greater of the net worth (as determined in accordance with GAAP) of Tenant as of (A) the Commencement Date, or (B) as of the date of Tenant’s most current quarterly or annual financial statements, and (iii) such assignee shall agree in writing to assume all of the terms, covenants and conditions of this Lease (a “Corporate Permitted Assignment”). Control Permitted Assignments and Corporate Permitted Assignments are hereinafter referred to as “Permitted Assignments.”

(c) Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require:

(i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and

(ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

(d) No Release of Tenant, Sharing of Excess Rents. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant’s obligations under this Lease shall at all times remain fully and primarily responsible and liable for the payment of Rent and for compliance with all of Tenant’s other obligations under this Lease. If the Rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto in any form) exceeds the rental payable under this Lease, (excluding however, any Rent payable under this Section)(“Excess Rent”), then Tenant shall be bound and obligated to pay Landlord as Additional Rent hereunder 50% of such Excess Rent within 10 days following receipt thereof by Tenant. If Tenant shall sublet the Premises or any part thereof, Tenant hereby immediately and irrevocably assigns to Landlord, as security for Tenant’s obligations under this Lease, all rent from any such subletting, and Landlord as assignee and as attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord’s application, may collect such rent and apply it toward Tenant’s obligations under this Lease; except that, until the occurrence of a Default, Tenant shall have the right to collect such rent.

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(e) No Waiver. The consent by Landlord to an assignment or subletting shall not relieve Tenant or any assignees of this Lease or any sublessees of the Premises from obtaining the consent of Landlord to any further assignment or subletting nor shall it release Tenant or any assignee or sublessee of Tenant from full and primary liability under the Lease. The acceptance of Rent hereunder, or the acceptance of performance of any other term, covenant, or condition thereof, from any other person or entity shall not be deemed to be a waiver of any of the provisions of this Lease or a consent to any subletting, assignment or other transfer of the Premises.

(f) Prior Conduct of Proposed Transferee. Notwithstanding any other provision of this Section 22, if (i) the proposed assignee or sublessee of Tenant has been required by any prior landlord, lender or Governmental Authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject to an enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required reporting to any Governmental Authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Landlord would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Landlord shall have the absolute right to refuse to consent to any assignment or subletting to any such party.

23. Estoppel Certificate. Tenant shall, within 10 business days of written notice from Landlord, execute, acknowledge and deliver a statement in writing in any form reasonably requested by a proposed lender or purchaser, (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified is in full force and effect) and the dates to which the rental and other charges are paid in advance, if any, (ii) acknowledging that there are not any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed, and (iii) setting forth such further information with respect to the status of this Lease or the Premises as may be requested thereon. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the real property of which the Premises are a part. Tenant’s failure to deliver such statement within such time shall, at the option of Landlord, constitute a Default under this Lease and, in any event, be conclusive upon Tenant that the Lease is in full force and effect and without modification except as may be represented by Landlord in any certificate prepared by Landlord and delivered to Tenant for execution.

24. Quiet Enjoyment. So long as Tenant is not in Default under this Lease, Tenant shall, subject to the terms of this Lease, at all times during the Term, have peaceful and quiet enjoyment of the Premises against any person claiming by, through or under Landlord.

25. Prorations. All prorations required or permitted to be made hereunder shall be made on the basis of a 360 day year and 30 day months.

26. Rules and Regulations. Tenant shall, at all times during the Term and any extension thereof, comply with all reasonable rules and regulations at any time or from time to time established by Landlord covering use of the Premises and the Project. The current rules and regulations are attached hereto as Exhibit E. If there is any conflict between said rules and regulations and other provisions of this Lease, the terms and provisions of this Lease shall control. Landlord shall not have any liability or obligation for the breach of any rules or regulations by other tenants in the Project and shall not enforce such rules and regulations in a discriminatory manner.

27. Subordination. This Lease and Tenant’s interest and rights hereunder are hereby made and shall be subject and subordinate at all times to the lien of any Mortgage now existing or hereafter created on or against the Project or the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of any further instrument or act on the part of Tenant; provided, however that so long as there is no Default

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hereunder, Tenant’s right to possession of the Premises shall not be disturbed by the Holder of any such Mortgage. Tenant agrees, at the election of the Holder of any such Mortgage, to attorn to any such Holder. Tenant agrees upon demand to execute, acknowledge and deliver such instruments, confirming such subordination, and such instruments of attornment as shall be requested by any such Holder, provided any such instruments contain appropriate non-disturbance provisions assuring Tenant’s quiet enjoyment of the Premises as set forth in Section 24 hereof. Notwithstanding the foregoing, any such Holder may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution, delivery or recording and in that event such Holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such Mortgage and had been assigned to such Holder. The term “Mortgage” whenever used in this Lease shall be deemed to include deeds of trust, security assignments, ground leases or other superior leases and any other encumbrances, and any reference to the “Holder” of a Mortgage shall be deemed to include the beneficiary under a deed of trust. As of the date of this Lease, there is no existing Mortgage encumbering the Project.

28. Surrender. Upon the expiration of the Term or earlier termination of Tenant’s right of possession, Tenant shall surrender the Premises to Landlord in the same condition as received, subject to any Alterations or Installations permitted by Landlord to remain in the Premises, free of Hazardous Materials brought upon, kept, used, stored, handled, treated, generated in, or released or disposed of from, the Premises by any person other than a Landlord Party (collectively, “Tenant HazMat Operations”) and released of all Hazardous Materials Clearances, broom clean, ordinary wear and tear and casualty loss and condemnation covered by Sections 18 and 19 excepted. At least 3 months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any Governmental Authority) to be taken by Tenant in order to surrender the Premises (including any Installations permitted by Landlord to remain in the Premises) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant HazMat Operations and otherwise released for unrestricted use and occupancy (the “Surrender Plan”). Such Surrender Plan shall be accompanied by a current listing of (i) all Hazardous Materials licenses and permits held by or on behalf of any Tenant Party with respect to the Premises, and (ii) all Hazardous Materials used, stored, handled, treated, generated, released or disposed of from the Premises, and shall be subject to the review and approval of Landlord’s environmental consultant, which approval shall not be unreasonably withheld, conditioned or delayed. In connection with the review and approval of the Surrender Plan, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such additional non-proprietary information concerning Tenant HazMat Operations as Landlord shall request. On or before such surrender, Tenant shall deliver to Landlord evidence that the approved Surrender Plan shall have been satisfactorily completed and Landlord shall have the right, subject to reimbursement at Tenant’s expense as set forth below, to cause Landlord’s environmental consultant to inspect the Premises and perform such additional procedures as may be deemed reasonably necessary to confirm that the Premises are, as of the effective date of such surrender or early termination of the Lease, free from any residual impact from Tenant HazMat Operations. Tenant shall reimburse Landlord, as Additional Rent, for the actual reasonable out-of pocket expense incurred by Landlord for Landlord’s environmental consultant to review and approve the Surrender Plan and to visit the Premises and verify satisfactory completion of the same, which cost shall not exceed $5,000. Landlord shall have the unrestricted right to deliver such Surrender Plan and any report by Landlord’s environmental consultant with respect to the surrender of the Premises to third parties.

If Tenant shall fail to prepare or submit a Surrender Plan approved by Landlord, or if Tenant shall fail to complete the approved Surrender Plan, or if such Surrender Plan, whether or not approved by Landlord, shall fail to adequately address any residual effect of Tenant HazMat Operations in, on or about the Premises, Landlord shall have the right to take such actions as Landlord may reasonably deem reasonable or appropriate to assure that the Premises and the Project are surrendered free from any residual impact from Tenant HazMat Operations, the reasonable cost of which actions shall be reimbursed by Tenant as Additional Rent, without regard to the limitation set forth in the first paragraph of this Section 28.

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Upon the expiration of the Term or earlier termination of Tenant’s right of possession, Tenant shall immediately return to Landlord all keys and/or access cards to parking, the Project, restrooms or all or any portion of the Premises furnished to or otherwise procured by Tenant. If any such access card or key is lost, Tenant shall pay to Landlord, at Landlord’s election, either the cost of replacing such lost access card or key or the cost of reprogramming the access security system in which such access card was used or changing the lock or locks opened by such lost key. Any Tenant’s Property, Alterations and property not so removed by Tenant as permitted or required herein shall be deemed abandoned and may be stored, removed, and disposed of by Landlord at Tenant’s expense, and Tenant waives all claims against Landlord for any damages resulting from Landlord’s retention and/or disposition of such property. All obligations of Tenant hereunder not fully performed as of the termination of the Term, including the obligations of Tenant under Section 30 hereof, shall survive the expiration or earlier termination of the Term, including, without limitation, indemnity obligations, payment obligations with respect to Rent and obligations concerning the condition and repair of the Premises.

29. Waiver of Jury Trial. TENANT AND LANDLORD WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN LANDLORD AND TENANT ARISING OUT OF THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO.

30. Environmental Requirements.

(a) Prohibition/Compliance/Indemnity. Tenant shall not cause or permit any Hazardous Materials (as hereinafter defined) to be brought upon, kept, used, stored, handled, treated, generated in or about, or released or disposed of from, the Premises or the Project in violation of applicable Environmental Requirements (as hereinafter defined) by Tenant or any Tenant Party. If Tenant breaches the obligation stated in the preceding sentence, or if the presence of Hazardous Materials in the Premises during the Term or any holding over results in contamination of the Premises, the Project or any adjacent property or if contamination of the Premises, the Project or any adjacent property by Hazardous Materials brought into, kept, used, stored, handled, treated, generated in or about, or released or disposed of from, the Premises by anyone other than Landlord and Landlord’s employees, agents and contractors otherwise occurs during the Term or any holding over, Tenant hereby indemnifies and shall defend and hold Landlord, its officers, directors, employees, agents and contractors harmless from any and all actions (including, without limitation, remedial or enforcement actions of any kind, administrative or judicial proceedings, and orders or judgments arising out of or resulting therefrom), costs, claims, damages (including, without limitation, punitive damages and damages based upon diminution in value of the Premises or the Project, or the loss of, or restriction on, use of the Premises or any portion of the Project), expenses (including, without limitation, reasonable attorneys’, consultants’ and experts’ fees, court costs and amounts paid in settlement of any claims or actions), fines, forfeitures or other civil, administrative or criminal penalties, injunctive or other relief (whether or not based upon personal injury, property damage, or contamination of, or adverse effects upon, the environment, water tables or natural resources), liabilities or losses (collectively, “Environmental Claims”) which arise during or after the Term as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs reasonably incurred in connection with any investigation of site conditions or any cleanup, treatment, remedial, removal, or restoration work required by any federal, state or local Governmental Authority because of Hazardous Materials present in the air, soil or ground water above, on, or under the Premises. Without limiting the foregoing, if the presence of any Hazardous Materials on the Premises, the Building, the Project or any adjacent property caused or permitted by Tenant or any Tenant Party results in any contamination of the Premises, the Building, the Project or any adjacent property, Tenant shall promptly take all actions at its sole expense and in accordance with applicable Environmental Requirements as are necessary to return the Premises, the Building, the Project or any adjacent property to the condition existing prior to the time of such contamination, provided that Landlord’s approval of such action shall first be obtained, which approval shall not unreasonably be withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises, the Building or the Project. Notwithstanding anything to the contrary contained in this Section 30, Tenant shall not be responsible for, and the indemnification and hold harmless obligation set forth in this

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paragraph shall not apply to (i) contamination in the Premises which Tenant can prove existed in the Premises immediately prior to the Commencement Date, (ii) the presence of any Hazardous Materials in the Premises which Tenant can prove migrated from outside of the Premises into the Premises, or (iii) contamination caused by Landlord or any Landlord’s employees, agents and contractors, unless in any case the presence of such Hazardous Materials (x) is the result of a breach by Tenant of any of its obligations under this Lease, or (y) was caused, contributed to or exacerbated by Tenant or any Tenant Party.

Prior to the Commencement Date, Landlord shall, subject to Landlord’s standard non-reliance letter, deliver to Tenant copies of the surrender reports delivered to Landlord by the prior occupant of the Premises.

(b) Business. Landlord acknowledges that it is not the intent of this Section 30 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored according to all then applicable Environmental Requirements. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises (“Hazardous Materials List”). Tenant shall deliver to Landlord an updated Hazardous Materials List at least once a year and shall also deliver an updated list before any new Hazardous Material is brought onto, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises. Tenant shall deliver to Landlord true and correct copies of the following documents (the “Haz Mat Documents”) relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials prior to the Commencement Date, or if unavailable at that time, concurrent with the receipt from or submission to a Governmental Authority: permits; approvals; reports and correspondence; storage and management plans, notice of violations of any Legal Requirements; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given Tenant its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks; and a Surrender Plan (to the extent surrender in accordance with Section 28 cannot be accomplished in 3 months). Tenant is not required, however, to provide Landlord with any portion(s) of the Haz Mat Documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities. It is not the intent of this Section to provide Landlord with information which could be detrimental to Tenant’s business should such information become possessed by Tenant’s competitors.

(c) Tenant Representation and Warranty. Tenant hereby represents and warrants to Landlord that (i) neither Tenant nor any of its legal predecessors has been required by any prior landlord, lender or Governmental Authority at any time to take remedial action in connection with Hazardous Materials contaminating a property which contamination was permitted by Tenant of such predecessor or resulted from Tenant’s or such predecessor’s action or use of the property in question, and (ii) Tenant is not subject to any enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required reporting to any Governmental Authority). If Landlord determines that this representation and warranty was not true as of the date of this lease, Landlord shall have the right to terminate this Lease in Landlord’s sole and absolute discretion.

(d) Testing. Landlord shall have the right to conduct annual tests of the Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the reasonable cost of such annual test of the Premises; provided, however, that if Tenant conducts its own tests of the Premises using third party contractors and test

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procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for by Tenant. In addition, at any time, and from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the costs of such tests (which shall not constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, non-confidential reports and tests of the Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have against Tenant.

(e) Underground Tanks. If underground or other storage tanks storing Hazardous Materials located on the Premises or the Project are used by Tenant or are hereafter placed on the Premises or the Project by Tenant, Tenant shall install, use, monitor, operate, maintain, upgrade and manage such storage tanks, maintain appropriate records, obtain and maintain appropriate insurance, implement reporting procedures, properly close any underground storage tanks, and take or cause to be taken all other actions necessary or required under applicable state and federal Legal Requirements, as such now exists or may hereafter be adopted or amended in connection with the installation, use, maintenance, management, operation, upgrading and closure of such storage tanks.

(f) Tenant’s Obligations. Tenant’s obligations under this Section 30 shall survive the expiration or earlier termination of the Lease. During any period of time after the expiration or earlier termination of this Lease required by Tenant or Landlord to complete the removal from the Premises of any Hazardous Materials (including, without limitation, the release and termination of any licenses or permits restricting the use of the Premises and the completion of the approved Surrender Plan), Tenant shall continue to pay the full Rent in accordance with this Lease for any portion of the Premises not relet by Landlord in Landlord’s sole discretion, which Rent shall be prorated daily.

(g) Definitions. As used herein, the term “Environmental Requirements” means all applicable present and future statutes, regulations, ordinances, rules, codes, judgments, orders or other similar enactments of any Governmental Authority regulating or relating to health, safety, or environmental conditions on, under, or about the Premises or the Project, or the environment, including without limitation, the following: the Comprehensive Environmental Response, Compensation and Liability Act; the Resource Conservation and Recovery Act; and all state and local counterparts thereto, and any regulations or policies promulgated or issued thereunder. As used herein, the term “Hazardous Materials” means and includes any substance, material, waste, pollutant, or contaminant listed or defined as hazardous or toxic, or regulated by reason of its impact or potential impact on humans, animals and/or the environment under any Environmental Requirements, asbestos and petroleum, including crude oil or any fraction thereof, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas). As defined in Environmental Requirements, Tenant is and shall be deemed to be the “operator” of Tenant’s “facility” and the “owner” of all Hazardous Materials brought on the Premises by Tenant or any Tenant Party, and the wastes, by-products, or residues generated, resulting, or produced therefrom.

31. Tenant’s Remedies/Limitation of Liability. Landlord shall not be in default hereunder unless Landlord fails to perform any of its obligations hereunder within 30 days after written notice from Tenant specifying such failure (unless such performance will, due to the nature of the obligation, require a period of time in excess of 30 days, then after such period of time as is reasonably necessary). Upon any default by Landlord, Tenant shall give notice by registered or certified mail to any Holder of a Mortgage covering the Premises and to any landlord of any lease of property in or on which the Premises are located and Tenant shall offer such Holder and/or landlord a reasonable opportunity to cure the default,

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including time to obtain possession of the Project by power of sale or a judicial action if such should prove necessary to effect a cure; provided Landlord shall have furnished to Tenant in writing the names and addresses of all such persons who are to receive such notices. All obligations of Landlord hereunder shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided in this Lease, Tenant may not terminate this Lease for breach of Landlord’s obligations hereunder.

All obligations of Landlord under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter. The term “Landlord” in this Lease shall mean only the owner for the time being of the Premises. Upon the transfer by such owner of its interest in the Premises, such owner shall thereupon be released and discharged from all obligations of Landlord thereafter accruing, but such obligations shall be binding during the Term upon each new owner for the duration of such owner’s ownership.

32. Inspection and Access. Landlord and its agents, representatives, and contractors may enter the Premises at any reasonable time on not less than 24 hours advance written notice (except in the case of emergencies in which case no such notice shall be required and such entry may be at any time) to inspect the Premises and to make such repairs as may be required or permitted pursuant to this Lease and for any other business purpose. Landlord and Landlord’s representatives may enter the Premises during business hours on not less than 48 hours advance written notice (except in the case of emergencies in which case no such notice shall be required and such entry may be at any time) for the purpose of showing the Premises to prospective purchasers and, during the last year of the Term, to prospective tenants or for any other business purpose. Landlord may erect a suitable sign on the Premises stating that the Project is available for sale and, during the last year of the Term, that the Premises are available to let. Landlord may grant easements, make public dedications, designate Common Areas and create restrictions on or about the Premises, provided that no such easement, dedication, designation or restriction materially, adversely affects Tenant’s use or occupancy of the Premises for the Permitted Use. At Landlord’s request, Tenant shall execute such instruments as may be necessary for such easements, dedications or restrictions. Tenant shall at all times, except in the case of emergencies, have the right to escort Landlord or its agents, representatives, contractors or guests while the same are in the Premises, provided such escort does not materially and adversely affect Landlord’s access rights hereunder.

33. Security. Landlord shall provide to Tenant all keys and access cards necessary, as reasonably determined by Landlord, for access to the Building and the Premises, in such quantity(ies) as Tenant may reasonably request. Tenant agrees that Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the Premises or any other breach of security with respect to the Premises. Tenant shall be solely responsible for the personal safety of Tenant’s officers, employees, agents, contractors, guests and invitees while any such person is in, on or about the Premises and/or the Project. Tenant shall at Tenant’s cost obtain insurance coverage to the extent Tenant desires protection against such criminal acts.

34. Force Majeure. Except for the payment of Rent, neither Landlord nor Tenant shall be held responsible or liable for delays in the performance of its obligations hereunder when caused by, related to, or arising out of acts of God, sinkholes or subsidence, strikes, lockouts, or other labor disputes, embargoes, quarantines, weather, national, regional, or local disasters, calamities, or catastrophes, inability to obtain labor or materials (or reasonable substitutes therefor) at reasonable costs or failure of, or inability to obtain, utilities necessary for performance, governmental restrictions, orders, limitations, regulations, or controls, national emergencies, delay in issuance or revocation of permits, enemy or hostile governmental action, terrorism, insurrection, riots, civil disturbance or commotion, fire or other casualty, and other causes or events beyond their reasonable control (“Force Majeure”).

35. Brokers. Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent or other person (collectively, “Broker”) in connection with this transaction and that no Broker brought about this transaction, other than Cushman & Wakefield. Landlord and Tenant each hereby agree to indemnify and hold the other harmless from and against any claims by any Broker, other

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than the broker, if any named in this Section 35, claiming a commission or other form of compensation by virtue of having dealt with Tenant or Landlord, as applicable, with regard to this leasing transaction. Landlord shall be responsible for all commissions due to Cushman & Wakefield arising out of the execution of this Lease in accordance with the terms of a separate written agreement between Cushman & Wakefield and Landlord.

36. Limitation on Landlord’s Liability. NOTWITHSTANDING ANYTHING SET FORTH HEREIN OR IN ANY OTHER AGREEMENT BETWEEN LANDLORD AND TENANT TO THE CONTRARY: (A) LANDLORD SHALL NOT BE LIABLE TO TENANT OR ANY OTHER PERSON FOR (AND TENANT AND EACH SUCH OTHER PERSON ASSUME ALL RISK OF) LOSS, DAMAGE OR INJURY, WHETHER ACTUAL OR CONSEQUENTIAL TO: TENANT’S PERSONAL PROPERTY OF EVERY KIND AND DESCRIPTION, INCLUDING, WITHOUT LIMITATION TRADE FIXTURES, EQUIPMENT, INVENTORY, SCIENTIFIC RESEARCH, SCIENTIFIC EXPERIMENTS, LABORATORY ANIMALS, PRODUCT, SPECIMENS, SAMPLES, AND/OR SCIENTIFIC, BUSINESS, ACCOUNTING AND OTHER RECORDS OF EVERY KIND AND DESCRIPTION KEPT AT THE PREMISES AND ANY AND ALL INCOME DERIVED OR DERIVABLE THEREFROM; (B) THERE SHALL BE NO PERSONAL RECOURSE TO LANDLORD FOR ANY ACT OR OCCURRENCE IN, ON OR ABOUT THE PREMISES OR ARISING IN ANY WAY UNDER THIS LEASE OR ANY OTHER AGREEMENT BETWEEN LANDLORD AND TENANT WITH RESPECT TO THE SUBJECT MATTER HEREOF AND ANY LIABILITY OF LANDLORD HEREUNDER SHALL BE STRICTLY LIMITED SOLELY TO LANDLORD’S INTEREST IN THE PROJECT OR ANY PROCEEDS FROM SALE OR CONDEMNATION THEREOF AND ANY INSURANCE PROCEEDS PAYABLE IN RESPECT OF LANDLORD’S INTEREST IN THE PROJECT OR IN CONNECTION WITH ANY SUCH LOSS; AND (C) IN NO EVENT SHALL ANY PERSONAL LIABILITY BE ASSERTED AGAINST LANDLORD IN CONNECTION WITH THIS LEASE NOR SHALL ANY RECOURSE BE HAD TO ANY OTHER PROPERTY OR ASSETS OF LANDLORD OR ANY OF LANDLORD’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS. UNDER NO CIRCUMSTANCES SHALL LANDLORD OR ANY OF LANDLORD’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS BE LIABLE FOR INJURY TO TENANT’S BUSINESS OR FOR ANY LOSS OF INCOME OR PROFIT THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER TENANT’S OFFICERS, DIRECTORS, TRUSTEES, AGENTS OR EMPLOYEES SHALL EVER HAVE ANY PERSONAL LIABILITY FOR THE OBLIGATIONS OF TENANT HEREUNDER AND IN NO EVENT SHALL ANY PERSONAL LIABILITY BE ASSERTED AGAINST ANY OF TENANT’S OFFICERS, DIRECTORS, TRUSTEES, AGENTS OR EMPLOYEES FOR ANY OBLIGATION UNDER THIS LEASE.

37. Severability. If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws, then and in that event, it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby. It is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there be added, as a part of this Lease, a clause or provision as similar in effect to such illegal, invalid or unenforceable clause or provision as shall be legal, valid and enforceable.

38. Signs; Exterior Appearance. Tenant shall not, without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s reasonable discretion: (i) attach any awnings, exterior lights, decorations, balloons, flags, pennants, banners, painting or other projection to any outside wall of the Project, (ii) use any curtains, blinds, shades or screens other than Landlord’s standard window coverings, (iii) coat or otherwise sunscreen the interior or exterior of any windows, (iv) place any bottles, parcels, or other articles on the window sills, (v) place any equipment, furniture or other items of personal property on any exterior balcony, or (vi) paint, affix or exhibit on any part of the Premises or the Project any signs, notices, window or door lettering, placards, decorations, or advertising media of any type which can be viewed from the exterior of the Premises. Interior signs on the floors on which the Premises are located and the directory tablet shall be inscribed, painted or affixed for Tenant by Landlord at the sole cost and expense of Landlord, and shall be of a size, color and type acceptable to Landlord. Nothing may be placed on the exterior of corridor walls or corridor doors other than Landlord’s standard lettering. The directory tablet shall be provided exclusively for the display of the name and location of tenants.

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39. Right to Extend Term. Tenant shall have the right to extend the Term of the Lease upon the following terms and conditions:

(a) Extension Rights. Tenant shall have 1 right (the “Extension Right”) to extend the term of this Lease for 5 years (the “Extension Term”) on the same terms and conditions as this Lease (other than Base Rent and the Work Letter) by giving Landlord written notice of its election to exercise the Extension Right (“Election Notice”) in accordance with the terms of this Section 39(a).

Upon the commencement of the Extension Term, Base Rent shall be payable at the Market Rate (as defined below). Base Rent shall thereafter be adjusted on each annual anniversary of the commencement of such Extension Term by a percentage as determined by Landlord and agreed to by Tenant at the time the Market Rate is determined. As used herein, “Market Rate” shall mean the rate that comparable landlords of comparable buildings have accepted in current transactions from non-equity (i.e., not being offered equity in the buildings) and nonaffiliated tenants of similar financial strength for space of comparable size, quality (including all Tenant Improvements, Alterations and other improvements) and floor height in Class A laboratory/office buildings in the vicinity of the Project for a comparable term, with the determination of the Market Rate to take into account all relevant factors, including tenant inducements, views, project amenities, parking costs, leasing commissions, allowances or concessions, if any. Notwithstanding the foregoing, the Market Rate shall in no event be less than the average Base Rent payable during the Base Term.

Tenant shall exercise its Extension Right, if at all, as follows: (i) Tenant shall deliver written notice to Landlord (the “Interest Notice”) not more than 12 months nor less than 10 months prior to the expiration of the Base Term of this Lease stating that Tenant may be interested in exercising its Extension Right; (ii) Landlord shall deliver written notice (the “Option Rent Notice”) to Tenant within 30 days after Landlord’s receipt of the Interest Notice setting forth Landlord’s good faith determination of the Market Rate; and (iii) if Tenant wishes to exercise its Extension Right, Tenant shall, on or before the later of (A) the date which is 9 months prior to the expiration of the Base Term of this Lease, and (B) the date which is 10 business days after Tenant’s receipt of the Option Rent Notice from Landlord (such later date, the “Exercise Date”), exercise its Extension Right by delivering an Election Notice to Landlord. Concurrently with Tenant’s delivery of the Election Notice to Landlord, Tenant may object, in writing (the “Objection Notice”), to Landlord’s determination of the Market Rate set forth in the Option Rent Notice, in which event such Market Rate shall be determined by arbitration pursuant to Section 39(b) below). If Tenant does not deliver an Objection Notice pursuant to the immediately preceding sentence, Tenant shall be deemed to have accepted Landlord’s determination of Market Rent. Tenant acknowledges and agrees that, if Tenant has delivered an Election Notice to Landlord pursuant to this paragraph, Tenant shall have no right thereafter to rescind such Election Notice or elect not to extend the term of this Lease for the Extension Term subject to the Election Notice.

(b) Arbitration.

(i) Within 10 days of Tenant’s notice to Landlord of its election (or deemed election) to arbitrate Market Rate and escalations, each party shall deliver to the other a proposal containing the Market Rate and escalations that the submitting party believes to be correct (“Extension Proposal”). If either party fails to timely submit an Extension Proposal, the other party’s submitted proposal shall determine the Base Rent and escalations for the Extension Term. If both parties submit Extension Proposals, then Landlord and Tenant shall meet within 7 days after delivery of the last Extension Proposal and make a good faith attempt to mutually appoint a single Arbitrator (and defined below) to determine the Market Rate and escalations. If Landlord and Tenant are unable to agree upon a single Arbitrator, then each shall, by written notice delivered to the other within 10 days after the meeting, select an Arbitrator. If either party fails to timely give notice of its selection for an Arbitrator, the other party’s submitted proposal shall determine the Base Rent for the Extension Term. The 2 Arbitrators so appointed shall, within 5 business days after their appointment, appoint a third Arbitrator. If the 2

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Arbitrators so selected cannot agree on the selection of the third Arbitrator within the time above specified, then either party, on behalf of both parties, may request such appointment of such third Arbitrator by application to any state court of general jurisdiction in the jurisdiction in which the Premises are located, upon 10 days prior written notice to the other party of such intent.

(ii) The decision of the Arbitrator(s) shall be made within 30 days after the appointment of a single Arbitrator or the third Arbitrator, as applicable. The decision of the single Arbitrator shall be final and binding upon the parties. The average of the two closest Arbitrators in a three Arbitrator panel shall be final and binding upon the parties. Each party shall pay the fees and expenses of the Arbitrator appointed by or on behalf of such party and the fees and expenses of the third Arbitrator shall be borne equally by both parties. If the Market Rate and escalations are not determined by the first day of the Extension Term, then Tenant shall pay Landlord Base Rent in an amount equal to the Base Rent in effect immediately prior to the Extension Term and increased by the Rent Adjustment Percentage until such determination is made. After the determination of the Market Rate and escalations, the parties shall make any necessary adjustments to such payments made by Tenant. Landlord and Tenant shall then execute an amendment recognizing the Market Rate and escalations for the Extension Term.

(iii) An “Arbitrator” shall be any person appointed by or on behalf of either party or appointed pursuant to the provisions hereof and: (i) shall be (A) a member of the American Institute of Real Estate Appraisers with not less than 10 years of experience in the appraisal of improved office and high tech industrial real estate in the greater Cambridge metropolitan area, or (B) a licensed commercial real estate broker with not less than 15 years experience representing landlords and/or tenants in the leasing of high tech or life sciences space in the greater Cambridge metropolitan area, (ii) devoting substantially all of their time to professional appraisal or brokerage work, as applicable, at the time of appointment and (iii) be in all respects impartial and disinterested.

(c) Rights Personal. The Extension Right is personal to Tenant and is not assignable without Landlord’s consent, which may be granted or withheld in Landlord’s sole discretion separate and apart from any consent by Landlord to an assignment of Tenant’s interest in the Lease.

(d) Exceptions. Notwithstanding anything set forth above to the contrary, the Extension Right shall, at Landlord’s option, not be in effect and Tenant may not exercise the Extension Right:

(i) during any period of time that Tenant is in Default under any provision of this Lease; or

(ii) if Tenant has been in Default under any provision of this Lease 3 or more times, whether or not the Defaults are cured, during the 12 month period immediately prior to the date that Tenant intends to exercise the Extension Right, whether or not the Defaults are cured; or

(iii) if Tenant is not in occupancy of the entire Premises demised hereunder both at the time of the exercise of the Extension Right and at the time of the commencement date of the Extension Term.

(e) No Extensions. The period of time within which the Extension Right may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise the Extension Right.

(f) Termination. The Extension Right shall, at Landlord’s option, terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Extension Right, if, after such exercise, but prior to the commencement date of the Extension Term, (i) Tenant fails to timely cure any default by Tenant under this Lease; or (ii) Tenant has Defaulted 3 or more times during the period from the date of the exercise of the Extension Right to the date of the commencement of the Extension Term, whether or not such Defaults are cured.

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40. Miscellaneous.

(a) Notices. All notices or other communications between the parties shall be in writing and shall be deemed duly given upon delivery or refusal to accept delivery by the addressee thereof if delivered in person, or upon actual receipt if delivered by reputable overnight guaranty courier, addressed and sent to the parties at their addresses set forth above. Landlord and Tenant may from time to time by written notice to the other designate another address for receipt of future notices.

(b) Joint and Several Liability. If and when included within the term “Tenant,” as used in this instrument, there is more than one person or entity, each shall be jointly and severally liable for the obligations of Tenant.

(c) Financial Information. Tenant shall furnish Landlord with true and complete copies of (i) Tenant’s most recent audited annual financial statements within 90 days of the end of each of Tenant’s fiscal years during the Term, (ii) Tenant’s most recent unaudited quarterly financial statements within 45 days of the end of each of Tenant’s first three fiscal quarters of each of Tenant’s fiscal years during the Term, (iii) at Landlord’s request from time to time, updated business plans, including cash flow projections and/or pro forma balance sheets and income statements, (iv) corporate brochures and/or profiles prepared by Tenant for prospective investors, and (v) any other financial information or summaries that Tenant typically provides to its lenders or shareholders. Landlord shall treat Tenant’s financial information as confidential information belonging to Tenant and will not disclose the same to other than on a need-to-know basis to Landlord’s affiliates, legal, financial or tax advisors, consultants, potential lenders and potential purchasers and as required by Legal Requirements. To the extent that Landlord discloses such financial information to any such party in accordance with this Section 40(c), Tenant shall advise such party of the confidential nature of such financial information.

(d) Recordation. Except as provided in this Section 40(d), neither this Lease nor a memorandum of lease shall be filed by or on behalf of Tenant in any public record. Notwithstanding the foregoing, upon Tenant’s request and at Tenant’s sole cost and expense, Landlord shall execute and properly notarize a memorandum of lease prepared by Tenant which memorandum shall contain only the following information and any other additional information that may be required by applicable law: (i) the names of the parties to this Lease and the title of this Lease, (ii) description of the Premises and the Project, and (iii) the Term. Tenant shall file such memorandum of lease, at Tenant’s sole cost, in the local land records. If Tenant fails, after written request from Landlord, to record a termination of the memorandum on the expiration or earlier termination of this Lease, Tenant shall be responsible for any damages suffered by Landlord (from any cause including, without limitation, resulting from any indemnities or certifications which may be made by Landlord in favor of third parties). The provisions of this Section 40(d) shall survive the expiration or earlier termination of this Lease.

(e) Interpretation. The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Lease or any exhibits or amendments hereto. Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. The captions inserted in this Lease are for convenience only and in no way define, limit or otherwise describe the scope or intent of this Lease, or any provision hereof, or in any way affect the interpretation of this Lease.

(f) Not Binding Until Executed. The submission by Landlord to Tenant of this Lease shall have no binding force or effect, shall not constitute an option for the leasing of the Premises, nor confer any right or impose any obligations upon either party until execution of this Lease by both parties.

(g) Limitations on Interest. It is expressly the intent of Landlord and Tenant at all times to comply with applicable law governing the maximum rate or amount of any interest payable on or in connection with this Lease. If applicable law is ever judicially interpreted so as to render usurious any interest called for under this Lease, or contracted for, charged, taken, reserved, or received with respect to this Lease, then it is Landlord’s and Tenant’s express intent that all excess amounts theretofore

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collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be paid in full, refunded to Tenant), and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter collectible hereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder.

(h) Choice of Law. Construction and interpretation of this Lease shall be governed by the internal laws of the state in which the Premises are located, excluding any principles of conflicts of laws.

(i) Time. Time is of the essence as to the performance of each party’s obligations under this Lease.

(j) OFAC. Landlord and Tenant are currently (a) in compliance with and shall at all times during the Term of this Lease remain in compliance with the regulations of the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury and any statute, executive order, or regulation relating thereto (collectively, the “OFAC Rules”), (b) not listed on, and shall not during the term of this Lease be listed on, the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, which are all maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, executive order, or regulation, and (c) not a person or entity with whom a U.S. person is prohibited from conducting business under the OFAC Rules.

(k) Incorporation by Reference. All exhibits and addenda attached hereto are hereby incorporated into this Lease and made a part hereof. If there is any conflict between such exhibits or addenda and the terms of this Lease, such exhibits or addenda shall control.

(l) Entire Agreement. This Lease, including the exhibits attached hereto, constitutes the entire agreement between Landlord and Tenant pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, letters of intent, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements, express or implied, made to either party by the other party in connection with the subject matter hereof except as specifically set forth herein.

(m) No Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installment of Base Rent or any Additional Rent will be other than on account of the earliest stipulated Base Rent and Additional Rent, nor will any endorsement or statement on any check or letter accompanying a check for payment of any Base Rent or Additional Rent be an accord and satisfaction. Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or to pursue any other remedy provided in this Lease.

(n) Hazardous Activities. Notwithstanding any other provision of this Lease, Landlord, for itself and its employees, agents and contractors, reserves the right to refuse to perform any repairs or services in any portion of the Premises which, pursuant to Tenant’s routine safety guidelines, practices or custom or prudent industry practices, require any form of protective clothing or equipment other than safety glasses. In any such case, Tenant shall contract with parties who are acceptable to Landlord, in Landlord’s reasonable discretion, for all such repairs and services, and Landlord shall, to the extent required, equitably adjust Tenant’s Share of Operating Expenses in respect of such repairs or services to reflect that Landlord is not providing such repairs or services to Tenant.

(o) Authority. Each of Landlord and Tenant represents and warrants that the individual or individuals signing this Lease have the power, authority and legal capacity to sign this Lease on behalf of and to bind Landlord or Tenant, as applicable. Landlord represents and warrants that its interest in the Project is that of the ground lessee under that certain Amended and Restated Ground Lease Agreement dated July 27, 2006, and that it has the full power to execute this Lease and lease the Premises as provided in this Lease.

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[ Signatures on next page ]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first above written.

TENANT:
CODIAK BIOSCIENCES, INC.,
a Delaware corporation
By:	/s/ Douglas E. Williams
Its: President and Chief Executive Officer

LANDLORD:
ARE-TECH SQUARE, LLC, a Delaware limited liability company
By:	ARE-MA REGION NO. 31, LLC,
	a Delaware limited liability company, its manager
	By:	ALEXANDRIA REAL ESTATE EQUITIES, L.P., a Delaware limited partnership, managing member
		By:	ARE-QRS CORP.,
			a Maryland corporation, general partner
			By:	/s/ Eric S. Johnson
			Its: Senior Vice President, Legal Affairs

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EXHIBIT A TO LEASE

DESCRIPTION OF PREMISES

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EXHIBIT B TO LEASE

DESCRIPTION OF PROJECT

The following parcels of land in Cambridge, Middlesex County, Massachusetts:

The Registered Land shown as Lots 15,16 and 19 on Land Court Plan No. 30711E, Lot 43 on Land Court Plan No. 30711J and Lots 46 and 47 on Land Court Plan No. 30711K, and

The Unregistered Land shown as Area No. 1, Area No. 2, Area No. 3, Area No. 4, Area No. 5, Area No. 6, Area No. 7, Area No. 8 and Area No. 9 on a plan entitled “Plan of Land and Easements, Cambridge, Mass.” Prepared by Raymond C. Pressey, Inc., dated June 1970 and recorded with the Middlesex South Registry of Deeds in Book 11879, Page 393, Plan 852 (A of 2) of 1970.

Excepting therefrom that portion taken by the Cambridge Redevelopment Authority Eminent Domain Taking dated April 12, 1982 and recorded in Book 14590, Page 221 and that portion taken by the Cambridge Redevelopment Authority Eminent Domain Taking dated January 27, 1983 and recorded in Book 14891, Page 556.

Said parcels are also described as Units 100, 200, 300, 400, 500, 600 and 700 of that certain condominium known as the Technology Square Condominium, as set forth in that certain Master Deed dated November 30, 2000, executed by Technology Square LLC, and recorded with the Registry in Book 32159, at Page 490, and registered with the Land Court as Document No. 1158816, under Certificate of Title No. C404, as the same has been amended by that certain Amendment to Master Deed dated May 28, 2002, and recorded with the Registry as Instrument No. 690 on September 6, 2002, and registered with the Land Court as Document No. 1226564, and as the same has been amended by that certain Second Amendment to Master Deed dated as of November 15, 2002, and recorded with the Registry as Instrument No. 1617 on September 23, 2003, and registered with the Land Court as Document No. 1293465.

Together with the benefit of and subject to the following:

1. Terms and provisions of Reciprocal Easement Agreement dated April 18, 2000 by and between Technology Square LLC and the Charles Stark Draper Laboratory, Inc. recorded in Book 31324, Page 262 and filed as Document No. 1137080, as amended by First Amendment to Reciprocal Easement Agreement dated February 6, 2003 recorded in Book 38441, Page 415 and filed as Document No. 1261130, and as amended by Second Amendment to Reciprocal Easement Agreement dated March 26, 2004 recorded in Book 42362, Page 126 and filed as Document No. 1315537.

2. Terms and provisions of Foundation, Grade Beam and Encroachment Agreement dated March 11, 1975, filed as Document No. 531493, as amended by an Amendment to Foundation Grade Beam and Encroachment Agreement, dated September 1, 1976, filed as Document No. 547840, affecting Lots 19 and 20, as affected by Reciprocal Easement Agreement dated April 18, 2000 recorded in Book 31324, Page 262 and filed as Document No. 1137080, as amended by Amendment to Foundation, Grade Beam and Encroachment Agreement, dated September 1, 1976, filed with the Registry District as Document No. 547840, affecting Lots 19 and 20, as affected by the Reciprocal Easement Agreement.

All as affected by Voluntary Withdrawal from Registration filed January 16, 2008 as Document No. 1462980. For title see Deed in Book 42269, Page 372 and Notice of Lease in Book 42269, Page 395.

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EXHIBIT C TO LEASE

WORK LETTER

THIS WORK LETTER dated             , 20            (this “Work Letter”) is made and entered into by and between ARE-TECH SQUARE, LLC, a Delaware limited liability company (“Landlord”), and CODIAK BIOSCIENCES, INC., a Delaware corporation (“Tenant”), and is attached to and made a part of the Lease Agreement dated             20            (the “Lease”), by and between Landlord and Tenant. Any initially capitalized terms used but not defined herein shall have the meanings given them in the Lease.

1. General Requirements.

(a) Tenant’s Authorized Representative. Tenant designates Ariel Jasie, Douglas Williams and Linda Bain (any such individual acting alone, “Tenant’s Representative”) as the only persons authorized to act for Tenant pursuant to this Work Letter. Landlord shall not be obligated to respond to or act upon any request, approval, inquiry or other communication (“Communication”) from or on behalf of Tenant in connection with this Work Letter unless such Communication is in writing from Tenant’s Representative. Tenant may change any Tenant’s Representative at any time upon not less than 5 business days advance written notice to Landlord. Neither Tenant nor Tenant’s Representative shall be authorized to direct Landlord’s contractors in the performance of Landlord’s Work (as hereinafter defined).

(b) Landlord’s Authorized Representative. Landlord designates Tim White and Mike Carli (either such individual acting alone, “Landlord’s Representative”) as the only persons authorized to act for Landlord pursuant to this Work Letter. Tenant shall not be obligated to respond to or act upon any request, approval, inquiry or other Communication from or on behalf of Landlord in connection with this Work Letter unless such Communication is in writing from Landlord’s Representative. Landlord may change either Landlord’s Representative at any time upon not less than 5 business days advance written notice to Tenant. Landlord’s Representative shall be the sole persons authorized to direct Landlord’s contractors in the performance of Landlord’s Work.

(c) Architects, Consultants and Contractors. Landlord and Tenant hereby acknowledge and agree that: (i) the general contractor and any subcontractors for the Tenant Improvements shall be selected by Landlord, subject to Tenant’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ii) R.E. Dineen shall be the architect (the “Tl Architect”) for the Tenant Improvements.

2. Tenant Improvements.

(a) Tenant Improvements Defined. As used herein, “Tenant Improvements” shall mean all improvements to the Project of a fixed and permanent nature as shown on the Tl Construction Drawings, as defined in Section 2(c) below. Other than Landlord’s Work (as defined in Section 3(a) below, Landlord shall not have any obligation whatsoever with respect to the finishing of the Premises for Tenant’s use and occupancy.

(b) Tenant’s Space Plans. Landlord and Tenant acknowledge and agree that the plan space plan attached hereto as Schedule 1 (the “Space Plans”) has been approved by both Landlord and Tenant. Landlord and Tenant further acknowledge and agree that any changes to the Space Plans requested by Tenant constitute a Change Request the cost of which changes shall be paid for out of the Tl Fund. All costs incurred by Landlord to alter the Building as a result of Tenant’s requested changes shall be paid for out of the Tl Fund, and Tenant shall be solely responsible for all costs incurred by Landlord to alter the Building as a result of Tenant’s requested changes in excess of the Tl Fund.

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(c) Working Drawings. Not later than July 15, 2016, Landlord shall cause the Tl Architect to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“Tl Construction Drawings”), which Tl Construction Drawings shall be prepared substantially in accordance with the Space Plans. Tenant shall be solely responsible for ensuring that the Tl Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the Tl Construction Drawings to Landlord not later than 10 business days after Tenant’s receipt of the same; provided, however, that Tenant may not disapprove any matter that is consistent with the Space Plans without submitting a Change Request. Landlord and the Tl Architect shall consider all such comments in good faith and shall, within 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments, but Tenant’s review rights pursuant to the foregoing sentence shall not delay the design or construction schedule for the Tenant Improvements. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the Tl Construction Drawings is consistent with the Space Plans, Tenant shall approve the Tl Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the Tl Construction Drawings except as may be reasonably required in connection with the issuance of the Tl Permit (as defined in Section 3(b) below).

(d) Approval and Completion. It is hereby acknowledged by Landlord and Tenant that the Tl Construction Drawings must be completed and approved not later than August 15, 2016, in order for the Landlord’s Work to be Substantially Complete by the Target Commencement Date (as defined in the Lease). Upon any dispute regarding the design of the Tenant Improvements, which is not settled within 10 business days after notice of such dispute is delivered by one party to the other, Tenant may make the final decision regarding the design of the Tenant Improvements, provided (i) Tenant acts reasonably and such final decision is either consistent with or a compromise between Landlord’s and Tenant’s positions with respect to such dispute, (ii) that all costs and expenses resulting from any such decision by Tenant shall be payable out of the Tl Fund (as defined in Section 5(d) below), and (iii) Tenant’s decision will not affect the base Building, structural components of the Building or any Building systems. Any changes to the Tl Construction Drawings following Landlord’s and Tenant’s approval of same requested by Tenant shall be processed as provided in Section 4 hereof.

3. Performance of Landlord’s Work.

(a) Definition of Landlord’s Work. As used herein, “Landlord’s Work” shall mean the work of constructing the Tenant Improvements.

(b) Commencement and Permitting. Landlord shall commence construction of the Tenant Improvements upon obtaining a building permit (the “Tl Permit”) authorizing the construction of the Tenant Improvements consistent with the Tl Construction Drawings approved by Tenant. The cost of obtaining the Tl Permit shall be payable from the Tl Fund. Tenant shall assist Landlord in obtaining the Tl Permit. If any Governmental Authority having jurisdiction over the construction of Landlord’s Work or any portion thereof shall impose terms or conditions upon the construction thereof that: (i) are inconsistent with Landlord’s obligations hereunder, (ii) increase the cost of constructing Landlord’s Work, or (iii) will materially delay the construction of Landlord’s Work, Landlord and Tenant shall reasonably and in good faith seek means by which to mitigate or eliminate any such adverse terms and conditions.

(c) Completion of Landlord’s Work. On or before the Target Commencement Date (subject to Tenant Delays and Force Majeure delays), Landlord shall substantially complete or cause to be substantially completed Landlord’s Work in a good and workmanlike manner, in accordance with the Tl Permit subject, in each case, to Minor Variations and normal “punch list” items of a non-material nature that do not interfere with the use of the Premises (“Substantial Completion” or “Substantially Complete”). Upon Substantial Completion of Landlord’s Work, Landlord shall require the Tl Architect and the general contractor to execute and deliver, for the benefit of Tenant and Landlord, a Certificate of Substantial Completion in the form of the American Institute of Architects (“AIA”) document G704. For purposes of this Work Letter, “Minor Variations” shall mean any modifications reasonably required: (i) to comply with all applicable Legal Requirements and/or to obtain or to comply with any required permit (including the Tl Permit); (ii) to comply with any request by Tenant for modifications to Landlord’s Work; (iii) to comport with good design, engineering, and construction practices that are not material; or (iv) to make reasonable adjustments for field deviations or conditions encountered during the construction of Landlord’s Work.

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(d) Selection of Materials. Where more than one type of material or structure is indicated on the Tl Construction Drawings approved by Landlord and Tenant, the option will be selected at Landlord’s reasonable discretion. As to all building materials and equipment that Landlord is obligated to supply under this Work Letter, Landlord shall select the manufacturer thereof in its reasonable discretion.

(e) Delivery of the Premises. When Landlord’s Work is Substantially Complete, subject to the remaining terms and provisions of this Section 3(e), Tenant shall accept the Premises. Tenant’s taking possession and acceptance of the Premises shall not constitute a waiver of: (i) any warranty with respect to workmanship (including installation of equipment) or material (exclusive of equipment provided directly by manufacturers), (ii) any non-compliance of Landlord’s Work with applicable Legal Requirements, or (iii) any claim that Landlord’s Work was not completed substantially in accordance with the Tl Construction Drawings (subject to Minor Variations and such other changes as are permitted hereunder) (collectively, a “Construction Defect”). Tenant shall have one year after Substantial Completion within which to notify Landlord of any such Construction Defect discovered by Tenant, and Landlord shall use reasonable efforts to remedy or cause the responsible contractor to remedy any such Construction Defect within 30 days thereafter. Notwithstanding the foregoing, Landlord shall not be in default under the Lease if the applicable contractor, despite Landlord’s reasonable efforts, fails to remedy such Construction Defect within such 30-day period, in which case Landlord shall have no further obligation with respect to such Construction Defect other than to cooperate, at no cost to Landlord, with Tenant should Tenant elect to pursue a claim against such contractor, provided that Tenant shall defend with counsel reasonably acceptable to Landlord, indemnify and hold Landlord harmless from and against any claims arising out of or in connection with any such claim.

Tenant shall be entitled to receive the benefit of all construction warranties and manufacturer’s equipment warranties relating to equipment installed in the Premises. If requested by Tenant, Landlord shall attempt to obtain extended warranties from manufacturers and suppliers of such equipment, but the cost of any such extended warranties shall be borne solely out of the Tl Fund. Landlord shall promptly undertake and complete, or cause to be completed, all punch list items.

(f) Commencement Date Delay. Except as otherwise provided in the Lease, Delivery of the Premises shall occur when Landlord’s Work has been Substantially Completed, except to the extent that completion of Landlord’s Work shall have been actually delayed by any one or more of the following causes (“Tenant Delay”):

(i) Tenant’s Representative was not available to give or receive any Communication or to take any other action required to be taken by Tenant hereunder;

(ii) Tenant’s request for Change Requests (as defined in Section 4(a) below) whether or not any such Change Requests are actually performed;

(iii) Construction of any Change Requests;

(iv) Tenant’s request for materials, finishes or installations requiring unusually long lead times;

(v) Tenant’s delay in reviewing, revising or approving plans and specifications beyond the periods set forth herein;

(vi) Tenant’s delay in providing information critical to the normal progression of the Project. Tenant shall provide such information as soon as reasonably possible, but in no event longer than one week after receipt of any request for such information from Landlord;

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(vii) Tenant’s delay in making payments to Landlord for Excess Tl Costs (as defined in Section 5(d) below); or

(viii) Any other act or omission by Tenant or any Tenant Party (as defined in the Lease), or persons employed by any of such persons that continues for more than 1 day after Landlord’s notice thereof to Tenant.

If Delivery is delayed for any of the foregoing reasons, then Landlord shall cause the Tl Architect to certify the date on which the Tenant Improvements would have been Substantially Completed but for such Tenant Delay and such certified date shall be the date of Delivery.

4. Changes. Any changes requested by Tenant to the Tenant Improvements after the delivery and approval by Landlord of the Space Plans shall be requested and instituted in accordance with the provisions of this Section 4 and shall be subject to the written approval of Landlord and the Tl Architect, such approval not to be unreasonably withheld, conditioned or delayed.

(a) Tenant’s Request For Changes. If Tenant shall request changes to the Tenant Improvements (“Changes”), Tenant shall request such Changes by notifying Landlord in writing in substantially the same form as the AIA standard change order form (a “Change Request”), which Change Request shall detail the nature and extent of any such Change. Such Change Request must be signed by Tenant’s Representative. Landlord shall, before proceeding with any Change, use commercially reasonable efforts to respond to Tenant within 5 business days after Landlord’s receipt of Tenant’s Change Request with an estimate of: (i) the time it will take, and (ii) the architectural and engineering fees and costs that will be incurred, to analyze such Change Request (which costs shall be paid from the Tl Fund to the extent actually incurred, whether or not such change is implemented). Landlord shall thereafter submit to Tenant in writing, within 5 business days of receipt of the Change Request (or such longer period of time as is reasonably required depending on the extent of the Change Request), an analysis of the additional cost or savings involved, including, without limitation, architectural and engineering costs and the period of time, if any, that the Change will extend the date on which Landlord’s Work will be Substantially Complete. Any such delay in the completion of Landlord’s Work caused by a Change, including any suspension of Landlord’s Work while any such Change is being evaluated and/or designed, shall be Tenant Delay.

(b) Implementation of Changes. If Tenant: (i) approves in writing the cost or savings and the estimated extension in the time for completion of Landlord’s Work, if any, and (ii) deposits with Landlord any Excess Tl Costs required in connection with such Change, Landlord shall cause the approved Change to be instituted. Notwithstanding any approval or disapproval by Tenant of any estimate of the delay caused by such proposed Change, the Tl Architect’s determination of the amount of Tenant Delay in connection with such Change shall be final and binding on Landlord and Tenant.

5. Costs.

(a) Budget For Tenant Improvements. Before the commencement of construction of the Tenant Improvements, Landlord shall obtain a detailed breakdown by trade of the costs incurred or that will be incurred in connection with the design and construction of the Tenant Improvements (the “Budget”). If the Budget is greater than the Tl Allowance, Tenant shall deposit with Landlord the difference, in cash, prior to the commencement of construction of the Tenant Improvements or Changes, for disbursement by Landlord as described in Section 5(d).

(b) Tl Allowance. Landlord shall provide to Tenant a tenant improvement allowance (the “Tl Allowance”) of $60.00 per rentable square foot of the Premises, or $1,189,380 in the aggregate. The Tl Allowance shall be disbursed in accordance with this Work Letter.

Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of any portion of the Tl Allowance not required for the construction of (i) the Tenant Improvements described in the Tl Construction Drawings approved pursuant to Section 2(d) or (ii) any Changes pursuant to Section 4.

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(c) Costs Includable in Tl Fund. The Tl Fund shall be used solely for the payment of design, permits and hard and soft construction costs in connection with the construction of the Tenant Improvements, including, without limitation, the cost of electrical power and other utilities used in connection with the construction of the Tenant Improvements, the cost of preparing the Space Plans and the Tl Construction Drawings, all costs set forth in the Budget, including Landlord’s out-of-pocket expenses, costs resulting from Tenant Delays and the cost of Changes (collectively, “Tl Costs”). Notwithstanding anything to the contrary contained herein, the Tl Fund shall not be used to purchase any furniture, personal property or other non-Building system materials or equipment, including, but not limited to, Tenant’s voice or data cabling, non-ducted biological safety cabinets and other scientific equipment not incorporated into the Tenant Improvements.

(d) Excess Tl Costs. Landlord shall have no obligation to bear any portion of the cost of any of the Tenant Improvements except to the extent of the Tl Allowance. If at any time the remaining Tl Costs under the Budget exceed the remaining unexpended Tl Allowance, Tenant shall deposit with Landlord, as a condition precedent to Landlord’s obligation to complete the Tenant Improvements, 100% of the then current Tl Cost in excess of the remaining Tl Allowance (“Excess Tl Costs”). If Tenant fails to deposit any Excess Tl Costs with Landlord, Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including, but not limited to, the right to interest at the Default Rate and the right to assess a late charge). For purposes of any litigation instituted with regard to such amounts, those amounts will be deemed Rent under the Lease. The Tl Allowance and Excess Tl Costs are herein referred to as the “Tl Fund.” Funds deposited by Tenant shall be the first disbursed to pay Tl Costs. Notwithstanding anything to the contrary set forth in this Section 5(d), Tenant shall be fully and solely liable for Tl Costs and the cost of Minor Variations in excess of the Tl Allowance. If upon completion of the Tenant Improvements and the payment of all sums due in connection therewith there remains any undisbursed portion of the Tl Fund, Tenant shall be entitled to such undisbursed Tl Fund solely to the extent of any Excess Tl Costs deposit Tenant has actually made with Landlord.

6. Tenant Access.

(a) Tenant’s Access Rights. Landlord hereby agrees to permit Tenant access, at Tenant’s sole risk and expense, to the Building (i) 30 days prior to the Commencement Date to perform any work (“Tenant’s Work”) required by Tenant other than Landlord’s Work, provided that such Tenant’s Work is coordinated with the Tl Architect and the general contractor, and complies with the Lease and all other reasonable restrictions and conditions Landlord may impose, and (ii) prior to the completion of Landlord’s Work, to inspect and observe work in process; all such access shall be during normal business hours or at such other times as are reasonably designated by Landlord. Notwithstanding the foregoing, Tenant shall have no right to enter onto the Premises or the Project unless and until Tenant shall deliver to Landlord evidence reasonably satisfactory to Landlord demonstrating that any insurance reasonably required by Landlord in connection with such pre-commencement access (including, but not limited to, any insurance that Landlord may require pursuant to the Lease) is in full force and effect. Any entry by Tenant shall comply with all established safety practices of Landlord’s contractor and Landlord until completion of Landlord’s Work and acceptance thereof by Tenant.

(b) No Interference. Neither Tenant nor any Tenant Party (as defined in the Lease) shall interfere with the performance of Landlord’s Work, nor with any inspections or issuance of final approvals by applicable Governmental Authorities, and upon any such interference, Landlord shall have the right to exclude Tenant and any Tenant Party from the Premises and the Project until Substantial Completion of Landlord’s Work.

(c) No Acceptance of Premises. The fact that Tenant may, with Landlord’s consent, enter into the Project prior to the date Landlord’s Work is Substantially Complete for the purpose of performing Tenant’s Work shall not be deemed an acceptance by Tenant of possession of the Premises, but in such event Tenant shall defend with counsel reasonably acceptable by Landlord, indemnify and hold Landlord harmless from and against any loss of or damage to Tenant’s property, completed work, fixtures, equipment, materials or merchandise, and from liability for death of, or injury to, any person, caused by the act or omission of Tenant or any Tenant Party.

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7. Miscellaneous.

(a) Consents. Whenever consent or approval of either party is required under this Work Letter, that party shall not unreasonably withhold, condition or delay such consent or approval, unless expressly set forth herein to the contrary.

(b) Modification. No modification, waiver or amendment of this Work Letter or of any of its conditions or provisions shall be binding upon Landlord or Tenant unless in writing signed by Landlord and Tenant.

(c) No Default Funding. In no event shall Landlord have any obligation to fund any portion of the Tl Allowance or to perform any Landlord’s Work during any period that Tenant is in Default under the Lease.

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Schedule 1

Space Plans

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EXHIBIT D TO LEASE

ACKNOWLEDGMENT OF COMMENCEMENT DATE

This ACKNOWLEDGMENT OF COMMENCEMENT DATE is made as of this             day of             ,             , between ARE-TECH SQUARE, LLC, a Delaware limited liability company (“Landlord”), and CODIAK BIOSCIENCES, INC., a Delaware corporation (“Tenant”), and is attached to and made a part of the Lease dated as of             ,             (the “Lease”), by and between Landlord and Tenant. Any initially capitalized terms used but not defined herein shall have the meanings given them in the Lease.

Landlord and Tenant hereby acknowledge and agree, for all purposes of the Lease, that the Commencement Date of the Base Term of the Lease is             ,             , and the expiration date of the Base Term of the Lease shall be midnight on             ,             . In case of a conflict between the terms of the Lease and the terms of this Acknowledgment of Commencement Date, this Acknowledgment of Commencement Date shall control for all purposes.

IN WITNESS WHEREOF, Landlord and Tenant have executed this ACKNOWLEDGMENT OF COMMENCEMENT DATE to be effective on the date first above written.

TENANT:
CODIAK BIOSCIENCES, INC.,
a Delaware corporation
By:
Its:
LANDLORD:
ARE-TECH SQUARE, LLC, a Delaware limited liability company
By:	ARE-MA REGION NO. 31, LLC,
	a Delaware limited liability company, its manager
	By:	ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
		a Delaware limited partnership, managing member
		By:	ARE-QRS CORP.,
			a Maryland corporation, general partner
			By:
			Its:

Rules and Regulations 500 Technology Square/Codiak – Page 1

EXHIBIT E TO LEASE

Rules and Regulations

1. The sidewalk, entries, and driveways of the Project shall not be obstructed by Tenant, or any Tenant Party, or used by them for any purpose other than ingress and egress to and from the Premises.

2. Tenant shall not place any objects, including antennas, outdoor furniture, etc., in the parking areas, landscaped areas or other areas outside of its Premises, or on the roof of the Project.

3. Except for animals assisting the disabled, no animals shall be allowed in the Premises, offices, halls, or corridors in the Project.

4. Tenant shall not disturb the occupants of the Project or adjoining buildings by the use of any radio or musical instrument or by the making of loud or improper noises.

5. If Tenant desires telegraphic, telephonic or other electric connections in the Premises, Landlord or its agent will direct the electrician as to where and how the wires may be introduced; and, without such direction, no boring or cutting of wires will be permitted. Any such installation or connection shall be made at Tenant’s expense.

6. Tenant shall not install or operate any steam or gas engine or boiler, or other mechanical apparatus in the Premises, except as specifically approved in the Lease or shown or referenced on any plans approved by Landlord (which approval shall be deemed to apply to any replacement apparatus for any substantially similar then-existing apparatus approved in this Lease or shown or referenced on any plans approved by Landlord). The use of oil, gas or inflammable liquids for heating, lighting or any other purpose is expressly prohibited, except as otherwise agreed upon by Landlord and Tenant. Explosives or other articles deemed extra hazardous shall not be brought into the Project.

7. Parking any type of recreational vehicles is specifically prohibited on or about the Project. Except for the overnight parking of operative vehicles, no vehicle of any type shall be stored in the parking areas at any time. In the event that a vehicle is disabled, it shall be removed within 48 hours. There shall be no “For Sale” or other advertising signs on or about any parked vehicle. All vehicles shall be parked in the designated parking areas in conformity with all signs and other markings. All parking will be open parking, and no reserved parking, numbering or lettering of individual spaces will be permitted except as specified by Landlord.

8. Tenant shall maintain the Premises free from rodents, insects and other pests.

9. Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of the Rules and Regulations of the Project.

10. Tenant shall not cause any unnecessary labor by reason of Tenant’s carelessness or indifference in the preservation of good order and cleanliness. Landlord shall not be responsible to Tenant for any loss of property on the Premises, however occurring, or for any damage done to the effects of Tenant by the janitors or any other employee or person.

11. Tenant shall give Landlord prompt notice of any defects in the water, lawn sprinkler, sewage, gas pipes, electrical lights and fixtures, heating apparatus, or any other service equipment affecting the Premises.

Rules and Regulations 500 Technology Square/Codiak – Page 2

12. Tenant shall not permit storage outside the Premises, including without limitation, outside storage of trucks and other vehicles, or dumping of waste or refuse or permit any harmful materials to be placed in any drainage system or sanitary system in or about the Premises.

13. All moveable trash receptacles provided by the trash disposal firm for the Premises must be kept in the trash enclosure areas, if any, provided for that purpose.

14. No auction, public or private, will be permitted on the Premises or the Project.

15. No awnings shall be placed over the windows in the Premises except with the prior written consent of Landlord.

16. The Premises shall not be used for lodging, sleeping or cooking or for any immoral or illegal purposes or for any purpose other than that specified in the Lease. No gaming devices shall be operated in the Premises.

17. Tenant shall ascertain from Landlord the maximum amount of electrical current which can safely be used in the Premises, taking into account the capacity of the electrical wiring in the Project and the Premises and the needs of other tenants, and shall not use more than such safe capacity. Landlord’s consent to the installation of electric equipment shall not relieve Tenant from the obligation not to use more electricity than such safe capacity.

18. Tenant assumes full responsibility for protecting the Premises from theft, robbery and pilferage.

19. Tenant shall not install or operate on the Premises any machinery or mechanical devices of a nature not directly related to Tenant’s ordinary use of the Premises and shall keep all such machinery free of vibration, noise and air waves which may be transmitted beyond the Premises.

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EXHIBIT F TO LEASE

TENANT’S PERSONAL PROPERTY

None.

EX-10.9

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED

Exhibit 10.9

4 HARTWELL PLACE

LEXINGTON, MASSACHUSETTS 02421

LEASE SUMMARY SHEET

Execution Date:	March 5, 2019
Tenant:	Codiak Biosciences, Inc., a Delaware corporation
Tenant’s Mailing Address
Prior to Occupancy:	500 Technology Square, 9th floor
	Cambridge, MA 02139
Landlord:	King 4 Hartwell Place, LLC, a Delaware limited liability company
Campus:	The following buildings and the land thereon, located in Lexington, Massachusetts, as shown on Exhibit A attached hereto:
	•   4 Hartwell Place
	•   101 Hartwell Avenue
	•   113 Hartwell Avenue
	•   115 Hartwell Avenue
	The aggregate total rentable area of the buildings located on the Campus is 276,469 rentable square feet.
Building:	4 Hartwell Place, Lexington, Massachusetts 02421. The Building consists of approximately 40,123 rentable square feet. The land on which the Building is located (the “Land”) is more particularly described in Exhibit 2 attached hereto and made a part hereof (such land, together with the Building, are hereinafter collectively referred to as the “Property”).
Premises:	An area in the Building, consisting of approximately 18,707 rentable square feet of space, as more particularly shown as hatched, highlighted or outlined on the plan attached hereto as Exhibit 1 and made a part hereof (the “Lease Plan”).
Term Commencement
Date:	The earlier of:
	(i) the date Tenant takes possession of the Premises, or any portion thereof, to commence the performance of Tenant’s Work, or
	(ii)  the later of: (x) July 1, 2019, or (y) the date that Landlord delivers the Premises to Tenant in compliance with Section 3.1 of the Lease.

-1-

Rent Commencement
Date:	The date that is the later of:
	(i) six (6) months after the Term Commencement Date, or
	(ii)  the earlier of:
	(x) the Outside Rent Commencement Date (as hereinafter defined), or
	(y) the date that Tenant first commences to use the Premises, or any portion thereof, for any Permitted Use.
	Neither the performance of Tenant’s Work (as hereinafter defined) nor the installation of any furniture, fixtures or equipment shall be deemed to be use of the Premises for the Permitted Use for the purposes of determining the Rent Commencement Date.
Outside Rent Commencement
Date:	The date six (6) months after the Term Commencement Date, except that the Outside Rent Commencement Date shall be extended by the number of days, if any, which Tenant’s Work is actually delayed by reason of any Landlord Delay (as hereinafter defined).
Landlord Delay:	“Landlord Delay” shall mean any delay in the performance of Tenant’s Work to the extent actually caused by Landlord in the default of Landlord in its obligations under the Lease. Landlord is not charged with any period of any Landlord Delay prior to the time that Landlord receives written notice from Tenant of such Landlord Delay.
Expiration Date:	Ten (10) years and six (6) months after the Term Commencement Date, provided that, if the Term Commencement Date does not occur on the first day of the calendar month, the Expiration Date shall be the last day of the calendar month that is ten (10) years and six (6) months after the Term Commencement Date occurs.
Extension Term:	Subject to Section 1.2 below, two (2) extension terms of five (5) years each.
Landlord’s Contribution:	An amount not to exceed $1,309,490.00 (“Maximum Amount”), as more particularly described in Exhibit 4 attached hereto.

-2-

Permitted Uses:	Subject to Legal Requirements, (i) laboratory and manufacturing, vivarium and any other ancillary uses related the foregoing, and (ii) the operation and maintenance of an Acid Neutralization Tank, as set forth in Section 1.7 hereof.
Base Rent:

LEASE YEAR	ANNUAL BASE RENT			MONTHLY PAYMENT
Lease Year 1	$	879,229.00	*	$	73,269.08
Lease Year 2	$	905,605.87		$	75,467.16
Lease Year 3	$	932,774.05		$	77,731.17
Lease Year 4	$	960,757.27		$	80,063.11
Lease Year 5	$	989,579.99		$	82,465.00
Lease Year 6	$	1,019,267.39		$	84,938.95
Lease Year 7	$	1,049,845.41		$	87,487.12
Lease Year 8	$	1,081,340.77		$	90,111.73
Lease Year 9	$	1,113,780.99		$	92,815.08
Lease Year 10	$	1,147,194.42		$	95,599.54

* annualized

For purposes hereof, “Lease Year 1” shall commence on the Rent Commencement Date and shall expire on the day immediately preceding the first anniversary of the Rent Commencement Date, except that if the Rent Commencement Date does not occur on the first day of the calendar month, the last day of Lease Year 1 shall be the last day of the calendar month immediately preceding the first anniversary of the Rent Commencement Date. Thereafter, every consecutive twelve (12) months after Lease Year 1 shall be a Lease Year.

Operating Costs and Taxes:	See Sections 5.2 and 5.3.
Tenant’s Share:	A fraction, the numerator of which is the number of rentable square feet in the Premises and the denominator of which is the number of rentable square feet in the Building. As of the Execution Date, Tenant’s Share is 46.62%.
Security Deposit/Letter of Credit:	$439,614.48, as more particularly described in Section 7 hereof

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EXHIBIT 1	LEASE PLAN
EXHIBIT 1A	RESERVED PARKING SPACES
EXHIBIT 2	LEGAL DESCRIPTION
EXHIBIT 3	EXISTING TENANT’S DECOMMISSIONING OBLIGATIONS
EXHIBIT 4	TENANT’S WORK; LANDLORD’S CONTRIBUTION
EXHIBIT 5	FORM OF LETTER OF CREDIT
EXHIBIT 6	LANDLORD’S SERVICES
EXHIBIT 7	TENANT’S HAZARDOUS MATERIALS
EXHIBIT 8	RULES AND REGULATIONS
EXHIBIT 9	INSURANCE REQUIREMENTS FOR TENANT’S CONTRACTORS
EXHIBIT 10	PTDM
EXHIBIT 11	FORM OF SNDA
EXHIBIT 12	ADDITIONAL PROVISIONS

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THIS INDENTURE OF LEASE (this “Lease”) is hereby made and entered into on the Execution Date by and between Landlord and Tenant.

Each reference in this Lease to any of the terms and titles contained in any Exhibit attached to this Lease shall be deemed and construed to incorporate the data stated under that term or title in such Exhibit. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them as set forth in the Lease Summary Sheet which is attached hereto and incorporated herein by reference.

1. LEASE GRANT; TERM; APPURTENANT RIGHTS; EXCLUSIONS

1.1 Lease Grant. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises upon and subject to terms and conditions of this Lease, for a term of years commencing on the Term Commencement Date and, unless earlier terminated or extended pursuant to the terms hereof, ending on the Expiration Date (the “Initial Term”; the Initial Term and any duly exercised Extension Terms are hereinafter collectively referred to as the “Term”).

1.2 Extension Terms.

(a) Provided that the following conditions, which may be waived by Landlord in its sole discretion, are satisfied, (i) Tenant has not assigned its interest in this Lease nor sublet more than fifty percent (50%) of the Premises to anyone other than to Affiliated Entities (hereinafter defined) and/or a Successor (hereinafter defined); and (ii) no uncured Event of Default exists (1) as of the date of the Extension Notice (hereinafter defined), and (2) at the commencement of the applicable Extension Term (hereinafter defined), Tenant shall have the option to extend the Term for two (2) additional terms of five (5) years each (the “Extension Term”), commencing as of the expiration of the Initial Term, or the prior Extension Term, as the case may be. Tenant must exercise such option to extend, if at all, by giving Landlord written notice (the “Extension Notice”) on or before the date that is no earlier than eighteen (18) months and not later than twelve (12) months prior to the expiration of the then-current term of this Lease, time being of the essence. Upon the timely giving of such notice, the Term shall be deemed extended upon all of the terms and conditions of this Lease, except that Base Rent during each Extension Term shall be calculated in accordance with this Section 1.2, Landlord shall have no obligation to construct or renovate the Premises and Tenant shall have one (1) fewer option to extend the Term. If Tenant fails to give timely notice, as aforesaid, Tenant shall have no further right to extend the Term. Notwithstanding the fact that Tenant’s proper and timely exercise of such option to extend the Term shall be self-executing, the parties shall promptly execute a lease amendment reflecting the applicable Extension Term after Tenant exercises such option. The execution of such lease amendment shall not be deemed to waive any of the conditions to Tenant’s exercise of its rights under this Section 1.2.

(b) The Base Rent during each Extension Term (the “Extension Term Base Rent”) shall be determined in accordance with the process described hereafter. Extension Term Base Rent shall be the fair market rental value of the Premises then demised to Tenant as of the commencement of the applicable Extension Term as determined in accordance with the process described below, for renewals of combination laboratory and office space in the vicinity of equivalent quality, size, utility and location, with the length of the Extension Term, the credit standing of Tenant, any economic concessions (including, without limitation, tenant improvement

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allowances and free rent) then being provided by landlords to tenants, and all other relevant factors to be taken into account. Within thirty (30) days after receipt of the Extension Notice, Landlord shall deliver to Tenant written notice of its determination of the Extension Term Base Rent for the applicable Extension Term. Tenant shall, within thirty (30) days after receipt of such notice, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Extension Term Base Rent (“Tenant’s Response Notice”). If Tenant fails timely to deliver Tenant’s Response Notice, Landlord’s determination of the Extension Term Base Rent shall be binding on Tenant.

(c) If and only if Tenant’s Response Notice is timely delivered to Landlord and indicates both that Tenant rejects Landlord’s determination of the Extension Term Base Rent and desires to submit the matter to arbitration, then the Extension Term Base Rent shall be determined in accordance with the procedure set forth in this Section 1.2(c). In such event, within ten (10) days after receipt by Landlord of Tenant’s Response Notice indicating Tenant’s desire to submit the determination of the Extension Term Base Rent to arbitration, Tenant and Landlord shall each notify the other, in writing, of their respective selections of an appraiser (respectively, “Landlord’s Appraiser” and “Tenant’s Appraiser”). Landlord’s Appraiser and Tenant’s Appraiser shall then jointly select a third appraiser (the “Third Appraiser”) within ten (10) days of their appointment. All of the appraisers selected shall be individuals with at least ten (10) consecutive years’ commercial appraisal experience for office and laboratory space in the area in which the Premises are located, shall be members of the Appraisal Institute (M.A.I.), and, in the case of the Third Appraiser, shall not have acted in any capacity for either Landlord or Tenant within five (5) years of his or her selection. The three appraisers shall determine the Extension Term Base Rent in accordance with the requirements and criteria set forth in Section 1.2(b) above, employing the method commonly known as Baseball Arbitration, whereby Landlord’s Appraiser and Tenant’s Appraiser each sets forth its determination of the Extension Term Base Rent as defined above, and the Third Appraiser must select one or the other (it being understood that the Third Appraiser shall be expressly prohibited from selecting a compromise figure). Landlord’s Appraiser and Tenant’s Appraiser shall deliver their determinations of the Extension Term Base Rent to the Third Appraiser within five (5) days of the appointment of the Third Appraiser and the Third Appraiser shall render his or her decision within ten (10) days after receipt of both of the other two determinations of the Extension Term Base Rent. The Third Appraiser’s decision shall be binding on both Landlord and Tenant. Each party shall bear the cost of its own appraiser and the cost of the Third Appraiser shall be paid by the party whose determination is not selected.

1.3 Appurtenant Rights.

(a) Common Areas. Subject to the terms of this Lease and the Rules and Regulations (hereinafter defined), Tenant shall have, as appurtenant to the Premises, rights to use in common with others entitled thereto, the areas in the Building, on the Land and elsewhere on the Campus designated from time to time for the common use of Tenant and other tenants of the Property and/or Campus (such areas are hereinafter referred to as the “Common Areas”). The Common Areas include: (i) the common lobbies (if any), loading docks, hallways and stairways of the Building serving the Premises, (ii) common walkways and driveways necessary for access to the Building, (iii) the common toilets and other common facilities, if any; and (iv) other areas designated by Landlord from time to time for the common use of Tenant and other tenants of the Building; and no other appurtenant rights or easements.

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(b) Parking. During the Term, Landlord shall, subject to the terms hereof, make available up to fifty-six (56) parking spaces for Tenant’s use in the parking areas serving the Building, free of charge (except that the costs of maintenance and repair of the parking areas serving the Building shall, subject to Section 5.2, be included in Operating Costs (and Taxes imposed upon the parking areas which are located on the Land which are available for Tenant’s use shall, subject to Section 5.3 hereof, be included in Taxes). The number of parking spaces in the parking areas reserved for Tenant, as modified pursuant to this Lease or as otherwise permitted by Landlord, are hereinafter referred to as the “Parking Spaces.” Four (4) of the Parking Spaces (“Reserved Parking Spaces”) shall be reserved for Tenant’s exclusive use. The Reserved Parking Spaces shall be located as shown on Exhibit 1A, subject to Landlord’s right to relocate the Reserved Parking Spaces, from time to time, to another location in the parking areas on the Land. The Reserved Parking Spaces shall be identified by markings and/or signage; provided however, that Landlord shall have no obligation to police the use of the Reserved Parking Spaces. Tenant shall have no right to hypothecate or encumber the Parking Spaces, and shall not sublet, assign, or otherwise transfer the Parking Spaces other than to employees of Tenant occupying the Premises or to a Successor (hereinafter defined), an Affiliated Entity (hereinafter defined) or a transferee pursuant to an approved Transfer under Section 13 of this Lease. Subject to Landlord’s right to reserve parking for other tenants of the Building and except for the Reserved Parking Spaces, said Parking Spaces will be on an unassigned, non-reserved basis. Tenant’s use of the Parking Spaces shall be subject to such reasonable rules and regulations as may be in effect for the use of the parking areas from time to time. Reserved and handicap parking spaces must be honored. Notwithstanding anything to the contrary contained herein, Landlord shall have the right, upon at least three (3) months’ written notice to Tenant, to temporarily (i.e., for a period of time not to exceed six (6) months) and not more than one time every twelve month period, other than for reasons of Force Majeure) relocate all or any portion of the Parking Spaces in to other parking areas owned, controlled or leased by Landlord in the vicinity of the Property (Landlord and Tenant hereby agreeing that the parking areas located at 101 Hartwell Avenue, 113 Hartwell Avenue and/or 91 Hartwell Avenue are acceptable). Any such relocation of the Parking Spaces shall be done on an equitable basis as between Tenant and those other tenants with rights to park in the parking areas.

(c) Pavilion. Tenant acknowledges that Landlord may construct a common building (the “Pavilion”) located on the Campus for the common use of the tenants of the Campus. Landlord may cause a food service facility (“Cafeteria”) to be operated in the Pavilion. So long as the Cafeteria is in operation, Tenant, in common with other tenants of the Campus, shall have the right, during the Term of this Lease, to use the Cafeteria.

1.4 Tenant’s Access.

(a) From and after the Term Commencement Date and until the end of the Term, Tenant shall have access to the Premises twenty-four (24) hours a day, seven (7) days a week, subject to Legal Requirements, the Rules and Regulations, the terms of this Lease, Force Majeure (hereinafter defined) and matters of record.

(b) Tenant and its employees shall have access to the Premises after normal business hours by means of the existing card reader access system. Tenant shall have the right, subject to Tenant’s obtaining Landlord’s prior written approval of Tenant’s plans and specifications therefor (which approval shall not be unreasonably withheld, delayed or

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conditioned), to replace and/or modify the existing card reader access system within the Premises (the existing card reader access system, as it may be modified or replaced is referred to herein as “Tenant’s Security System”). Any modification or replacement of Tenant’s Security System shall be performed in accordance with this Lease, including, without limitation, Section 11 hereof. Tenant shall provide Landlord and the cleaning personnel with access cards permitting normal entry to Tenant’s Premises. In addition to the foregoing, such security system shall be designed with a master key override using the Building master key, so that Landlord shall have access to the Premises in an emergency, but Landlord shall only use such master key access in an emergency. Additionally, Tenant shall ensure that such system shall comply with all applicable laws, rules and regulations, including all fire safety laws, and in no event shall Landlord be liable for, and Tenant shall defend, indemnify, and hold harmless Landlord and its representatives and agents from and against, any claims, demands, liabilities, causes of action, suits, judgments, damages and expenses arising from such system or the malfunctioning thereof in accordance with Tenant’s indemnity obligations set forth in Section 14.2.

1.5 Notice of Lease. Neither party shall record this Lease, but each of the parties hereto agrees to join in the execution, in recordable form, of a statutory notice of lease and/or written declaration in which shall be stated the Term Commencement Date, the Rent Commencement Date, the number and length of the Extension Term and the Expiration Date, which notice of lease may be recorded by Tenant with the Middlesex South Registry of Deeds and/or filed with the Middlesex South Registry District of the Land Court, as appropriate (collectively, the “Registry”) at Tenant’s sole cost and expense. If a notice of lease was previously recorded with the Registry, upon the expiration or earlier termination of this Lease, Landlord shall deliver to Tenant a notice of termination of lease and Tenant shall promptly execute and deliver the same to Landlord for Landlord’s execution and recordation with the Registry, which obligation shall survive the expiration or earlier termination of the Lease.

1.6 Exclusions. The following are expressly excluded from the Premises and reserved to Landlord: all the perimeter walls of the Premises (except the inner surfaces thereof), the Common Areas, and any space in or adjacent to the Premises used for shafts, stacks, pipes, conduits, wires and appurtenant fixtures, fan rooms, ducts, electric or other utilities, sinks or other Building facilities, and the use of all of the foregoing, except as expressly permitted pursuant to Section 1.3(a) above.

1.7 Acid Neutralization Tank.

(a) There currently exists an acid neutralization tank (the “Acid Neutralization Tank”) that is located in the Premises. Subject to Sections 3.2 and 3.3 hereof, Tenant acknowledges and agrees that Tenant is leasing the Acid Neutralization Tank in its “AS IS,” “WHERE IS” condition and with all faults on the Execution Date, without representations or warranties, express or implied, in fact or by law, of any kind, or recourse to Landlord. Tenant shall have the exclusive right, throughout the Term of the Lease, as the same may be extended, to use the Acid Neutralization Tank in accordance with Legal Requirements. Tenant shall obtain, and maintain all governmental permits and approvals necessary for the operation and maintenance of the Acid Neutralization Tank. Tenant shall be responsible for all costs, charges and expenses incurred from time to time in connection with or arising out of the operation, use, maintenance, repair or refurbishment of the Acid Neutralization Tank, including all clean-up costs relating to the Acid Neutralization Tank (collectively, “Tank Costs”), except, subject to Section 14.5, to the extent such costs are caused by the negligence or willful misconduct of any of the Landlord Parties (as hereinafter defined).

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(b) Tenant shall be responsible for the operation, cleanliness, and maintenance of the Acid Neutralization Tank and the appurtenances, all of which shall remain the personal property of Landlord, and shall be left in place by Tenant at the expiration or earlier termination of the Lease. Such maintenance and operation shall be performed in a manner to avoid any unreasonable interference with any other tenants or Landlord. Subject to Sections 3.2 and 3.3 hereof, Tenant shall take the Acid Neutralization Tank “as is” in the condition in which the Acid Neutralization Tank is in as of the Term Commencement Date. Without limiting the foregoing, Landlord makes no warranties or representations to Tenant as to the suitability of the Acid Neutralization Tank. If and only so long as Tenant shall use the Acid Neutralization Tank, Tenant agrees to maintain the Acid Neutralization Tank in the condition in which the Acid Neutralization Tank is in as of the Term Commencement Date, reasonable wear and tear (provided however, that Tenant shall immediately make any repairs necessary to eliminate any risk to the safety and proper operation of the Acid Neutralization Tank caused by wear and tear), and casualty excepted. Landlord shall have no obligation to provide any services, including, without limitation, electric current, to the Acid Neutralization Tank.

2. RIGHTS RESERVED TO LANDLORD

2.1 Additions and Alterations. Landlord reserves the right, at any time and from time to time, to make such changes, alterations, additions, improvements, repairs or replacements in or to the Property (including the Premises but, with respect to the Premises, only for purposes of repairs, maintenance, replacements and the exercise of any other rights expressly reserved to Landlord herein) and the fixtures and equipment therein, as well as in or to the street entrances and/or the Common Areas, as it may deem necessary or desirable, provided, however, that there be no material obstruction of permanent access to, or material interference with the use and enjoyment of, the Premises by Tenant. Subject to the foregoing, Landlord expressly reserves the right to temporarily close all, or any portion, of the Common Areas for the purpose of making repairs or changes thereto, provided that Landlord shall use commercially reasonable efforts to complete the work in a timely manner, subject to causes beyond Landlord’s reasonable control.

2.2 Additions to the Property.

(a) Landlord may at any time or from time to time (i) construct additional improvements and related site improvements (collectively, “Future Development”) in all or any part of the Property and/or (ii) change the location or arrangement of any improvement outside the Building in or on the Property or all or any part of the Common Areas, or add or deduct any land to or from the Property; provided that there shall be no material increase in Tenant’s obligations or material interference with Tenant’s rights under this Lease in connection with the exercise of the foregoing reserved rights. In case any excavation shall be made for building or improvements or for any other purpose upon the land adjacent to or near the Premises, Tenant will afford without charge to Landlord, or the person or persons, firms or corporations causing or making such excavation, license to enter upon the Premises for the purpose of doing such work as Landlord or such person or persons, firms or corporation shall deem to be necessary to preserve the walls or structures of the Building from injury, and to protect the Building by proper securing of foundations.

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(b) Reference is made to following:

(1) Existing REAs: Landlord is presently constructing a common pavilion (“Pavilion”) on land which is subject to an REA dated March 24, 2014 and filed with the Middlesex Registry District of the Land Court (“the “Land Court”) as Document No. 1668032, and (ii) the REA dated November 13, 2015 and filed with the Land Court as Document No. 1715486 affects both the land on which the Pavilion is being constructed, as noted in clause (i) above, as well as land on which Landlord has constructed a parking deck (the second level portion of such parking deck on which Tenant has a right to park and the associated ramps to the same being referred to herein as the “Parking Deck”). Said REAs are referred to herein as the “REAs”. The Pavilion will be used in common by the occupants of 4 Hartwell Avenue, 101 Hartwell Avenue, the 113 Hartwell Avenue (“113 Building”), and 115 Hartwell Avenue (“115 Building”) and the Parking Deck will be used in common by occupants of the 113 Building and the 115 Building only. The Building, 101 Hartwell Avenue, the 113 Building, and the 115 Building are referred to collectively as the “Campus Buildings”.

(2) Existing Condominium: Landlord has, by Master Deed (“Master Deed”) dated as of June 15, 2017 as recorded in the Middlesex County South District Registry of Deeds (the “Registry”) at Book 69458, Page 399, and Declaration of Trust (“Declaration of Trust”) dated as of June 15, 2017 and recorded in the Registry at Book 69458, Page 430, subjected the 113 Building, the 115 Building and the land on which they are located to the 113/115 Hartwell Avenue Condominium (“Existing Condominium”)

(3) Landlord and Tenant each hereby acknowledges and agrees that, in connection with any Future Development, Landlord shall have the right to: (i) subject the Land and the improvements located now or in the future located thereon to a commercial condominium regime (“Condominium”) on terms and conditions consistent with first class office and laboratory parks in the Route 128 area, in which the Building shall be a single unit, or (ii) incorporate the Building and some or all of the remainder of the Campus in the Existing Condominium, (iii) upon Landlord’s request in connection with the recording of the Master Deed for the Condominium (or an amendment to the Existing Condominium, as the case may be), Tenant shall execute a reasonable instrument in recordable form making this Lease subject and subordinate to the Master Deed and other documents evidencing the Condominium, or the amended Existing Condominium (collectively, the “Condo Documents”) provided that such Condo Documents continue to provide Tenant with all of the rights and obligations contained in this Lease (e.g. the appurtenant right to use all Common Areas) and the Condo Documents comply with the provisions of this Section 2.2; (iv) Landlord shall have the right to enter into, and subject the Property and this Lease to the terms and conditions of, additional reciprocal easement agreements (each a “New REA”) with any one or more of the neighboring property owners in order to increase the size of the Campus, provided that any such New REA continues to provide Tenant with all of the rights and obligations contained in this Lease as of the Execution Date (e.g. the appurtenant right to use all Common Areas) and any New REA complies with the provisions of this Section 2.2; (iv) Landlord shall submit to Tenant for Tenant’s approval drafts of the Condo Documents and any New REA (and any amendments thereto) prior to their execution; (v) Tenant shall have the right to notify Landlord within twenty (20) days after receipt of the draft Condo Documents and/or New REA (or any amendments thereto) of Tenant’s disapproval thereof, but only to the extent such draft(s) (A) materially adversely affect Tenant’s use of, or access to, the Premises, (B) materially adversely affect the operation of Tenant’s business from the Premises in accordance with the terms of this

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Lease, or Tenant’s rights under and pursuant to the terms of this Lease, including without limitation Tenant’s rights with respect to the Common Areas, and/or (C) result in any increase in Tenant’s payment or other obligations under this Lease in more than a de minimis manner; (vi) upon Landlord’s request in connection with the recording of any New REA, Tenant shall execute a commercially reasonable instrument in recordable form making this Lease subject and subordinate to the REA; (vii) Landlord shall have the right to subdivide the Property so long as Tenant continues to have all of the rights and obligations contained in this Lease (e.g. the appurtenant right to use all Common Areas); and (viii) Tenant shall execute such reasonable documents (which may be in recordable form) evidencing the foregoing promptly upon Landlord’s request.

2.3 Name and Address of Building. Landlord reserves the right at any time and from time to time to change the name or address of the Building and/or the Property, provided Landlord gives Tenant at least three (3) months’ prior written notice thereof.

2.4 Landlord’s Access.

(a) Subject to the terms hereof, Tenant shall (a) upon reasonable advance notice (not less than forty-eight (48) hours), which may be by email at kim.barry@codiakbio.com or such other email address or addresses as may be provided in writing by Tenant to Landlord (except that no notice shall be required in emergency situations), permit Landlord and any holder of a Mortgage (hereinafter defined) (each such holder, a “Mortgagee”), and their agents, representatives, employees and contractors, to have reasonable access to the Premises at all reasonable hours for the purposes of inspection, making repairs, replacements or improvements in or to the Premises or the Building or equipment therein (including, without limitation, sanitary, electrical, heating, air conditioning or other systems), complying with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions and orders and requirements of all public authorities (collectively, “Legal Requirements”), or exercising any right reserved to Landlord under this Lease (including without limitation the right to take upon or through, or to keep and store within the Premises all necessary materials, tools and equipment); (b) permit Landlord and its agents and employees, at reasonable times, upon reasonable advance notice, to show the Premises during normal business hours (i.e. Monday – Friday 8 A.M.—6 P.M., Saturday 8 A.M. – 1 P.M., excluding holidays) to any prospective Mortgagee or purchaser of the Building and/or the Property or of the interest of Landlord therein, and, during the last twelve (12) months of the Term or at any time after the occurrence of an Event of Default, prospective tenants; and (c) upon reasonable prior written notice from Landlord, permit Landlord and its agents, at Landlord’s sole cost and expense, to perform environmental audits, environmental site investigations and environmental site assessments (“Site Assessments”) in, on, under and at the Premises and the Land, it being understood that Landlord shall repair any damage arising as a result of the Site Assessments, and such Site Assessments may include both above and below the ground testing and such other tests as may be necessary or appropriate to conduct the Site Assessments. In addition, to the extent that it is necessary to enter the Premises in order to access any area that serves any portion of the Building outside the Premises, then Tenant shall, upon as much advance notice as is practical under the circumstances, and in any event at least twenty-four (24) hours’ prior written notice (except that no notice shall be required in emergency situations), permit contractors engaged by other occupants of the Building to pass through the Premises in order to access such areas but only if accompanied by a representative of Landlord. Notwithstanding anything to the contrary contained herein, Tenant shall be entitled to have a representative present for any access by Landlord or any Landlord Parties in exercising its rights under this Section 2.4.

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(b) Secure Areas within the Premises. Notwithstanding the foregoing, Tenant, at its own expense may, as hereinafter set forth, designate one or more areas of the Premises to be “Secure Areas” (i.e., portions of the Premises to which Landlord shall not have a right of entry or access for any reason whatsoever (except as otherwise provided below). Tenant may, from time to time, exercise its right to create Secure Areas by delivering to Landlord, for Landlord’s written approval, a plan showing the location of any such Secure Areas. Landlord agrees that it will not unreasonably withhold, condition or delay such consent. If Landlord must gain access to a Secure Areas in a non-emergency situation, Landlord shall contact Tenant, and Landlord and Tenant shall arrange a mutually agreed upon time for Landlord to have such access. Landlord shall be accompanied by an employee of Tenant or a party designated by Tenant (the “Escort”). Tenant shall make an Escort available to Landlord during business hours. At all times, Landlord shall comply with all reasonable security measures of the Tenant pertaining to the Secure Areas. If an emergency representing an imminent risk of injury to persons or material property damage in the Building or the Premises, including, without limitation, a suspected fire or flood, requires Landlord to gain access to the Secure Areas, Landlord may enter the Secure Areas without an Escort. If practicable under the circumstances, Landlord shall immediately notify (which may be oral notification) and request that Tenant make an Escort available to Landlord if time permits, and if Tenant shall not make an Escort available to accompany Landlord, then Tenant hereby authorizes Landlord to enter the Secure Areas forcibly or with a master key, and to enter without an Escort. In any such event, except (subject to Section 14.5 of this Lease) to the extent resulting from Landlord’s negligence or willful misconduct, Landlord shall have no liability whatsoever to Tenant, and Tenant shall pay all reasonable expenses incurred by Landlord in repairing or reconstructing any entrance, corridor, door or other portions of the Premises damaged as a result of a forcible entry by Landlord. Landlord shall have no obligation to provide either janitorial service or cleaning in the Secure Areas unless Tenant shall make arrangements to have an Escort in the Secure Areas at the time such service or cleaning is provided to the remainder of the Premises.

2.5 Pipes, Ducts and Conduits. Tenant shall permit Landlord to erect, use, maintain and relocate pipes, ducts and conduits in and through the Premises, provided the same do not reduce the rentable square footage of the Premises, other than in a de minimis amount, or adversely affect the appearance of the Premises. In exercising its rights under this Section 2.5, Landlord shall make commercially reasonable efforts to locate any pipes, ducts, and conduits behind walls and above ceilings so as to minimize interference with the Premises.

2.6 Minimize Interference. Subject to the provisions of this Lease, Tenant agrees to cooperate with Landlord as reasonably necessary in connection with the exercise of Landlord’s rights under this Section 2. Tenant further agrees that dust, noise, vibration, temporary closures of Common Areas, or other inconvenience or annoyance resulting from the exercise of Landlord’s rights under Section 2.1 and 2.2 shall not be deemed to be a breach of Landlord’s obligations under the Lease, so long as Landlord shall, except in the event of an emergency, use reasonable efforts, consistent with accepted construction practice when applicable, to avoid unreasonably interfering with the conduct of Tenant’s business and Tenant’s use and occupancy of the Premises. Notwithstanding the foregoing, in no event shall any of the space leased by Tenant at the Property under this Lease be deprived of safe and reasonable access or rendered untenantable for the Permitted Uses by reason of Landlord’s exercise of its rights under this Section 2.

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3. CONDITION OF PREMISES; DELIVERY CONDITION; TENANT’S WORK.

3.1 Condition of Premises. Subject to the provisions of this Section 3.1, Tenant acknowledges and agrees that Tenant is leasing the Premises in their “AS IS,” “WHERE IS” condition and with all faults on the Execution Date, without representations or warranties, express or implied, in fact or by law, of any kind, and without recourse to Landlord, except that (i) the Premises shall be delivered to Tenant in the Delivery Condition, as hereinafter defined, and (ii) Landlord shall deliver to Tenant the Decommissioning Documentation (as hereinafter defined) from the Existing Tenant in accordance with Section 3.3 below.

3.2 Delivery Condition. Landlord shall deliver the Premises to Tenant on the Term Commencement Date in good operating condition and repair, free and clear of any tenants or occupants, personal property and clean of debris, and satisfying the Delivery Condition (as hereinafter defined). The “Delivery Condition” shall mean: (a) the roof, foundation, footings, slab, structural walls, exterior windows and skylights (including seals), plumbing, fire sprinkler/life safety system, lighting, heating, ventilation and air conditioning systems, and electrical systems serving the Premises shall be in good operating condition and repair (except to the extent modified or otherwise impaired by any improvements constructed by Tenant); (b) the Acid Neutralization Tank shall be delivered to Tenant in good operating condition, and (c) the Premises shall comply with all laws, codes and regulations (collectively, “Laws”). Landlord shall promptly correct any non-compliance with the foregoing Delivery Condition at its sole cost and expense provided that Tenant notify Landlord of such non-compliance not later than one hundred twenty (120) days from and after the Term Commencement Date. Nothing in this Section 3.2, however, shall relieve Landlord of its maintenance and repair obligations as expressly set forth in the Lease or of Landlord’s obligations with respect to Legal Requirements, as set forth in Section 19.2 hereof.

3.3 Existing Tenant’s Obligations with respect to Decommissioning the Premises. The parties hereby acknowledge that: (i) the Premises are, as of the Execution Date of this Lease, leased by Landlord to another tenant (“Existing Tenant”), and (ii) the Existing Tenant is required to clean and decommission the Premises (including, without limitation, the Acid Neutralization Tank) in compliance with the provisions of its lease as set forth on Exhibit 3 attached hereto. Promptly after Landlord’s receipt of a Surrender Report from the Existing Tenant which is approved by Landlord, and receipt of the satisfactory certification from the industrial hygienist as required by Exhibit 3 from the Existing Tenant, Landlord shall forward the Surrender Report and certification from the industrial hygienist to Tenant. Such Surrender Report and certification from the industrial hygienist are referred to herein as the “Decommissioning Documentation”.

3.4 Tenant’s Work. Tenant, at Tenant’s sole cost and expense, but subject to Tenant’s right to receive Landlord’s Contribution (as defined in Exhibit 4 attached hereto), shall perform the leasehold improvements to prepare the Premises for Tenant’s occupancy (“Tenant’s Work”), as more particularly described in Exhibit 4 attached hereto. Tenant’s Work shall be performed in accordance with the provisions of Section 11 and Exhibit 4 of this Lease.

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3.5 Tenant’s Remedies in the Event of a Delay in the Term Commencement Date. The provisions of this Section 3.5 set forth Tenant’s sole remedies, both in law and in equity in the event of any delay in the Term Commencement Date:

(a) Hold Over by the Existing Tenant. If the Existing Tenant holds over in the Premises beyond the expiration of the term of its lease with Landlord (“Existing Tenant’s Lease”), then: (i) Landlord shall use commercially reasonable efforts (including commencement of a summary process action) to recover the Premises from the Existing Tenant as soon as possible, (ii) Landlord shall use commercially reasonable efforts to recover any Hold Over Premium, as hereinafter defined, payable by the Existing Tenant to Landlord, and (iii) Landlord shall pay to Tenant the net (i.e. net of reasonable attorneys fees and court costs) amount of any Hold Over Premium actually received by Landlord from the Existing Tenant pursuant to the Existing Tenant’s Lease with respect to its use and occupation of the Premises after the expiration of the term of the Existing Tenant’s Lease. The “Hold Over Premium” shall be defined as the amount which the Existing Tenant is required to pay to Landlord on account of its occupancy of the Premises after the expiration of the term of the Existing Tenant’s Lease in excess of the amount which the Existing Tenant would have been required to pay to Landlord on account of such hold over period had the term of the Existing Tenant’s Lease been extended through the hold over period on the same terms as were in effect immediately prior to the expiration of the Existing Tenant’s Lease.

(b) Tenant’s Termination Right. Notwithstanding the foregoing, if the Term Commencement Date shall not have occurred on or before the Outside Date, as hereinafter defined, then Tenant shall have the right, exercisable by a written thirty (30) day termination notice given on or after the Outside Date, to terminate the Lease. The “Outside Date” shall be defined as September 1, 2019, except that, if Landlord files a summary process action against the Existing Tenant to recover possession of the Premises, and if the judgment in such action is appealed to the Superior Court, then the Outside Date shall be December 1, 2019. If the Term Commencement Date occurs on or before the thirtieth (30^th) day after Landlord receives such termination notice, Tenant’s termination notice shall be deemed to be void and of no force or effect. If the Term Commencement Date does not occur on or before such thirtieth (30^th) day, then: (i) Landlord shall promptly return the Security Deposit/Letter of Credit which it has received from Tenant, and (ii) this Lease shall terminate and shall be of no further force or effect, except that Tenant shall continue to be entitled to receive the net amount of any Hold Over Premium actually received by Landlord from the Existing Tenant.

4. USE OF PREMISES

4.1 Permitted Uses. During the Term, Tenant shall use the Premises only for the Permitted Uses and for no other purposes. Service and utility areas (whether or not a part of the Premises) shall be used only for the particular purpose for which they are designed. Tenant shall keep the Premises equipped with appropriate safety appliances to the extent required by applicable laws or insurance requirements. Landlord shall cooperate with Tenant, in such manner as Tenant may reasonably request, in assisting Tenant to obtain any governmental permits or approvals necessary to enable Tenant to use the Premises for any of the Permitted Uses, provided that Landlord shall not be obligated to incur any out-of-pocket costs or expenses or incur any liability in connection with any such request.

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4.2 Prohibited Uses.

(a) Notwithstanding any other provision of this Lease, Tenant shall not use the Premises or the Building, or any part thereof, or suffer or permit the use or occupancy of the Premises or the Building or any part thereof by any of the Tenant Parties (i) in a manner which would violate any of the covenants, agreements, terms, provisions and conditions of this Lease or otherwise applicable to or binding upon the Premises; (ii) for any unlawful purposes or in any unlawful manner; (iii) which, in the reasonable judgment of Landlord (taking into account the use of the Building as a combination laboratory, research and development and office building and the Permitted Uses) shall (a) impair, interfere with or otherwise diminish the quality of any of the Building services or the proper and economic heating, cleaning, ventilating, air conditioning or other servicing of the Building or Premises, or the use or occupancy of any of the Common Areas; (b) occasion impairment, interference or injury in any material respect (and Tenant shall not install or use any electrical or other equipment of any kind, which, in the reasonable judgment of Landlord, will cause any such impairment, interference, or injury), or cause any injury or damage to any occupants of the Premises or other tenants or occupants of the Building or their property; or (c) cause harmful air emissions, laboratory odors or noises or any unusual or other objectionable odors, noises or emissions to emanate from the Premises; (iv) in a manner which is inconsistent with the operation and/or maintenance of the Building as a first-class combination office, research, development and laboratory facility; or (v) in a manner which shall increase such insurance rates on the Building or on property located therein over that applicable when Tenant first took occupancy of the Premises hereunder, unless Tenant otherwise agrees in writing to be responsible for the increased cost of such insurance rates. Notwithstanding the foregoing, Landlord agrees that Tenant’s use of the Premises for the Permitted Use (as opposed to the particular manner of Tenant’s use of the Premises) shall not, in and of itself, be deemed to breach the provisions of this Section 4.2.

(b) With respect to the use and occupancy of the Premises and the Common Areas, Tenant will not: (i) place or maintain any signage (except as set forth in Section 12.2 below), trash, refuse or other articles in any vestibule or entry of the Premises, on the footwalks or corridors adjacent thereto or elsewhere on the exterior of the Premises, nor obstruct any driveway, corridor, footwalk, parking area, mall or any other Common Areas; (ii) permit undue accumulations of or burn garbage, trash, rubbish or other refuse within or without the Premises; (iii) permit the parking of vehicles so as to interfere with the use of any driveway, corridor, footwalk, parking area, or other Common Areas; (iv) receive or ship articles of any kind outside of those areas reasonably designated by Landlord; (v) conduct or permit to be conducted any auction, going out of business sale, bankruptcy sale (unless directed by court order), or other similar type sale in or connected with the Premises; (vi) use the name of Landlord, or any of Landlord’s affiliates in any publicity, promotion, trailer, press release, advertising, printed, or display materials without Landlord’s prior written consent; or (vii) except in connection with Alterations (hereinafter defined) approved by Landlord, cause or permit any hole to be drilled or made in any part of the Building.

4.3 Chemical Safety Program. Tenant shall establish and maintain a chemical safety program administered by a licensed, qualified individual in accordance with the requirements of the Massachusetts Water Resources Authority (“MWRA”) and any other applicable governmental authority. Tenant shall be solely responsible for all costs incurred in connection with such chemical safety program, and Tenant shall provide Landlord with such documentation as Landlord may reasonably require evidencing Tenant’s compliance with the requirements of (a) the MWRA and any other applicable governmental authority with respect to such chemical safety program and (b) this Section 4.3. Tenant shall obtain and maintain during the Term (i) any permit required by

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the MWRA (“MWRA Permit”) and (ii) a wastewater treatment operator license from the Commonwealth of Massachusetts with respect to Tenant’s use of the Acid Neutralization Tank. Tenant shall not introduce anything into the Acid Neutralization Tank serving the Premises, if any (x) in violation of the terms of the MWRA Permit, (y) in violation of Legal Requirements or (z) that would interfere with the proper functioning of any such Acid Neutralization Tank.

4.4 Parking and Traffic Demand Management Plan. Tenant acknowledges that the Property is subject to a traffic mitigation and/or management plan, a copy of which is attached hereto as Exhibit 10 (the “PTDM”). Tenant agrees not to violate the terms of the PTDM applicable to tenants of the Building. Tenant shall, at Tenant’s sole expense, for so long as the PTDM remains applicable to the Property, (a) participate in the Hartwell Avenue Transportation Management Association, (b) to the extent required by the PTDM, allow employees at the Premises to set-aside pre-tax funds as allowable under the Commuter Choice provision of the Federal tax code, and (c) reasonably cooperate with Landlord in (i) connection with Landlord’s reporting obligations under the PTDM and any amendments thereto, and (ii) encouraging employees to avoid vehicle trips at peak commuting hours and to seek alternate modes of transportation. The costs incurred by Landlord in connection with compliance with the PTDM shall be included in Operating Costs.

4.5 Transportation of Animals. No animals, animal waste, food or supplies relating to the animals maintained from time to time in the animal storage areas of the Premises shall be transported within the Building except as provided in this Section 4.5. All deliveries of animals or animal food or supplies to Tenant at the Building shall be made prior to 11:00 a.m. No transportation of animals, animal waste, food or supplies within the Building shall occur between the hours of 11:00 a.m. and 1:00 p.m. At all times that animals are transported within the Common Areas, they shall be transported in an appropriate cage or other container. At no time shall any animals, animal waste, food or supplies relating to the animals be brought into, transported through, or delivered to the lobby of the Building or be transported within the Building in elevators other than the freight elevator.

4.6 Vivarium. Tenant shall be responsible, at its sole cost and expense, for the operations of its vivarium in accordance with all Legal Requirements and with best industry practices. Without limiting the general application of the foregoing, Tenant shall separately dispose of all waste products from the operation of Tenant’s vivarium, including, without limitation, dead animals, strictly in accordance with Legal Requirements. Landlord shall have the right, from time to time by written notice to Tenant, to promulgate reasonable rules and regulations with respect to the operation of Tenant’s vivarium so as to minimize any adverse effect that such operation may have on other occupants of the Building, including, without limitation, regulations as to noise mitigation.

5. RENT; ADDITIONAL RENT

5.1 Base Rent. Unless otherwise expressly provided herein, the payment of Base Rent, additional rent (“Additional Rent”) and other charges reserved and covenanted to be paid under this Lease with respect to the Premises (collectively, “Rent”) shall commence on the Term Commencement Date, and shall be prorated for any partial months. Commencing as of the Rent Commencement Date, and continuing thereafter throughout the remainder of the Term, Tenant shall pay to Landlord, Base Rent in equal monthly installments, in advance and without demand

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on the first day of each month for and with respect to such month, except that, if the Rent Commencement Date is any day other than the first day of a calendar month, Base Rent due for the period between the Rent Commencement Date and the last day of the calendar month in which the Rent Commencement Date occurs shall be due on the Rent Commencement Date. Rent shall be payable to Landlord or, if Landlord shall so direct in writing, to Landlord’s agent or nominee, in lawful money of the United States which shall be legal tender for payment of all debts and dues, public and private, at the time of payment.

5.2 Operating Costs.

(a) “Operating Costs” shall mean all costs incurred and expenditures of whatever nature made by Landlord in the operation, management, repair, replacement, maintenance and insurance (including, without limitation, environmental liability insurance and property insurance on Landlord-supplied leasehold improvements for tenants, but not property insurance on tenants’ equipment) of the Property or allocated to the Property, including without limitation all costs of labor (wages, salaries, fringe benefits, etc.) up to and including the Director of Property Management, however denominated, any costs for utilities supplied to exterior areas and the Common Areas, and any costs for repair and replacements, cleaning and maintenance of the exterior areas and the Common Areas, including, without limitation, the parking areas serving the Building, related equipment, facilities and appurtenances and HVAC equipment, security services, a management fee paid to Landlord’s property manager in the amount not to exceed four percent (4%) of gross revenues of the Building, the costs (“Management Office Costs”), including, without limitation, a commercially reasonable rental factor, of Landlord’s management office for the Property, which management office may be located outside the Property and which may serve other properties in addition to the Property (in which event such costs shall be equitably allocated among the properties served by such office), and the cost of operating any amenities in the Property available to all tenants of the Property and any subsidy provided by Landlord for or with respect to any such amenity, and the Annual Charge-Off (as hereinafter defined) with respect to a Permitted Capital Expenditure (as hereinafter defined). Operating Costs shall include costs (“Common Campus Costs”) incurred by Landlord in the operation, management, repair, replacement, maintenance and insurance of the Common Areas of the Campus which are available for Tenant’s use, including, without limitation, the parking areas available to Tenant for Tenant’s use and the Pavilion. So long as the Cafeteria is in operation, the Common Campus Costs shall include the costs of operating and maintaining the Cafeteria to the extent such costs exceed the income of the Cafeteria. Landlord shall proportionately, unless Landlord has reasonable basis to do so otherwise, allocate the Common Campus Costs among the buildings comprising the Campus. Operating Costs shall not include Excluded Costs (hereinafter defined).

(b) Capital Expenditures. Permitted Capital Expenditures (as hereinafter defined) shall only be included in Operating Costs for each fiscal year during the Term to the extent of the Annual Charge-Off, as hereinafter defined, for such fiscal year with respect to such capital expenditure. Operating Costs shall not include any Annual Charge-Off with respect to Excluded Costs, as hereinafter defined. For the purposes hereof:

(i) “Annual Charge-Off” means the annual amount of principal and interest payments which would be required to repay a loan in equal monthly installments over the Useful Life, as defined below, of the capital item in question on a direct reduction basis at an annual interest rate equal to the Capital Interest Rate, as defined below, where the initial principal balance is the cost of the capital item in question.

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(ii) “Useful Life” shall be reasonably determined by Landlord in accordance with generally accepted accounting principles and commercially reasonable practices in effect at the time of acquisition of the capital item.

(iii) “Capital Interest Rate” shall be defined as an annual rate of either one percentage point over the AA bond rate (Standard & Poor’s corporate composite or, if unavailable, its equivalent) as reported in the financial press at the time the capital expenditure is made or, if the capital item is acquired through third-party financing, then the actual (including fluctuating) rate paid by Landlord in financing the acquisition of such capital item.

(c) “Excluded Costs” shall be defined as (i) any fixed or percentage ground rent payable to any ground lessor, or any mortgage charges (including interest, principal, points and fees and any debt service costs (provided however, that the provisions of this clause (i) shall not be deemed to exclude mortgage charges and debt service costs incurred with respect to Permitted Capital Expenditures, as hereinafter defined, from Operating Costs) (provided however, that the provisions of this clause (i) shall not be deemed to exclude mortgage charges and debt service costs incurred with respect to Permitted Capital Expenditures); (ii) brokerage commissions, marketing costs, concessions and leasehold improvement costs incurred in connection with the leasing of any rentable space at the Building or Campus including, without limitation, finders’ fees, attorneys’ fees and expenses, entertainment costs and travel expenses; (iii) salaries and bonuses and benefits of officers, executives of Landlord and administrative employees above the grade of Director of Property Management; (iv) the cost of work done by Landlord for a particular tenant or any special work or service performed for any tenant (including Tenant) billable to such tenant or any costs in connection with services or benefits that are provided to or for the particular benefit of other tenants but not offered to Tenant; (v) capital expenditures, except to the extent such capital expenditure is (A) required by any Legal Requirements enacted after the Execution Date, or (B) reasonably projected to reduce Operating Costs (collectively, “Permitted Capital Expenditures”); (vi) the costs of Landlord’s Work and any contributions made by Landlord to any tenant of the Property in connection with the build-out of its premises; (vii) franchise or income taxes imposed on Landlord; (viii) costs paid directly by individual tenants to suppliers, including tenant electricity, telephone and other utility costs; (ix) increases in premiums for insurance when such increase is caused by the use of the Building by Landlord or any other tenant of the Building; (x) depreciation of the Building or Campus or any part thereof (provided however, that the provisions of this clause (x) shall not be deemed to exclude depreciation incurred with respect to Permitted Capital Expenditures from Operating Costs; (xi) costs relating to maintaining Landlord’s existence as a corporation, partnership or other entity; (xii) advertising and other fees and costs incurred in procuring tenants; (xiii) the cost of any items for which Landlord is reimbursed by insurance, condemnation awards, refund, rebate or otherwise, and any expenses for repairs or maintenance to the extent covered by warranties, guaranties and service contracts; (xiv) attorneys’ fees incurred in connection with lease negotiations, disputes with individual tenants and/or for the existence, maintenance or non-Building or Campus related operations of the legal entity or entities of which Landlord is comprised or the development of additional space at the Building or Campus; (xv) the cost of any items for which Landlord may be reimbursed by condemnation awards, refund, rebate or otherwise, and any expenses for repairs or maintenance to the extent covered by warranties, guaranties and service contracts; (xvi) Taxes; (xvii) the cost of any repairs or

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restoration required because of fire, other casualty or taking, provided, however, that Operating Costs may include costs of repairs which are not covered because the cost of such repairs is within a commercially reasonable deductible carried under Landlord’s casualty insurance policy (Tenant hereby agreeing that, as of the Execution Date, $10,000.00 is a commercially reasonable deductible, (xviii) management and administrative fees, other than as provided in Section 5.2(a) above; (xix) the cost of remediating Hazardous Materials from the Building or the Campus other than Included Hazardous Materials, as hereinafter defined; “Included Hazardous Materials” shall be defined as all Hazardous Materials, other than: (A) any material or substance located in the Building or the Property on the Execution Date which, as of the Execution Date, is not considered under then existing Legal Requirements, to be Hazardous Material, but which is subsequently determined to be a Hazardous Material by reason of a Legal Requirement which first becomes effective after the Execution Date of this Lease, and (B) any material or substance that is introduced to the Building or the Property after the Execution Date which, when introduced to the Building or the Property, is not then (i.e., at the time of introduction to the Building or the Property) considered, as a matter of any Legal Requirement, to be a Hazardous Material, but which is subsequently determined to be a Hazardous Material by reason of Legal Requirements which first becomes effective after the date of introduction of such material or substance to the Building or Property; (xx) any cost covered by a warranty that Landlord is required to obtain in connection with the Building or the Land; (xxi) any amounts paid to a person, firm, corporation or other entity under common ownership and control with Landlord that is in excess of a commercially reasonable amount paid on a market rate basis (other than management fees); (xxii) depreciation of the Building or Campus or any part thereof (provided however, that the provisions of this clause (xxiii) shall not be deemed to exclude depreciation incurred with respect to Permitted Capital Expenditures from Operating Costs; (xxiv) any compensation paid to personnel in retail concessions operated by Landlord and any subsidies or concessions to third parties operating retail concessions at the Building or the Campus, provided that the provisions of this clause (xxv) shall not be deemed to exclude from Operating Costs such compensation, subsidies or concessions incurred by Landlord with respect the Pavilion; (xxvi) replacement or contingency reserves; (xxvii) Landlord’s general overhead, including costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Building management, or between Landlord and other tenants or occupants, provided however, that the provisions of this clause (xxvii) shall not be deemed to exclude an equitable allocation of Management Office Costs, as set forth in Section 5.2(a) above; and (xxviii) the cost of acquiring sculptures, paintings and other objects of art. Notwithstanding anything to the contrary contained herein, the properly passed through cost of any Permitted Capital Expenditures shall be amortized over the Useful Life of such capital item.

(d) Payment of Operating Costs. Commencing as of the Rent Commencement Date and continuing thereafter throughout the remainder of the Term, Tenant shall pay to Landlord, as Additional Rent, Tenant’s Share of Operating Costs. Landlord may make a good faith estimate of Tenant’s Share of Operating Costs for any fiscal year or part thereof during the Term, and Tenant shall pay to Landlord, on the Rent Commencement Date and on the first (1st) day of each calendar month thereafter, an amount equal to Tenant’s Share of Operating Costs for such fiscal year and/or part thereof divided by the number of months therein. Landlord may estimate and re-estimate Tenant’s Share of Operating Costs and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Tenant’s Share of Operating Costs shall be appropriately adjusted in accordance with the estimations so that, by the end of the fiscal year in question, Tenant shall have paid all of Tenant’s Share of Operating Costs as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual Operating Costs are available for each fiscal year.

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(e) Annual Reconciliation. Landlord shall, within one hundred twenty (120) days after the end of each fiscal year, deliver to Tenant a reasonably detailed statement of the actual amount of Operating Costs for such fiscal year (“Year End Statement”). Failure of Landlord to provide the Year End Statement within the time prescribed shall not relieve Tenant from its obligations hereunder; provided, however, Landlord shall be obligated to bill any Operating Costs on or before the date (“Outside Billing Date”) which is two (2) years after the end of the fiscal year in which the expenditure is made. If the total of such monthly remittances on account of any fiscal year is greater than Tenant’s Share of Operating Costs actually incurred for such fiscal year, then, provided no Event of Default has occurred, Tenant may credit the difference against the next installment of Rent or Additional Rent on account of Operating Costs due hereunder, except that if such difference is determined after the end of the Term, Landlord shall refund such difference to Tenant within thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. If the total of such remittances is less than Tenant’s Share of Operating Costs actually incurred for such fiscal year, Tenant shall pay the difference to Landlord, as Additional Rent hereunder, within thirty (30) days of Tenant’s receipt of an invoice therefor. Landlord’s estimate of Operating Costs for the next fiscal year shall be based upon the Operating Costs actually incurred for the prior fiscal year as reflected in the Year-End Statement plus a reasonable adjustment based upon estimated increases in Operating Costs. The provisions of this Section 5.2(d) shall survive the expiration or earlier termination of this Lease.

(f) Part Years. If the Rent Commencement Date or the Expiration Date occurs in the middle of a calendar year, Tenant shall be liable for only that portion of the Operating Costs with respect to such calendar year after the Rent Commencement Date on a pro-rated basis.

(g) Gross-Up. If, during any calendar year, less than 95% of the Building is occupied by tenants or if Landlord was not supplying all tenants with the services being supplied to Tenant hereunder, actual Operating Costs incurred shall be reasonably extrapolated by Landlord on an item-by-item basis to the reasonable Operating Costs that would have been incurred if the Building was 95% occupied and such services were being supplied to all tenants, and such extrapolated Operating Costs shall, for all purposes hereof, be deemed to be the Operating Costs for such fiscal year. This “gross up” treatment shall be applied only with respect to variable Operating Costs arising from services provided to Common Areas or to space in the Building being occupied by tenants (which services are not provided to vacant space or may be provided only to some tenants) in order to allocate equitably such variable Operating Costs to the tenants receiving the benefits thereof.

(h) Audit Right. Provided there is no Event of Default nor any event which, with the passage of time and/or the giving of notice would constitute an Event of Default, Tenant may, upon at least thirty (30) days’ prior written notice, inspect or audit Landlord’s records relating to Operating Costs for any periods of time within the previous fiscal year before the audit or inspection. However, no audit or inspection shall extend to periods of time before the Term Commencement Date. If Tenant fails to object to the calculation of Tenant’s Share of Operating Costs on the Year-End Statement within ninety (90) days after such statement has been delivered to Tenant and/or fails to complete any such audit or inspection within one hundred twenty (120)

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days after receipt of the Year End Statement, then Tenant shall be deemed to have waived its right to object to the calculation of Tenant’s Share of Operating Costs for the year in question and the calculation thereof as set forth on such statement shall be final. Tenant’s audit or inspection shall be conducted only at Landlord’s offices or the offices of Landlord’s property manager during business hours reasonably designated by Landlord. Tenant shall pay the cost of such audit or inspection. Tenant may not conduct an inspection or have an audit performed more than once during any fiscal year. If, after such inspection or audit has been performed, it is finally determined or mutually agreed that there has been an underpayment by Tenant, then Tenant shall pay to Landlord, as Additional Rent hereunder, any underpayment of any such costs, as the case may be, within thirty (30) days after receipt of an invoice therefor. In the event the Landlord disagrees in good faith with the results of the audit, Landlord shall notify Tenant within fifteen (15) days of the audit, and Landlord and Tenant shall mutually select a neutral third party to evaluate the charges for Tenant’s Share of Operating Costs, and the results of such third party’s evaluation shall bind Landlord and Tenant and shall be final. Costs charged by any such third party shall be shared equally by Landlord and Tenant. If, after such inspection or audit has been performed, it is finally determined or mutually agreed that that there has been overpayment by Tenant, then Landlord shall credit such overpayment against the next installment(s) of Base Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration of the Term, Landlord shall promptly refund to Tenant the amount of such overpayment less any amounts then due from Tenant to Landlord. Tenant shall maintain the results of any such audit or inspection confidential and shall not be permitted to use any third party to perform such audit or inspection, other than an independent firm of certified public accountants (A) reasonably acceptable to Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit or inspection, and (C) which executes Landlord’s standard confidentiality agreement whereby it shall agree to maintain the results of such audit or inspection confidential. The provisions of this Section 5.2(g) shall survive the expiration or earlier termination of this Lease.

5.3 Taxes.

(a) “Taxes” shall mean the real estate taxes and other taxes, levies and assessments imposed upon the Building and the Land, and upon any personal property of Landlord used in the operation thereof, or on Landlord’s interest therein or such personal property; charges, fees and assessments for transit, housing, police, fire or other services or purported benefits to the Building and the Land (including without limitation any community preservation assessments); service or user payments in lieu of taxes; and any and all other taxes, levies, betterments, assessments and charges arising from the ownership, leasing, operation, use or occupancy of the Building and the Land or based upon rentals derived therefrom, which are or shall be imposed by federal, state, county, municipal or other governmental authorities. Taxes shall include Taxes (“Common Campus Taxes”) incurred by Landlord in connection with the Common Areas of the Campus which are available to Tenant’s use, including, without limitation, the parking areas which are available to Tenant for Tenant’s use and the Pavilion. From and after substantial completion of any occupiable improvements constructed as part of a Future Development, if such improvements are not separately assessed, Landlord shall reasonably allocate Taxes between the Building and such improvements and the land area associated with the same. Taxes shall not include any inheritance, estate, succession, gift, franchise, rental, income or profit tax, capital stock tax, capital levy or excise, or any income taxes arising out of or related to the ownership and operation of the Building and the Land, provided, however, that any of the same and any other tax,

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excise, fee, levy, charge or assessment, however described, that may in the future be levied or assessed as a substitute for or an addition to, in whole or in part, any tax, levy or assessment which would otherwise constitute Taxes, whether or not now customary or in the contemplation of the parties on the Execution Date of this Lease, shall constitute Taxes, but only to the extent calculated as if the Building and the Land were the only real estate owned by Landlord. “Taxes” shall also include reasonable expenses (including without limitation legal and consultant fees) of tax abatement or other proceedings contesting assessments or levies.

(b) “Tax Period” shall be any fiscal/tax period in respect of which Taxes are due and payable to the appropriate governmental taxing authority (i.e., as mandated by the governmental taxing authority), any portion of which period occurs during the Term of this Lease.

(c) Payment of Taxes. Commencing as of the Rent Commencement Date and continuing thereafter throughout the remainder of the Term, Tenant shall pay to Landlord, as Additional Rent, Tenant’s Share of Taxes. Landlord may make a good faith estimate of the Taxes to be due by Tenant for any Tax Period or part thereof during the Term, and Tenant shall pay to Landlord, on the Rent Commencement Date and on the first (1^st) day of each calendar month thereafter, an amount equal to Tenant’s Share of Taxes for such Tax Period or part thereof divided by the number of months therein. Landlord may estimate and re-estimate Tenant’s Share of Taxes and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Tenant’s Share of Taxes shall be appropriately adjusted in accordance with the estimations so that, by the end of the Tax Period in question, Tenant shall have paid all of Tenant’s Share of Taxes as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual Taxes are available for each Tax Period. If the total of such monthly remittances is greater than Tenant’s Share of Taxes actually due for such Tax Period, then, provided no Event of Default has occurred, Tenant may credit the difference against the next installment of Additional Rent on account of Taxes due hereunder, except that if such difference is determined after the end of the Term, Landlord shall refund such difference to Tenant within thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. If the total of such remittances is less than Tenant’s Share of Taxes actually due for such Tax Period, Tenant shall pay the difference to Landlord, as Additional Rent hereunder, within thirty (30) days of Tenant’s receipt of an invoice therefor. Landlord’s estimate for the next Tax Period shall be based upon actual Taxes for the prior Tax Period plus a reasonable adjustment based upon estimated increases in Taxes. The provisions of this Section 5.3(c) shall survive the expiration or earlier termination of this Lease.

(d) Effect of Abatements. Appropriate credit against Taxes shall be given for any refund obtained by reason of a reduction in any Taxes by the assessors or the administrative, judicial or other governmental agency responsible therefor after deduction of Landlord’s expenditures for reasonable legal fees and for other reasonable expenses incurred in obtaining the Tax refund.

(e) Part Years. If the Rent Commencement Date or the Expiration Date occurs in the middle of a Tax Period, Tenant shall be liable for only that portion of the Taxes, as the case may be, with respect to such Tax Period after the Rent Commencement Date.

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5.4 Late Payments.

(a) Any payment of Rent due hereunder not paid when due shall bear interest for each month or fraction thereof from the due date until paid in full at the annual rate of eighteen percent (18%), or at any applicable lesser maximum legally permissible rate for debts of this nature (the “Default Rate”).

(b) Additionally, if Tenant fails to make any payment within five (5) business days after the due date therefor, Landlord may charge Tenant a fee, which shall constitute liquidated damages, equal to three percent (3%) of any such late payment; provided, however, Landlord shall waive the late fee once in any twelve-(12)-month period in the event Tenant shall pay such late payment within five (5) business days following Landlord’s written notice to Tenant of the occurrence of such late payment.

(c) For each Tenant payment check to Landlord that is returned by a bank for any reason, Tenant shall pay a returned check charge equal to the amount as shall be customarily charged by Landlord’s bank at the time.

(d) Money paid by Tenant to Landlord shall be applied to Tenant’s account in the following order: first, to any unpaid Additional Rent, including without limitation late charges, returned check charges, legal fees and/or court costs chargeable to Tenant hereunder; and then to unpaid Base Rent.

(e) The parties agree that the late charge referenced in Section 5.4(b) represents a fair and reasonable estimate of the costs that Landlord will incur by reason of any late payment by Tenant, and the payment of late charges and interest are distinct and separate in that the payment of interest is to compensate Landlord for the use of Landlord’s money by Tenant, while the payment of late charges is to compensate Landlord for Landlord’s processing, administrative and other costs incurred by Landlord as a result of Tenant’s delinquent payments. Acceptance of a late charge or interest shall not constitute a waiver of Tenant’s default with respect to the overdue amount or prevent Landlord from exercising any of the other rights and remedies available to Landlord under this Lease or at law or in equity now or hereafter in effect.

(f) If Tenant during any six (6) month period shall be more than five (5) days delinquent in the payment of any installment of Rent on three (3) or more occasions, then, notwithstanding anything herein to the contrary, Landlord may, by written notice to Tenant, elect to require Tenant to pay all Base Rent and Additional Rent on account of Operating Costs and Taxes quarterly in advance. Such right shall be in addition to and not in lieu of any other right or remedy available to Landlord hereunder or at law on account of Tenant’s default hereunder.

5.5 No Offset; Independent Covenants; Waiver. Rent shall be paid without notice or demand, and without setoff, counterclaim, defense, abatement, suspension, deferment, reduction or deduction, except as expressly provided herein. TENANT WAIVES ALL RIGHTS (I) TO ANY ABATEMENT, SUSPENSION, DEFERMENT, REDUCTION OR DEDUCTION OF OR FROM RENT, AND (II) TO QUIT, TERMINATE OR SURRENDER THIS LEASE OR THE PREMISES OR ANY PART THEREOF, EXCEPT AS EXPRESSLY PROVIDED HEREIN. TENANT HEREBY ACKNOWLEDGES AND AGREES THAT THE OBLIGATIONS OF TENANT HEREUNDER SHALL BE SEPARATE AND INDEPENDENT COVENANTS AND AGREEMENTS, THAT RENT SHALL CONTINUE TO BE PAYABLE IN ALL EVENTS AND THAT THE OBLIGATIONS OF TENANT HEREUNDER SHALL CONTINUE UNAFFECTED, UNLESS THE REQUIREMENT TO PAY OR PERFORM THE SAME SHALL HAVE

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BEEN TERMINATED PURSUANT TO AN EXPRESS PROVISION OF THIS LEASE. LANDLORD AND TENANT EACH ACKNOWLEDGES AND AGREES THAT THE INDEPENDENT NATURE OF THE OBLIGATIONS OF TENANT HEREUNDER REPRESENTS FAIR, REASONABLE, AND ACCEPTED COMMERCIAL PRACTICE WITH RESPECT TO THE TYPE OF PROPERTY SUBJECT TO THIS LEASE, AND THAT THIS AGREEMENT IS THE PRODUCT OF FREE AND INFORMED NEGOTIATION DURING WHICH BOTH LANDLORD AND TENANT WERE REPRESENTED BY COUNSEL SKILLED IN NEGOTIATING AND DRAFTING COMMERCIAL LEASES IN MASSACHUSETTS, AND THAT THE ACKNOWLEDGEMENTS AND AGREEMENTS CONTAINED HEREIN ARE MADE WITH FULL KNOWLEDGE OF THE HOLDING IN WESSON V. LEONE ENTERPRISES, INC., 437 MASS. 708 (2002). SUCH ACKNOWLEDGEMENTS, AGREEMENTS AND WAIVERS BY TENANT ARE A MATERIAL INDUCEMENT TO LANDLORD ENTERING INTO THIS LEASE.

5.6 Survival. Any obligations under this Section 5 which shall not have been paid at the expiration or earlier termination of the Term shall survive such expiration or earlier termination and shall be paid when and as the amount of same shall be determined and be due.

6. GUARANTY. Intentionally Omitted.

7. LETTER OF CREDIT

7.1 Amount. Contemporaneously with the execution of this Lease, Tenant shall deliver either (i) cash in the amount specified in the Lease Summary Sheet (the “Cash Security Deposit”), which shall be held by Landlord in accordance with Section 7.5 below, or (ii) an irrevocable letter of credit to Landlord which shall (a) be in the amount specified in the Lease Summary Sheet and otherwise in the form attached hereto as Exhibit 5 or other form reasonably approved by Landlord (“Approved Issuer”); (b) name Landlord as its beneficiary; (c) be drawn on an FDIC insured financial institution reasonably satisfactory to Landlord that both (i) has an office in the greater Boston metropolitan area that will accept presentation of, and pay against, or allow for facsimile presentment for the payment of the Letter of Credit and (ii) satisfies both the Minimum Rating Agency Threshold and the Minimum Capital Threshold (as those terms are defined below); (d) be for a term of one (1) year, subject to extension in accordance with the terms hereof; and (e) have an outside expiration date no earlier than ninety (90) days after the scheduled Expiration Date of the then-current term of the Lease (the “Letter of Credit”). The “Minimum Rating Agency Threshold” shall mean that the issuing bank has outstanding unsecured, uninsured and unguaranteed senior long-term indebtedness that is then rated (without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation) “Baa” or better by Moody’s Investors Service, Inc. and/or “BBB” or better by Standard & Poor’s Rating Services, or a comparable rating by a comparable national rating agency designated by Landlord in its discretion. The “Minimum Capital Threshold” shall mean that the issuing bank has combined capital, surplus and undivided profits of not less than $10,000,000,000. Notwithstanding the foregoing, Landlord hereby agrees that, as of the Execution Date, Silicon Valley Bank is an Approved Issuer. The Letter of Credit (and any renewals or replacements thereof) shall be for a term of not less than one (1) year. If the issuer of the Letter of Credit gives notice of its election not to renew such Letter of Credit for any additional period, Tenant shall be required to deliver a substitute Letter of Credit satisfying the conditions hereof at least thirty (30) days prior to the expiration of the term

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of such Letter of Credit. If the issuer of the Letter of Credit fails to satisfy either or both of the Minimum Rating Agency Threshold or the Minimum Capital Threshold, Tenant shall be required to deliver a substitute letter of credit from another issuer reasonably satisfactory to the Landlord and that satisfies both the Minimum Rating Agency Threshold and the Minimum Capital Threshold not later than ten (10) business days after Landlord notifies Tenant of such failure. Tenant agrees that it shall from time to time, as necessary, whether as a result of a draw on the Letter of Credit by Landlord pursuant to the terms hereof or as a result of the expiration of the Letter of Credit then in effect, renew or replace the original and any subsequent Letter of Credit so that a Letter of Credit, in the amount required hereunder, is in effect until a date which is at least ninety (90) days after the Expiration Date. If Tenant fails to furnish such renewal or replacement at least forty-five (45) days prior to the stated expiration date of the Letter of Credit then held by Landlord, Landlord may draw upon such Letter of Credit and hold the proceeds thereof (and such proceeds need not be segregated) as a Security Deposit pursuant to the terms of this Article 7. Any renewal or replacement of the original or any subsequent Letter of Credit shall meet the requirements for the original Letter of Credit as set forth above, except that such replacement or renewal shall be issued by an Approved Issuer.

The Letter of Credit shall be held by Landlord, without liability for interest, as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease by the Tenant to be kept and performed during the Term. In no event shall the Letter of Credit be deemed to be a prepayment of Rent nor shall it be considered a measure of liquidated damages.

7.2 Application of Proceeds of Letter of Credit. Upon an Event of Default, or if any proceeding shall be instituted by or against Tenant pursuant to any of the provisions of any Act of Congress or State law relating to bankruptcy, reorganizations, arrangements, compositions or other relief from creditors (and, in the case of any proceeding instituted against it, if Tenant shall fail to have such proceedings dismissed within thirty (30) days) or if Tenant is adjudged bankrupt or insolvent as a result of any such proceeding, or if the issuer of the Letter of Credit gives notice of its election not to renew such Letter of Credit for any additional period and Tenant fails to deliver a substitute Letter of Credit satisfying the conditions hereof at least thirty (30) days prior to the expiration of the term of such Letter of Credit, Landlord at its sole option may draw down all or a part of the Letter of Credit. The balance of any Letter of Credit cash proceeds shall be held in accordance with Section 7.5 below. Should the entire Letter of Credit, or any portion thereof, be drawn down by Landlord, Tenant shall, upon the written demand of Landlord, deliver a replacement Letter of Credit in the amount drawn, and Tenant’s failure to do so within ten (10) business days after receipt of such written demand shall constitute an additional Event of Default hereunder. The application of all or any part of the cash proceeds of the Letter of Credit to any obligation or default of Tenant under this Lease shall not deprive Landlord of any other rights or remedies Landlord may have nor shall such application by Landlord constitute a waiver by Landlord.

7.3 Transfer of Letter of Credit. In the event that Landlord transfers its interest in the Premises, Tenant shall upon notice from and at no cost to Landlord, deliver to Landlord an amendment to the Letter of Credit or a replacement Letter of Credit naming Landlord’s successor as the beneficiary thereof. If Tenant fails to deliver such amendment or replacement within ten (10) business days after written notice from Landlord, Landlord shall have the right to draw down the entire amount of the Letter of Credit and hold the proceeds thereof in accordance with Section 7.5 below.

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7.4 Credit of Issuer of Letter of Credit. If the issuer of the Letter of Credit fails to satisfy either or both of the Minimum Rating Agency Threshold or the Minimum Capital Threshold, Tenant shall be required to deliver a substitute letter of credit from another issuer reasonably satisfactory to the Landlord and that satisfies both the Minimum Rating Agency Threshold and the Minimum Capital Threshold not later than ten (10) business days after Landlord notifies Tenant of such failure.

7.5 Cash Proceeds of Letter of Credit. Landlord shall hold the Cash Security Deposit and/or the balance of proceeds remaining after a draw on the Letter of Credit (each hereinafter referred to as the “Security Deposit”) as security for Tenant’s performance of all its Lease obligations. After an Event of Default, Landlord may apply the Security Deposit, or any part thereof, to Landlord’s damages without prejudice to any other Landlord remedy. Should Landlord apply all or any portion of the Security Deposit in accordance with the terms of this Lease, Tenant shall, upon the written demand of Landlord, deliver cash or a Letter of Credit in the amount applied, and Tenant’s failure to do so within twenty (20) days after receipt of such written demand shall constitute an additional Event of Default hereunder. Landlord has no obligation to pay interest on the Security Deposit and may co-mingle the Security Deposit with Landlord’s funds. If Landlord conveys its interest under this Lease, the Security Deposit, or any part not applied previously, may be turned over to the grantee in which case Tenant shall look solely to the grantee for the proper application and return of the Security Deposit.

7.6 Return of Security Deposit or Letter of Credit. Should Tenant comply with all of such terms, covenants and conditions and promptly pay all sums payable by Tenant to Landlord hereunder, the Security Deposit shall (less any portion thereof which may have been utilized by Landlord to cure any default or applied to any actual damage suffered by Landlord) be returned to Tenant within forty-five (45) days after the latest to occur of: (i) the end of the Term, (ii) the delivery by Tenant to Landlord of the Premises free and clear of all parties claiming under Tenant and in compliance with Section 21 of the Lease, and (iii) the delivery to Landlord of an acceptable Surrender Report, as defined in Section 21 of the Lease.

8. INTENTIONALLY OMITTED.

9. UTILITIES, LANDLORD’S SERVICES

9.1 Electricity; Water; Gas. All necessary separate metering equipment to measure Tenant’s consumption of electricity and gas in the Premises is currently installed in the Premises. Commencing as of the Rent Commencement Date, and continuing thereafter throughout the remainder of the Term, (i) Tenant shall timely pay for the cost of consumption of all electricity and gas in the Premises directly to the utility companies providing such services, and (ii) Tenant shall reimburse Landlord for the cost of water consumed in the Premises based upon Landlord’s actual monthly readings of the submetering equipment for water service within thirty (30) days of Tenant’s receipt of Landlord’s invoice therefor. At Tenant’s request, Landlord shall provide Tenant with reasonable back-up documentation for water charges and the method of allocating the charges to Tenant. Tenant shall maintain and keep in good order, condition and repair the metering equipment used to measure electricity and gas furnished to the Premises and any equipment exclusively serving the same. Tenant shall, within thirty (30) days of written request from Landlord, from time to time, provide to Landlord actual readings and invoices with respect to electricity and gas consumed in the Premises.

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9.2 Other Utilities. Subject to Landlord’s reasonable rules and regulations governing the same, Tenant shall, commencing as of the Rent Commencement and continuing thereafter throughout the remainder of the Term, obtain and pay, as and when due, for all other utilities and services consumed in and/or furnished to the Premises, together with all taxes, penalties, surcharges and maintenance charges pertaining thereto. The cost of consumption of such other utilities may either be included in Operating Expenses, or Tenant shall reimburse Landlord for the cost thereof based upon Landlord’s actual monthly readings of the applicable submetering equipment within thirty (30) days of Tenant’s receipt of Landlord’s invoice therefor. At Tenant’s request, Landlord shall provide Tenant with reasonable back-up documentation regarding the total charges and the method of allocating the charges to Tenant.

9.3 Interruption or Curtailment of Utilities. When necessary by reason of accident or emergency, or for repairs, alterations, replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, Landlord reserves the right, upon as much prior notice to Tenant as is practicable under the circumstances and no less than forty-eight (48) hours’ notice except in the event of an emergency, to interrupt, curtail, or stop (i) the furnishing of hot and/or cold water, and (ii) the operation of the plumbing and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any such interruption, curtailment, stoppage or suspension, but, subject to Section 10.7 hereof, there shall be no diminution or abatement of Rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of Tenant’s obligations hereunder reduced, and Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or systems.

9.4 Landlord’s Services. Subject to reimbursement pursuant to Section 5.2 above, Landlord shall provide the services described in Exhibit 6 attached hereto and made a part hereof (“Landlord’s Services”) at the level of service set forth herein. All costs incurred in connection with the provision of Landlord’s Services shall be included in Operating Costs.

10. MAINTENANCE AND REPAIRS

10.1 Maintenance and Repairs by Tenant. Tenant shall keep neat and clean and free of insects, rodents, vermin and other pests and in good repair, order and condition the Premises, including without limitation the entire interior of the Premises, all electronic, phone and data cabling and related equipment (other than building service equipment) that is installed by or for the exclusive benefit of the Tenant (whether located in the Premises or other portions of the Building), all fixtures, equipment and lighting therein, electrical equipment wiring, doors, non-structural walls, interior windows (for the avoidance of doubt, exterior windows and related assemblies shall be the responsibility of Landlord in accordance with Section 10.2 hereof) and floor coverings, reasonable wear and tear and damage by Casualty excepted. Tenant shall be solely responsible, at Tenant’s sole cost and expense, for the proper maintenance of all building systems, life-safety, sanitary, electrical, heating, air conditioning, plumbing, security or other systems and of all equipment and appliances located within and exclusively serving the Premises. Tenant agrees to provide regular maintenance by contract with a reputable qualified service contractor for the heating and air conditioning equipment servicing the Premises. Such maintenance contract and contractor shall be subject to Landlord’s reasonable approval. Tenant, at Landlord’s request, shall at reasonable intervals provide Landlord with copies of such contracts and maintenance and repair records and/or reports.

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10.2 Maintenance and Repairs by Landlord. Except as otherwise provided in Section 15, and subject to those obligations in Section 10.1 above, Landlord shall maintain and keep in good working order: (i) the foundation, roof, structure, exterior windows and related assemblies, structural floor slabs and columns, of the Building, and (ii) the base Building systems, including, without limitation, all common mechanical, electrical and HVAC systems serving the Building in good repair, order and condition. In addition, Landlord shall operate and maintain the Common Areas in substantially the same manner as comparable combination office and laboratory facilities in the vicinity of the Premises. All costs incurred by Landlord under this Section 10.2 shall be included in Operating Costs, subject to, and in accordance with Section 5.2.

10.3 Accidents to Sanitary and Other Systems. Tenant shall give to Landlord prompt notice of any fire or accident in the Premises or in the Building and of any damage to, or defective condition in, any part or appurtenance of the Building including, without limitation, sanitary, electrical, ventilation, heating and air conditioning or other systems located in, or passing through, the Premises. Except as otherwise provided in Section 15, and subject to Tenant’s obligations in Section 10.1 above, such damage or defective condition shall be remedied by Landlord with reasonable diligence, but, subject to Section 14.5 below, if such damage or defective condition was caused by any of the Tenant Parties, the cost to remedy the same shall be paid by Tenant.

10.4 Floor Load—Heavy Equipment. Tenant shall not place a load upon any floor of the Premises exceeding the floor load per square foot of area which such floor was designed to carry and which is allowed by Legal Requirements. Landlord represents that the floor loading capacity of the Premises is 100 pounds per rentable square foot. Landlord reserves the right to prescribe the weight and position of all safes, heavy machinery, heavy equipment, freight, bulky matter or fixtures (collectively, “Heavy Equipment”), in a commercially reasonable manner, which shall be placed so as to distribute the weight. Heavy Equipment shall be placed and maintained by Tenant at Tenant’s expense in settings sufficient in Landlord’s reasonable judgment to absorb and prevent vibration, noise and annoyance. Tenant shall not move any Heavy Equipment into or out of the Building without giving Landlord prior written notice thereof and observing all of Landlord’s Rules and Regulations with respect to the same. If such Heavy Equipment requires special handling, Tenant agrees to employ only persons holding a Master Rigger’s License to do said work, and that all work in connection therewith shall comply with Legal Requirements. Any such moving shall be at the sole risk and hazard of Tenant and Tenant will defend, indemnify and save Landlord and Landlord’s agents (including without limitation its property manager), contractors and employees (collectively with Landlord, the “Landlord Parties”) harmless from and against any and all claims, damages, losses, penalties, costs, expenses and fees (including without limitation reasonable legal fees) (collectively, “Claims”) resulting directly or indirectly from such moving except, subject to Section 14.5 hereof, to the extent caused by the negligence or willful misconduct of any Landlord Parties. Proper placement of all Heavy Equipment in the Premises shall be Tenant’s responsibility.

10.5 Premises Cleaning. Tenant shall be responsible, at its sole cost and expense, for janitorial and trash removal services and other biohazard disposal services for the Premises, including the laboratory areas thereof. Such services shall be performed by licensed (where required by law or governmental regulation), insured and qualified contractors approved in advance, in writing, by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned) and on a sufficient basis to ensure that the Premises are at all times kept neat and clean. Landlord shall provide a dumpster at the Building loading dock for Tenant’s disposal of non-biohazard material. All costs incurred by Landlord in connection with such dumpster shall be included in Operating Costs as provided in Section 5.2.

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10.6 Pest Control. Tenant, at Tenant’s sole cost and expense, shall cause the Premises to be exterminated on a monthly basis to Landlord’s reasonable satisfaction and shall cause all portions of the Premises used for the storage, preparation, service or consumption of food or beverages to be cleaned daily in a manner reasonably satisfactory to Landlord, and to be treated against infestation by insects, rodents and other vermin and pests whenever there is evidence of any infestation. Tenant shall not permit any person to enter the Premises for the purpose of providing such extermination services, unless such persons have been approved by Landlord. If requested by Landlord, Tenant shall, at Tenant’s sole cost and expense, store any refuse generated in the Premises by the consumption of food or beverages in a cold box or similar facility.

10.7 Service Interruptions.

(a) Abatement of Rent. In the event that: (i) there shall be an interruption, curtailment or suspension of any service or failure to perform any obligation required to be provided or performed by Landlord pursuant to Sections 9 and/or 10 (and no reasonably equivalent alternative service or supply is provided by Landlord) that shall materially interfere with Tenant’s use and enjoyment of the Premises, or any portion thereof (any such event, a “Service Interruption”), and (ii) such Service Interruption shall continue for five (5) consecutive business days following receipt by Landlord of written notice (the “Service Interruption Notice”) from Tenant describing such Service Interruption (“Abatement Service Interruption Cure Period”), and (iii) such Service Interruption shall not have been caused by an act or omission of Tenant or Tenant’s agents, employees, contractors or invitees (an event that satisfies the foregoing conditions (i)-(iii) being referred to hereinafter as a “Material Service Interruption”) then, Tenant, subject to the next following sentence, shall be entitled to an equitable abatement of Base Rent, Operating Costs and Taxes based on the nature and duration of the Material Service Interruption and the area of the Premises affected, for any and all days following the Material Service Interruption Cure Period that both (x) the Material Service Interruption is continuing and (y) Tenant does not use such affected areas of the Premises for any of the Permitted Uses. Any efforts by Tenant to respond or react to any Material Service Interruption, including, without limitation, any activities by Tenant to remove its personal property from the affected areas of the Premises, shall not constitute a use that precludes abatement pursuant to this Section 10.7(a). The Abatement Service Interruption Cure Period shall be extended by reason of any delays in Landlord’s ability to cure the Service Interruption in question caused by Landlord’s Force Majeure, provided however, that in no event shall the Abatement Service Interruption Cure Period with respect to any Service Interruption be longer than ten (10) consecutive business days after Landlord receives the applicable Service Interruption Notice.

(b) Tenant’s Termination Right. In the event that: (i) a Service Interruption occurs, and (ii) such Service Interruption continues for a period of ninety (90) consecutive days after Landlord receives a Service Interruption Notice with respect to such Service Interruption (“Termination Service Interruption Cure Period”), and (iii) such Service Interruption shall not have been caused by an act or omission of Tenant or Tenant’s agents, employees, or contractors, and (iv) for so long as Tenant ceases to use the affected portion of the Premises during such Service Interruption, then Tenant shall have the right to terminate this Lease by giving a written termination

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notice to Landlord after the expiration of the Termination Service Interruption Cure Period. If such Service Interruption is cured within ten (10) days (“Post-Termination Notice Cure Period”) after Landlord receives such termination notice, then Tenant shall have no right to terminate this Lease based upon such Service Interruption and Tenant’s termination notice shall be of no force or effect. The Termination Service Interruption Cure Period and the Post-Termination Notice Cure Period shall each be extended by reason of any delays in Landlord’s ability to cure the Service Interruption in question caused by Landlord’s Force Majeure, provided however, that in no event shall the aggregate extension of the Termination Service Interruption Cure Period and the Post-Termination Notice Cure Period by reason of Landlord’s Force Majeure exceed sixty (60) days.

(c) The provisions of this Section 10.7 shall not apply in the event of a Service Interruption caused by Casualty or Taking (see Section 15 hereof).

(d) The provisions of this Section 10.7 set forth Tenant’s sole rights and remedies, both in law and in equity, in the event of any Service Interruption.

11. ALTERATIONS AND IMPROVEMENTS BY TENANT

11.1 (a) Landlord’s Consent Required. Tenant shall not make any alterations, decorations, installations, removals, additions or improvements (collectively with Tenant’s Work, “Alterations”) in or to the Premises without Landlord’s prior written approval of the contractor(s), written plans and specifications and a time schedule therefor. Landlord reserves the right to require that Tenant use Landlord’s preferred vendor(s) for any Alterations that involve roof penetrations, alarm tie-ins, sprinklers, fire alarm and other life safety equipment. Tenant shall not make any amendments or additions to plans and specifications approved by Landlord without Landlord’s prior written consent. Landlord’s approval of non-structural Alterations shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, except to the extent as set forth in Exhibit 4, Landlord may withhold its consent in its sole discretion (a) to any Alteration to or affecting the fixed lab benches, fume hoods, roof and/or building systems, (b) with respect to matters of aesthetics relating to Alterations to or affecting the exterior of the Building, and (c) to any Alteration affecting the Building structure. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with Legal Requirements, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. In seeking Landlord’s approval, Tenant shall provide Landlord, at least fourteen (14) business days in advance of any proposed construction, with plans, specifications, bid proposals, certified stamped engineering drawings and calculations by Tenant’s engineer of record or architect of record, (including connections to the Building’s structural system, modifications to the Building’s envelope, non-structural penetrations in slabs or walls, and modifications or tie-ins to life safety systems), work contracts, requests for laydown areas and such other information concerning the nature and cost of the Alterations as Landlord may reasonably request. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials (whether building standard or non-building standard), appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant. Except as otherwise expressly set forth herein, all Alterations shall be done at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate. If Tenant shall make any Alterations, then Landlord may elect to require Tenant at the expiration or sooner termination of the Term to restore the Premises to substantially the same condition as existed immediately prior to the Alterations. Tenant shall provide Landlord with reproducible record drawings (in CAD format) of all Alterations within sixty (60) days after completion thereof.

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(b) Alterations Permitted without Landlord’s Consent. Notwithstanding anything to the contrary herein contained, Tenant shall have the right without obtaining the prior consent of Landlord, but upon prior notice to Landlord as provided below, to make Alterations to the Premises where: (i) the same are within the interior of the Premises, and do not affect the exterior of the Building and do not affect any of the Building’s systems or the ceiling of the Premises; (ii) the same do not affect the roof or any structural element of the Building, or the fire protection systems of the Building; (iii) the cost of any individual Alteration shall not exceed $150,000.00 in cost; (iv) Tenant shall comply with the provisions of this Lease, and if such work increases the cost of insurance or taxes, Tenant shall pay for any such increase in cost; and (v) Tenant gives Landlord at least five (5) business days’ prior notice describing such work in reasonable detail, accompanied by copies of plans and specifications therefor (to the extent plans and specifications are typically prepared in accordance with such work (the “Permitted Alterations”).

11.2 Supervised Work. Landlord and Tenant recognize that to the extent Landlord permits Tenant to perform any Alterations outside the Premises and/or affecting the Building systems, or if required by Legal Requirements, Landlord may need to make arrangements to have supervisory personnel on site. Accordingly, Landlord and Tenant agree as follows: Tenant shall give Landlord at least two (2) business days’ prior written notice of any time outside of normal construction hours (i.e., Monday-Friday, 7:00 a.m. to 3:00 p.m., excluding holidays) when Tenant intends to perform portions of Alterations (the “Supervised Work”). Tenant shall reimburse Landlord, within thirty (30) days after written demand therefor, for the reasonable third party out of pocket cost of Landlord’s supervisory personnel overseeing the Supervised Work.

11.3 Harmonious Relations. Tenant agrees that it will not, either directly or indirectly, use any contractors and/or materials if their use will create any difficulty, whether in the nature of a labor dispute or otherwise, with other contractors and/or labor engaged by Tenant or Landlord or others in the construction, maintenance and/or operation of the Building, the Property or any part thereof. In the event of any such difficulty, upon Landlord’s request, Tenant shall cause all contractors, mechanics or laborers causing such difficulty to leave the Property immediately.

11.4 Liens. No Alterations shall be undertaken by Tenant until (i) Tenant has made provision for written waiver of liens from all contractors for such Alteration; and (ii) with respect to any Alteration, the cost of which exceeds $500,000: (x) Tenant has provided Landlord with reasonable evidence that there is sufficient funding to pay for such Alteration, and (y) Tenant has required its general contractor to obtain appropriate surety payment and performance bonds which shall name Landlord as an additional obligee and has filed lien bond(s) (in jurisdictions where available) on behalf of such contractors. Any mechanic’s lien filed against the Premises or the Building for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense by filing the bond required by law or otherwise.

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11.5 General Requirements. Unless Landlord and Tenant otherwise agree in writing, Tenant shall (a) obtain Landlord’s written approval of any and all building permit applications relating to Alterations (including without limitation Permitted Alterations) to the Premises prior to submission thereof; (b) procure or cause others to procure on its behalf all necessary permits before undertaking any Alterations in the Premises (and provide copies thereof to Landlord); (c) perform all of such Alterations in a good and workmanlike manner, employing materials of good quality and in compliance with Landlord’s construction rules and regulations, all insurance requirements of this Lease, and Legal Requirements; and (d) defend, indemnify and hold the Landlord Parties harmless from and against any and all Claims occasioned by or growing out of such Alterations, except to the extent caused by the negligence or willful misconduct of any Landlord Parties. Tenant shall cause all contractors and subcontractors to maintain during the performance of any Alterations the insurance described in Exhibit 9 attached hereto.

12. SIGNAGE

12.1 Restrictions. Tenant shall have the right to install Building standard signage identifying Tenant’s business at the entrance to the Premises, which signage shall be subject to Landlord’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Subject to the foregoing, and subject to Section 12.2 below, Tenant shall not, without first obtaining Landlord’s written approval, place or suffer to be placed or maintained on the exterior of the Premises, or any part of the interior visible from the exterior thereof, any sign, banner, advertising matter or any other thing of any kind (including, without limitation, any hand-lettered advertising), and shall not place or maintain any decoration, letter or advertising matter on the glass of any window or door of the Premises without first obtaining Landlord’s written approval. No signs or blinds may be put on or in any window or elsewhere if visible from the exterior of the Building; provided, however, Tenant may continue to retain and replace the existing blinds in the Premises, provided that any replacement blinds are identical to the existing blinds in the Premises.

12.2 Exterior Signage. Provided that the following conditions, which may be waived by Landlord in its sole discretion, are satisfied, Tenant has not assigned its interest in this Lease nor sublet more than fifty percent (50%) of the Premises to anyone other than to Affiliated Entities (hereinafter defined) and/or a Successor (hereinafter defined), Tenant shall have the right to erect and maintain at the entrance to the Premises one (1) sign identifying Tenant’s business, the size of which shall not exceed Tenant’s Share of the exterior Building signage allowed by Legal Requirements (the “Exterior Signage”), provided (i) the Exterior Signage complies with (A) the requirements of Exhibit 12 attached hereto and made a part hereof and (B) all Legal Requirements (and Tenant shall have obtained any necessary permits prior to erecting the Exterior Signage), (ii) such signage shall be placed in the same location as the existing signage for the Existing Tenant, (iii) the materials, design, lighting and method of installation of the Exterior Signage, and any requested changes thereto, shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (iv) Tenant shall at all times maintain the Exterior Signage in good order, condition and repair and shall remove the Exterior Signage at the expiration or earlier termination of the Term hereof or upon Landlord’s written demand after the failure of Tenant to comply with the provisions of this Section 12.2, and shall repair any damage to the Building caused by the Exterior Signage or the installation or removal thereof. Tenant shall have the right, from time to time throughout the term of this Lease, to replace its signage (if any) with signage which is equivalent to the signage being replaced, subject to all of the terms and conditions of this Section 12.2.

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12.3 Monument Sign. Subject to Legal Requirements, Landlord shall list Tenant’s name and logo on the Property’s monument sign. The initial listing of Tenant’s name on the Monument Sign shall be at Landlord’s expense. The parties hereby agree that the maintenance and removal of such Tenant’s Monument Signage (including, without limitation, the repair and cleaning of the existing monument façade upon removal of Tenant’s Monument Signage) shall be performed by Landlord and the costs incurred by Landlord shall be included in Operating Costs in accordance with Section 5.2, except that Tenant shall be responsible for the cost of any change in Tenant’s Monument Signage during the initial Term of the Lease.

12.4 Building Directory. Tenant acknowledges that, as of the Execution Date of this Lease, there exists no common Building lobby directory. In the event that Landlord installs a Building lobby directory, Tenant shall have the right, during the Term of this Lease, to list Tenant’s name on the Building lobby directory. The initial listing of Tenant’s name shall be at Landlord’s cost and expense. Any changes, replacements or additions by Tenant to such directory shall be at Tenant’s sole cost and expense.

13. ASSIGNMENT, MORTGAGING AND SUBLETTING

13.1 Landlord’s Consent Required. Tenant shall not mortgage or encumber this Lease or in whole or in part whether at one time or at intervals, operation of law or otherwise. Except as expressly otherwise set forth herein, Tenant shall not, without Landlord’s prior written consent, assign, sublet, license or transfer this Lease or the Premises in whole or in part whether by changes in the ownership or control of Tenant, or any direct or indirect owner of Tenant, whether at one time or at intervals, by sale or transfer of stock, partnership or beneficial interests, operation of law or otherwise, or permit the occupancy of all or any portion of the Premises by any person or entity other than Tenant’s employees (each of the foregoing, a “Transfer”). Any purported Transfer made without Landlord’s consent, if required hereunder, shall be void and confer no rights upon any third person, provided that if there is a Transfer, Landlord may collect rent from the transferee without waiving the prohibition against Transfers, accepting the transferee, or releasing Tenant from full performance under this Lease. In the event of any Transfer in violation of this Section 13, Landlord shall have the right to terminate this Lease upon thirty (30) days’ written notice to Tenant given within sixty (60) days after receipt of written notice from Tenant to Landlord of any Transfer, or within one (1) year after Landlord first learns of the Transfer if no notice is given. No Transfer shall relieve Tenant of its primary obligation as party-Tenant hereunder, nor shall it reduce or increase Landlord’s obligations under this Lease.

13.2 Landlord’s Recapture Right. Except in the event of any Permitted Transfer, as defined in Section 13.7, Tenant shall, prior to offering or advertising the Premises or any portion thereof for a Transfer, give a written notice (the “Recapture Offer”) to Landlord which: (i) states that Tenant desires to make a Transfer, (ii) identifies the affected portion of the Premises (the “Recapture Premises”), (iii) identifies the period of time (the “Recapture Period”) during which Tenant proposes to sublet the Recapture Premises, or indicates that Tenant proposes to assign its interest in this Lease, and (iv) offers to Landlord to terminate this Lease with respect to the Recapture Premises (in the case of a proposed assignment of Tenant’s interest in this Lease or a subletting for the remainder of the term of this Lease) or to suspend the Term for the Recapture Period (i.e. the Term with respect to the Recapture Premises shall be terminated during the Recapture Period and Tenant’s rental obligations shall be proportionately reduced). Landlord shall have fifteen (15) business days within which to respond to the Recapture Notice by either accepting or rejecting the Recapture Offer.

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13.3 Standard of Consent to Transfer. If Landlord does not timely give written notice to Tenant accepting a Recapture Offer or declines to accept the same, then Landlord agrees that, subject to the provisions of this Section 13, Landlord shall not unreasonably withhold, condition or delay its consent to a Transfer on the terms contained in the Recapture Notice to an entity which will use the Premises for any of the Permitted Uses. In any event, Landlord shall respond to Tenant’s request for its consent to a Transfer within fifteen (15) business days after Tenant gives Landlord a written request for such consent and provides to Landlord all information and documentation relating to such proposed Transfer as Landlord may reasonably request.

Without limiting the reasonable reasons why Landlord may withhold its consent to a proposed Transfer, it shall be reasonable for Landlord to withhold its consent to a proposed Transfer if, in Landlord’s reasonable opinion: (a) the Proposed Transferee does not have a tangible net worth and other financial indicators sufficient to meet the Transferee’s obligations under the Transfer instrument in question; (b) the Proposed Transferee has a business reputation that is not compatible with the operation of a first-class combination laboratory, research, development and office building; or (c) the intended use of such entity violates any restrictive use provisions then in effect with respect to space in the Building.

13.4 Listing Confers no Rights. The listing of any name other than that of Tenant, whether on the doors of the Premises or on the Building directory, or otherwise, shall not operate to vest in any such other person, firm or corporation any right or interest in this Lease or in the Premises or be deemed to effect or evidence any consent of Landlord, it being expressly understood that any such listing is a privilege extended by Landlord revocable at will by written notice to Tenant.

13.5 Profits In Connection with Transfers. Except with respect to any Permitted Transfers, as defined in Section 13.7, and with respect to Flagship Subleases, as defined in Section 13.8, Tenant shall, within thirty (30) days of receipt thereof, pay to Landlord fifty percent (50%) of any rent, sum or other consideration to be paid or given in connection with any Transfer, either initially or over time, after deducting reasonable actual out-of-pocket legal, and brokerage expenses incurred by Tenant and unamortized improvements paid for by Tenant in connection therewith and any rental concessions, in excess of Rent hereunder as if such amount were originally called for by the terms of this Lease as Additional Rent.

13.6 Prohibited Transfers. Notwithstanding any contrary provision of this Lease, Tenant shall have no right to make a Transfer unless on both (i) the date on which Tenant notifies Landlord of its intention to enter into a Transfer and (ii) the date on which such Transfer is to take effect, there is no Event of Default under this Lease. Notwithstanding anything to the contrary contained herein, Tenant agrees that in no event shall Tenant make a Transfer to (a) any government agency; (b) any tenant, subtenant or occupant of other space in the Building if vacant space of a size and term comparable to the portion of the Premises subject to the Transfer then exists in the Building; or (c) any entity with whom Landlord shall have negotiated for space in the Property in the three (3) months immediately preceding such proposed Transfer.

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13.7 Exceptions to Requirement for Consent. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, and without giving Landlord a Recapture Notice, to (a) make a Transfer to an Affiliated Entity (hereinafter defined) so long as the transfer to such Affiliated Entity is for legitimate business purposes (and not for the purpose of avoiding the provisions of this Section 13), and (b) assign all of Tenant’s interest in and to the Lease to a Successor, provided that prior to or simultaneously with any assignment pursuant to this Section 13.7, such Affiliated Entity or Successor, as the case may be, and Tenant execute and deliver to Landlord an assignment and assumption agreement in form and substance reasonably acceptable to Landlord whereby such Affiliated Entity or Successor, as the case may be, shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in the Lease on the part of Tenant to be performed, and whereby such Affiliated Entity or Successor, as the case may be, shall expressly agree that the provisions of this Section 13 shall, notwithstanding such Transfer, continue to be binding upon it with respect to all future Transfers. For the purposes hereof, an “Affiliated Entity” shall be defined as any entity which is controlled by, is under common control with, or which controls Tenant. For the purposes hereof, a “Successor” shall be defined as any entity into or with which Tenant is merged or with which Tenant is consolidated or which acquires all or substantially all of Tenant’s stock or assets, provided that the surviving entity shall have a net worth and other financial indicators sufficient to meet Tenant’s obligations hereunder. Tenant shall give Landlord at least ten (10) days’ prior written notice of any Permitted Transfer in advance of such Permitted Transfer, provided that such prior notice of the Permitted Transfer is not prohibited by either Legal Requirements or by the terms of a confidentiality agreement entered into between Tenant and the Permitted Transferee, however, in all events, notice of such Permitted Transfer shall be provided to Landlord no later than five (5) days following such Permitted Transfer. Notice of any Permitted Transfer shall include evidence, reasonably satisfactory to Landlord, that the conditions to the Permitted Transfer in question have been satisfied. Transfers to Affiliated Entities and to Successors which are permitted pursuant to this Section 13.7, and Transfers to Flagship Entities which permitted pursuant to Section 13.8 below, are referred to collectively herein as “Permitted Transfers”, and such Affiliated Entities, Flagship Entities, and Successors are referred to herein as “Permitted Transferees”.

13.8 Flagship Subleases. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, upon at least ten (10) days’ prior written notice from Tenant to Landlord, without obtaining Landlord’s consent, and without giving Landlord a Recapture Notice, to enter into Flagship Subleases, as hereinafter defined. A “Flagship Sublease” shall be defined as a sublease or license of Internal Sublet Space, as hereinafter defined, to Flagship Entities, as hereinafter defined, provided however, that: (i) at no time shall more than 10,000 rentable square feet of the Premises, in the aggregate, be subject to Flagship Subleases, and (ii) no sublease or license shall be considered to be a Flagship Sublease if it is entered into for the purposes of avoiding the operation of the provisions of this Article 13 (e.g., without limitation, the requirement of obtaining Landlord’s consent to such sublease, Landlord’s recapture rights, etc.). A “Flagship Entity” shall be defined as any person or entity operating a business which, as of the date of that such person or entity first occupies any portion of the Premises pursuant to its Flagship Sublease, has been provided funding from Flagship Pioneering (formerly known as Flagship Ventures) which is either: (i) more than fifty (50%) percent of the total funding received by such person or entity, or (ii) $1,000,000. An “Internal Sublet Space” shall consist of an area located in the Premises which has access to the Common Areas of the Building only through Tenant’s reception area.

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14. INSURANCE; INDEMNIFICATION; EXCULPATION

14.1 Tenant’s Insurance.

(a) Tenant shall procure, pay for and keep in force throughout the Term (and for so long thereafter as Tenant remains in occupancy of the Premises) commercial general liability insurance insuring Tenant on an occurrence basis against all claims and demands for personal injury liability (including, without limitation, bodily injury, sickness, disease, and death) or damage to property which may be claimed to have occurred from and after the time any of the Tenant Parties shall first enter the Premises, of not less than Three Million Dollars ($3,000,000) per occurrence, Five Million Dollars ($5,000,000) aggregate, and from time to time thereafter shall be not less than such higher amounts, if procurable, as may be reasonably required by Landlord. Tenant shall also carry umbrella liability coverage in an amount of no less than Five Million Dollars ($5,000,000). Such policy shall also include contractual liability coverage covering Tenant’s liability assumed under this Lease. Such insurance policy(ies) shall name Landlord, Landlord’s managing agent and persons claiming by, through or under them, if any, as additional insureds.

(b) Tenant shall take out and maintain throughout the Term a policy of fire, vandalism, malicious mischief, extended coverage and so-called “all risk” coverage insurance in an amount equal to one hundred percent (100%) of the replacement cost insuring (i) all items or components of Alterations (collectively, the “Tenant-Insured Improvements”), and (ii) all of Tenant’s furniture, equipment, fixtures and property of every kind, nature and description related or arising out of Tenant’s leasehold estate hereunder, which may be in or upon the Premises or the Building, including, without limitation, all of Tenant’s animals (collectively, “Tenant’s Property”). The insurance required to be maintained by Tenant pursuant to this Section 14.1(b) (referred to herein as “Tenant Property Insurance”) shall insure the interests of both Landlord and Tenant as their respective interests may appear from time to time.

(c) Tenant shall take out and maintain a policy of business interruption insurance throughout the Term sufficient to cover at least twelve (12) months of Rent due hereunder and Tenant’s business losses during such 12-month period.

(d) During periods when Tenant’s Work and/or any Alterations are being performed, Tenant shall maintain, or cause to be maintained, so-called all risk or special cause of loss property insurance or its equivalent and/or builders risk insurance on 100% replacement cost coverage basis, including hard and soft costs coverages. Such insurance shall protect and insure Landlord, Landlord’s agents, Tenant and Tenant’s contractors, as their interests may appear, against loss or damage by fire, water damage, vandalism and malicious mischief, and such other risks as are customarily covered by so-called all risk or special cause of loss property / builders risk coverage or its equivalent.

(e) Tenant shall procure and maintain at its sole expense such additional insurance as may be necessary to comply with any Legal Requirements.

(f) Tenant shall cause all contractors and subcontractors to maintain during the performance of any Alterations the insurance described in Exhibit 9 attached hereto.

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(g) The insurance required pursuant to Sections 14.1(a), (b), (c), (d) and (e) (collectively, “Tenant’s Insurance Policies”) shall be effected with insurers approved by Landlord, with a rating of not less than “A-XI” in the current Best’s Insurance Reports, and authorized to do business in the Commonwealth of Massachusetts under valid and enforceable policies. Tenant’s Insurance Policies shall each provide that it shall not be canceled or modified without at least ten (10) days’ prior written notice to each insured named therein; provided, however, in the event Tenant’s insurer will not provide such notice, Tenant shall be obligated to provide Landlord with ten (10) days’ prior written notice of any cancellation or modification. Tenant’s Insurance Policies may include deductibles in an amount no greater than the greater of $25,000 or commercially reasonable amounts. On or before the date on which any of the Tenant Parties shall first enter the Premises and thereafter not less than five (5) days prior to the expiration date of each expiring policy, Tenant shall deliver to Landlord binders of Tenant’s Insurance Policies issued by the respective insurers setting forth in full the provisions thereof together with evidence satisfactory to Landlord of the payment of all premiums for such policies. In the event of any claim, and upon Landlord’s request, Tenant shall deliver to Landlord complete copies of Tenant’s Insurance Policies. Upon request of Landlord, Tenant shall deliver to any Mortgagee copies of the foregoing documents.

14.2 Indemnification. Except to the extent caused by the negligence or willful misconduct of any of the Landlord Parties, Tenant shall defend, indemnify and save the Landlord Parties harmless from and against any and all Claims asserted by or on behalf of any person, firm, corporation or public authority arising from:

(a) Tenant’s breach of any covenant or obligation under this Lease;

(b) Any injury to or death of any person, or loss of or damage to property, sustained or occurring in or upon the Premises;

(c) Any injury to or death of any person, or loss of or damage to property arising out of the use or occupancy of the Premises by or the negligence or willful misconduct of any of the Tenant Parties; and

(d) On account of or based upon any work or thing whatsoever done (other than by Landlord or any of the Landlord Parties) at the Premises during the Term and during the period of time, if any, prior to the Term Commencement Date that any of the Tenant Parties may have been given access to the Premises.

14.3 Property of Tenant. Tenant covenants and agrees that, to the maximum extent permitted by Legal Requirements, all of Tenant’s Property at the Premises shall be at the sole risk and hazard of Tenant, and that if the whole or any part thereof shall be damaged, destroyed, stolen or removed from any cause or reason whatsoever, no part of said damage or loss shall be charged to, or borne by, Landlord, except, subject to Section 14.5 hereof, to the extent such damage or loss is due to the negligence or willful misconduct of any of the Landlord Parties.

14.4 Limitation of Landlord’s Liability for Damage or Injury. Landlord shall not be liable for any injury or damage to persons, animals, or property resulting from fire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations or disturbance, water, rain or snow or leaks from any part of the Building or from the pipes, appliances, equipment or plumbing works or from the roof, street or sub-surface or from any other place or caused by dampness, vandalism, malicious mischief or by any other cause of

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whatever nature, except, subject to Section 14.5, to the extent caused by or due to the negligence or willful misconduct of any of the Landlord Parties, and then, where notice and an opportunity to cure are appropriate (i.e., where Tenant has an opportunity to know of such condition sufficiently in advance of the occurrence of any such injury or damage resulting therefrom as would have enabled Landlord to prevent such damage or loss had Tenant notified Landlord of such condition) only after (i) notice to Landlord of the condition claimed to constitute negligence or willful misconduct, and (ii) the expiration of a reasonable time after such notice has been received by Landlord without Landlord having commenced to take all reasonable and practicable means to cure or correct such condition. Notwithstanding the foregoing, in no event shall any of the Landlord Parties be liable for any loss which is covered by insurance policies actually carried or required to be so carried by this Lease; nor shall any of the Landlord Parties be liable for any such damage caused by other tenants or persons in the Building or caused by operations in construction of any private, public, or quasi-public work; nor shall any of the Landlord Parties be liable for any latent defect in the Premises or in the Building.

14.5 Waiver of Subrogation; Mutual Release. Landlord and Tenant each hereby waives on behalf of itself and its property insurers (none of which shall ever be assigned any such claim or be entitled thereto due to subrogation or otherwise) any and all rights of recovery, claim, action, or cause of action against the other and its agents, officers, servants, partners, shareholders, or employees (collectively, the “Related Parties”) for any loss or damage that may occur to or within the Premises or the Building or any improvements thereto, or any personal property of such party therein which is insured against under any Property Insurance (as defined in Section 14.7) policy actually being maintained by the waiving party from time to time, even if not required hereunder, or which would be insured against under the terms of any Property Insurance policy required to be carried or maintained by the waiving party hereunder, whether or not such insurance coverage is actually being maintained, including, in every instance, such loss or damage that may be caused by the negligence of the other party hereto and/or its Related Parties. Landlord and Tenant each agrees to cause appropriate clauses to be included in its Property Insurance policies necessary to implement the foregoing provisions. For avoidance of doubt, each party (“Waiving Party”) expressly waives any claim which it might have against the other party (“Released Party”) for damage to property which is not covered by reason of any deductible or self-insured retention under the Waiving Party’s Property Insurance, or by reason of the fact that the Waiving Party is self-insuring damage to its property.

14.6 Tenant’s Acts—Effect on Insurance. Tenant shall not do or permit any Tenant Party to do any act or thing upon the Premises or elsewhere in the Building which will invalidate or be in conflict with any insurance policies covering the Building and the fixtures and property therein; and shall not do, or permit to be done, any act or thing upon the Premises which shall subject Landlord to any liability or responsibility for injury to any person or persons or to property by reason of any business or operation being carried on upon said Premises or for any other reason. Notwithstanding anything to the contrary contained herein, Tenant shall not be liable for any increases in the rate of insurance unless such increases arise from Tenant’s manner of use of the Premises (as opposed to Tenant’s use of the Premises for the Permitted Uses). If by reason of the failure of Tenant to comply with the provisions hereof the insurance rate applicable to any policy of insurance shall at any time thereafter be higher than it otherwise would be, Tenant shall reimburse Landlord within thirty (30) days of Landlord’s written demand for that part of any insurance premiums which shall have been charged because of such failure by Tenant, together with interest at the Default Rate until paid in full, within thirty (30) days after receipt of an invoice therefor. In addition, Tenant shall reimburse Landlord for any increase in insurance premiums arising as a result of Tenant’s use and/or storage of any Hazardous Materials in the Premises.

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14.7 Landlord’s Insurance. Landlord shall carry at all times during the Term of this Lease (a) commercial general liability insurance with respect to the Building, the Land and the Common Areas in an amount not less than Five Million Dollars ($5,000,000) combined single limit per occurrence, (b) with respect to the Building, excluding Tenant-Insured Improvements and alterations made by other tenants or occupants, insurance against loss or damage caused by any peril covered under fire, extended coverage and all risk insurance with coverage against vandalism, malicious mischief and such other insurable hazards and contingencies as are from time to time normally insured against by owners of similar first-class multi-tenant buildings in the Town of Lexington or which are required by any Mortgagee, in an amount equal to one hundred percent (100%) of the full replacement cost thereof above foundation walls (“Landlord Property Insurance”), and (c) rent interruption insurance covering at least eighteen (18) months. Any and all such insurance (i) may be maintained under a blanket policy affecting other properties of Landlord and/or its affiliated business organizations, and (ii) may be written with commercially reasonable deductibles as determined by Landlord. The costs incurred by Landlord related to such insurance shall be included in Operating Costs. Tenant Property Insurance and Landlord Property Insurance are referred to collectively herein as “Property Insurance.”

15. CASUALTY; TAKING

15.1 Damage. If the Premises are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed immediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. Landlord shall, within sixty (60) days after any Casualty, deliver to Tenant an engineering estimate (“Restoration Estimate”) from a reputable contractor or engineer, setting forth an estimate of the period of time (“Restoration Period”) that it will take for Landlord to restore the Building and/or Premises, as aforesaid. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net

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Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be included in Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect pursuant to this Section 15.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.

15.2 Termination Rights.

(a) Landlord’s Termination Rights. Landlord may terminate this Lease upon thirty (30) days’ prior written notice to Tenant if:

(i) any material portion of the Building or any material means of access thereto is taken;

(ii) more than thirty-five percent (35%) of the Building is damaged by Casualty; or

(iii) if the estimated time to complete restoration exceeds one (1) year from the date on which Landlord receives all required permits for such restoration.

(b) Tenant’s Termination Rights. Tenant may terminate this Lease upon thirty (30) days’ prior written notice to Landlord if:

(i) any material portion of the Premises or any material means of access thereto is taken, so that, in Tenant’s reasonable judgment, the continued operation of Tenant’s business in the Premises is materially adversely affected;

(ii) if, 50% or more of the Building is damaged by a Casualty and the estimated Restoration Period, as set forth in the Restoration Estimate, exceeds one (1) year from the date on which Landlord receives all required permits for such restoration; or

(iii) if less than 50% of the Building is damaged by a Casualty, Tenant’s use of and/or access to the Premises is materially adversely affected by such Casualty, estimated Restoration Period, as set forth in the Restoration Estimate, exceeds six (6) months from the date on which Landlord receives all required permits for such restoration;

(iv) if Landlord is so required but fails to complete restoration of the Premises within the time frames and subject to the conditions set forth in Section 15.1 above, then Tenant may terminate this Lease upon thirty (30) days’ written notice to Landlord; provided, however, that if Landlord completes such restoration within thirty (30) days after receipt of any such termination notice on account of Landlord’s failure to so complete within the time period required, such termination notice shall be null and void and this Lease shall continue in full force and effect.

The remedies set forth in this Section 15.2(b) and in Section 15.2(c) below are Tenant’s sole and exclusive rights and remedies based upon Landlord’s failure to complete the restoration of the Premises as set forth herein.

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(c) Either Party May Terminate. In the case of any Casualty or Taking affecting the Premises and occurring during the last twelve (12) months of the Term, then (i) if such Casualty or Taking results in more than twenty-five percent (25%) of the floor area of the Premises being unsuitable for the Permitted Uses, or (ii) the damage to the Premises costs more than $250,000 to restore, then either Landlord or Tenant shall have the option to terminate this Lease upon thirty (30) days’ written notice to the other. In addition, if Landlord’s Mortgagee does not release sufficient insurance proceeds to cover the cost of Landlord’s restoration obligations, then Landlord shall (i) notify Tenant thereof, and (ii) have the right to terminate this Lease. If Landlord does not terminate this Lease pursuant to the previous sentence and such notice by Landlord does not include an agreement by Landlord to pay for the difference between the cost of such restoration and such released insurance proceeds, then Tenant may terminate this Lease by written notice to Landlord on or before the date that is thirty (30) days after such notice.

(d) Automatic Termination. In the case of a Taking of the entire Premises, then this Lease shall automatically terminate as of the date of possession by the Taking authority.

(e) Notwithstanding anything to the contrary contained herein, Tenant may not terminate this Lease pursuant to this Section 15 if the Casualty in question was caused by the gross negligence or willful misconduct of any of the Tenant Parties.

15.3 Abatement. In the event of a Casualty affecting the Premises, there shall be an equitable adjustment of Base Rent, Operating Costs and Taxes based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired by reason of such Casualty from and after the date of a Casualty, and continuing until the following portions of the repair and restoration work to be performed by Landlord, as set forth above, are substantially completed: (a) any repair and restoration work to be performed by Landlord within the Premises, and (b) repair and restoration work with respect to the Common Areas to the extent that damage to the Common Areas caused by such Casualty materially and adversely affects Tenant’s use of, or access to, the Premises.

15.4 Taking for Temporary Use. If the Premises are Taken for temporary use, this Lease and Tenant’s obligations, including without limitation the payment of Rent, shall continue. For purposes hereof, a “Taking for temporary use” shall mean a Taking of ninety (90) days or less.

15.5 Disposition of Awards. Except for any separate award for Tenant’s movable trade fixtures, relocation expenses, and unamortized leasehold improvements paid for by Tenant (provided that the same may not reduce Landlord’s award), all Taking awards to Landlord or Tenant shall be Landlord’s property without Tenant’s participation, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant may pursue its own claim against the Taking authority.

16. ESTOPPEL CERTIFICATE. Tenant shall at any time and from time to time upon not less than ten (10) business days’ prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified

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and stating the modifications), and the dates to which Rent has been paid in advance, if any, stating, to Tenant’s knowledge, whether or not Landlord is in default in performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, and such other facts as Landlord may reasonably request, it being intended that any such statement delivered pursuant hereto may be relied upon by Landlord, any prospective purchaser of the Building or of any interest of Landlord therein, any Mortgagee or prospective Mortgagee thereof, any lessor or prospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. Time is of the essence with respect to any such requested certificate, Tenant hereby acknowledging the importance of such certificates in mortgage financing arrangements, prospective sales and the like.

17. HAZARDOUS MATERIALS

17.1 Prohibition. Tenant shall not, without the prior written consent of Landlord, bring or permit to be brought or kept in or on the Premises or elsewhere in the Building or the Property (i) any inflammable, combustible or explosive fluid, material, chemical or substance (except for standard office supplies stored in proper containers); and (ii) any Hazardous Material (hereinafter defined), other than the types and quantities of Hazardous Materials which are listed on Exhibit 7 attached hereto (“Tenant’s Hazardous Materials”), provided that the same shall at all times be brought upon, kept or used in so-called one (1) ‘control area (which constitutes the entirety of the Premises) and in accordance with all applicable Legal Requirements, including, without limitation, all applicable Environmental Laws (hereinafter defined) and prudent environmental practice and (with respect to medical waste and so-called “biohazard” materials) good scientific and medical practice. Tenant shall be responsible for assuring that all laboratory uses are adequately and properly vented. On or before each anniversary of the Rent Commencement Date, and on any earlier date during the 12-month period on which Tenant intends to add a new Hazardous Material or materially increase the quantity of any Hazardous Material to the list of Tenant’s Hazardous Materials, Tenant shall submit to Landlord an updated list of Tenant’s Hazardous Materials for Landlord’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall have the right, from time to time, to inspect the Premises for compliance with the terms of this Section 17.1. Notwithstanding the foregoing, with respect to any of Tenant’s Hazardous Materials which Tenant does not properly handle, store or dispose of in compliance with all applicable Environmental Laws (hereinafter defined), prudent environmental practice and (with respect to medical waste and so-called “biohazard materials”) good scientific and medical practice, Tenant shall, upon written notice from Landlord, no longer have the right to bring such material into the Building or the Property until Tenant has demonstrated, to Landlord’s reasonable satisfaction, that Tenant has implemented programs to thereafter properly handle, store or dispose of such material. In order to induce Landlord to waive its otherwise applicable requirement that Tenant maintain insurance in favor of Landlord against liability arising from the presence of radioactive materials in the Premises, and without limiting the foregoing, Tenant hereby represents and warrants to Landlord that at no time during the Term will Tenant bring upon, or permit to be brought upon, the Premises any radioactive materials whatsoever.

17.2 Environmental Laws. For purposes hereof, “Environmental Laws” shall mean all laws, statutes, ordinances, rules and regulations of any local, state or federal governmental authority having jurisdiction concerning environmental, health and safety matters, including but not limited to any discharge by any of the Tenant Parties into the air, surface water, sewers, soil or groundwater of any Hazardous Material (hereinafter defined) whether within or outside the

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Premises, including, without limitation (a) the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq., (b) the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., (c) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., (d) the Toxic Substances Control Act of 1976, 15 U.S.C. Section 2601 et seq., and (e) Chapter 21E of the General Laws of Massachusetts. Tenant, at its sole cost and expense, shall comply with (i) Environmental Laws, and (ii) any rules, requirements and safety procedures of the Massachusetts Department of Environmental Protection, the Town of Lexington and any insurer of the Building or the Premises with respect to Tenant’s use, storage and disposal of any Hazardous Materials.

17.3 Hazardous Material Defined. As used herein, the term “Hazardous Material” means asbestos, oil or any hazardous, radioactive or toxic substance, material or waste or petroleum derivative which is or becomes regulated by any Environmental Law, including without limitation live organisms, viruses and fungi, medical waste and any so-called “biohazard” materials. The term “Hazardous Material” includes, without limitation, oil and/or any material or substance which is (i) designated as a “hazardous substance,” “hazardous material,” “oil,” “hazardous waste” or toxic substance under any Environmental Law.

17.4 Testing. If any Mortgagee or governmental authority requires testing to determine whether there has been any release of Hazardous Materials and such testing is required as a result of the acts or omissions of any of the Tenant Parties in violation of this Lease, then Tenant shall reimburse Landlord within thirty (30) days of Landlord’s written demand, as Additional Rent, for the reasonable costs thereof, together with interest at the Default Rate until paid in full. Tenant shall execute affidavits, certifications and the like, as may be reasonably requested by Landlord from time to time concerning Tenant’s best knowledge and belief concerning the presence of Hazardous Materials in or on the Premises, the Building or the Property. If Landlord reasonably believes that any Hazardous Materials have been released on, in, under or at the Premises in violation of this Lease or any Legal Requirement, Landlord shall have the right to conduct appropriate tests of the Premises or any portion thereof to demonstrate that Hazardous Materials are present or that contamination has occurred due to the acts or omissions of any of the Tenant Parties in violation of this Lease. Tenant shall reimburse Landlord within thirty (30) days of Landlord’s written demand, as Additional Rent, for the reasonable costs of such tests if such tests reveal that Hazardous Materials exist at the Premises in violation of this Lease or any Legal Requirement. If any Mortgagee or governmental authority requires testing to determine whether there has been any release of Hazardous Materials and such testing is required as a result of the acts or omissions of any of the Tenant Parties, then Tenant shall reimburse Landlord upon demand, as Additional Rent, for the reasonable costs thereof, together with interest at the Default Rate until paid in full. Further, Landlord shall have the right to cause a third party consultant retained by Landlord, at Landlord’s expense (provided, however, that such costs shall be included in Operating Costs, if allowable pursuant to Section 5.2), to review, but not more than once in any calendar year, Tenant’s lab operations, procedures and permits to ascertain whether or not Tenant is complying with law and adhering to best industry practices. Tenant agrees to cooperate in good faith with any such review and to provide to such consultant any information requested by such consultant and reasonably required in order for such consultant to perform such review, but nothing contained herein shall require Tenant to provide proprietary or confidential information to such consultant.

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17.5 Indemnity; Remediation.

(a) Tenant hereby covenants and agrees to indemnify, defend and hold the Landlord Parties harmless from and against any and all Claims against any of the Landlord Parties arising out of contamination of any part of the Property or other adjacent property, which contamination arises as a result of: (i) the presence of Hazardous Material in the Premises, the presence of which is caused by any act or omission of any of the Tenant Parties, or (ii) from a breach by Tenant of its obligations under this Section 17. This indemnification of the Landlord Parties by Tenant includes, without limitation, reasonable costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work or any other response action required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil, soil vapor, or ground water on or under, or any indoor air in, the Building based upon the circumstances identified in the first sentence of this Section 17.5. The indemnification and hold harmless obligations of Tenant under this Section 17.5 shall survive the expiration or any earlier termination of this Lease. Without limiting the foregoing, if the presence of any Hazardous Material in the Building or otherwise at the Property is caused or permitted by any of the Tenant Parties and results in any contamination of any part of the Property or any adjacent property, Tenant shall promptly take all actions at Tenant’s sole cost and expense as are necessary to return the Property and/or the Building or any adjacent property to their condition as of the date of this Lease, provided that Tenant shall first obtain Landlord’s written approval of such actions, which approval shall not be unreasonably withheld, conditioned or delayed so long as such actions, in Landlord’s reasonable discretion, would not potentially have any adverse effect on the Property, and, in any event, Landlord shall not withhold its approval of any proposed actions which are required by applicable Environmental Laws. The provisions of this Section 17.5 shall survive the expiration or earlier termination of the Lease.

(b) Without limiting the obligations set forth in Section 17.5(a) above, if any Hazardous Material is in, on, under, at or about the Building or the Property as a result of the acts or omissions of any of the Tenant Parties and results in any contamination of any part of the Property or any adjacent property that is in violation of any applicable Environmental Law or that requires the performance of any response action pursuant to any Environmental Law, Tenant shall promptly take all actions at Tenant’s sole cost and expense as are necessary to reduce such Hazardous Material to amounts below any applicable Reportable Quantity, any applicable Reportable Concentration and any other applicable standard set forth in any Environmental Law such that no further response actions are required; provided that Tenant shall first obtain Landlord’s written approval of such actions, which approval shall not be unreasonably withheld, conditioned or delayed so long as such actions would not be reasonably expected to have an adverse effect on the market value or utility of the Property for the Permitted Uses, and in any event, Landlord shall not withhold its approval of any proposed actions which are required by applicable Environmental Laws (such approved actions, “Tenant’s Remediation”).

(c) In the event that Tenant fails to complete Tenant’s Remediation prior to the end of the Term, then:

(i) until the completion of Tenant’s Remediation (as evidenced by the certification of Tenant’s Licensed Site Professional (as such term is defined by applicable Environmental Laws), who shall be reasonably acceptable to Landlord) (the “Remediation Completion Date”), Tenant shall pay to Landlord, with respect to the portion of the Premises which reasonably cannot be occupied by a new tenant until completion of Tenant’s Remediation, (A) Additional Rent on account of Operating Costs and Taxes and (B) Base Rent in an amount equal to the greater of (1) the fair market rental value of such portion of the Premises (determined in substantial accordance with the process described in Section 1.2 above), and (2) Base Rent attributable to such portion of the Premises in effect immediately prior to the end of the Term; and

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(ii) Tenant shall maintain responsibility for Tenant’s Remediation and Tenant shall complete Tenant’s Remediation as soon as reasonably practicable in accordance with Environmental Laws. If Tenant does not diligently pursue completion of Tenant’s Remediation, Landlord shall have the right to either (A) assume control for overseeing Tenant’s Remediation, in which event Tenant shall pay all reasonable costs and expenses of Tenant’s Remediation (it being understood and agreed that all costs and expenses of Tenant’s Remediation incurred pursuant to contracts entered into by Tenant shall be deemed reasonable) within thirty (30) days of demand therefor (which demand shall be made no more often than monthly), and Landlord shall be substituted as the party identified on any governmental filings as the party responsible for the performance of such Tenant’s Remediation or (B) require Tenant to maintain responsibility for Tenant’s Remediation, in which event Tenant shall complete Tenant’s Remediation as soon as reasonably practicable in accordance with Environmental Laws, it being understood that Tenant’s Remediation shall not contain any requirement that Tenant remediate any contamination to levels or standards more stringent than those associated with the Property’s current office, research and development, laboratory, and vivarium uses.

(d) The provisions of this Section 17.5 shall survive the expiration or earlier termination of this Lease.

17.6 Disclosures. Prior to bringing any Hazardous Material into any part of the Property, Tenant shall deliver to Landlord the following information with respect thereto: (a) a description of handling, storage, use and disposal procedures; (b) all plans or disclosures and/or emergency response plans which Tenant has prepared, including without limitation Tenant’s Spill Response Plan, and all plans which Tenant is required to supply to any governmental agency or authority pursuant to any Environmental Laws; (c) copies of all Required Permits relating thereto; and (d) other information reasonably requested by Landlord.

17.7 Removal. Tenant shall be responsible, at its sole cost and expense, for Hazardous Material and other biohazard disposal services for the Premises. Such services shall be performed by contractors reasonably acceptable to Landlord and on a sufficient basis to ensure that the Premises are at all times kept neat, clean and free of Hazardous Materials and biohazards except in appropriate, specially marked containers reasonably approved by Landlord. Furthermore, if any Legal Requirements or Landlord’s trash removal company requires that any substances be disposed of separately from ordinary trash, Tenant shall make arrangements at Tenant’s expense for such disposal directly with a qualified and licensed disposal company reasonably acceptable to Landlord at a lawful disposal site.

17.8 Landlord Obligations with respect to Hazardous Materials.

(a) Landlord Representations, Covenants and Indemnity. Landlord hereby represents and warrants to Tenant that, to the Best of Landlord’s Knowledge (as that term is defined in clause (c) below), except to the extent (if any) as may be disclosed in the following described environmental assessment reports which have been made available by Landlord to Tenant (the “Disclosed Materials”), there exist, as of the Execution Date of this Lease, no Hazardous Materials on the Property which are in violation of applicable Environmental Laws or that require reporting, investigation, remediation or other response under Chapter 21E or other Environmental Laws:

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• Phase I Environmental Site Assessment, 4 Hartwell Avenue, Lexington, Massachusetts, 02421, prepared by Boston Environmental Corporation, dated December 15, 2014; and

• Decommissioning Documentation to be provided by Landlord from the Existing Tenant pursuant to Section 3.3 hereof.

Landlord covenants that neither Landlord nor any of the Landlord Parties shall bring any Hazardous Materials in or on to the Property or discharge any Hazardous Materials in or on to the Property which are, in either case, in violation of applicable Environmental Laws. Landlord hereby indemnifies and shall defend and hold Tenant, its officers, directors, employees, and agents harmless from any Claims arising as result of any breach by Landlord of its representations, warranties, or covenants under this Section 17.8(a).

(b) Landlord Remediation. If Hazardous Materials are discovered in, on or under the Property which are not in compliance with applicable Environmental Laws or that require reporting, investigation, remediation or other response under Chapter 21E or other Environmental Laws, and which are not the responsibility of Tenant pursuant to this Article 17, then Landlord shall remove or remediate the same, when, if, and in the manner required by applicable Environmental Laws.

(c) To the Best of Landlord’s Knowledge. The phrase “to the Best of Landlord’s Knowledge” under shall mean the best of the knowledge of Brian Grisaru, Landlord’s asset manager with respect to the Property.

18. RULES AND REGULATIONS.

18.1 Rules and Regulations. Tenant will faithfully observe and comply with all rules and regulations promulgated from time to time with respect to the Building, the Property and construction within the Property (collectively, the “Rules and Regulations”). The current version of the Rules and Regulations is attached hereto as Exhibit 8. In the case of any conflict between the provisions of this Lease and any future rules and regulations, the provisions of this Lease shall control. Nothing contained in this Lease shall be construed to impose upon Landlord any duty or obligation to enforce the Rules and Regulations or the terms, covenants or conditions in any other lease as against any other tenant and Landlord shall not be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, contractors, visitors, invitees or licensees.

18.2 Energy Conservation. Landlord may institute upon written notice to Tenant such policies, programs and measures as may be necessary, required, or expedient for the conservation and/or preservation of energy or energy services (collectively, the “Conservation Program”), provided however,: (i) that the Conservation Program does not, by reason of such policies, programs and measures, reduce the level of energy or energy services being provided to the Premises below the level of energy or energy services then being provided in comparable combination laboratory, research and development and office buildings in the vicinity of the

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Premises, for comparable operations to Tenant, provided the same shall not come at a material cost to Tenant, or adversely affect Tenant’s use of the Premises for any of the Permitted Uses, other than in a de minimis manner, or (ii) as may be necessary or required to comply with Legal Requirements or standards or the other provisions of this Lease. Upon receipt of such notice, Tenant shall comply with the Conservation Program.

18.3 Recycling. Upon written notice, Landlord may establish policies, programs and measures for the recycling of paper, products, plastic, tin and other materials (a “Recycling Program”). Upon receipt of such notice, Tenant will comply with the Recycling Program at Tenant’s sole cost and expense.

19. LAWS AND PERMITS.

19.1 Legal Requirements. Tenant shall not cause or permit the Premises, or cause the Property or the Building to be used in any way that violates any Legal Requirement, order, permit, approval, variance, covenant or restrictions of record or any provisions of this Lease, interferes with the rights of tenants of the Building, or constitutes a nuisance or waste. Tenant shall obtain, maintain and pay for all permits and approvals needed for the operation of Tenant’s business and shall, promptly take all actions necessary to comply with all Legal Requirements, including, without limitation, the Occupational Safety and Health Act, applicable to Tenant’s use of the Premises, the Property or the Building. Tenant shall maintain in full force and effect all certifications or permissions required by any authority having jurisdiction to authorize, franchise or regulate Tenant’s use of the Premises. Tenant shall be solely responsible for procuring and complying at all times with any and all necessary permits and approvals directly or indirectly relating or incident to: the conduct of its activities on the Premises; its scientific experimentation, transportation, storage, handling, use and disposal of any chemical or radioactive or bacteriological or pathological substances or organisms or other hazardous wastes or environmentally dangerous substances or materials or medical waste, animals or laboratory specimens. Within ten (10) days of a request by Landlord, which request shall be made not more than once during each period of twelve (12) consecutive months during the Term hereof, unless otherwise requested by any Mortgagee or unless Landlord reasonably suspects that Tenant has violated the provisions of this Section 19.1, Tenant shall furnish Landlord with copies of all such permits and approvals that Tenant possesses or has obtained together with a certificate certifying that such permits are all of the permits that Tenant possesses or has obtained with respect to the Premises. Tenant shall promptly give written notice to Landlord of any warnings or violations relative to the above received from any federal, state or municipal agency or by any court of law and shall promptly cure the conditions causing any such violations. Tenant shall not be deemed to be in default of its obligations under the preceding sentence to promptly cure any condition causing any such violation in the event that, in lieu of such cure, Tenant shall contest the validity of such violation by appellate or other proceedings permitted under applicable law, provided that (a) any such contest is made reasonably and in good faith, (b) Tenant makes provisions, including, without limitation, posting bond(s) or giving other security, reasonably acceptable to Landlord to protect Landlord, the Building and the Property from any liability, costs, damages or expenses arising in connection with such alleged violation and failure to cure, (c) Tenant shall agree to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all Claims arising in connection with such condition and/or violation, (d) Tenant shall promptly cure any violation in the event that its appeal of such violation is overruled or rejected, and (e) Tenant’s decision to delay such cure shall not, in Landlord’s good faith

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determination, be likely to result in any actual or threatened bodily injury, property damage, or any civil or criminal liability to Landlord, any tenant or occupant of the Building or the Property, or any other person or entity. Nothing contained in this Section 19.1 shall be construed to expand the uses permitted hereunder beyond the Permitted Uses. Landlord shall comply with any Legal Requirements and with any direction of any public office or officer relating to the maintenance or operation of the structural elements of the Building and the Common Areas, and the costs so incurred by Landlord shall be included in Operating Costs in accordance with the provisions of Section 5.2.

20. DEFAULT

20.1 Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder by Tenant:

(a) If Tenant fails to make any payment of Rent or any other payment required hereunder, as and when due, and such failure shall continue for a period of five (5) business days after notice thereof from Landlord to Tenant; provided, however, an Event of Default shall occur hereunder without any obligation of Landlord to give any notice if (i) Tenant fails to make any payment within five (5) business days after the due date therefor, and (ii) Landlord has given Tenant written notice under this Section 20.1(a) on more than two (2) occasions during the twelve (12) month interval preceding such failure by Tenant;

(b) If Tenant shall fail to execute and deliver to Landlord an estoppel certificate pursuant to Section 16 above or a subordination and attornment agreement pursuant to Section 22 below, within the timeframes set forth therein

(c) If Tenant shall fail to maintain any insurance required hereunder;

(d) If Tenant shall fail to restore the Security Deposit to its original amount or deliver a replacement Letter of Credit as required under Section 7 above;

(e) If Tenant causes or suffers any release of Hazardous Materials in or near the Property;

(f) If Tenant shall make a Transfer in violation of the provisions of Section 13 above, or if any event shall occur or any contingency shall arise whereby this Lease, or the term and estate thereby created, would (by operation of law or otherwise) devolve upon or pass to any person, firm or corporation other than Tenant, except as expressly permitted under Section 13 hereof;

(g) The failure by Tenant to observe or perform any of the covenants or provisions of this Lease to be observed or performed by Tenant, other than as specified above, and such failure continues for more than thirty (30) days after notice thereof from Landlord; provided, further, that if the nature of Tenant’s default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant shall commence such cure within said thirty (30) day period and thereafter diligently prosecute such cure to completion, which completion shall occur not later than ninety (90) days from the date of such notice from Landlord;

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(h) Tenant shall be involved in financial difficulties as evidenced by an admission in writing by Tenant of Tenant’s inability to pay its debts generally as they become due, or by the making or offering to make a composition of its debts with its creditors;

(i) Tenant shall make an assignment or trust mortgage, or other conveyance or transfer of like nature, of all or a substantial part of its property for the benefit of its creditors,

(j) the leasehold hereby created shall be taken on execution or by other process of law and shall not be revested in Tenant within thirty (30) days thereafter;

(k) a receiver, sequesterer, trustee or similar officer shall be appointed by a court of competent jurisdiction to take charge of all or any part of Tenant’s Property and such appointment shall not be vacated within thirty (30) days;

(l) any proceeding shall be instituted by or against Tenant pursuant to any of the provisions of any Act of Congress or State law relating to bankruptcy, reorganizations, arrangements, compositions or other relief from creditors, and, in the case of any proceeding instituted against it, if Tenant shall fail to have such proceedings dismissed within thirty (30) days or if Tenant is adjudged bankrupt or insolvent as a result of any such proceeding.

With respect to any defaults set forth in subsections (b), (c), (d), (e) and (f) above, if Tenant shall fail to cure the default within the respective required timeframes set forth in this Lease, and such failure shall continue for three (3) business days after Tenant’s receipt of a Reminder Notice (as defined below), then such events shall be deemed to be an Event of Default. For purposes hereof, a “Reminder Notice” shall be a notice from Landlord to Tenant that states in bold faced capital letters at the top of the first page thereof the following: “TENANT’S FAILURE TO CURE DEFAULT WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE SHALL CONSTITUTE AN EVENT OF DEFAULT.”

20.2 Remedies. Upon an Event of Default, Landlord may, by notice to Tenant, elect to terminate this Lease; and thereupon (and without prejudice to any remedies which might otherwise be available for arrears of Rent or preceding breach of covenant or agreement and without prejudice to Tenant’s liability for damages as hereinafter stated), upon the giving of such notice, this Lease shall terminate as of the date specified therein as though that were the Expiration Date. Upon such termination, Landlord shall have the right to utilize the Security Deposit or draw down the entire Letter of Credit, as applicable, and apply the proceeds thereof to its damages hereunder. Without being taken or deemed to be guilty of any manner of trespass or conversion, and without being liable to indictment, prosecution or damages therefor, Landlord may, by lawful process, enter into and upon the Premises (or any part thereof in the name of the whole); repossess the same, as of its former estate; and expel Tenant and those claiming under Tenant. The words “re-entry” and “re-enter” as used in this Lease are not restricted to their technical legal meanings.

20.3 Damages—Termination.

(a) Upon the termination of this Lease under the provisions of this Section 20, Tenant shall pay to Landlord Rent up to the time of such termination, shall continue to be liable for any preceding breach of covenant, and in addition, shall pay to Landlord as damages, at the election of Landlord, either:

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(i) the amount (discounted to present value at the rate of five percent (5%) per annum) by which, at the time of the termination of this Lease (or at any time thereafter if Landlord shall have initially elected damages under Section 20.3(a)(ii) below), (x) the aggregate of Rent projected over the period commencing with such termination and ending on the Expiration Date, exceeds (y) the aggregate projected rental value of the Premises for such period, taking into account a reasonable time period during which the Premises shall be unoccupied, plus all Reletting Costs (hereinafter defined); or

(ii) amounts equal to Rent which would have been payable by Tenant had this Lease not been so terminated, payable upon the due dates therefor specified herein following such termination and until the Expiration Date, provided, however, if Landlord shall re-let the Premises during such period, that Landlord shall credit Tenant with the net rents received by Landlord from such re-letting, such net rents to be determined by first deducting from the gross rents as and when received by Landlord from such re-letting the expenses incurred or paid by Landlord in terminating this Lease, as well as the expenses of re-letting, including altering and preparing the Premises for new tenants, brokers’ commissions, and all other similar and dissimilar expenses properly chargeable against the Premises and the rental therefrom (collectively, “Reletting Costs”), it being understood that any such re-letting may be for a period equal to or shorter or longer than the remaining Term; and provided, further, that (x) in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder and (y) in no event shall Tenant be entitled in any suit for the collection of damages pursuant to this Section 20.3(a)(ii) to a credit in respect of any net rents from a re-letting except to the extent that such net rents are actually received by Landlord prior to the commencement of such suit. If the Premises or any part thereof should be re-let in combination with other space, then proper apportionment on a square foot area basis shall be made of the rent received from such re-letting and of the expenses of re-letting.

(b) In calculating the amount due under Section 20.3(a)(i), above, there shall be included, in addition to the Base Rent, all other considerations agreed to be paid or performed by Tenant, including without limitation Tenant’s Share of Operating Costs and Taxes, on the assumption that all such amounts and considerations would have increased at the rate of four percent (4%) per annum for the balance of the full term hereby granted.

(c) Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the Term would have expired if it had not been terminated hereunder.

(d) Nothing herein contained shall be construed as limiting or precluding the recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any Event of Default hereunder.

20.4 Landlord’s Self-Help; Fees and Expenses. If Tenant shall default in the performance of any covenant on Tenant’s part to be performed in this Lease contained, including without limitation the obligation to maintain the Premises in the required condition pursuant to Section 10.1 above, Landlord may, upon reasonable advance notice, except that no notice shall be required in an emergency, immediately, or at any time thereafter, perform the same for the account

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of Tenant. Tenant shall pay to Landlord within thirty (30) days of Landlord’s demand therefor any costs incurred by Landlord in connection therewith, together with interest at the Default Rate until paid in full. In addition, Tenant shall pay all of Landlord’s costs and expenses, including without limitation reasonable attorneys’ fees, incurred (i) in enforcing any obligation of Tenant under this Lease or (ii) as a result of Landlord or any of the Landlord Parties, without its fault, being made party to any litigation pending by or against any of the Tenant Parties.

20.5 Waiver of Redemption, Statutory Notice and Grace Periods. Tenant does hereby waive and surrender all rights and privileges which it might have under or by reason of any present or future Legal Requirements to redeem the Premises or to have a continuance of this Lease for the Term hereby demised after being dispossessed or ejected therefrom by process of law or under the terms of this Lease or after the termination of this Lease as herein provided. Except to the extent prohibited by Legal Requirements, any statutory notice and grace periods provided to Tenant by law are hereby expressly waived by Tenant.

20.6 Landlord’s Remedies Not Exclusive. The specified remedies to which Landlord may resort hereunder are cumulative and are not intended to be exclusive of any remedies or means of redress to which Landlord may at any time be lawfully entitled, and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for.

20.7 No Waiver. Landlord’s failure to seek redress for violation, or to insist upon the strict performance, of any covenant or condition of this Lease, or any of the Rules and Regulations promulgated hereunder, shall not prevent a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation. The receipt by Landlord of Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. The failure of Landlord to enforce any of such Rules and Regulations against Tenant and/or any other tenant in the Building shall not be deemed a waiver of any such Rules and Regulations. No provisions of this Lease shall be deemed to have been waived by either party unless such waiver be in writing signed by such party. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent herein stipulated shall be deemed to be other than on account of the stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedy in this Lease provided.

20.8 Restrictions on Tenant’s Rights. During the continuation of any Event of Default, (a) Landlord shall not be obligated to provide Tenant with any notice pursuant to Sections 2.3 and 2.4 above; and (b) Tenant shall not have the right to make, nor to request Landlord’s consent or approval with respect to, any Alterations or Transfers.

20.9 Landlord Default. Notwithstanding anything to the contrary contained in the Lease, Landlord shall in no event be in default in the performance of any of Landlord’s obligations under this Lease unless Landlord shall have failed to perform such obligations within thirty (30) days (or such additional time as is reasonably required to correct any such default, provided Landlord commences cure within 30 days) after notice by Tenant to Landlord properly specifying wherein Landlord has failed to perform any such obligation. Except as expressly set forth in this Lease, Tenant shall not have the right to terminate or cancel this Lease or to withhold rent or to

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set-off or deduct any claim or damages against rent as a result of any default by Landlord or breach by Landlord of its covenants or any warranties or promises hereunder, except in the case of a wrongful eviction of Tenant from the Premises (constructive or actual) by Landlord, and then only if the same continues after notice to Landlord thereof and an opportunity for Landlord to cure the same as set forth above. In addition, Tenant shall not assert any right to deduct the cost of repairs or any monetary claim against Landlord from rent thereafter due and payable under this Lease.

21. SURRENDER; ABANDONED PROPERTY; HOLD-OVER

21.1 Surrender

(a) Upon the expiration or earlier termination of the Term, Tenant shall (i) peaceably quit and surrender to Landlord the Premises (including without limitation all fixed lab benches, fume hoods, electric, plumbing, heating and sprinkling systems, fixtures and outlets, vaults, paneling, molding, shelving, radiator enclosures, cork, rubber, linoleum and composition floors, ventilating, silencing, air conditioning and cooling equipment therein and all other furniture, fixtures, and equipment that were either provided by Landlord or paid for in whole or in part by any allowance provided to Tenant by Landlord under this Lease) broom clean, in good order, repair and condition excepting only ordinary wear and tear and damage by fire or other insured Casualty; (ii) remove all of Tenant’s Property, all autoclaves and cage washers and, to the extent specified by Landlord, Alterations made by Tenant (Landlord hereby agreeing to make such election at the time that Landlord approves any Alteration if so requested by Tenant in writing at the time that Tenant requests that Landlord approve the plans and specifications for such Alteration); and (iii) repair any damages to the Premises or the Building caused by the installation or removal of Tenant’s Property and/or such Alterations. Tenant’s obligations under this Section 21.1(a) shall survive the expiration or earlier termination of this Lease.

(b) Prior to the expiration of this Lease (or within thirty (30) days after any earlier termination), Tenant shall clean and otherwise decommission all interior surfaces (including floors, walls, ceilings, and counters), piping, supply lines, waste lines, acid neutralization systems and plumbing in and/or exclusively serving the Premises, and all exhaust or other ductwork in and/or exclusively serving the Premises, in each case which has carried or released or been contacted by any Hazardous Materials or other chemical or biological materials used in the operation of the Premises, and shall otherwise clean the Premises so as to permit the Surrender Plan (defined below) to be issued. At least thirty (30) days prior to the expiration of the Term (or, if applicable, within five (5) business days after any earlier termination of this Lease), Tenant shall deliver to Landlord a reasonably detailed narrative description of the actions proposed (or required by any Legal Requirements) to be taken by Tenant in order to render the Premises (including any Alterations permitted or required by Landlord to remain therein) free of Hazardous Materials and otherwise released for unrestricted use and occupancy including without limitation causing the Premises to be decommissioned in accordance with the regulations of the U.S. Nuclear Regulatory Commission and/or the Massachusetts Department of Public health (the “MDPH”) for the control of radiation, and cause the Premises to be released for unrestricted use by the Radiation Control Program of the MDPH (the “Surrender Plan”). The Surrender Plan (i) shall be accompanied by a current list of (A) all Required Permits held by or on behalf of any Tenant Party with respect to Hazardous Materials in, on, under, at or about the Premises, and (B) Tenant’s Hazardous Materials, and (ii) shall be subject to the review and approval of Landlord’s environmental consultant. In connection with review and approval of the Surrender Plan, upon

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request of Landlord, Tenant shall deliver to Landlord or its consultant such additional non-proprietary information concerning the use of and operations within the Premises as Landlord shall request. On or before the expiration of the Term (or within thirty (30) days after any earlier termination of this Lease, during which period Tenant’s use and occupancy of the Premises shall be governed by Section 21.3 below), Tenant shall (i) perform or cause to be performed all actions described in the approved Surrender Plan, and (ii) deliver to Landlord a certification from a third party certified industrial hygienist reasonably acceptable to Landlord certifying that the Premises do not contain any Hazardous Materials and evidence that the approved Surrender Plan shall have been satisfactorily completed by a contractor acceptable to Landlord, and Landlord shall have the right, subject to reimbursement at Tenant’s expense as set forth below, to cause Landlord’s environmental consultant to inspect the Premises and perform such additional procedures as may be deemed reasonably necessary to confirm that the Premises are, as of the expiration of the Term (or, if applicable, the date which is thirty (30) days after any earlier termination of this Lease), free of Hazardous Materials and otherwise available for unrestricted use and occupancy as aforesaid. Landlord shall have the unrestricted right to deliver the Surrender Plan and any report by Landlord’s environmental consultant with respect to the surrender of the Premises to third parties. Such third parties and the Landlord Parties shall be entitled to rely on the Surrender Report. If Tenant shall fail to prepare or submit a Surrender Plan approved by Landlord, or if Tenant shall fail to complete the approved Surrender Plan, or if such Surrender Plan, whether or not approved by Landlord, shall fail to adequately address the use of Hazardous Materials by any of the Tenant Parties in, on, at, under or about the Premises, (A) Landlord shall have the right to take any such actions as Landlord may deem reasonable or appropriate to assure that the Premises and the Property are surrendered in the condition required hereunder, the cost of which actions shall be reimbursed by Tenant as Additional Rent within thirty (30) days of Landlord’s written demand; and (B) if the Term shall have ended, unless and until Landlord elects to take such actions to assure that the Premises are surrendered in the condition required hereunder, Tenant shall be deemed to be a holdover tenant subject to the provisions of Section 21.3 below until the date on which Tenant delivers the Surrender Report (in the form required hereunder) to Landlord. Tenant’s obligations under this Section 21.1(b) shall survive the expiration or earlier termination of the Term.

(c) No act or thing done by Landlord during the Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid, unless in writing signed by Landlord. Unless otherwise agreed by the parties in writing, no employee of Landlord or of Landlord’s agents shall have any power to accept the keys of the Premises prior to the expiration or earlier termination of this Lease. The delivery of keys to any employee of Landlord or of Landlord’s agents shall not operate as a termination of this Lease or a surrender of the Premises.

(d) Notwithstanding anything to the contrary contained herein, Tenant shall, at its sole cost and expense, remove from the Premises, prior to the end of the Term, any item installed by or for Tenant and which, pursuant to Legal Requirements, must be removed therefrom before the Premises may be used by a subsequent tenant.

(e) Notwithstanding anything to the contrary herein contained. Landlord agrees that: (i) Tenant shall not be required to remove any other Alteration to the Premises (whether such Alteration arise from a Change to Landlord’s Work or a future Alteration made by Tenant), unless Landlord so advises Tenant at the time that Landlord approves Tenant’s plans and specifications for such Alteration, and, in Landlord’s reasonable judgment, such Alteration: (x)

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adversely affect the general utility of the Building for use by prospective and future tenants, and (y) require additional expense to readapt the Premises to normal use as a biotechnology office and research and development facility. For avoidance of doubt, Tenant shall, on or before the expiration or prior termination of the Term of the Lease, be required to remove: (i) all equipment installed by Tenant in the Premises or elsewhere on the Property, (ii) Tenant’s Property, as defined in Section 14.1(b), and (iii) the Structural Work.

21.2 Abandoned Property. After the expiration or earlier termination hereof, if Tenant fails to remove any property from the Building or the Premises which Tenant is obligated by the terms of this Lease to remove within five (5) business days after written notice from Landlord, such property (the “Abandoned Property”) shall be conclusively deemed to have been abandoned, and may either be retained by Landlord as its property or sold or otherwise disposed of in such manner as Landlord may see fit. If any item of Abandoned Property shall be sold, Tenant hereby agrees that Landlord may receive and retain the proceeds of such sale and apply the same, at its option, to the expenses of the sale, the cost of moving and storage, any damages to which Landlord may be entitled under Section 20 hereof or pursuant to law, and to any arrears of Rent.

21.3 Holdover. If any of the Tenant Parties holds over (which term shall include, without limitation, the failure of Tenant or any Tenant Party to perform all of its obligations under Section 21.1 above) after the end of the Term, Tenant shall be deemed a tenant-at-sufferance subject to the provisions of this Lease. Whether or not Landlord has previously accepted payments of Rent from Tenant:

(i) Tenant shall pay Base Rent at the Holdover Percentage, as hereinafter defined, of the highest rate of Base Rent payable during the Term,

(ii) Tenant shall continue to pay to Landlord all Additional Rent, and

(iii) in the event such hold over extends beyond sixty (60) days after the end of the Term, Tenant shall be liable for all damages, including without limitation lost business and consequential damages, incurred by Landlord as a result of such holding over, Tenant hereby acknowledging that Landlord may need the Premises after the end of the Term for other tenants and that the damages which Landlord may suffer as the result of Tenant’s holding over cannot be determined as of the Execution Date. The “Hold Over Percentage” shall be 150% for the first thirty (30) days of such holdover, and 200% for any period of hold over after the first thirty (30) days. Nothing contained herein shall grant Tenant the right to holdover after the expiration or earlier termination of the Term.

21.4 Warranties. Tenant hereby assigns to Landlord any warranties in effect on the last day of the Term with respect to any fixtures and Alterations installed in the Premises. Tenant shall provide Landlord with copies of any such warranties prior to the expiration of the Term (or, if the Lease is earlier terminated, within five (5) days thereafter).

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22. MORTGAGEE RIGHTS

22.1 Subordination. Tenant’s rights and interests under this Lease shall be (i) subject and subordinate to any ground lease, overleases, mortgage, deed of trust, or similar instrument covering the Premises, the Building and/or the Land and to all advances, modifications, renewals, replacements, and extensions thereof (each of the foregoing, a “Mortgage”), so long as the applicable Mortgagee and Tenant execute a commercially reasonable subordination, non-disturbance and attornment agreement (“SNDA”), (the form of SNDA attached hereto as Exhibit 11 being deemed commercially reasonable) or (ii) if any Mortgagee elects, prior to the lien of any present or future Mortgage, or (ii) if any Mortgagee elects, prior to the lien of any present or future Mortgage. Tenant further shall attorn to and recognize any successor landlord, whether through foreclosure or otherwise, as if the successor landlord were the originally named landlord. The provisions of this Section 22.1 shall be self-operative and no further instrument shall be required to effect such subordination or attornment; however, Tenant agrees to execute, acknowledge and deliver such instruments, confirming such subordination and attornment in such form as shall be requested by any such holder within fifteen (15) days of request therefor. Simultaneously with the execution and delivery of this Lease, Landlord, Tenant and Landlord’s current Mortgagee shall enter into an SNDA in form reasonably acceptable to such parties.

22.2 Notices. Tenant shall give each Mortgagee the same notices given to Landlord concurrently with the notice to Landlord, and each Mortgagee shall have a reasonable opportunity thereafter to cure a Landlord default, and Mortgagee’s curing of any of Landlord’s default shall be treated as performance by Landlord.

22.3 Mortgagee Consent. Tenant acknowledges that, where applicable, any consent or approval hereafter given by Landlord may be subject to the further consent or approval of a Mortgagee; and the failure or refusal of such Mortgagee to give such consent or approval shall, notwithstanding anything to the contrary in this Lease contained, constitute reasonable justification for Landlord’s withholding its consent or approval.

22.4 Mortgagee Liability. Tenant acknowledges and agrees that if any Mortgage shall be foreclosed, (a) the liability of the Mortgagee and its successors and assigns shall exist only so long as such Mortgagee or purchaser is the owner of the Premises, and such liability shall not continue or survive after further transfer of ownership; and (b) subject to the last sentence of this Section 22.4, such Mortgagee and its successors or assigns shall not be (i) liable for any act or omission of any prior lessor under this Lease; (ii) liable for the performance of Landlord’s covenants pursuant to the provisions of this Lease which arise and accrue prior to such entity succeeding to the interest of Landlord under this Lease or acquiring such right to possession; (iii) subject to any offsets or defense which Tenant may have at any time against Landlord; (iv) bound by any base rent or other sum which Tenant may have paid previously for more than one (1) month; or (v) liable for the performance of any covenant of Landlord under this Lease which is capable of performance only by the original Landlord. Notwithstanding the foregoing: (x) nothing shall relieve any Mortgagee, purchaser at foreclosure, or grantee of a deed in lieu of foreclosure from: (i) any liability which it has party-Landlord from and after the date (“Succession Date”) which it succeeds to Landlord’s interest under the Lease either by acquiring title to the Premises or possession of the Premises, and (y) any obligation which Landlord has to perform repairs or maintenance under the Lease based upon the fact that the need for such repairs or maintenance first arose after the Succession Date.

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23. QUIET ENJOYMENT. Landlord covenants that so long as Tenant keeps and performs each and every covenant, agreement, term, provision and condition herein contained on the part and on behalf of Tenant to be kept and performed, Tenant shall peaceably and quietly hold, occupy and enjoy the Premises during the Term from and against the claims of all persons lawfully claiming by, through or under Landlord subject, nevertheless, to the covenants, agreements, terms, provisions and conditions of this Lease, any matters of record or of which Tenant has knowledge and to any Mortgage to which this Lease is subject and subordinate, as hereinabove set forth.

24. NOTICES. Any notice, consent, request, bill, demand or statement hereunder (each, a “Notice”) by either party to the other party shall be in writing and shall be deemed to have been duly given when either delivered by hand or by nationally recognized overnight courier (in either case with evidence of delivery or refusal thereof) addressed as follows:

If to Landlord:             King 4 Hartwell Place, LLC

800 Boylston Street, Suite 1570

Boston, MA 02199

c/o King Street Properties

800 Boylston Street, Suite 1570

Boston, MA 02199

With a copy to:            Goulston & Storrs PC

400 Atlantic Avenue

Boston, MA 02110

Attention: Raymond M. Kwasnick, Esquire

If to Tenant:                 Codiak Biosciences, Inc.

500 Technology Square, 9^th Floor

Cambridge, MA 02139

Attn: Andrea DiFabio

Notwithstanding the foregoing, any notice from Landlord to Tenant regarding ordinary business operations (e.g., exercise of a right of access to the Premises, maintenance activities, invoices, etc.) may also be given by written notice delivered by email to those parties listed in Section 2.4. Either party may at any time change the address or specify an additional address for such Notices by delivering or mailing, as aforesaid, to the other party a notice stating the change and setting forth the changed or additional address, provided such changed or additional address is within the United States. Notices shall be effective upon the date of receipt or refusal thereof. The parties hereby acknowledge that Tenant is required, pursuant to Section 22.2 hereof to give each Mortgagee the same notices given to Landlord concurrently with the notice to Landlord.

25. MISCELLANEOUS

25.1 Separability. If any provision of this Lease or portion of such provision or the application thereof to any person or circumstance is for any reason held invalid or unenforceable, the remainder of this Lease (or the remainder of such provision) and the application thereof to other persons or circumstances shall not be affected thereby.

25.2 Captions. The captions are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of this Lease nor the intent of any provisions thereof.

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25.3 Broker. Tenant and Landlord each warrants and represents that it has dealt with no broker in connection with the consummation of this Lease other than Colliers International (the “Broker”). Tenant and Landlord each agrees to defend, indemnify and save the other harmless from and against any Claims arising in breach of the representation and warranty set forth in the immediately preceding sentence. Landlord shall be solely responsible for the payment of any brokerage commissions to Broker.

25.4 Entire Agreement. This Lease, Lease Summary Sheet and Exhibits 1-11 attached hereto and incorporated herein contain the entire and only agreement between the parties and any and all statements and representations, written and oral, including previous correspondence and agreements between the parties hereto, are merged herein. Tenant acknowledges that all representations and statements upon which it relied in executing this Lease are contained herein and that Tenant in no way relied upon any other statements or representations, written or oral. This Lease may not be modified orally or in any manner other than by written agreement signed by the parties hereto.

25.5 Governing Law. This Lease is made pursuant to, and shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts and any applicable local municipal rules, regulations, by-laws, ordinances and the like.

25.6 Representation of Authority. By his or her execution hereof, each of the signatories on behalf of the respective parties hereby warrants and represents to the other that he or she is duly authorized to execute this Lease on behalf of such party. Upon Landlord’s request, Tenant shall provide Landlord with evidence that any requisite resolution, corporate authority and any other necessary consents have been duly adopted and obtained.

25.7 Expenses Incurred by Landlord Upon Tenant Requests.

(a) Tenant shall, upon demand, reimburse Landlord for all reasonable expenses, including, without limitation, legal fees, incurred by Landlord in connection with all requests by Tenant for consents, approvals or execution of collateral documentation related to this Lease, including, without limitation, costs incurred by Landlord in the review and approval of Tenant’s plans and specifications in connection with proposed Alterations to be made by Tenant to the Premises or in connection with requests by Tenant for Landlord’s consent to make a Transfer. Such costs shall be deemed to be Additional Rent under this Lease.

Notwithstanding the foregoing: (i) the amount of legal fees which Tenant is required to reimburse Landlord with respect to any Transfer shall not exceed the Transfer Legal Fee Cap, as hereinafter defined, with respect to such Transfer, and (ii) with respect any request by Tenant to review and approve Tenant’s plans and specifications with respect to any Alteration, Tenant shall only be required to reimburse Landlord for third party consultants engaged by Landlord to review such plans and specifications as Landlord, in good faith determines is necessary (e.g., reviews by structure engineers, MEP engineers, etc.). The “Transfer Legal Fees Cap” shall be defined as $2,500.00, except that (a) the Transfer Legal Fees Cap shall increase by $500 every fifth (5^th) anniversary of the Premises Base Rent Commencement Date, and (b) the Transfer Legal Fees Cap shall not apply to Tenant’s request for Landlord’s approval of any sub-sublease of any tier.

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(b) In the case of litigation or other legal proceeding between Landlord and Tenant relating to the provisions of this Lease or Tenant’s occupancy of the Premises, the losing party shall, upon demand, reimburse the prevailing party for its reasonable costs of prosecuting and/or defending such proceeding (including, without limitation, reasonable attorneys’ fees).

25.8 Survival. Without limiting any other obligation of Tenant which may survive the expiration or prior termination of the Term, all obligations on the part of Tenant to indemnify, defend, or hold Landlord harmless, as set forth in this Lease shall survive the expiration or prior termination of the Term.

25.9 Limitation of Liability.

(a) Limitation on Landlord’s Liability. Tenant shall neither assert nor seek to enforce any claim against Landlord or any of the Landlord Parties, or the assets of any of the Landlord Parties, for breach of this Lease or otherwise, other than against Landlord’s interest in the Building and in the uncollected rents, issues and profits thereof, and Tenant agrees to look solely to such interest for the satisfaction of any liability of Landlord under this Lease. This Section 25.9 shall not limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord. Landlord and Tenant specifically agree that in no event shall any officer, director, trustee, employee or representative of Landlord or any of the other Landlord Parties ever be personally liable for any obligation under this Lease, nor shall Landlord or any of the other Landlord Parties be liable for consequential or incidental damages or for lost profits whatsoever in connection with this Lease.

(b) Limitation on Tenant’s Liability. Landlord shall neither assert nor seek to enforce any claim against Tenant or any of the Tenant Parties for breach of this Lease or otherwise, other than against the assets and property of Tenant, the Cash Security Deposit and/or the Letter of Credit, and Landlord agrees to look solely to such assets and property and the Cash Security Deposit and/or the Letter of Credit for the satisfaction of any liability of Tenant or any Tenant Parties under this Lease. This Section 25.9(b) shall not limit any right that Landlord might otherwise have to obtain injunctive relief against Tenant. Landlord and Tenant specifically agree that in no event: (i) any officer, director, trustee, employee or representative of Tenant or any of the other Tenant Parties ever be personally liable for any obligation under this Lease, and (ii) Tenant or any of the other Tenant Parties be liable for consequential or incidental damages or for lost profits whatsoever in connection with this Lease, except that nothing in this Section 26.9(b) shall limit or affect any liability or obligation which Tenant may have in the event of any breach by Tenant of its obligations under either Section 17 (Hazardous Materials) or Section 21.1 (Surrender) or Section 21.3 (Holdover).

25.10 Binding Effect. The covenants, agreements, terms, provisions and conditions of this Lease shall bind and benefit the successors and assigns of the parties hereto with the same effect as if mentioned in each instance where a party hereto is named or referred to, except that no violation of the provisions of Section 13 hereof shall operate to vest any rights in any successor or assignee of Tenant. A facsimile signature on this Lease shall be equivalent to, and have the same force and effect as, an original signature.

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25.11 Landlord Obligations upon Transfer. Upon any sale, transfer or other disposition of the Building, Landlord shall be entirely freed and relieved from the performance and observance thereafter of all covenants and obligations hereunder on the part of Landlord to be performed and observed, it being understood and agreed in such event (and it shall be deemed and construed as a covenant running with the land) that the person succeeding to Landlord’s ownership of said reversionary interest shall thereupon and thereafter assume, and perform and observe, any and all of such covenants and obligations of Landlord, except as otherwise agreed in writing.

25.12 No Grant of Interest. Tenant shall not grant any interest whatsoever in any fixtures within the Premises or any item paid in whole or in part by Landlord’s Contribution or by Landlord.

25.13 UBTI. Landlord and Tenant hereby agree that it is their intent that all Rent (including without limitation, Base Rent and all Additional Rent and any other charges payable to Landlord under this Lease) shall qualify as “rents from real property” within the meaning of Section 512(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) and the U.S. Department of the Treasury Regulations promulgated thereunder (the “Regulations”). In the event that (a) the Code or the Regulations, or interpretations thereof by the Internal Revenue Service contained in revenue rulings or other similar public pronouncements, shall be changed so that any Rent no longer qualifies as “rent from real property” for purposes of said Section 512(b)(3), or (b) Landlord, in its sole discretion, determines that there is any risk that all or part of any Rent shall not qualify as “rents from real property” for the purposes of said Section 512(b)(3), Tenant agrees to cooperate with Landlord and enter into such amendment(s) to this Lease as Landlord deems necessary to qualify all Rent as “rents from real property,” provided, however, that (i) any amendment required under this Section 25.13 shall be made so as to produce, to the extent possible, the equivalent (in economic terms) Rent as payable before the amendment(s), and (ii) in the event that Landlord determines that an amendment cannot produce economically equivalent Rent as described in clause (i), the Rent payable under any such amendment(s) shall not be less favorable to Tenant than the Rent payable under this Lease immediately prior to such amendment(s). The parties agree to execute such further commercially reasonable instrument(s) as may reasonably be required by Landlord in order to give effect to the foregoing provisions of this Section 25.13.

25.14 Percentage Rent. Tenant expressly covenants and agrees not to enter into any sublease, transfer or assignment of this Lease (including, for avoidance of doubt, any Transfer to an Affiliated Entity or Successor under Section 13.6) that provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the income or profits derived by any person from the property leases, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales) and that any such purported sublease or assignment shall be absolutely void and ineffective as a conveyance of any right or interest in the possession use, occupancy, or utilization of any part of the Premises.

25.15. Financial Information. Tenant shall deliver to Landlord, within ten (10) business days after Landlord’s request (“Financial Information Request”), Tenant’s most recently completed balance sheet and related statements of income, shareholder’s equity and cash flows (audited if available) prepared and certified by an independent certified public accountant and certified by an officer of Tenant as being true and correct in all material respects. Landlord may make a Financial Information Request only one time during any twelve (12) month period, except that Landlord may make a second Financial Information Request during a twelve (12) month period in connection with a proposed a sale or refinancing of the Building. Any such financial information may be relied upon by Landlord, any actual or potential lessor, purchaser, or mortgagee of the Property or any portion thereof.

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25.16 No Air Rights. No rights to any view or to light or air over any property, whether belonging to Landlord or any other person, are granted to Tenant by this Lease. If at any time any windows of the Premises are temporarily darkened or the light therefrom is obstructed by reason of any repairs, improvements, maintenance or cleaning in or about the Property, the same shall be without liability to Landlord and without any reduction or diminution of Tenant’s obligations under this Lease.

25.17 OFAC Certificate and Indemnity. Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 10756, the “Patriot Act”) prohibit certain property transfers. Tenant hereby represents and warrants to Landlord (which representations and warranties shall be deemed to be continuing and re-made at all times during the Term) that neither Tenant, nor, to Tenant’s knowledge, nor any stockholder, manager, beneficiary, partner, or principal of Tenant is subject to the Executive Order, that none of them is listed on the United States Department of the Treasury Office of Foreign Assets Control (“OFAC”) list of “Specially Designated Nationals and Blocked Persons” as modified from time to time, and that none of them is otherwise subject to the provisions of the Executive Order or the Patriot Act. As of the Execution Date, the most current list of “Specially Designated Nationals and Blocked Persons” can be found at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html. Tenant shall from time to time, within ten (10) days after request by Landlord, deliver to Landlord any certification or other evidence requested from time to time by Landlord in its reasonable discretion, confirming Tenant’s compliance with these provisions. No assignment or subletting shall be effective unless and until the assignee or subtenant thereunder delivers to Landlord written confirmation of such party’s compliance with the provisions of this subsection, in form and content satisfactory to Landlord. If for any reason the representations and warranties set forth in this subsection, or any certificate or other evidence of compliance delivered to Landlord hereunder, is untrue in any respect when made or delivered, or thereafter becomes untrue in any respect, then an Event of Default hereunder shall be deemed to occur immediately, and there shall be no opportunity to cure. Tenant shall indemnify, defend with counsel reasonably acceptable to Landlord, and hold Landlord harmless from and against, any and all Claims arising from or related to the breach of any of the foregoing representations, warranties, and duties of Tenant. The provisions of this subsection shall survive the expiration or earlier termination of this Lease for the longest period permitted by law.

25.18 Confidentiality. Tenant acknowledges and agrees that the terms of this Lease are confidential. Disclosure of the terms hereof could adversely affect the ability of Landlord to negotiate other leases with respect to the Building and may impair Landlord’s relationship with other tenants of the Building. Tenant shall not disclose the terms and conditions of this Lease (“Landlord’s Confidential Information”) to any other person or entity without the prior written consent of Landlord which may be given or withheld by Landlord, in Landlord’s sole discretion, except as required for financial disclosures or securities filings, as required by the order of any court or public body with authority over Tenant, or in connection with any litigation between Landlord and Tenant with respect this Lease or to Tenant’s partners, officers, directors, employees, brokers, attorneys, or as may be required as part of any financing or Tenant’s normal course of business, provided that any recipient from Tenant of Landlord Confidential Information is required

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by Tenant to keep Landlord’s Confidential Information confidential in accordance with the terms of this Section 25.18. It is understood and agreed that damages alone would be an inadequate remedy for the breach of this provision by Tenant, and Landlord shall also have the right to seek specific performance of this provision and to seek injunctive relief to prevent its breach or continued breach.

25.19 Force Majeure. Other than Tenant’s obligations under this Lease that can be performed by the payment of money (e.g., payment of Rent and maintenance of insurance), whenever a period of time is herein prescribed for action to be taken by either party hereto, such party shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, acts of terrorism, governmental laws, regulations, or restrictions, or any other causes of any kind whatsoever which are beyond the control of such party (collectively “Force Majeure”). In no event shall financial inability of a party be deemed to be Force Majeure.

25.20 Condition to Lease. Reference is made to the fact that Landlord is negotiating in good faith to enter into an agreement with the Existing Tenant to terminate the Existing Tenant’s Lease as of June 30, 2019. Either party shall have the right, exercisable upon written notice to the other party, to render the Lease void and without force or effect, unless both of the following events occur on or before March 15, 2019:

A. Tenant executes and delivers to Landlord the foregoing Lease; and

B. Existing Tenant executes and delivers to Landlord an agreement, in form and substance acceptable to Landlord, whereby Existing Tenant agrees to terminate the term of the Existing Tenant’s Lease as of June 30, 2019.

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IN WITNESS WHEREOF the parties hereto have executed this Lease as a sealed instrument as of the Execution Date.

LANDLORD
KING 4 HARTWELL PLACE, LLC,
a Delaware limited liability company
By:	King Maris LLC, its operating partner
	By:	King Street Properties Investments LLC, its manager
		By:	/s/ Stephen D. Lynch
			Stephen D. Lynch, manager

TENANT

CODIAK BIOSCIENCES, INC., a Delaware corporation
By:	/s/ Douglas E. Williams
	Name:	Douglas E. Williams
	Title:	Chief Executive Officer

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EXHIBIT 1

LEASE PLAN

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EXHIBIT 1A

RESERVED PARKING SPACES

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EXHIBIT 2

LEGAL DESCRIPTION

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EXHIBIT 3

EXISTING TENANT’S DECOMMISSIONING OBLIGATIONS

Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any Legal Requirements) to be taken by Tenant in order to render the Premises (including any Alterations permitted or required by Landlord to remain therein) free of Hazardous Materials and otherwise released for unrestricted use and occupancy (the “Surrender Plan”). The Surrender Plan (i) shall be accompanied by a current list of (A) all Required Permits held by or on behalf of any of Tenant or any of the Tenant Parties with respect to Hazardous Materials in, on, under, at or about the Premises, and (B) Tenant’s Hazardous Materials, and (ii) shall be subject to the review and approval of Landlord’s environmental consultant, which approval shall not be unreasonably withheld, conditioned or delayed. In connection with review and approval of the Surrender Plan, upon request of Landlord, Tenant shall deliver to Landlord or its consultant such additional non-proprietary information concerning the use of and operations within the Premises as Landlord shall reasonably request (it being understood that Tenant shall not be required to disclose any information if such disclosure is prohibited by a confidentiality agreement to which Tenant is a party). Tenant shall (i) perform or cause to be performed all actions described in the approved Surrender Plan, and (ii) deliver to Landlord a certification from a certified industrial hygienist reasonably acceptable to Landlord certifying that the Premises do not contain any Hazardous Materials and evidence that the approved Surrender Plan shall have been satisfactorily completed by a contractor acceptable to Landlord, and Landlord shall have the right, subject to reimbursement at Tenant’s expense to cause Landlord’s environmental consultant to inspect the Premises and perform such additional procedures as may be deemed reasonably necessary to confirm that the Premises are, as of the Execution Date of this Lease, free of Hazardous Materials and otherwise available for unrestricted use and occupancy. Landlord shall have the unrestricted right to deliver the Surrender Plan and any report by Landlord’s environmental consultant with respect to the surrender of the Premises to third parties. Such third parties and the Landlord Parties shall be entitled to rely on the Surrender Report.

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EXHIBIT 4

TENANT’S WORK; LANDLORD’S CONTRIBUTION

1. Performance of Tenant’s Work. Tenant, following the delivery of the Premises by Landlord and the full and final execution and delivery of the Lease to which this Exhibit is attached, shall have the right to perform alterations and improvements in the Premises to prepare the Premises for Tenant’s occupancy (the “Tenant’s Work”). In addition, Tenant’s Work may include Alterations to the exterior of the Building and to the roof of the Building (“Structural Work”) in order to enable Tenant to install pre-fabricated manufacturing equipment within the Premises. Landlord agrees that Landlord shall not unreasonably withhold its consent to the Structural Work; provided, however, that Landlord may, at Landlord’s election, require Tenant to remove such Structural Work and manufacturing equipment and to restore the exterior of the Building and the roof of the Building to the condition which the exterior of the Building and the roof of the Building were in immediately prior to the performance of the Structural Work. Tenant and its contractors shall not have the right to perform Tenant’s Work in the Premises unless and until Tenant has complied with all of the terms and conditions of Section 11 of the Lease, including, without limitation, approval by Landlord of the final plans for Tenant’s Work and the contractors to be retained by Tenant to perform such Tenant’s Work. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of Tenant’s plans for Tenant’s Work shall not be unreasonably withheld, conditioned or delayed. Landlord’s approval of the contractors to perform Tenant’s Work shall not be unreasonably withheld, conditioned or delayed. The parties agree that Landlord’s approval of the general contractor to perform Tenant’s Work shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 120% of the total estimated cost of Tenant’s Work, or (iv) is not licensed as a contractor in the Commonwealth of Massachusetts. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. Tenant shall ensure that all contractors performing Tenant’s Work include Landlord and such other parties as Landlord shall require as additional insureds on the insurance policies maintained by such contractors. Tenant shall provide to Landlord, for Landlord’s information, copies of all construction contracts for Tenant’s Work.

2. Budget and Landlord’s Share. Promptly after Landlord approves Tenant’s plans for Tenant’s Work, Tenant shall deliver to Landlord an itemized statement (the “Budget”) of the estimated hard and soft costs of Tenant’s Work (the “Estimated Cost”). Tenant shall, on a monthly basis, deliver to Landlord an updated Budget of the Estimated Cost, based upon the information then available to Tenant. “Landlord’s Share” shall be defined as follows: (i) if the Estimated Cost, as set forth in the then current Budget is less than, or equal to, the Maximum Amount of Landlord’s Contribution, as set forth in the Lease Summary Sheet, then Landlord’s Share shall be 100%, and (ii) if the Estimated Cost, as set forth in the then current Budget, is greater than the Maximum Amount of Landlord’s Contribution, then Landlord’s Share shall be equal to a fraction, expressed as a percentage, the numerator of which is the Maximum Amount of Landlord’s Contribution, and the denominator of which is the Estimated Cost, as set forth in the then current Budget.

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3. Definition of Landlord’s Contribution. Subject to the terms and conditions of this Exhibit, Landlord agrees to contribute up to the Maximum Amount of Landlord’s Contribution toward the cost of performing the Tenant’s Work in preparation of Tenant’s occupancy of the Premises. Landlord’s Contribution may only be used for the costs (the “Permitted Costs”) incurred (i) in preparing design and construction documents and mechanical and electrical plans for the Tenant’s Work (collectively, the “Soft Costs”), and (ii) the hard costs in connection with the Tenant’s Work, including construction management fees, if any (collectively, the “Hard Costs”). No more than $130,949.00 of the Maximum Amount of Landlord’s Contribution may be used to pay for Soft Costs. In no event shall Permitted Costs include the cost of security, telecommunications/data equipment, A/V systems, equipment, furniture or other items of personal property of Tenant.

4. Payment Procedures. Landlord shall, subject to the provisions of this Exhibit, pay Landlord’s Share of the amount requested by Tenant pursuant to each Requisition, as hereinafter defined, to Tenant or, in the event that the contractor performing any portion of Tenant’s Work records a mechanics lien which is not timely discharged or bonded over in accordance with Section 11.4 of the Lease, to the order of such contractor, within thirty (30) days after Landlord’s receipt of such Requisition. In no event shall Landlord be required to: (i) pay more than the Maximum Amount of Landlord’s Contribution towards Permitted Costs, (ii) disburse Landlord’s Contribution more than one time per month, or (iii) pay more than the Maximum Amount of Landlord’s Contribution. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of Landlord’s Contribution during the continuance of an uncured monetary or material non-monetary default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such default is cured. If Landlord declines to disburse any portion of Landlord’s Contribution based upon Tenant’s default as aforesaid, Tenant shall have the right, after Tenant cures such default, to resubmit a Requisition for payment of such portion of Landlord’s Contribution in accordance with the provisions of this Section 4, so long as the Lease is then in full force and effect. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. If Landlord fails to timely pay any installment of Landlord’s Contribution pursuant to this Section 4, then Tenant may send Landlord a notice in an envelope that conspicuously states the following in bold caps: “TENANT NOTICE OF INTENTION TO EXERCISE OFF-SET” and which notice shall include an explicit statement that such notice is a notice delivered pursuant to this Section 4 and describing Landlord’s failure to make such payment and, if Landlord fails to make such payment to Tenant within ten (10) days following delivery of such notice, then Tenant may off-set against the Rent due hereunder an amount equal to such installment(s) of Landlord’s Contribution which Landlord fails to timely pay, together with interest at the Default Rate from the date on which such installment was due, until (i) Tenant is paid in full for such installment, or (ii) Landlord pays the balance of such installment to Tenant.

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5. Requisition. A “Requisition” shall be defined as the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises (to the extent that such plans, specifications and certificate have not been previously submitted by Tenant to Landlord); and (vi) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Work. In addition, the final Requisition (i.e., after the completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution) shall include the following documentation: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien from all contractors, subcontractors and material suppliers, (3) receipted bills covering all labor and materials expended and used, and (4) as-built plans of Tenant’s Work.

6. Outside Draw Date. If Tenant does not submit a request for payment of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Exhibit by the date that is twelve (12) months after the Term Commencement Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with Tenant’s Work and/or Landlord’s Contribution.

7. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

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EXHIBIT 5

FORM OF LETTER OF CREDIT

IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER _____________

ISSUE DATE: ______________

ISSUING BANK:
SILICON VALLEY BANK
3003 TASMAN DRIVE
2ND FLOOR, MAIL SORT HF210
SANTA CLARA, CALIFORNIA 95054
BENEFICIARY:
APPLICANT:
AMOUNT:	US$_________ (____________ AND XX/100 U.S. DOLLARS)
EXPIRATION DATE:
PLACE OF EXPIRATION:	ISSUING BANK’S COUNTERS AT ITS ABOVE ADDRESS

DEAR SIR/MADAM:

WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF______ IN YOUR FAVOR AVAILABLE BY PAYMENT AGAINST YOUR PRESENTATION TO US OF THE FOLLOWING DOCUMENT:

1. BENEFICIARY’S SIGNED AND DATED STATEMENT STATING AS FOLLOWS:

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“THE BENEFICIARY IS ENTITLED TO DRAW UPON THIS LETTER OF CREDIT (IN THE AMOUNT OF THE DRAFT SUBMITTED HEREWITH) PURSUANT TO THIS LEASE (THE “LEASE”) DATED FEBRUARY __, 2019, BY AND BETWEEN KING 4 HARTWELL PLACE, LLC, AS LANDLORD, AND CODIAK BIOSCIENCES, INC., AS TENANT, AND/OR ANY AMENDMENT TO THE LEASE OR ANY OTHER AGREEMENT BETWEEN SUCH PARTIES RELATED TO THE LEASE. THE AMOUNT HEREBY DRAWN UNDER THE LETTER OF CREDIT IS US$______________, WITH PAYMENT TO BE MADE TO THE FOLLOWING ACCOUNT: [INSERT WIRE INSTRUCTIONS (TO INCLUDE NAME AND ACCOUNT NUMBER OF THE BENEFICIARY)”

PARTIAL DRAWS AND MULTIPLE PRESENTATIONS ARE ALLOWED.

THIS LETTER OF CREDIT SHALL BE AUTOMATICALLY EXTENDED FOR AN ADDITIONAL PERIOD OF ONE YEAR, WITHOUT AMENDMENT, FROM THE PRESENT OR EACH FUTURE EXPIRATION DATE UNLESS AT LEAST 45 DAYS PRIOR TO THE THEN CURRENT EXPIRATION DATE WE SEND TO YOU A NOTICE BY REGISTERED OR CERTIFIED MAIL OR OVERNIGHT COURIER SERVICE AT THE ABOVE ADDRESS THAT THIS LETTER OF CREDIT WILL NOT BE EXTENDED BEYOND THE THEN CURRENT EXPIRATION DATE. IN NO EVENT SHALL THIS LETTER OF CREDIT BE AUTOMATICALLY EXTENDED BEYOND MARCH 31, 2030.

ALL DEMANDS FOR PAYMENT SHALL BE MADE BY PRESENTATION OF THE REQUIRED DOCUMENTS ON A BUSINESS DAY AT OUR OFFICE (THE “BANK’S OFFICE”) AT: SILICON VALLEY BANK, 3003 TASMAN DRIVE, MAIL SORT HF 210, SANTA CLARA, CA 95054, ATTENTION: GLOBAL TRADE FINANCE.

FACSIMILE PRESENTATIONS ARE ALSO PERMITTED. SHOULD BENEFICIARY WISH TO MAKE A PRESENTATION UNDER THIS LETTER OF CREDIT ENTIRELY BY FACSIMILE TRANSMISSION IT NEED NOT TRANSMIT THE ORIGINAL OF THIS LETTER OF CREDIT AND AMENDMENTS, IF ANY. EACH FACSIMILE TRANSMISSION SHALL BE MADE AT: (408) 496-2418 OR (408) 969-6510; AND UNDER CONTEMPORANEOUS TELEPHONE ADVICE TO: (408)              OR (408)             , ATTENTION: GLOBAL TRADE FINANCE. ABSENCE OF THE AFORESAID TELEPHONE ADVICE SHALL NOT AFFECT OUR OBLIGATION TO HONOR ANY DRAW REQUEST.

THIS LETTER OF CREDIT IS TRANSFERABLE IN WHOLE BUT NOT IN PART ONE OR MORE TIMES, BUT IN EACH INSTANCE ONLY TO A SINGLE BENEFICIARY AS TRANSFEREE AND FOR THE THEN AVAILABLE AMOUNT, ASSUMING SUCH TRANSFER TO SUCH TRANSFEREE WOULD BE IN COMPLIANCE WITH THEN APPLICABLE LAW AND REGULATION, INCLUDING BUT NOT LIMITED TO THE

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REGULATIONS OF THE U.S. DEPARTMENT OF TREASURY AND U.S. DEPARTMENT OF COMMERCE. AT THE TIME OF TRANSFER, THE ORIGINAL LETTER OF CREDIT AND ORIGINALS OR COPIES OF ALL AMENDMENTS, IF ANY, TO THIS LETTER OF CREDIT MUST BE SURRENDERED TO US AT OUR ADDRESS INDICATED IN THIS LETTER OF CREDIT TOGETHER WITH OUR TRANSFER FORM ATTACHED HERETO AS EXHIBIT A DULY EXECUTED. THE CORRECTNESS OF THE SIGNATURE AND TITLE OF THE PERSON SIGNING THE TRANSFER FORM MUST BE VERIFIED BY BENEFICIARY’S BANK. APPLICANT SHALL PAY OUR TRANSFER FEE OF ¹⁄₄ OF 1% OF THE TRANSFER AMOUNT (MINIMUM US$250.00) UNDER THIS LETTER OF CREDIT. HOWEVER, APPLICANT’S PAYMENT OF SUCH TRANSFER FEE SHALL NOT BE A CONDITION OF SUCH TRANSFER. EACH TRANSFER SHALL BE EVIDENCED BY EITHER (1) OUR ENDORSEMENT ON THE REVERSE OF THE LETTER OF CREDIT AND WE SHALL FORWARD THE ORIGINAL OF THE LETTER OF CREDIT SO ENDORSED TO THE TRANSFEREE OR (2) OUR ISSUING A REPLACEMENT LETTER OF CREDIT TO THE TRANSFEREE ON SUBSTANTIALLY THE SAME TERMS AND CONDITIONS AS THE TRANSFERRED LETTER OF CREDIT (IN WHICH EVENT THE TRANSFERRED LETTER OF CREDIT SHALL HAVE NO FURTHER EFFECT).

IF ANY INSTRUCTIONS ACCOMPANYING A DRAWING UNDER THIS LETTER OF CREDIT REQUEST THAT PAYMENT IS TO BE MADE BY TRANSFER TO YOUR ACCOUNT WITH ANOTHER BANK, WE WILL ONLY EFFECT SUCH PAYMENT BY FED WIRE TO A U.S. REGULATED BANK, AND WE AND/OR SUCH OTHER BANK MAY RELY ON AN ACCOUNT NUMBER SPECIFIED IN SUCH INSTRUCTIONS EVEN IF THE NUMBER IDENTIFIES A PERSON OR ENTITY DIFFERENT FROM THE INTENDED PAYEE.

THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES (ISP98), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 590.

AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE

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IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER __________________

EXHIBIT A

FORM OF TRANSFER FORM

DATE: ____________________

TO:  SILICON VALLEY BANK
3003 TASMAN DRIVE
SANTA CLARA, CA 95054
ATTN: GLOBAL TRADE FINANCE
STANDBY LETTERS OF CREDIT RE:  IRREVOCABLE STANDBY LETTER OF CREDIT
NO. _____________ ISSUED BY
SILICON VALLEY BANK, SANTA CLARA
L/C AMOUNT: ___________________

GENTLEMEN:

FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO:

(NAME OF TRANSFEREE)

(ADDRESS)

ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF CREDIT UP TO ITS AVAILABLE AMOUNT AS SHOWN ABOVE AS OF THE DATE OF THIS TRANSFER.

BY THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCH LETTER OF CREDIT ARE TRANSFERRED TO THE TRANSFEREE. TRANSFEREE SHALL HAVE THE SOLE RIGHTS AS BENEFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS, WHETHER INCREASES OR EXTENSIONS OR OTHER AMENDMENTS, AND WHETHER NOW EXISTING OR HEREAFTER MADE. ALL AMENDMENTS ARE TO BE ADVISED DIRECTLY TO THE TRANSFEREE WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE TO THE UNDERSIGNED BENEFICIARY.

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THE ORIGINAL OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH, AND WE ASK YOU TO EITHER (1) ENDORSE THE TRANSFER ON THE REVERSE THEREOF, AND FORWARD IT DIRECTLY TO THE TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER, OR (2) ISSUE A REPLACEMENT LETTER OF CREDIT TO THE TRANSFEREE ON SUBSTANTIALLY THE SAME TERMS AND CONDITIONS AS THE TRANSFERRED LETTER OF CREDIT (IN WHICH EVENT THE TRANSFERRED LETTER OF CREDIT SHALL HAVE NO FURTHER EFFECT).

SINCERELY,	SIGNATURE AUTHENTICATED
(BENEFICIARY’S NAME)	The name(s), title(s), and signature(s) conform to that/those on file with us for the company and the signature(s) is/are authorized to execute this instrument.
(SIGNATURE OF BENEFICIARY)	–                                     (Name of Bank)
(NAME AND TITLE)	–                                   (Address of Bank)
	–                                 (City, State, ZIP Code)
	–                             (Authorized Name and Title)
	–                                 (Authorized Signature)
	–                               (Telephone number)

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EXHIBIT 6

LANDLORD’S SERVICES

Hot/cold water to restrooms

Electricity for Common Areas

Management services

Grounds maintenance (including snow and ice removal)

Removal of trash from the common dumpster

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EXHIBIT 7

TENANT’S HAZARDOUS MATERIALS

[***]

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EXHIBIT 8

RULES AND REGULATIONS

A. General

1. Tenant and its employees shall not in any way obstruct the sidewalks, halls, stairways, or exterior vestibules of the Building, and shall use the same only as a means of passage to and from their respective offices. At no time shall Tenants permit its employees, contractors, or other representatives to loiter in Common Areas or elsewhere in and about the Property.

2. Corridor doors, when not in use, shall be kept closed.

3. Areas used in common by tenants shall be subject to such regulations as are posted therein.

4. Any Tenant or vendor sponsored activity or event in the Common Area must be approved and scheduled through Landlord’s representative, which approval shall not be unreasonably withheld.

5. No animals, except Seeing Eye dogs, shall be brought into or kept in, on or about the Premises or Common Areas.

6. Alcoholic beverages (without Landlord’s prior written consent), illegal drugs or other illegal controlled substances are not permitted in the Common Areas, nor will any person under the influence of the same be permitted in the Common Areas. Landlord reserves the right to exclude or expel from the Building any persons who, in the judgment of the Landlord, is under the influence of alcohol or drugs, or shall do any act in violation of the rules and regulations of the Building.

7. No firearms or other weapons are permitted in the Common Areas.

8. No fighting or “horseplay” will be tolerated at any time in the Common Areas.

9. Tenant shall not cause any unnecessary janitorial labor or services in the Common Areas by reason of Tenant’s carelessness or indifference in the preservation of good order and cleanliness.

10. Smoking and discarding of smoking materials by Tenant and/or any Tenant Party is permitted only in exterior locations designated by Landlord. Tenant will instruct and notify its employees and visitors of such policy.

11. Bicycles and other vehicles are not permitted inside or on the walkways outside the Building, except in those areas specifically designated by Landlord for such purposes.

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12. Tenant shall not operate or permit to be operated on the Premises any coin or token operated vending machine or similar device (including, without limitation, telephones, lockers, toilets, scales, amusement devices and machines for sale of beverages food, candy, cigarettes or other goods), except for those vending machines or similar devices which are for the sole and exclusive use of tenant’s employees.

13. Canvassing, soliciting, and peddling in or about the Building is prohibited. Tenant, its employees, agents and contractors shall cooperate with said policy, and Tenant shall cooperate and use best efforts to prevent the same by Tenant’s invitees.

14. Fire protection and prevention practices implemented by the Landlord from time to time in the Common Areas, including participation in fire drills, must be observed by Tenant at all times.

15. Except as provided for in the Lease, no signs, advertisements or notices shall be painted or affixed on or to any windows, doors or other parts of the Building that are visible from the exterior of the Building unless approved in writing by the Landlord.

16. The restroom fixtures shall be used only for the purpose for which they were constructed and no rubbish, ashes, or other substances of any kind shall be thrown into them. Tenant will bear the expense of any damage resulting from misuse.

17. Tenant will not interfere with or obstruct any perimeter heating, air conditioning or ventilating units.

18. Tenant shall utilize Waltham Pest Control Service or such other pest control service approved by Landlord (which approval shall not be unreasonably withheld) to control pests in the Premises.

19. Except as included in Landlord’s Services, tenants shall bear the cost and expense of such pest control services.

20. Tenant shall not install, operate or maintain in the Premises or in any other area of the Building, any electrical equipment which does not bear the U/L (Underwriters Laboratories) seal of approval (other than in connection with the development of electronic equipment which is part of the ordinary operations of the Tenant), or which would overload the electrical system or any part thereof beyond its capacity for proper, efficient and safe operation as determined by Landlord, taking into consideration the overall electrical system and the present and future requirements of the Building.

21. Tenants shall not perform improvements or alterations within the Building or their Premises, if the work has the potential of disturbing the fireproofing which has been applied on the surfaces of structural steel members, without the prior written consent of Landlord.

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22. Tenant shall manage its waste removal program, at its sole cost and expense, keeping any recyclables, garbage, trash, rubbish and refuse in vermin-proof containers for Tenant’s sole use within the Landlord designated area until removed.

23. Lab operators who travel outside lab space must abide by the one glove rule and remove lab coats where predetermined.

24. Chemical lists and MSDS sheets must be readily available at a centralized location of which Landlord has been provided prior notice. In the event of an emergency, first responders will require this information in order to properly evaluate the situation.

25. Tenant shall provide Landlord, in writing, the names and contact information of two (2) representatives authorized by Tenant to request Landlord services, either billable or non-billable and to act as a liaison for matters related to the Premises.

B. Access & Security

1. Landlord reserves the right to close and keep locked all entrance and exit doors of the Building during the hours Landlord may deem advisable for the adequate protection of the Property. Use of the Building and the leased premises before 8 AM or after 6 PM, or any time during Saturdays, Sundays or legal holidays shall be allowed only to persons with a key/card key to the Building or guests accompanied by such persons. Any persons found in the Building after hours without such keys/card keys are subject to the surveillance of building staff.

2. Tenant shall not place any additional lock or locks on any exterior door in the Premises or Building or on any door in the Building core within the Premises, including doors providing access to the telephone and electric closets and the slop sink, without Landlord’s prior written consent. A reasonable number of keys to the locks on the doors in the Premises shall be furnished by Landlord to Tenant at the cost of Tenant, and Tenant shall not have any duplicate keys made. All keys shall be returned to Landlord at the expiration or earlier termination of this Lease.

3. Landlord may from time to time adopt appropriate systems and procedures for the security or safety of the Building, its occupants, entry and use, or its contents, provided that Tenant shall have access to the Building 24 hours per day, 7 days a week. Tenant, Tenant’s agents, employees, contractors, guests and invitees shall comply with Landlord’s reasonable requirements relative thereto.

4. Tenant acknowledges that Property security problems may occur which may require the employment of extreme security measures in the day-to-day operation of the Common Areas. Accordingly, Tenant agrees to cooperate and cause its employees, contractors, and other representatives to cooperate fully with Landlord in the implementation of any reasonable security procedures concerning the Common Areas.

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5. Tenant and its employees, agents, contractors, invitees and licensees are limited to the Premises and the Common Areas. Tenants and its employees, agents, contractors, invitees and licensees may not enter other areas of the Project (other than the Common Areas) except when accompanied by an escort from the Landlord.

C. Shipping/Receiving

1. Dock areas exterior to the Building shall not be used for storage or staging by Tenant.

2. In no case shall any truck or trailer be permitted to remain in a loading dock area for more than forty-eight (48) hours.

3. There shall not be used in any Common Area, either by Tenant or by delivery personnel or others, in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires and sole guards.

4. Lab operators carrying any lab related materials may only travel within the Premises. At no time should any lab materials travel in the Common Areas.

5. Any dry ice brought into the building must be delivered through the loading dock serving the Premises.

6. All nitrogen tanks must travel through the loading dock serving the Premises and should never be left unattended outside of the Premises.

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EXHIBIT 9

INSURANCE REQUIREMENTS FOR TENANT’S CONTRACTORS

Tenant shall, at its own expense, maintain and keep in force, or cause to be maintained and kept in force by any general contractors, sub-contractors or other third party entities where required by contract, throughout any period of alterations to the Premises or the Building by Tenant, the following insurance coverages:

(1) Property Insurance. “All-Risk” or “Special” Form property insurance, and/or Builders Risk coverage for major renovation projects, including, without limitation, coverage for fire, earthquake and flood; boiler and machinery (if applicable); sprinkler damage; vandalism; malicious mischief coverage on all equipment, furniture, fixtures, fittings, tenants work, improvements and betterments, business income, extra expense, merchandise, inventory/stock, contents, and personal property located on or in the Premises. Such insurance shall be in an amount equal to the full replacement cost of the aggregate of the foregoing and shall provide coverage comparable to the coverage in the standard ISO “All-Risk” or “Special” form, when such coverage is supplemented with the coverages required above. Property policy shall also include coverage for Plate Glass, where required by written contract.

Builders Risk insurance coverage may be provided by the general contractor on a blanket builders risk policy with limits adequate for the project, and evidencing the additional insureds as required in the Lease.

(2) Liability Insurance. General Liability, Umbrella/Excess Liability, Workers Compensation and Auto Liability coverage as follows:

(a)	General Liability	$1,000,000	per occurrence
		$1,000,000	personal & advertising injury
		$2,000,000	products/completed operations aggregate
		$2,000,000	general aggregate

The General Contractor is required to maintain, during the construction period and up to 3 years after project completion, a General Liability insurance policy, covering bodily injury, personal injury, property damage, completed operations, with limits to include a $1,000,000 limit for blanket contractual liability coverage and adding Landlord as additional insured as respects the project during construction and for completed operations up to 3 years after the end of the project. Landlord requires a copy of the ISO 20 10 11 85 Additional Insured endorsement, showing Landlord as an additional insured to the GC’s policy.

(b)	Auto Liability	$1,000,000 combined single limit (Any Auto) for bodily injury and property damage, hired and non-owned cover.
(c)	Workers Compensation	Statutory Limits
	Employers Liability	$1,000,000 each accident

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$1,000,000	each employee
$1,000,000	policy limit

General Contractor shall ensure that any and all sub-contractors shall maintain equal limits of coverage for Workers Compensation/EL and collect insurance certificates verifying same.

(d)	Umbrella/Excess Liability	$3,000,000	per occurrence
		$3,000,000	aggregate

(e) Environmental Insurance – To the extent required by Landlord Contractors’ commercial general liability/umbrella insurance policy(ies) shall include Landlord and Landlord’s designees as additional insureds’, and shall include a primary non-contributory provision. Liability policy shall contain a clause that the insurer may not cancel or materially change coverage without first giving Landlord thirty (30) days prior written notice, except cancellation for non-payment of premium, in which ten (10) days prior written notice shall be required.

(3) Deductibles. If any of the above insurances have deductibles or self insured retentions, the Tenant and/or contractor (policy Named Insured) shall be responsible for the deductible amount.

All of the insurance policies required in this Exhibit 9 shall be written by insurance companies which are licensed to do business in the State where the property is located, or obtained through a duly authorized surplus lines insurance agent or otherwise in conformity with the laws of such state, with an A.M. Best rating of at least A and a financial size category of not less than VII. Tenant shall provide Landlord with certificates of insurance upon request, prior to commencement of the Tenant/contractor work, or within thirty (30) days of coverage inception and subsequent renewals or rewrites/replacements of any cancelled/non-renewed policies.

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EXHIBIT 10

PTDM

Parking and Transportation Demand Management

Report for The Hartwell Innovation Campus, Lexington, MA

Submitted to:

Town of Lexington

Planning Department

1625 Massachusetts Avenue

Lexington, MA 02420

Submitted by:

King 4 Hartwell Place LLC

King 101 Hartwell LLC

King 113 Hartwell LLC

King 115 Hartwell LLC

c/o Lincoln Property Company

200 CambridgePark Drive

Cambridge, Ma 02140

Submitted on:

September 1, 2017

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Parking and Transportation Demand Management Update Report

September 1, 2017

OVERVIEW

As required by the Town of Lexington’s Planning Department, Minor Site Plan Reviews, dated November 2011, The Hartwell Innovation Campus is submitting this Parking and Transportation Demand Management (PTDM) Update Report for the following buildings:

• 4 Hartwell Place, Lexington, MA

• 101 Hartwell Avenue, Lexington, MA

• 113 Hartwell Avenue, Lexington, MA

• 115 Hartwell Avenue, Lexington, MA

4 Hartwell Place

This site is located behind 101 Hartwell Avenue and is a multi-tenant building with surface and garage parking. The 40,123 square foot building is currently occupied by three tenants: ReproCell USA Inc., occupying 10,724 square feet; Sekisui Diagnostics, LLC, occupying 18,707 square feet; and T2 BioSystems, Inc. occupying 10,692 square feet. There are approximately 107 employees in total at the site.

Parking

There is a surface parking lot along the front of the building, adjacent to the additional existing tenant entrances; this also leads to additional parking on the side of the building and on the first floor of the new garage, allowing for up to 171 approved parking spaces.

Of these 171 parking spots, 6 have been designated as high occupancy (HOV)/carpool vehicles and 6 as handicap,

Table 1a

Parking Inventory

Parking Type	Number of Spaces
Compact/Full	159
HOV/Carpool	6
HP	6
TOTAL	171

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101 Hartwell Avenue

This site is a multi-tenant building with surface parking. The 41,335 square foot building is currently occupied by two tenants: Promedior Inc., occupying 7,700 square feet; and T2 BioSystems, Inc. occupying 33,635 square feet. There are approximately 85 employees in total at the site.

There is a surface parking lot along the front of the building, adjacent to the additional existing tenant entrances; this also leads to additional parking on the side of the building allowing for up to 133 approved parking spaces.

Of these 133 parking spots, 6 have been designated as high occupancy (HOV)/carpool vehicles and 6 as handicap.

Table 1a

Parking Inventory

Parking Type	Number of Spaces
Full/Compact	121
HOV/Carpool	6
HP	6
TOTAL	133

113 Hartwell Avenue

This site is located directly adjacent to 101 Hartwell Avenue, and is also a multi-tenant building with surface and garage parking. The 103,800 square foot building is currently occupied by three tenants: Quanterix Corporation, occupying 30,655 square feet; Taris Corporation, occupying 19,802 square feet; and uniQure Corporation, occupying 53,343 square feet. The three tenants combined have approximately 278 employees on site.

115 Hartwell Avenue

This site is located directly adjacent to 113 Hartwell Avenue, and is a single tenant building with surface and garage parking. The 91,211 square foot building is currently occupied by WAVE Life Sciences USA, Inc. WAVE is occupying the building in phases and currently has 25 employees. WAVE is expected to grow to about 100 employees at 115 Hartwell.

113 Hartwell and 115 Hartwell Parking

There is a surface parking lot along the front of each building, adjacent to existing tenant entrances, an expansive surface parking area behind the buildings and a new parking garage adjacent to 4 Hartwell Place allowing for up to 369 approved parking spaces with 145 stalls in the garage provided at 4 Hartwell Place by Special Permit. Of the 514 spots, 7 have been designated as high occupancy (HOV)/carpool vehicles, 11 as handicap, and 8 designated for electric vehicle charging stations.

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Table 1b

Parking Inventory

Parking Type	Number of Spaces
Compact/Full	488
HOV/Carpool	7
HP	11
EV Charging	8
TOTAL	514

COMMUTING OPTIONS & METHODS

In 2017, onsite employees at The Hartwell Innovation Campus were surveyed to determine their commuting methods and preferences.

The origin for employees commuting to The Hartwell Innovation Campus is Lexington, Cambridge, Arlington, Boston and surrounding communities, as well as the North Shore, South Shore, Metro West, and Southern New Hampshire. Based on survey results, a relatively equal number of employees at the building are commuting short distances (<20 miles) and medium distances (20-40 Miles), while only 8% are commuting long distances (>40 miles).

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Table 2

Commuting Distance (2017 data)

Table 3

Commuting Methods (2017 data)

As noted in the above chart, the majority of employees are commuting to work in SOV’s daily, while a small percentage are using alternative methods like carpooling, REV Shuttle, public transportation and bicycling. While SOV’s are still the primary mode of transportation at 91%, we are working toward a 10% decrease in SOV users from 2017 - 2018 as the growing population of employees use alternative transportation such as bicycles and the REV Shuttle. Additionally, we continue to encourage the public transportation options available to our tenants.

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MITIGATION PROGRAMS

The Hartwell Innovation Campus has developed and implemented an ongoing comprehensive Parking and Transportation Demand Management Plan designed to minimize the number of single occupancy vehicles (SOV) entering the site and encourage the use of alternate methods of transportation in an effort to reduce traffic volume on Hartwell Avenue.

We have implemented the following programs to encourage modes of alternative transportation such as bicycle/pedestrian trips, public transportation, ridesharing and shuttle services:

Membership to the 128 Business Council

The Hartwell Innovation Campus renewed the membership with the 128 Business Council in Spring of 2017. This partnership has provided our tenants with valuable resources provided by the 128 Business Council. Coupled with our on-site programs, we anticipate this mode of transportation will further reduce the percentage of employees commuting in SOV’s during the upcoming year.

Benefits Available to Employees Include:

• Carpool matching Database

• NuRide

• Alewife/Hartwell Shuttle- THE REV

• Guaranteed Ride Home

• Individual transportation and route planning assistance

• Bicycle route maps and route planning assistance

• On-site commuter benefit events

• On-line trip planning tools

The 128 Business Council is available to all Tenant employees, via on site events hosted by The Hartwell Innovation Campus or scheduled meetings for individual tenants, to promote the above programs.

Bike Share Program

To encourage bike trips, centrally located bike racks have been provided with the capacity for 62 bicycles. The quantity of bikes stored on the racks is monitored closely on a daily basis to ensure adequate space is available.

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The Bikeshare program is designed to promote bike trips by providing tenants with a free and convenient opportunity to sign out a bicycle to pick-up lunch, do other local errands, or just enjoy a ride on the Minuteman Bikeway. To encourage use of the building’s shared bicycles, each building is equipped with an onsite shower. Each tenant also has the opportunity to request complimentary shower supplies through the Transportation Coordinator.

Public Transportation

The Hartwell Avenue area is currently serviced by 2 MBTA bus routes (#62, Bedford V.A. Hospital – Alewife Station & #76 Hanscom/Lincoln Lab – Alewife Station). Both bus routes are within walking or biking distance of The Hartwell Innovation Campus.

Information regarding public transportation options has been communicated to employees at The Hartwell Innovation Campus via email blasts and tenant meetings.

The Hartwell Innovation Campus recognizes the need for more public transportation options to and from Hartwell Avenue, and has been working closely with the Town and the Hartwell Association to establishing new amenities. The Hartwell Association holds meetings regularly throughout the year and gives the property owners on Hartwell Avenue an opportunity to gather and discuss common goals/purposes.

Shuttle Services

The Hartwell Innovation Campus co-hosted the first meeting of the Hartwell Association at 113 Hartwell Avenue, which marked the first time that property owners on Hartwell Avenue gathered with a common goal/purpose. Over the course of the last six years, a representative of the Hartwell Innovation Campus has attended numerous Hartwell Association meetings discussing the various commuting services available in hopes to collectively subsidize a commuter shuttle for workers commuting from Boston.

In spring of 2013, the Town of Lexington and the 128 Business Council applied for and were awarded a federal transportation grant to pilot a commuter shuttle that will provide direct service to Hartwell Avenue from the Alewife Red Line Station. The grant will cover 80% of the shuttle’s operation costs for the first year of operation, while 5 property owners and members of the Hartwell Association, agreed to subsidize 20% of the cost. This continues today, even though the grant is not available this year to the ownerships along Hartwell Avenue. The Hartwell Innovation Campus remains committed to the commuter shuttle and continues to contribute toward the cost.

Each Tenant has full access to this amenity at a nominal cost to the employee. The REV shuttle is fully equipped with wi-fi and runs Monday- Friday with three trips in the morning and three trips in the evening. The shuttle is operated and managed through the 128 Business Council which has a proven track record of successfully implementing shuttle services and is a leader in transportation policy development.

Benefits of REV Shuttle Trips

• Less automobile traffic congestion

• Reduced fuel consumption

• Allows commuters to connect to the site through multiple modes of public transit including MBTA commuter rail from suburban locations

• More relaxing because riders can read or catch up on work during the commute

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Rideshare Program

The Hartwell Innovation Campus has established a Rideshare Program for each building. The Transportation Coordinator will be responsible for creating an electronic board, where tenants can post information and communicate with other commuters to arrange for transportation. Initially this program will focus on ride matching with other employees in the building, but if necessary could expand to include other tenants in the area.

Benefits of Rideshare Program

• Less automobile traffic congestion

• Reduced fuel consumption

• Better air quality

• Less expensive than SOV because of shared transportation costs

• Less travel time if carpool/HOV lanes can be utilized

• More relaxing because of shared driving responsibilities

Onsite Amenities

The Hartwell Innovation Campus will provide onsite amenities that will reduce the need for tenants to travel off site during the workday. These amenities include the construction of a Pavilion, central to 101, 113/115 Hartwell Avenue and 4 Hartwell Place, which will provide coffee and other refreshments. It will also serve as a gathering place for tenants to get out of their office environment and collaborate with others in the campus. Management will also continue to promote the Food Truck Program that provides a variety of lunch options to the campus. Onsite amenities will encourage the use of the REV Shuttle, the Rideshare Program, and other alternative means of transportation since tenants will not be dependent on SOV to access these conveniences.

We believe these services are crucial in attracting a younger workforce, most of whom are straight out of college, who would otherwise work in the Boston or Cambridge area without these essential amenities, in addition to decreasing single occupancy rides and transportation costs.

Communication

In a continuing effort to support alternative transportation, The Hartwell Innovation Campus is using several means to reach tenants and communicate information regarding alternative transportation programs.

Memorandums & Email Blasts

The Transportation Coordinator communicates with employees at each building through frequent emails and building memorandums announcing programs, incentives, reminders, and other useful information intended to decrease the use of SOV by those onsite.

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Events

To incentivize employee participation in all programs, transportation management events are held throughout the year. The 128 Business Council was present to promote its programs and sign up employees on site. Complementary gift bags, including an MBTA map, a map of Eastern Massachusetts, and a Boston Bike map were provided to tenants.

Ongoing Management

The Hartwell Innovation Campus has continued to gain and improve its understanding of the building’s occupants and how to help change behaviors and attitudes toward commuting. Our message is clear; utilizing alternative methods of transportation not only to reduces traffic congestion in the area, but also reduces transportation costs and contributes to both a healthy lifestyle and environment.

Critical to ensuring the success of our PDTM Plan is the ongoing management of the programs. Management activities will include, but not be limited to the following:

*Appoint a Transportation Coordinator whose responsibilities will include the following:

*Coordinate Rideshare Board/Postings.

*Create a King Street Properties Hartwell Facebook Page (or similar on- line web site), which tenants can use to regarding rideshares.

*Provide tenants with updated information and options on alternative modes of transportation.

*Promote transportation options through events such as bicycle tune-up day, car wash for carpoolers, gas bucks for groups.

*Help in the creation of a place of residence database which will connect employees in the building who live in similar locations.

*Monitor and evaluate results of the PTDM Plan through tenant surveys.

*Ensure that specific language is included in all tenant leases which requires the tenant’s participation in the Hartwell Avenue Transportation Management Association.

*Take a leadership role in working with other landlords in the area to encourage cooperation and promotion of transportation options.

*Become active members in area transportation groups.

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Over the next year we will continue to work towards this goal in the following ways:

Bikesharing

With a bike sharing program underway; we will continue to monitor the use of bikes to ensure the quantity of bikes meets tenant demand. To encourage growth of and participation in the program, over the next year, The Hartwell Innovation Campus will continue to:

*Perform maintenance to bicycles to ensure employees at the building feel safe signing them out to complete errands, go out to lunch, etc.

* Provide tenants with additional information regarding the program, the benefits of participating, and area businesses/activities that are within biking distance of the building.

* Continue to offer new incentives to keep employees at the building interested in participating.

* Continue to provide shared umbrellas and parkas for use in the inclement weather.

Ridesharing

While many commuters are hesitant of ridesharing for various reasons, the positive results (decreased commuting costs, decreased traffic congestion, improved environmental quality, etc.) make it an incredibly viable commuting alternative to SOV.

To help employees see the value in ridesharing and encourage them to participate, over the next year, The Hartwell Innovation Campus will continue to:

* Gather and present to employees data which will help them facilitate convenient ridesharing schedules through its partnership with the 128 Business Council.

* Host semi-annual tenant events with 128 Business Council to help promote benefits, answer questions, and spread the word of new programs.

* Continue to offer incentives for employees at the building participating in ridesharing opportunities such as free gas cards for ride sharing.

Public Transportation

Tenant surveying has confirmed that a large number of employees are commuting daily from the Cambridge area. As a member of the 128 Business Council and the Hartwell Association, The Hartwell Innovation Campus will continue to promote the shuttle from Alewife to Hartwell Avenue.

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To increase the use of public transportation specifically, The Hartwell Innovation Campus will continue to:

* Provide MBTA maps to each building tenant for distribution to employees.

* Provide a free MBTA monthly pass for an employee with each building tenant who most regularly chooses public transportation as his/her commuting method.

*Provide a free Alewife/Hartwell Rev shuttle monthly pass for an employee who utilizes the service on a daily basis. This will be tracked by the Tenant Coordinator and the Landlord Representative from the company.

Parking Management/SOV Disincentives

The primary way in which SOV use will be discouraged for the entire site is through the reduction of parking spaces per s.f. of GFA. After the reconstruction of the parking lot, the parking ratio for all tenants was reduced to 3.0 spaces per 1000 s.f. GFA. 5% of the total parking spaces across the site will be dedicated for rideshare vehicles. Additionally, tenants who choose to commute in SOV’s will not be eligible for any incentive programs such as the “Gas Bucks for Groups” or “Car Wash for Carpoolers”.

The Hartwell Innovation Campus is committed to an increased awareness and participation in alternative methods of transportation and in the reduction of SOV at the Center. We look forward to the challenge of continuing to work with both tenants and neighbors to expand this knowledge and increase participation in programs that will benefit individuals, the site, and the growing Hartwell Avenue community.cv

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EXHIBIT 11

FORM OF SNDA

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (“Agreement”) is made and entered into as of this             day of                    , 2019, by and among CITIZENS BANK, NATIONAL ASSOCIATION, a national bank (“Lender”), CODIAK BIOSCIENCES, INC., a Delaware corporation (“Tenant”) and KING 4 HARTWELL PLACE LLC, a Delaware limited liability company (“Landlord”).

RECITALS

A. Lender has made a loan (the “Loan”) to Landlord which is secured in part by an Amended and Restated Mortgage, Financing Statement and Security Agreement made by Landlord in favor of Lender dated June 15, 2017 and filed with the Middlesex South Registry District of the Land Court (the “Registry District”), as Instrument No. 01762993 (as amended, from time to time, the “Mortgage”) and an Amended and Restated Assignment of Rents and Leases made by Landlord in favor of Lender dated June 15, 2017 and filed with the Registry District, as Instrument No. 01762994, covering certain property described on Exhibit A attached hereto (the “Property”), including the Premises (as hereafter defined).

B. Landlord is the obligor under the note which evidences the Loan (the “Note”).

C. Landlord and Tenant are parties to a lease dated as of                    , 2019 (the “Lease”), pursuant to which Tenant leases certain premises (the “Premises”) which constitutes or forms a portion of the Property covered by the Mortgage, all as more particularly described in the Lease.

D. The Lease is or may become (subject to this Agreement) subordinate in priority to the Mortgage.

E. Tenant wishes to obtain from Lender certain assurances that Tenant’s possession of the Premises will not (subject to this Agreement) be disturbed by reason of the enforcement of the Mortgage or a foreclosure of the lien thereunder.

F. Lender is willing to provide such assurances to Tenant upon and subject to the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the above, the reciprocal promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do mutually agree as follows:

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1. Subordination. The Lease now is or shall become upon the mutual execution of this Agreement subject and subordinate in all respects to the Mortgage and to all renewals, modifications and extensions thereof, subject to the terms and conditions of this Agreement. Tenant hereby affirms that the Lease is in full force and effect and that the Lease has not been modified or amended. Lender acknowledges receipt of a copy of the Lease and hereby approves the same.

2. Landlord’s Default. From and after the date on which Tenant receives a fully executed copy of this Agreement, Tenant will not seek to terminate the Lease by reason of any act or omission of Landlord unless Tenant shall have given written notice of such act or omission to Lender (at Lender’s last address furnished to Tenant) and Lender shall not have remedied such act or omission within thirty (30) days following Lender’s receipt of such written notice or such longer period as may be provided to Lender in order to effect such remedy in accordance with this Paragraph 2. Lender shall have the right, but not the obligation, to remedy such act or omission, provided however that if the act or omission does not involve the payment of money from Landlord to Tenant and (i) is of such a nature that it could not be reasonably remedied within the thirty (30) day period aforesaid, or (ii) the nature of the act or omission or the requirements of local law require Lender to appoint a receiver or to foreclose on or commence legal proceedings to recover possession of the Property in order to effect such remedy and such legal proceedings and consequent remedy cannot reasonably be achieved within said thirty (30) days, then Lender shall have such further time as is reasonable under the circumstances to effect such remedy provided that Lender shall notify Tenant, within ten (10) days after receipt of Tenant’s notice, of Lender’s intention to effect such remedy and provided further that (a) in the case of (i) above, Lender commences such remedy within said thirty (30) day period or in the case of (ii) above, Lender promptly institutes legal proceedings to appoint a receiver for the Property or to foreclose on or recover possession of the Property within said thirty (30) day period and (b) thereafter prosecutes any such proceedings and/or remedy with due diligence to completion.

3. Non-Disturbance and Attornment. So long as Tenant is not in default under the Lease (beyond any period given Tenant to cure such default) as would entitle Landlord to terminate the Lease or would cause, without any further action of Landlord, the termination of the Lease or would entitle Landlord to dispossess Tenant thereunder, Lender will not disturb the peaceful and quiet possession or right of possession of the Premises by Tenant nor shall the Lease or its appurtenances be extinguished by reason of any Foreclosure (as hereinafter defined) or otherwise, nor join Tenant as a party in any action or proceeding brought pursuant to the Mortgage.

In the event that Lender or its successors or assigns, as defined in Paragraph 5 hereof (“Successor Landlord”) acquires the interest of Landlord or comes into the possession of or acquires title to the Premises (the “Succession”) by reason of the foreclosure (judicial or non-judicial) or enforcement of the Mortgage (including a private power of sale) or the obligations secured thereby or by a conveyance in lieu thereof or other conveyance or as a result of any other means (any or all of the foregoing hereinafter referred to as a “Foreclosure”), then the Lease and all appurtenances thereto shall remain in full force and effect and Tenant shall be bound to Successor Landlord under all of the provisions of the Lease for the balance of the term thereof (including any extensions or renewals thereof which may be effected in accordance with any

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options contained in the Lease) with the same force and effect as if Successor Landlord was Landlord under the Lease, and Tenant shall attorn to Successor Landlord as its landlord, such attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon the Succession; and further, in such event, Successor Landlord shall be bound to Tenant under all of the provisions of the Lease, and Tenant shall, from and after such Succession, have the same remedies against Successor Landlord for the breach of any agreement contained in the Lease that Tenant might have had under the Lease against Landlord thereunder provided, however, that Successor Landlord shall not be:

3.2 liable for any act or omission of any prior landlord (including Landlord) unless Tenant shall have given notice (pursuant to Paragraph 2 hereof) of such act or omission to the party who was then holder of the Mortgage (whether or not such holder elected to cure or remedy such act or omission); or

3.3 subject to any claims or offsets (except those expressly permitted under the Lease) or defenses which Tenant might have against any prior landlord (including Landlord) unless Tenant shall have given notice (pursuant to Paragraph 2 hereof) of the state of facts or circumstances under which such offset or defense arose to the party who was the then holder of the Mortgage (whether or not such holder elected to cure or remedy such condition); or

3.4 bound by any rent or additional rent which Tenant might have paid to any prior landlord (including Landlord) more than thirty (30) days in advance of the due date under the Lease; or

3.5 bound by any security deposit which Tenant may have paid to any prior landlord (including Landlord), unless such deposit is available to the party who was the holder of the Mortgage at the time of a Foreclosure; or

3.6 bound by a modification or amendment to the Lease and made without its written consent unless subsequently affirmed by an intervening holder of the Mortgage.

Upon receipt by Tenant of written notice from Lender or Successor Landlord stating that Lender or Successor Landlord is entitled to receive the rents under the Lease directly from Tenant, Tenant shall pay all rents under the Lease directly to Lender or Successor Landlord, as the case may be. Landlord, by its execution hereof, hereby authorizes Tenant to accept such direction from Lender or Successor Landlord and to pay the rents directly to Lender or Successor Landlord and waives all claims against Tenant for any sums so paid at Lender’s or Successor Landlord’s direction. Tenant may conclusively rely upon any written notice Tenant receives from Lender or Successor Landlord notwithstanding any claims by Landlord contesting the validity of any term or condition of such notice, including any default claimed by Lender or Successor Landlord, and Tenant shall have no duty to inquire into the validity or appropriateness of any such notice.

4. Notices. All notices, demands, or requests, and responses thereto, required or permitted to be given pursuant to this Agreement shall be in writing and shall be sent postage prepaid by certified or registered mail return receipt requested, or may be forwarded by United States Express Mail Service, or by Federal Express or other private overnight delivery service provided that a receipt or proof of delivery thereof can be produced, addressed as follows:

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To Lender:	Citizens Bank, National Association
	25 Mall Road – Suite 203
	Burlington, MA 01803
	Attention: Sean T. Randall, Senior Vice President
To Tenant:	Prior to the Rent Commencement Date:
	Codiak Biosciences, Inc.
	500 Technology Square, 9th Floor
	Cambridge, MA 02139
	After the Rent Commencement Date:
	Codiak Biosciences, Inc.
	4 Hartwell Place
	Lexington, MA 02421
To Landlord:	King 4 Hartwell Place LLC
	c/o King Street Properties
	800 Boylston Street, Suite 1570
	Boston, MA 02199

or to such other address as the parties may designate in writing. All such notices shall be deemed delivered when actually received or refused by the other party.

5. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns, it being understood that the obligations herein of Lender shall extend to it in its capacity as Lender under the Mortgage and to its successors and assigns, including anyone who shall have succeeded to its interest or to Landlord’s interest in the Premises or acquired possession thereof by Foreclosure or otherwise.

6. Interpretation; Governing Law. The interpretation, validity and enforcement of this Agreement shall be governed by and construed under the internal laws of the state where the Property is located, excluding its principles of conflict of laws.

7. Counterparts. To facilitate execution, this document may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

[Signature Page Follows]

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Executed as a sealed instrument as of the date first above written.

LENDER:
CITIZENS BANK, NATIONAL ASSOCIATION
By:
	Name:
	Title:
TENANT:
CODIAK BIOSCIENCES, INC., a Delaware corporation
By:
	Name:
	Title:
LANDLORD:
KING 4 HARTWELL PLACE LLC, a Delaware limited liability company
By:	King Maris LLC, its operating partner
	By:	King Street Properties Investments LLC, its manager
		By:
			Name:

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COMMONWEALTH OF MASSACHUSETTS

COUNTY OF                             

Before me, the undersigned notary public, on this                  day of                              , 2019, personally appeared                                                  , who is personally known to me or was proved to me through a current document issued by a federal or state government agency bearing a photographic image of the signatory’s face and signature, to be the person whose name is signed to the foregoing instrument and acknowledged to me that he/she signed it as his/her free act and deed and the free act and deed of CITIZENS BANK, NATIONAL ASSOCIATION, as                                  for Citizens Bank, National Association, for its stated purpose.

Notary Public

[notary seal]

STATE/COMMONWEALTH OF

COUNTY OF                             

Before me, the undersigned notary public, on this                  day of                         , 2019, personally appeared                                                  , who is personally known to me or was proved to me through a current document issued by a federal or state government agency bearing a photographic image of the signatory’s face and signature, to be the person whose name is signed to the foregoing instrument and acknowledged to me that he/she signed it as his/her free act and deed and the free act and deed of                                         , as                                      for                                          , for its stated purpose.

Notary Public

[notary seal]

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COMMONWEALTH OF MASSACHUSETTS

COUNTY OF                             

Before me, the undersigned notary public, on this                  day of                            , 2019, personally appeared                                         , who is personally known to me or was proved to me through a current document issued by a federal or state government agency bearing a photographic image of the signatory’s face and signature, to be the person whose name is signed to the foregoing instrument and acknowledged to me that he signed it as his/her free act and deed as Manager of King Street Properties Investments LLC and the free act and deed of KING STREET PROPERTIES INVESTMENTS LLC, the free act and deed of KING MARIS LLC, and the free act and deed of KING 4 HARTWELL PLACE LLC, for its stated purpose.

Notary Public

[notary seal]

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EXHIBIT A

Legal Description of 4 Hartwell Place – Lexington, Massachusetts

The land, together with the improvements thereon, located in the City of Lexington, Middlesex County, Massachusetts, commonly known and numbered as 4 Hartwell Place and being bounded and described as follows:

Northeasterly by Hartwell Place, being a curving line, two hundred feet;

Southeasterly by Lot 7 as shown on plan hereinafter mentioned, four hundred eighteen and 82/100 feet;

Southwesterly by Lot 5 on said plan, five hundred sixteen and 79/100 feet;

Northwesterly by land now or formerly of the United States of America, three hundred three and 58/100 feet; and

Northerly by Lot 10 on said plan, three hundred seventy four and 57/100 feet

Said parcel is shown as Lot 9 on said plan, (Plan No. 31330D).

All of said boundaries are determined by the Land Court to be located as shown on a subdivision plan, as approved by the Land Court filed in the Land Registration Office, a copy of which is filed in the Registry of Deeds for the South Registry District of Middlesex County in Registration Book 835, Page 146, with Certificate No. 141096.

The above described land is subject to and has the benefit of the ditches as approximately shown on said plan at date of original decree (May 17, 1963).

So much of the above described land as is included within the area marked “Avigation Easement A-130-1-2-3” is subject to the easement set forth in the declaration of taking by the United States of America dated February 12, 1954, duly recorded in Book 8219, Page 421.

There is appurtenant to the above described land the right to use Hartwell Place in common with all others lawfully entitled thereto, for all purposes for which streets and ways may be used in the Town of Lexington, set forth in Deed Document No. 511667.

There is appurtenant to the above described land the right to use the twenty (20) feet wide drainage easement over Lot 10, on said plan in common with others entitled thereto, set forth in Deed Document No. 511667.

The above described land has the benefit of the Grant of Easement for utilities and construction purposes more particularly set forth in Deed Document No. 511667.

Being the same premises conveyed by Deed of Hartwell Lexington Limited Partnership to King 4 Hartwell Place, LP dated October 28, 2011 and filed with the Middlesex South Registry District of the Land Court as Document No. 01580316 and noted on Certificate of Title No. 249867.

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EXHIBIT 12

ADDITIONAL PROVISIONS

I. RIGHT OF FIRST OFFER:

A. Grant of Option. Subject to the provisions of this Section I, Tenant shall have a one-time right of first offer (the “ROFO”) to lease the ROFO Premises at the time that the ROFO Premises become available for lease, as hereinafter defined. On the conditions (which conditions Landlord may waive, at its election, by written notice to Tenant at any time) that Tenant is not in default of its covenants and obligations under the Lease and that Codiak Biosciences, Inc., itself, together with any Affiliated Entity(ies) or Successor, is occupying at least seventy-five percent (75%) of the Premises then demised to Tenant, both at the time that Landlord is required to give Landlord’s Notice, as hereinafter defined, and as of the Term Commencement Date in respect of the ROFO Premises, Tenant shall have the following one-time right to lease the ROFO Premises, as hereinafter defined, when the ROFO Premises become available for lease to Tenant, as hereinafter defined.

B. Definition of RFO Premises. The “ROFO Premises” shall be defined as any space in the Building, when such area becomes available for lease to Tenant, as hereinafter defined, during the Term of this Lease. For the purposes of this Section I.B., the ROFO Premises shall be deemed to be “available for lease to Tenant” if, during the Term of this Lease, Landlord, in its sole judgment, determines that such area will become available for leasing to Tenant (i.e. when Landlord determines that the then current tenant of such ROFO Premises will vacate such ROFO Premises, and all Superior Rights (as hereinafter defined) with respect to such ROFO Premises have either lapsed unexercised or have been irrevocably waived by the current tenant of such ROFO Premises, and when Landlord intends to offer such area for lease). “Superior Rights” shall be defined as: (i) the right of Bicycle Therapeutics Inc. to extend or renew the term of its lease pursuant to its extension option set forth in its lease, and (ii) the rights of any existing tenant (i.e. any tenant of the Building whose lease was executed prior to the Execution Date of this Lease) to lease the ROFO Premises.

C. Procedures for Exercising RFO. At such time as either ROFO Premises becomes available for lease to Tenant, Landlord shall, subject to the provisions of this Section I, give a written offer (the “Offer”) to Tenant of the terms under which Landlord is prepared to lease the ROFO Premises to Tenant, including the Base Rent (which shall be based upon Landlord’s good faith judgment of the fair market rental value of the RFO Premises in question, Tenant’s improvement allowance, if any, renewal term and all other terms. Tenant may lease the RFO Premises under such terms, by delivering written notice (the “Acceptance”) to Landlord accepting such Offer within ten (10) business days after Landlord gives such Offer to Tenant. If Tenant disputes the Base Rent set forth in the Offer, Tenant shall have the right, in its Acceptance, to submit such dispute to appraisal (Tenant hereby confirming and agreeing that Tenant shall be unconditionally bound by the result of such appraisal). In such event, the Base Rent applicable to such ROFO Premises shall be determined in accordance with the same procedure set forth in Section 1.2(c) of the Lease, the parties hereby agreeing that Tenant’s acceptance will, for the purposes of Section 1.2(c), be considered to be Tenant’s Response Notice. If Tenant does not dispute the Base Rent set forth in the Offer, then Tenant shall conclusively be deemed to have agreed to the terms set forth in the Offer.

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D. Conditions to ROFO. The ROFO is subject to the following conditions, and, without limiting the foregoing, Landlord shall have no obligation to give an Offer to Tenant with respect to either ROFO Premises, or any portion thereof, if any of the following conditions (“Conditions”) are not satisfied:

(i) an Event of Default by Tenant (as said term is defined in Section 20 of the Lease) exists at the time that Landlord would otherwise deliver the Offer; or

(ii) no more than seventy-five percent (75%) of the Premises is sublet (other than to an Affiliated Entity or Successor, as defined in Section 13.7 of the Lease) at the time Landlord would otherwise deliver the Offer; or

(iii) the Lease has been assigned (other than to an Affiliated Entity or Successor) prior to the date Landlord would otherwise deliver the Offer; or

(iv) less than three (3) years remain in the Term; provided, however, that if, at the time that Landlord would otherwise be required to give an Offer to Tenant, Tenant has a right, pursuant to Section 1.2 of the Lease, to extend the Term which has not been waived or lapsed unexercised, then Landlord shall nevertheless give the Offer and Tenant may elect to exercise the ROFO Premises provided that, simultaneously with giving the Notice of Exercise, Tenant gives Landlord an Extension Notice under Section 1.2 of this Lease).

E. Termination of Right of First Offer. Tenant’s right to lease either ROFO Premises pursuant to this Section I shall, upon the earlier to occur of: (i) Tenant’s failure to give a timely Acceptance with respect to such ROFO Premises within the ten-(10)-business-day period provided in Section D above; or (ii) the date Landlord would have provided Tenant an Offer with respect to such ROFO Premises if Tenant had not failed to satisfy one or more of the Conditions set forth in this Section I, terminate, and Tenant shall have no further right to lease such ROFO Premises.

If Landlord gives Tenant an Offer to lease only a portion of a ROFO Premises, then Tenant’s right to lease such portion of such ROFO Premises pursuant to this Section I shall, upon the earlier to occur of: (i) Tenant’s failure to give a timely Acceptance with respect to such portion of such ROFO Premises within the ten-(10)-business-day period provided in Section D above; or (ii) the date Landlord would have provided Tenant an Offer with respect to such portion of such ROFO Premises if Tenant had not failed to satisfy one or more of the Conditions set forth in this Section I, terminate, and Tenant shall have no further right to lease such portion of such ROFO Premises.

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F. Terms of Lease Applicable ROFO Premises. The terms applicable to Tenant’s demise of the ROFO Premises, or any portion thereof, shall be upon the terms set forth in the applicable Offer, and otherwise upon the terms and conditions of the Lease, to the extent that the provisions of the Lease are not inconsistent with such Offer, and as follows:

(i) The term for the ROFO Premises shall, subject to clause (iii) below, commence upon the commencement date stated in the Offer and expire on the Expiration Date of the Lease (as it may be extended pursuant to Section 1.2 above).

(ii) Tenant shall pay Base Rent and Additional Rent for such ROFO Premises, or portion thereof, in accordance with the terms and conditions of the Offer, unless Tenant, in its Acceptance, submits its dispute as to Base Rent for such ROFO Premises to appraisal, in which event such Base Rent shall be determined by appraisal, as set forth above.

(iii) Such ROFO Premises shall be accepted by Tenant in its condition (including improvements and personalty, if any) and as-built configuration existing on the earlier of the date Tenant takes possession of such ROFO Premises, of portion thereof, or as of the date the term for such ROFO Premises, or portion thereof, commences, and Landlord shall have no obligation to provide any Landlord Contribution or free rent with respect to such ROFO Premises, or portion thereof, unless otherwise provided in such Offer.

G. Offering Amendment. If Tenant exercises the ROFO with respect to the ROFO Premises Landlord shall prepare an amendment (the “Offering Amendment”) adding such ROFO Premises, or portion thereof, to the Premises on the terms set forth in the Offer and reflecting the changes in the Base Rent, Rentable Square Footage of the ROFO Premises, Parking Spaces, and other mutually agreeable appropriate terms. A copy of the Offering Amendment shall be sent to Tenant within a reasonable time after Landlord’s receipt of the Acceptance sent by Tenant to Landlord, and, if the terms and conditions of the Offering Amendment are reasonably acceptable to Tenant, then Tenant shall execute and return the Offering Amendment to Landlord within fifteen (15) days thereafter, but an otherwise valid exercise of the ROFO shall be fully effective whether or not the Offering Amendment is executed.

H. If Tenant does not give Landlord a written Acceptance on or before the date (“Last Acceptance Date”) which is ten (10) business days after Landlord gives the Offer to Tenant, Landlord shall have the right to enter into a lease the subject RFO Premises on any terms to any party.

II. EMERGENCY GENERATORS

A. Existing Generator. Reference is made to the fact the Building is served by a 100kW emergency generator (the “Existing Generator”). Tenant shall have the right, subject to obtaining Landlord’s prior written approval, which approval shall not be unreasonably withheld, to connect its equipment in the Premises to the Existing Generator, provided that the aggregate electrical demand of all equipment connected by Tenant to the Existing Generator at any time shall not exceed Tenant’s pro rata share of the capacity of the Existing Generator. Landlord’s sole obligation to Tenant with respect to the Existing Generator shall be to contract with a reputable third party (“Generator Servicer”) to maintain the Existing Generator as per the manufacturer’s standard maintenance guidelines. Landlord shall have no obligation to supervise, oversee or confirm that the Generator Servicer is maintaining the Existing Generator per the manufacturer’s standard guidelines or otherwise, and Landlord shall have no obligation or liability to Tenant in the event that the Existing Generator is not operational.

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B. Tenant’s Generator. In addition to Tenant’s right to connect its equipment to the Existing Generator, as set forth above, Tenant shall have the right, at Tenant’s written election to demise the Generator Area, as hereinafter defined. In such event, Landlord shall demise and lease the Generator Area, as hereinafter defined, to Tenant, and Tenant shall hire and take the Generator Area from Landlord. The “Generator Area” shall be defined as an area outside of the Building, which shall be mutually agreed upon by Landlord and Tenant. Tenant shall have the right to use the Generator Area solely for the purpose of installing a concrete pad and for the installation and use of Tenant’s own emergency generator (“Tenant’s Generator”) in accordance with the provisions of this Section B. The Term with respect to the Generator Area shall commence as of the date that Tenant first commences work installing said concrete pad (“Commencement Date in respect of Tenant’s Generator”) and shall terminate as of the Expiration Date of the Lease, as such date may be extended pursuant to Section 1.2 of this Lease (Tenant’s Generator and the Generator Area are deemed to be the “Generator Premises”). Said demise of Tenant’s Generator Area shall be upon all of the same terms and conditions of the Lease, except as set forth herein. Tenant shall not install or operate Tenant’s Generator until Tenant has obtained and submitted to Landlord copies of all required governmental permits, licenses, and authorizations necessary for the installation and operation of Tenant’s Generator. In addition, Tenant shall comply with all reasonable construction rules and regulations promulgated by Landlord in the maintenance and operation of Tenant’s Generator. Tenant shall be permitted to use Tenant’s Generator Area solely for the maintenance and operation of Tenant’s Generator, and Tenant’s Generator and Generator Area are solely for the benefit of Tenant. All electricity generated by Tenant’s Generator may only be consumed by Tenant in the Premises.

(i) Tenant shall, at Tenant’s cost, landscape or screen, as directed by Landlord, the area around Tenant’s Generator Area.

(ii) Tenant shall have no obligation to pay Base Rent, costs and expenses of the Common Areas, or Taxes in respect of Tenant’s Generator Area.

(iii) Landlord shall have no obligation to provide any services including, without limitation, electric current, to Tenant’s Generator Area; provided, however, that Tenant, at Tenant’s sole cost, shall, subject to the provisions of this Lease (including, without limitation, Section 11 hereof) shall have the right to install wiring in locations designated by Landlord in order to connect Tenant’s Generator to Tenant’s electrical system serving the Prime Premises.

(iv) Tenant shall have no right to make any changes, alterations, additions, decorations or other improvements (collectively “Installations”) to Tenant’s Generator Area without Landlord’s prior written consent, which consent Landlord may withhold in its sole but bona fide business judgment.

(v) Tenant may remove Tenant’s Generator and any Installations at any time during the Term upon prior written notice to Landlord, provided that Tenant restores Tenant’s Generator Area to the same condition as the area surrounding Tenant’s Generator at the time of such removal.

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(vi) Tenant shall be responsible for the cost of repairing any damage to the Building caused by the installation of Tenant’s Generator and/or any Installations.

(vii) Tenant shall have no right to sublet Tenant’s Generator Area or to assign its interest hereunder, other than to an Affiliated Entity or Successor as defined in Section 13.7 of this Lease.

(viii) To the maximum extent permitted by law, Tenant’s Generator and all Installations in Tenant’s Generator Area shall be at the sole risk of Tenant, and Landlord shall have no liability to Tenant in the event that Tenant’s Generator or any Installations are damaged for any reason, except to the extent caused by the negligent acts, negligent omissions or willful misconduct of Landlord or any Landlord Parties.

(ix) Tenant shall take Tenant’s Generator Area “as-is” in the condition in which Tenant’s Generator Area is in as of the Commencement Date in respect of Tenant’s Generator, without any obligation on the part of Landlord to prepare or construct Tenant’s Generator Area for Tenant’s use or occupancy. Without limiting the foregoing, Landlord makes no warranties or representations to Tenant as to the suitability of Tenant’s Generator Area for the installation and operation of Tenant’s Generator. Notwithstanding the foregoing, at Tenant’s written election, Tenant may include the installation of Tenant’s Generator on Tenant’s Generator Area as part of Landlord’s Work, in which event, the costs incurred by Landlord in installing so installing Tenant’s Generator shall be included as part of the Cost of Landlord’s Work.

(x) In addition to and without limiting Tenant’s obligations under the Lease, Tenant shall comply with all applicable environmental and fire prevention laws, ordinances and regulations in Tenant’s use of Tenant’s Generator Area.

(xi) In addition to and without limiting Tenant’s obligations under the Lease, Tenant covenants and agrees that Tenant’s use of Tenant’s Generator and Installations shall not adversely affect the insurance coverage for the Building. If for any reason, the installation or use of Tenant’s Generator and/or the Installations shall result in an increase in the amount of the premiums for such coverage, then Tenant shall be liable for the full amount of any such increase.

(xii) Tenant shall, at Tenant’s sole cost and expense, repair and maintain Tenant’s Generator and Installations.

(xiii) In addition to and without limiting the insurance provisions of the Lease, Tenant shall procure, keep in force and pay for Commercial General Liability Insurance in respect of Tenant’s Generator Area of not less than One Million ($1,000,000.00) Dollars in the event of personal injury to any number of persons or damage to property, arising out of any one occurrence and such insurance shall name Landlord as an additional insured party. Tenant shall have the right to maintain the aforesaid insurance under umbrella coverages.

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EX-10.10

Exhibit 10.10

Execution Copy

LEASE

between

DIV 35 CPD, LLC, as Landlord

and

Codiak BioSciences, Inc., as Tenant

35 CambridgePark Drive

Cambridge, Massachusetts

Effective as of March 22, 2019

TABLE OF CONTENTS

ARTICLE 1	GRANT	1
ARTICLE 2	TERM	3
ARTICLE 3	COMPLETION AND OCCUPANCY OF THE PREMISES	4
ARTICLE 4	RENT AND SECURITY	4
ARTICLE 5	ADDITIONAL RENT FOR REAL ESTATE TAXES AND OPERATING EXPENSES	7
ARTICLE 6	SERVICES	14
ARTICLE 7	CONDUCT OF BUSINESS BY TENANT	17
ARTICLE 8	ALTERATIONS, IMPROVEMENTS AND SIGNAGE	24
ARTICLE 9	INSURANCE	27
ARTICLE 10	CASUALTY	30
ARTICLE 11	CONDEMNATION	31
ARTICLE 12	ASSIGNMENT AND SUBLETTING	32
ARTICLE 13	DEFAULTS AND REMEDIES	34
ARTICLE 14	SUBORDINATION; ATTORNMENT AND RIGHTS OF MORTGAGE HOLDERS	38
ARTICLE 15	NOTICES	39
ARTICLE 16	EXTENSION RIGHT	40
ARTICLE 17	RIGHT OF FIRST OFFER	42
ARTICLE 18	ROOFTOP RIGHTS	43
ARTICLE 19	MISCELLANEOUS	45

List of Exhibits

Exhibit 1.1-1	Premises
Exhibit 1.1-2	Legal Description
Exhibit 1.4	Location of Generator and Rooftop Installation Area
Exhibit 3.1	Work Letter
Exhibit 4.6.2	Form of Letter of Credit
Exhibit 6.1	Cleaning Specifications and Landlord Services
Exhibit 7.4	Rules and Regulations
Exhibit 7.6.1.1	Environmental Questionnaire
Exhibit 14.1	Form of SNDA
Exhibit 14.4	Form of Estoppel
Exhibit 17.1	First Offer Space
Exhibit 17.6	Prior Leases
Exhibit 19.24	Form of Notice of Lease

LEASE

This Lease is effective as of March 22, 2019 (the “Effective Date”) by and between DIV 35 CPD, LLC, a Massachusetts limited liability company, with its principal place of business at c/o The Davis Companies, 125 High Street, 21^st Floor, Boston, Massachusetts 02110 (the “Landlord”), and Codiak BioSciences, Inc., a Delaware corporation, with an address of 500 Technology Square, 9th Floor, Cambridge, Massachusetts 02139 (the “Tenant”).

ARTICLE 1 GRANT

1.1 Premises. Landlord, for and in consideration of the rents herein reserved and of the covenants and agreements herein contained on the part of Tenant to be performed, hereby leases to Tenant and Tenant accepts from Landlord, a portion of the third (3rd) floor containing approximately 25,300 rentable square feet, a portion of the fifth (5th) floor containing approximately 40,409 rentable square feet, and portions of the first (1st) floor storage space containing approximately 2,549 rentable square feet in area of the building known as 35 CambridgePark Drive, Cambridge, Massachusetts (the “Building”), containing approximately 68,258 rentable square feet in area in the aggregate as shown on Exhibit 1.1-1 attached hereto and made a part hereof (the “Premises”). The Premises, Building, the “Common Areas” (defined below) and the land upon which the same are located, which is legally described in Exhibit 1.1-2 (the “Land”), together with all other buildings and improvements thereon and thereunder are collectively referred to as the “Property.” The Property currently has an address of 35 CambridgePark Drive, Cambridge, Massachusetts 02140. The parties agree that the rentable square footage of the Premises set forth above is conclusive and binding, subject to adjustment only in connection with the expansion of the Premises or as otherwise set forth herein. The Premises shall exclude Common Areas (as defined below) and the exterior faces of exterior walls.

1.2 Common Areas. Landlord hereby grants to Tenant during the term of this Lease, a license to use, in common with the others entitled to such use, the Common Areas as they from time to time exist, subject to the rights, powers and privileges herein reserved to Landlord. The term “Common Areas” as used herein will include all areas and facilities that are provided and designated by Landlord for general non-exclusive use and convenience of Tenant and other tenants at the Property. Common Areas include but are not limited to the fitness studio, network and event lounge, bike room and repair area, men’s and women’s showers and locker rooms, hallways, lobbies, stairways, elevators, pedestrian sidewalks, landscaped areas, loading areas, roadways, garage connector, parking areas and rights of way, common lavatories, boiler room, sprinkler rooms, elevator rooms, mechanical rooms, loading and receiving areas, electric and telephone closets and communications “meet me” rooms, janitor closets, and pipes, ducts, conduits, wires and appurtenant fixtures and equipment serving exclusively or in common with other parts of the Building. Landlord reserves the right to close temporarily, make alterations or additions to, or change the location of elements of the Property and the Common Areas, provided that, in connection therewith, Landlord shall perform such closures, alterations, additions or changes in a commercially reasonable manner and, in connection therewith, shall use commercially reasonable efforts to minimize any material interference with Tenant’s use of and access to the Premises.

1.3 Parking. Beginning on the earlier to occur of the date that Tenant first occupies the Premises for the conduct of its business or the Rent Commencement Date (the “Parking Commencement Date”), Landlord grants to Tenant, subject to the terms hereof, a license to use the number of parking spaces in the Building’s parking garage (the “Parking Garage”) in an amount not to exceed 1.45 parking spaces per 1,000 rentable square feet of the third (3rd) floor and fifth (5th) floor portions of the Premises, as evidenced by parking passes, which parking spaces shall be used by Tenant’s employees on an unreserved, first-come, first-serve basis. Accordingly, as of the Parking Commencement Date, and for the remainder of the Term, Tenant shall license ninety-five (95) parking passes (the “Parking Passes”). Landlord shall not withhold its consent to a proposed sublease of additional parking spaces to Tenant by any other tenant in the Building so long as no Event of Default is then continuing under this Lease, such sublease terminates automatically upon the termination of such other tenant’s lease, and the charges for such sublease are not less than the then-current rates for parking spaces under this Lease or more than that permitted to be charged by Landlord pursuant to Applicable Laws (as defined below).

Tenant shall have no right to assign or otherwise transfer the Parking Passes other than in connection with an assignment of this Lease or to a subtenant under an approved sublease or pursuant to a Permitted Transfer (as defined below). Commencing on the Parking Commencement Date, Tenant shall pay Landlord (or at Landlord’s election, directly to the parking operator) for all of the Parking Passes, whether or not used, at the market rate charged by Landlord, which shall be consistent with the rates charged in the Alewife area (including Cambridge Discovery Park and 200 CambridgePark Drive) (currently $145.00 per month per pass), as such rate may vary from time to time and as determined by Landlord in good faith. If, for any reason, Tenant shall fail timely to pay the charge for any of said Parking Passes, and if such default continues for ten (10) days after written notice thereof on more than one (1) occasion in any one 12-month period, Tenant shall have no further right to the Parking Passes and associated parking rights for which Tenant failed to pay the charge under this Section and Landlord may allocate such Parking Passes and associated parking rights for use by other tenants of the Building free and clear of Tenant’s rights under this Section. Tenant agrees not to use spaces in the parking facilities in excess of Tenant’s allocation of parking passes as determined in accordance with the ratio set forth above and agrees to cooperate with Landlord and other tenants in the use of parking facilities. Landlord may designate parking facilities at the Property for the handicapped, visitors to the Property and for exclusive use by other tenants. Landlord may install signage or implement a pass or sticker system to control parking use, and may employ valet parking at no cost to Tenant (including by use of off-site premises), to meet the requirements of this Section. To the extent applicable to Tenant’s use of the parking spaces, the provisions of this Lease shall apply, and Landlord may promulgate reasonable rules and regulations of general applicability from time to time with respect to such use. Except due to the negligence or willful misconduct of Landlord or any of Landlord’s employees, agents or contractors, but subject to Section 9.7, Landlord assumes no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked in the parking facilities or to any personal property therein, however caused, and Tenant agrees, upon request from Landlord from time to time, to notify its officers, employees, agents and invitees of such limitation of liability. In connection with the repair and/or maintenance of the Parking Garage, Landlord shall have the right to temporarily relocate all or any portion of the available parking spaces therein to other parking lots or garages that are not more than one-quarter (1/4) mile from the Building, provided, however that Tenant shall not pay any additional charges costs for such relocated parking spaces.

1.4 Generator. Subject to the provisions of this Section 1.4, Tenant shall have the right to install, maintain, repair, replace and use, at no additional charge, an emergency generator, related connections, and an appropriately sized ancillary fuel storage tank or similar above-ground fuel storage compartment (collectively, the “Generator”), in a location reasonably designated by Landlord, taking into consideration the specifications of Tenant’s generator, on the roof of the Building in a portion of the area shown on Exhibit 1.4, attached, as reasonably designated by Landlord, that Landlord will be making available to Tenant (subject to the provisions of Article 18) and other tenants for rooftop equipment.

Tenant’s use of the Generator shall be upon all of the conditions of the Lease, except as modified below:

(i) Tenant shall be responsible, at its sole cost and expense, for installing the Generator. In no event shall Tenant be obligated to pay additional fixed annual rent for Tenant’s placement or use of the Generator. In addition to complying with Section 8.3, below, Tenant shall not install or operate the Generator until Tenant shall have obtained Landlord’s prior written approval of Tenant’s plans and specifications therefor, which approval by Landlord shall not be unreasonably withheld or delayed (and which approval may be given with the approval by Landlord of the plans for the Finish Work). If Tenant determines that it is necessary to replace the Generator during the Term, Tenant shall obtain Landlord’s prior written approval of Tenant’s plans and specifications therefor, which approval by Landlord shall not be unreasonably withheld or delayed. At the expiration or earlier termination of the Lease the Generator shall become the property of Landlord, unless and to the extent Landlord instructs Tenant in writing at least one hundred eighty (180) days prior to the expiration of the Lease that Landlord will require the same to be removed by Tenant upon the expiration or earlier termination of the Lease. If Landlord instructs Tenant to remove the Generator, Tenant shall remove the Generator and all related conduits and other equipment serving the Generator in accordance with the provisions of this Lease and shall repair any damage caused by such removal to Landlord’s reasonable satisfaction.

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(ii) Landlord shall have no obligation to provide any services to the Generator, provided Tenant shall have the right to connect the Generator to existing base building utility systems and to connect to the utility systems serving the Premises through conduits between the roof and the Premises installed by Tenant, subject to Landlord’s right to reasonably approve such connections. Tenant shall, at its sole cost and expense and otherwise in accordance with the provisions of this Section 1.4, arrange for the metering and distribution of all utility services required for the operation of the Generator.

(iii) Tenant shall have no right to make any changes, alterations or other improvements to the Generator without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed.

(iv) Tenant shall be responsible for the cost of repairing any damage to the Building or Property caused by the installation, use and removal of the Generator.

(v) Except for assignees of Tenant or subtenants of all or a portion of the Premises, no other person, firm or entity shall have the right to connect to the Generator other than Tenant.

(vi) To the maximum extent permitted by law, Tenant’s use of the Generator shall be at the sole risk of Tenant, and Landlord shall have no liability to Tenant in the event that the Generator is damaged for any reason.

(vii) In addition to the indemnification obligations of Tenant set forth in this Lease including those contained in Section 9.4, below, Tenant shall, to the maximum extent permitted by law and except to the extent arising from the negligence or willful misconduct of Landlord or any Landlord Parties (as defined below), indemnify, defend and hold Landlord and the Landlord Parties harmless from any and all claims, losses, demands, actions or causes of actions suffered by any person, firm, corporation or other entity arising from the installation, use or removal of the Generator, except to the extent caused by the negligence of Landlord or any of its employees, contractors, managers or agents.

Tenant shall, at its sole cost and expense, secure the approvals of all governmental authorities and all permits required by governmental authorities having jurisdiction over such approvals for the Generator, and shall provide Landlord with copies of such approvals and permits prior to commencing any work with respect thereto. In addition, Tenant shall be solely responsible for all costs and expenses in connection with the installation, maintenance, use and removal of the Generator. The Generator will be maintained by Tenant in good working order and condition during the Term (as defined below). In connection therewith, Tenant shall provide Landlord with evidence on an annual basis of the existence of a maintenance contract for the Generator with a service provider reasonably acceptable to Landlord. Tenant shall have access to those portions of the Building and the Property on which the Generator is located for the purposes of inspecting, repairing, maintaining and replacing the same, subject in all events to Landlord’s reasonable rules and regulations regarding such access (it being understood and agreed, without limiting the generality of the foregoing, that access to the rooftop of the Building is controlled by Landlord).

ARTICLE 2 TERM

2.1 Lease Term.

2.1.1 Commencement Date; Term. Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord pursuant to this Lease for a term (the “Term”) to commence on the date (the “Commencement Date”) of execution and delivery of this Lease by both Landlord and Tenant. The Term shall end on the last day of the tenth (10^th) Lease Year (the “Expiration Date”), unless sooner terminated as herein provided.

2.1.2 Lease Year Defined. The first “Lease Year” shall begin on the Rent Commencement Date and shall end on the last day of the twelfth (12th) full calendar month following the Rent Commencement Date. Each Lease Year thereafter shall consist of twelve (12) consecutive calendar months following the end of the immediately preceding Lease Year.

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2.2 Holding Over. In the event that Tenant retains occupancy of the Premises, or any part thereof, after the end of the Term, Tenant’s occupancy of the Premises shall be as a tenant at will terminable at any time by Landlord. Tenant shall pay Landlord Base Rent for such time as Tenant remains in possession of the Premises at the rate equal to (x) for the first thirty (30) days of such holdover, one hundred fifty percent (150%) of the Base Rent payable during the last month of the Term and, (y) thereafter, two hundred percent (200%) of the Base Rent payable during the last month of the Term, plus all Additional Rent and other sums due under this Lease. In addition, Tenant shall pay Landlord for all damages sustained by reason of Tenant’s retention of possession of the Premises after the end of the Term, provided that Landlord agrees that Tenant shall not have to pay consequential or special damages on account of holding over for less than 30 days. The provisions hereof do not limit or restrict Landlord’s rights or remedies under this Lease in the event of any holding over by Tenant.

ARTICLE 3 COMPLETION AND OCCUPANCY OF THE PREMISES

3.1 Condition of the Premises. Tenant acknowledges that, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.

ARTICLE 4 RENT AND SECURITY

4.1 Base Rent.

4.1.1 Schedule of Monthly Rent Payments. Beginning on the date (the “Rent Commencement Date”) that is the earlier of (i) the date that is eight months following the Commencement Date, and (ii) December 1, 2019, and continuing throughout the Term, Tenant shall pay to or upon the order of Landlord an annual rental (the “Base Rent”) as set forth below which shall be payable in consecutive monthly installments on or before the first day of each calendar month in advance in the monthly amount set forth below:

Lease Year	Annual Base Rent		Monthly Base Rent
1	$	4,880,447.00	$	406,703.92
2	$	5,026,860.41	$	418,905.03
3	$	5,177,666.22	$	431,472.19
4	$	5,332,996.21	$	444,416.35
5	$	5,492,986.10	$	457,748.84
6	$	5,657,775.68	$	471,481.31
7	$	5,827,508.95	$	485,625.75
8	$	6,002,334.22	$	500,194.52
9	$	6,182,404.24	$	515,200.35
10	$	6,367,876.37	$	530,656.36

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4.1.2 Manner of Payment. All payments of rent shall be made without demand, deduction, counterclaim, set-off, discount or abatement (except as otherwise expressly set forth in this Lease) in lawful money of the United States of America. If the Commencement Date should occur on a day other than the first day of a calendar month, or the Expiration Date should occur on a day other than the last day of a calendar month, then the monthly installment of Base Rent for such fractional month shall be prorated upon a daily basis based upon a thirty (30)-day month.

4.2 Additional Rent. Tenant shall pay to Landlord all charges and other amounts required under this Lease and the same shall constitute additional rent hereunder (herein called “Additional Rent”), including, without limitation, any sums due resulting from the provisions of Article 5 hereof. All such amounts and charges shall be payable to Landlord in accordance with Section 4.3 hereof. Landlord shall have the same remedies for a default in the payment of Additional Rent as for a default in the payment of Base Rent. The term “Rent” as used in this Lease shall mean the Base Rent and the Additional Rent.

4.3 Place of Payment. The Base Rent and all other sums payable to Landlord under this Lease shall be paid to Landlord at c/o The Davis Companies, 125 High Street, 21^st Floor, Boston, MA 02110, or at such other place as Landlord shall designate in writing to Tenant from time to time.

4.4 Terms of Payment. Tenant shall pay to Landlord all Base Rent as provided in Section 4.1 above and Tenant shall pay all Additional Rent payable under Article 5 and Article 6 on the terms provided therein. Except as provided in the immediately preceding sentence and as may otherwise be expressly provided by the terms of this Lease, Tenant shall pay to Landlord, within thirty (30) days after delivery by Landlord to Tenant of bills or statements therefor: (a) sums equal to all expenditures made and monetary obligations incurred by Landlord in accordance with the terms of this Lease for Tenant’s account; and (b) all other sums of money accruing from Tenant to Landlord in accordance with the terms of this Lease.

4.5 Late Charges. If Tenant shall fail to pay any Rent within five (5) days after the date same is due and payable or if any check received by Landlord from Tenant shall be dishonored, Tenant agrees that Landlord’s actual damages resulting therefrom are difficult to fix or ascertain. As a result, Tenant shall pay to Landlord (a) an administrative fee equal to five percent (5%) per month on the amount due (provided that such administrative fee shall be waived for the first and second late payment in any 12-month period if such payment is made within five (5) business days following notice from Landlord that such amount is past due), and (b) interest on the amount due from its due date until paid at the lesser of eighteen percent (18%) per annum or the maximum legal rate that Landlord may charge Tenant (provided, however, that such interest shall be waived for the first late payment in any 12-month period if such payment is made within five (5) business days following notice from Landlord that such amount is past due). Such charges shall be paid to Landlord together with such unpaid amounts as an administrative fee to compensate Landlord for administrative expenses and its cost of funds.

4.6 Security Deposit.

4.6.1 Letter of Credit Amount. Upon execution of this Lease, Tenant shall deliver to Landlord a security deposit (the “Security Deposit”) in the form of a “Letter of Credit” (as defined below) in the amount of $3,729,924.00 for the faithful performance of all terms, covenants and conditions of this Lease.

4.6.2. Letter of Credit Requirements. Each letter of credit provided to Landlord hereunder as the Security Deposit shall be in the form of an unconditional, irrevocable, standby letter of credit which shall be in full force and effect for the periods required hereby, and shall meet all of the following conditions (a “Letter of Credit”) :

(a) it shall be issued for the benefit of Landlord by an “Eligible Bank” (defined below) approved by Landlord;

(b) it shall be effective on the date of this Lease and have a term of not less than one (1) year following its date of issuance and contain automatic year-to-year renewal provisions subject to the Letter of Credit issuer’s obligation to notify Landlord in writing by certified or registered mail of non-renewal at least thirty (30) days prior to the expiration of the Letter of Credit;

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(c) the expiration date of the Letter of Credit for the final Lease Year of the Term shall be at least sixty (60) days following the Expiration Date of the Lease;

(d) it shall provide for the amount thereof as set forth in Section 4.6.1 to be available to the Landlord in multiple drawings conditioned only upon presentation of a sight draft;

(e) it shall be assignable by Landlord to its successors, assigns and mortgagees and by any successive beneficiaries thereof at no cost to transferor or transferee (Tenant agreeing to pay such charges in connection with any transfer of the Letter of Credit), and shall expressly permit multiple assignments; and

(f) it shall be in such form as shall be acceptable to Landlord in its reasonable discretion, the parties acknowledging that the form attached as Exhibit 4.6.2 is acceptable.

An “Eligible Bank” shall mean a commercial or savings bank organized under the laws of the United States or any state thereof or the District of Columbia and having total assets in excess of $1,000,000,000.00 which shall be a financial institution having a rating of not less than BBB or its equivalent by Standard and Poors Corporation and subject to a Thompson Watch Rating of C or better. Tenant, at its expense, shall use commercially reasonable efforts to cause the issuing bank to provide Landlord’s mortgage lender with a written acknowledgment which evidences its consent to Landlord’s collateral assignment of the proceeds of the Letter of Credit and acknowledgment of the security interest of such mortgage lender therein within ten (10) business days following the request of Landlord or Landlord’s mortgagee therefor. Landlord agrees that Silicon Valley Bank shall be considered an Eligible Bank for the purposes hereof as of the Effective Date.

4.6.3 Substitute Letter of Credit. Tenant shall deliver to Landlord a substitute Letter of Credit that satisfies the requirements for a Letter of Credit stated in Section 4.6.2 for the applicable period not later than ten (10) business days following delivery of a non-renewal notice by the Letter of Credit issuer with respect to the Letter of Credit issued to Landlord or 45 days prior to the scheduled expiration of the Letter of Credit, whichever first occurs (such date, the “Re-Delivery Deadline”). If Tenant fails to deliver the substitute Letter of Credit within such 10-business day period, Landlord shall have the right to draw the Letter of Credit and receive the proceeds as a cash Security Deposit. Tenant agrees that notwithstanding any provision of this Lease to the contrary, its failure to furnish Landlord with the required Security Deposit in the form of a substitute Letter of Credit in compliance with the requirements for the initial Letter of Credit prior to the Re-Delivery Deadline shall not be subject to any rights of notice or cure under this Lease. If Landlord receives a notice of non-renewal from the Letter of Credit issuer, Landlord shall use commercially reasonable efforts to deliver a copy of such notice to Tenant.

4.6.4 Landlord’s Rights Upon Default. Upon the occurrence of any of the Events of Default described in Article 13 hereof, in addition to any other rights or remedies available to Landlord under this Lease, Landlord shall have the right to present the Letter of Credit for payment by the issuing bank and the proceeds thereof shall be due and payable to Landlord in accordance with the terms hereof and the Letter of Credit. Tenant agrees that Landlord may, without waiving any of Landlord’s other rights and remedies under this Lease upon the occurrence of any of the Events of Default, apply the Security Deposit to remedy any failure by Tenant to perform any of the terms, covenants or conditions to be performed by Tenant under this Lease and to compensate Landlord for any damages incurred as a result of any such Event of Default. If Landlord uses any portion of the Security Deposit to cure any Event of Default by Tenant hereunder, Tenant shall forthwith replenish the Security Deposit to the original amount within ten (10) business days following written notice from Landlord in the manner directed by Landlord in such notice (which may be in the form of a new or amended Letter of Credit, or in the form of a cash payment). If Tenant fails to restore the full amount of the Security Deposit within such 10-business-day period, then the amount of such deficiency shall be subject to the charges described in Section 4.5. During any period that Landlord is holding the Security Deposit in the form of cash, Landlord shall not be required to keep the Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on any such deposit.

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4.6.5 Sale of Building. In the event of a sale or other transfer of the Building (or Landlord’s interest therein), Landlord shall have the obligation to transfer the balance of the Security Deposit to the new owner or to transferee and shall notify Tenant of such transfer and the transferee’s address. Upon any such transfer and written confirmation of the successor landlord that it has assumed all of Landlord’s obligations under this Lease from and after such transfer, Landlord shall thereupon be released by Tenant from all liability for the return of the Security Deposit; and Tenant agrees to look to the new landlord for the return of such Security Deposit. If there is no default then continuing of which Tenant has notice (where such notice is required) at the end of the Term, Landlord will, within sixty (60) days after the expiration or earlier termination of the Lease, return the Security Deposit, or so much as has not been applied by Landlord, to Tenant or the last permitted assignee of Tenant’s interest hereunder at the expiration of the Term.

4.6.6 Reduction of Security Deposit. Provided that the Reduction Conditions (as defined below) are satisfied, effective on the last day of the thirty-sixth (36th) month following the Rent Commencement Date (the date of such reduction being the “Reduction Date”). Tenant shall have the right to reduce the Security Deposit to the amount of $2,797,443.00. The reduction of the Security Deposit in accordance with the preceding sentence shall be accomplished by Tenant’s delivery to Landlord of a substitute Letter of Credit that satisfies the requirements for a Letter of Credit stated in Section 4.6.2, at which time Landlord shall surrender the prior letter of credit and execute such reasonable documentation as the issuer thereof may require to effect the termination of such prior letter of credit.

The following conditions (the “Reduction Conditions”) must be satisfied on the Reduction Date in order for Tenant reduce the amount of the Security Deposit as set forth above:

(i) no Event of Default has previously occurred during the Term; and

(ii) Tenant has closed its next contemplated round of equity financing that results in aggregate proceeds to Tenant of at least $62,500,000.00 in unrestricted US funds and closes, with all such funds either received by, or committed to, Tenant in exchange for shares of Tenant’s capital stock (or securities convertible into Tenant’s capital stock). The closing of such financing shall be evidenced by Tenant’s delivery of updated financial statements in the form previously provided to Landlord and certified by Tenant’s chief financial officer, together with an updated organizational chart of Tenant and such other information evidencing the closing as Landlord may reasonably request.

4.7 Independence of Covenants. Landlord’s and Tenant’s covenants herein are independent and, without limiting the generality of the foregoing, Tenant acknowledges that its covenant to pay Rent hereunder is independent of Landlord’s obligations hereunder, and that in the event that Tenant shall have a claim against Landlord, Tenant shall not have the right to deduct the amount allegedly owed to Tenant from any Rent due hereunder, it being understood that Tenant’s sole remedy for recovering upon such claim shall be to bring an independent legal action against Landlord. As such, Tenant’s obligation so to pay Rent under the Lease shall be absolute, unconditional, and independent and shall not be discharged or otherwise affected by any law or regulation now or hereafter applicable to the Premises, or any other restriction on Tenant’s use, or, except as expressly provided in the Lease, any casualty or taking, or any failure by Landlord to perform or other occurrence; and Tenant waives all rights now or hereafter existing to terminate, quit or surrender this Lease or the Premises or any part thereof, or to assert any defense in the nature of constructive eviction to any action seeking to recover Rent.

ARTICLE 5 ADDITIONAL RENT FOR REAL ESTATE TAXES AND OPERATING EXPENSES

5.1 Definitions. Tenant agrees to pay as Additional Rent an amount calculated as hereinafter set forth. For purposes of this Article 5, the following definitions shall apply:

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“Tax Year”: The fiscal year of the City of Cambridge (July 1 – June 30) or other applicable governmental authority for real estate tax purposes or such other twelve (12)-month period as may be duly adopted in place thereof.

“Taxes”: All taxes, assessments and charges of every kind and nature levied, assessed or imposed at any time by any governmental authority upon or against the Property or any improvements, fixtures and equipment of Landlord used in the operation thereof whether such taxes and assessments are general or special, ordinary or extraordinary, foreseen or unforeseen in respect of each Tax Year falling wholly or partially within the Term. Taxes shall include, without limitation, all general real property taxes and general and special assessments (provided that, with respect to any special assessments or betterments that may be paid in installments, Taxes for such Tax Year shall include only the amount of the installment plus any interest due and payable during such Tax Year), charges, fees or assessments for all governmental services or purported benefits to the Property, service payments in lieu of taxes, all business privilege taxes, business improvement district taxes or assessments, and any tax, fee or excise on the act of entering into this Lease or any other lease of space in the Property, or on the use or occupancy of the Property or any part thereof, or on the rent payable under any lease or in connection with the business of renting space under any lease or in connection with the business of renting space in the Property, that are now or hereafter levied or assessed against Landlord by the United States of America, the Commonwealth of Massachusetts, or any political subdivision, public corporation, district or other political or public entity, including legal fees, experts’ and other witnesses’ fees, costs and disbursements incurred in connection with proceedings to contest, determine or reduce Taxes. Taxes shall also include any other tax, fee or other excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Taxes (including, without limitation, any municipal income tax) and any license fees, ad valorem tax, tax measured or imposed upon rents, or other tax or charge upon Landlord’s business of leasing the Property, whether or not now customary or in the contemplation of the parties on the date of this Lease. Taxes shall not include: (a) franchise, transfer, gift, excise, capital stock, estate, succession and inheritance taxes, and federal and state income taxes measured by the net income of Landlord from all sources, unless due to a change in the method of taxation such tax is levied or assessed against Landlord as a substitute for, or as an addition to, in whole or in part, any other Tax that would constitute a Tax; or (b) penalties or interest for late payment of Taxes except to the extent arising from Tenant’s failure to pay such amounts.

“Expense Year”: Each calendar year, all or any portion of which shall occur during the Term of this Lease.

“Operating Expenses”: All costs and expenses (and taxes, if any, thereon) paid or incurred on behalf of Landlord (whether directly or through independent contractors) in connection with the ownership, management, operation, maintenance and repair of the Property and Common Areas (including any sales or other taxes thereon) during the Term as a first-class laboratory building, including, without limitation:

(a) supplies, materials and equipment purchased or rented, total wage and salary costs paid to, and all contract payments made on account of, all persons to the extent engaged in the operation, maintenance, security, cleaning and repair of the Building and the Common Areas at or below the level of building manager (including the amount of any taxes, social security taxes, unemployment insurance contributions, union benefits) and any on-site employees of Landlord’s property management agent;

(b) the maintenance, repair and replacement of building systems, including heating, ventilating, air conditioning, plumbing, electrical, mechanical, sewer, fire detection, sprinkler, life safety and security systems, telecommunications facilities, elevators and escalators, exterior windows and doors, tenant directories, emergency generator, and other equipment used in common by, or for the benefit of, occupants of the Building and Common Areas including such repairs and replacements as may be necessary to maintain the same in proper working order and in compliance with all Applicable Laws and industry performance standards;

(c) charges of contractors for services and facilities otherwise includable in Operating Expenses, including security, trash removal, cleaning, janitorial, window washing, snow and ice removal, exterior and interior landscaping, the maintenance and repair of the parking facilities, roadways and light poles;

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(d) the cost of utility services for the Building and the Common Areas, including, without limitation, water, sanitary sewer, electricity, gas, fuel oil, steam, and chilled water, and domestic water to lavatories within tenant premises; but excluding utilities supplied to the Premises that is billed to Tenant pursuant to Section 5.4 and utilities used by other tenants of the Property within their leased space;

(e) the premiums for fire, extended coverage, loss of rents, boiler, machinery, sprinkler, public liability, property damage, earthquake, flood, and other insurance relative to the Property and the operation and maintenance thereof (including the fitness center described below) and unreimbursed costs incurred by Landlord that are subject to commercially reasonable insurance deductibles;

(f) the operation and maintenance of any areas, facilities and amenities located in Common Areas and in the Building, including, without limitation, the cost of utilities, repairs and insurance associated with such amenities;

(g) the amortized cost of capital expenditures incurred with respect to the ownership, operation, maintenance and repair of the Property (excluding the foundation, roof slab, floor slab and structural columns of the Building) for maintenance, repairs, and replacements amortized over the useful life of the capital expenditures as determined in the reasonable judgment of Landlord’s accountant in accordance with generally accepted accounting principles together with interest at Landlord’s borrowing rate for such capital expenditures (or, if Landlord does not borrow money to pay for the same, at an imputed rate of nine percent (9%) per annum) on the unamortized balance of the cost of the capital item, including without limitation the installation of capital improvements that are made to the Property by Landlord: (i) in order to reduce (or avoid an increase in) operation or maintenance expenses with respect to the Property, (ii) in order to comply with laws, regulations or orders of any governmental or quasi-governmental authority, agency or department which were enacted or became effective after the date hereof, or (iii) pursuant to recommendations of Landlord’s insurers made after the Commencement Date for the purpose of improving the safety of the Property, to the extent such recommended changes are consistent with improvements found in office and laboratory buildings that are newly constructed or under construction or renovation at the time of such recommendations (collectively, “Permitted Capital Expenditures”);

(h) office costs of administration; legal and accounting fees and other expenses of maintaining and auditing Property accounting records and preparing Landlord’s Statements;

(i) costs incurred in connection with a federal, state or municipal governmentally mandated transportation demand management program or similar program; and

(j) fees for management services whether rendered by Landlord (or affiliate) or a third-party property manager in an amount not to exceed the rate of three percent (3%) of gross revenues from the Property, plus reimbursable expenses (excluding any rents associated with any management offices). For purposes of clarity, the calculation of the management fee shall not include the management fee itself, to the extent that the Landlord is self-managing the Building.

If the Building is not ninety-five percent (95%) occupied during all or a portion of any Expense Year, Landlord shall make an appropriate adjustment to the variable components of Operating Expenses for such Expense Year as reasonably determined by Landlord employing sound accounting and management principles, to determine the amount of Operating Expenses that would have been paid had the Building been ninety-five percent (95%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such Expense Year.

In no event shall Landlord be entitled to payment of more than 100% of the Operating Expenses from tenants of the Building in any one Expense Year during the Term.

Operating Expenses shall not include: (1) utility expenses that are separately metered for any individual tenant in the Property; (2) any expense for which Landlord is entitled to be reimbursed by a specific tenant by reason of a special agreement or requirement of the occupancy of the Property by such tenant or for which Landlord is entitled to be reimbursed by any third party or

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insurance company; (3) expenses for services provided by Landlord for the exclusive benefit of a given tenant or tenants that is not offered to Tenant or that is directly reimbursible by such tenant or tenants; (4) all costs, fees and disbursements relating to activities for the solicitation, negotiation and execution of leases for space in the Property (including but not limited to advertising costs, leasing commissions, court and dispute resolution proceeding costs of disputes, and attorneys’ fees therefor); (5) the cost of tenant improvements, build out allowances, marketing costs, brokerage commissions, moving expenses, assumption of rent under exiting leases, costs of alterations to or payment of allowance for, or the decorating or the redecorating of, space in the Property leased to other tenants and other concessions incurred in connection with leasing space in the Building and costs incurred in connection with the selling or change of ownership of the Building, including brokerage commissions, consultants’, attorneys’ and accountants’ fees, closing costs, title insurance premiums, , transfer taxes and interest charges; (6) except as stated in subparagraph (h) of the definition of Operating Expenses, the costs associated with the operation of the business of the ownership or entity which constitutes “Landlord”, including costs of selling, syndicating, financing or mortgaging any of Landlord’s interest in the Property; (7) rentals payable under any ground or underlying lease, if any; (8) except as stated in subparagraph (g) of the definition of Operating Expenses, depreciation, interest and principal payments on mortgages and other debt costs, if any; (9) repairs or other work required due to fire or other casualty to the extent of insurance proceeds actually received by Landlord or that would have been received by Landlord to the extent Landlord carried that insurance required pursuant to this Lease; (10) capital improvements or expenditures to the extent not Permitted Capital Expenditures; (11) payments to affiliates of Landlord (excluding property management fees) that comply with subparagraph (j) of the definition of Operating Expenses) but only to the extent that they exceed market charges; (12) costs incurred by Landlord due to the violation by Landlord of the terms and conditions of any lease of space in the Building; (13) wages, salaries and other compensation of executives or principals of Landlord above the level of building manager, and that portion of employee expenses (including compensation) for employees to the extent not allocable the Property, and any fee charged by Landlord for supervision of its own employees; (14) rent for any office space occupied by Building management personnel to the extent the size or rental rate for of such office space exceeds the size or fair market rental value of office space occupied by management personnel of comparable buildings in the vicinity of the Building; (15) the costs of any clerks, attendants or other persons in any commercial concessions operated by Landlord to the extent the same is offset by income from such concessions; (16) Landlord’s charitable or political contributions; (17) costs that are covered by warranties; (18) the cost of acquisition, cleaning and maintenance costs (or any separate insurance solely related thereto) of works of fine art (as distinguished from decorative items); (19) costs or expenses incurred by Landlord in the initial construction or development of the Building or the Property; (20) costs of renovating or otherwise improving, decorating, painting or redecorating space for tenants, existing or prospective, or other occupants of the Building and the Property; (21) costs of replacement (as opposed to ordinary repair and maintenance by Landlord) of the roof, foundation and exterior walls of the Building, except to the extent permitted in clauses (e) and (g) above; (22) Landlord’s general corporate overhead and administrative expenses except for copying, printing, mailing, etc., associated with the Property; (23) reserves; (24) fees or costs paid to affiliates of Landlord (other than the management fee addressed above) to the extent that such fees exceed the customary amount charged for the services provided; (25) operating expenses incurred by for any specialty services in the Building and the Property, and the cost of installing, operating and maintaining any specialty service, observatory, broadcasting facilities, luncheon club, museum, athletic or recreational club or child care facility, in each case, if such amenities are not available for Tenant’s use; (26) costs associated with the removal or remediation of Hazardous Substances from the Building or Property (other than ordinary removal costs for Hazardous Materials found in construction materials and supplies used in the ordinary operation and maintenance of the Building; (27) rentals for items (except when needed in connection with normal repairs and maintenance of permanent systems) which if purchased, rather than rented, would constitute a capital improvement to the extent that such payments exceed the amount which could have been included in Operating Expenses had Landlord purchased such equipment rather than leasing such equipment; (28) the cost of designing, renovating or otherwise constructing a new amenity within the Building or the Property and fees, costs or expenses associated with the repair, maintenance or use thereof, unless available for Tenant’s use (and subject to the other exclusions from Operating Expenses enumerated above); and (29) any costs associated with the initial LEED certification or any renewals thereof.

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Operating Expenses that are incurred jointly for the benefit of the Building and one or more other buildings or properties shall be allocated between the Building and the other buildings or properties in accordance with the ratio of their respective rentable areas calculated using a consistent methodology or on any other reasonable basis determined by Landlord. Operating Expenses incurred for the benefit of less than all of the tenants at the Property or in the Building may be allocated among such tenants based on the rentable square footage of their respective premises or on any other reasonable basis determined by Landlord.

“Tenant’s Share”: Tenant’s Share shall be a fraction, the numerator of which shall be the rentable area of the Premises and the denominator of which shall be the rentable area of the Building, On the Commencement Date, the Tenant’s Share is 31.02% (68,258 RSF/220,044 RSF). The Tenant’s Share shall be recalculated from time to time in the event that there shall be a change in the rentable area of either the Premises or the Building due to a change in the footprint of the Building as opposed to a re-measurement of the Premises and/or the Building.

“Landlord’s Statement”: An instrument containing a computation of any Additional Rent due pursuant to the provisions of this Article 5.

5.2 Payment of Taxes. Commencing on the Rent Commencement Date, Tenant shall pay, as Additional Rent, Tenant’s Share of Taxes payable in respect of any Tax Year falling wholly or partially within the Term (which payment shall be adjusted by proration with respect to any partial Tax Year). Within thirty (30) days after the issuance by the City of Cambridge or other applicable governmental authority of the bill for Taxes, Landlord shall submit to Tenant a copy of such bill, together with Landlord’s Statement and Tenant shall pay the Additional Rent set forth on such Landlord’s Statement (less the amount of estimated payments paid by Tenant on account thereof) as set forth herein. Unless Landlord notifies Tenant in writing to the contrary, Tenant shall make monthly payments on account of Tenant’s Share of Taxes. The monthly payments shall be one-twelfth (1/12th) of the amount of Tenant’s Share of Taxes and shall be payable on or before the first day of each month during the Term, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided, that, Landlord shall have the right initially to reasonably determine such monthly estimates and to revise such estimates from time to time.

5.3 Payment of Operating Expenses. Commencing on the Rent Commencement Date, Tenant shall pay to Landlord, as Additional Rent, Tenant’s Share of all Operating Expenses in respect of each Expense Year. Tenant shall pay a sum equal to one-twelfth (1/12) of the amount of Tenant’s Share of Operating Expenses for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided, that, Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. Landlord shall provide Tenant with the estimated amount of Tenant’s Share of Operating Expenses and Taxes for the first Expense Year at least thirty (30) days prior to the Rent Commencement Date, and shall endeavor to provide Tenant with the estimated amount of Tenant’s Share of Operating Expenses and Taxes for each of the following Expense Years at least thirty (30) days prior to the commencement thereof. Landlord shall, within one hundred fifty (150) days after the expiration of each Expense Year, prepare and furnish Tenant with Landlord’s Statement showing the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord’s Statement for any Expense Year setting forth Tenant’s Share of Operating Expenses attributable to such Expense Year, Tenant shall pay Tenant’s Share of such Operating Expenses (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If Landlord’s statement shows that the estimated Operating Expenses paid by Tenant exceed the actual amount of Tenant’s Share of Operating Expenses for such Expense Year, Landlord shall, at Landlord’s election, either (i) reimburse Tenant for the amount so overpaid by Tenant within thirty (30) days after the issuance of Landlord’s Statement, or (ii) credit such amount against Tenant’s estimated payments of Operating Expenses next coming due (except at the end of the Term, in which cause alternative (i) shall be implemented). If Landlord fails to provide Landlord’s Statement within one (1) year after the end of any Expense Year, Tenant shall have no obligation to pay additional Operating Expenses for such Expense Year; provided that Landlord may supplement any such Landlord’s Statement thereafter if an expense is subsequently identified by Landlord, acting in good faith, as properly being includable in such Expense Year so long as such supplement is provided to Tenant no later than two (2) years after the end of any Expense Year and Tenant’s audit right applies to such supplement as if it were a Landlord’s Statement.

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5.4 Payment of Utilities. Commencing on the Commencement Date, Tenant shall pay for all water, gas, heat, light, power, and other utilities supplied to the Premises, together with any fees, surcharges and taxes thereon, as part of Operating Expenses to the extent not otherwise set forth in this Section 5.4. The Premises shall be check metered for electricity serving Tenant’s lights, plugs and heating, ventilation, and air-conditioning systems serving the Premises as part of the Finish Work. All non-domestic water and gas service to the Premises and heating, ventilation, and air-conditioning systems serving the Premises exclusively shall be check-metered as part of the Finish Work. Utilities consumed by Tenant in obtaining supply air from Building systems shall be measured by an air-flow meter installed as part of the Finish Work. Tenant shall take all steps required by the utility company to provide for direct billing to Tenant for any separately metered utilities serving the Premises such as telephone, internet service, cable television and other telecommunications, including, without limitation, making applications to the utility company in connection with such service and making any deposits as the utility company shall require. Tenant agrees to pay, or cause to be paid, all charges for separately metered utilities consumed in the Premises (or by special facilities serving the Premises), punctually as and when due directly to the provider of such service. From time to time, if requested by Landlord, Tenant shall provide Landlord with evidence of payment to such utility company as Landlord may reasonably require. Tenant covenants and agrees to indemnify, hold harmless and defend Landlord against all liability, cost and damage arising out of or in any way connected to Tenant’s payment, non-payment or late payment of any and all charges and rates and deposits to such utility company relating to the Premises.

For utility services that are check-metered or measured by the airflow meter, Tenant shall pay such amounts as Additional Rent on the first of each month, in advance, together with payments of Base Rent based on Landlord’s reasonable estimate of such use and Tenant’s rate of payment shall increase from time to time based upon the increases in rate charged by the utility company to the Landlord. Landlord shall have the right to issue supplemental billing to Tenant from time to time to account for such increases. Landlord shall issue an annual reconciliation based on actual meter readings such that Tenant will pay the amount due hereunder for any such check-metered or airflow metered utilities. Tenant shall maintain all meters serving the Premises in good operating condition during the Term.

5.5 Landlord’s Statements.

5.5.1 Delivery of Statements. Landlord will deliver Landlord’s Statements to Tenant during the Term. Landlord’s delay or failure to render Landlord’s Statement with respect to any Expense Year or any Tax Year beyond a date specified herein shall not prejudice Landlord’s right to render a Landlord’s Statement with respect to that or any subsequent Expense Year or subsequent Tax Year. The obligations of Landlord and Tenant under the provisions of this Article with respect to any Additional Rent incurred during the Term shall survive the expiration or any sooner termination of the Term. If Landlord fails to give Tenant a statement of projected Operating Expenses prior to the commencement of any Expense Year, Tenant shall continue to pay Operating Expenses in accordance with the previous statement, until Tenant receives a new statement from Landlord. Landlord’s Statements shall be conclusive between the parties absent manifest error, subject to the provisions of Section 5.5.2, below.

5.5.2 Tenant Inspection Rights. During the twelve (12) month period after receipt of any Landlord’s Statement (the “Review Period”), Tenant may inspect and audit Landlord’s records relevant to the cost and expense items reflected in such Landlord’s Statement (a “Tenant Audit”) at the offices of Landlord’s management company or at another location mutually agreeable to Landlord and Tenant at a reasonable time mutually agreeable to Landlord and Tenant during Landlord’s usual business hours. Each Landlord’s Statement shall be conclusive and binding upon Tenant unless within the Review Period Tenant shall notify Landlord that it disputes the correctness of Landlord’s Statement, specifying the respects in which Landlord’s Statement is claimed to be incorrect. Tenant’s right to conduct any Tenant Audit shall be conditioned upon the following: (a) in no event shall any Tenant Audit be performed by a firm retained on a “contingency fee” basis; (b) the Tenant Audit shall be concluded no later than thirty (30) days after the end of the Review Period; (c) any Tenant Audit shall not unreasonably interfere with the conduct of Landlord’s business; (d) Tenant and its accounting firm shall treat any information gained in the course of any Tenant Audit in a confidential manner and shall each execute Landlord’s commercially reasonable confidentiality agreement for Landlord’s benefit prior to commencing any Tenant Audit, which

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agreement shall permit disclosure to Tenant’s employees, officers, directors, advisors, accountants, consultants, attorneys and lenders on a need-to-know basis; (e) Tenant’s accounting firm’s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord, and Landlord shall have the right to point out errors or make suggestions with respect to such audit report, and any appropriate comments or clarifications by Landlord which are accepted by Tenant’s auditor shall be incorporated into the final audit report, it being the intention of the parties that Landlord’s right to review is intended to prevent errors and avoid the dispute resolution mechanism set forth in the following paragraph and not to unduly influence Tenant’s auditor in the preparation of the final audit report; and (f) the Tenant Audit shall be conducted by Tenant at its sole cost and expense unless the results of such Tenant Audit show that Landlord’s Statement overstated the amount of Operating Expenses owed by Tenant for the relevant billing period by more than five percent (5%) in which case Landlord shall be responsible for payment of such costs and expenses. If Tenant makes a timely exception within the Review Period, Tenant shall nonetheless pay the amount shown on the Landlord’s Statement in the manner prescribed in this Lease, without any prejudice to such exception, and any overpayments identified during any Tenant Audit, if any, shall be applied as a credit against the amount of Additional Rent owed by Tenant immediately following the Tenant Audit, except at the end of the Term, in which case, Landlord shall reimburse Tenant for any overpayment within thirty (30) days.

Any dispute arising out of or relating to the results of a Tenant Audit shall be submitted to and determined in binding arbitration under the expedited Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted before and by a single arbitrator that is a certified public accountant with at least 10 years’ experience overseeing books and records for similar properties (a “Qualified Arbitrator”) selected by the parties. If the parties have not selected an arbitrator within thirty (30) days of written demand for arbitration, the Qualified Arbitrator shall be selected by the Boston office of the American Arbitration Association on application by either party. The parties agree that the arbitration hearing shall be held within thirty (30) business days following notification to the parties of the appointment of such arbitrator, and that the arbitration proceedings shall be concluded within thirty (30) business days following the first scheduled arbitration hearing. Each party shall bear all its own expenses of arbitration and shall bear equally the costs and expenses of the arbitrator. All arbitration proceedings shall be conducted in the City of Boston, Commonwealth of Massachusetts. Landlord and Tenant further agree that they will faithfully observe this agreement and rules, and that they will abide by and perform any award rendered by the arbitrator and that a judgment of the court having jurisdiction may be entered upon the award. The duty to arbitrate shall survive the cancellation or termination of this Lease.

5.6 Adjustments. If the actual amount of Tenant’s Share of the Operating Expenses for any Expense Year or Tenant’s Share of Taxes for any Tax Year exceeds the estimated amount thereof paid by Tenant for such Expense Year or Tax Year, then Tenant shall pay to Landlord the difference between the estimated amount paid by Tenant and the actual amount of such Additional Rent payable by Tenant. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord’s Statement. If the total amount of estimated payments made by Tenant in respect of Tenant’s Share of Operating Expenses for such Expense Year or Tenant’s Share of Taxes for any Tax Year shall exceed the actual amount of such Additional Rent payable by Tenant, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder until such amount shall have been refunded in full to Tenant (or refunded in accordance with Section 5.3). Any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following delivery of Landlord’s Statement for the final Expense Year and final Tax Year, as applicable. Even though the Term has expired and Tenant has vacated the Premises, when final determination is made of Tenant’s Share of Operating Expenses or Taxes for the year in which this Lease terminates, Landlord shall refund Tenant any excess paid by Tenant over the actual Operating Expenses or Taxes due from Tenant, and Tenant shall pay any increase due over the estimated Operating Expenses or Taxes paid to Landlord within thirty (30) days after Landlord’s delivery of Landlord’s Statement therefor.

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ARTICLE 6 LANDLORD SERVICES

6.1 Services. Landlord shall provide the following services to the Building and Premises (subject to Tenant’s reimbursement and payment obligations therefor in accordance with the operation of Article 5 hereof):

(a) Janitor services in and about the Common Areas in accordance with the cleaning specifications set forth in Exhibit 6.1, Saturdays, Sundays and union and state and federal government holidays (the “Holidays”) excepted. Tenant shall be solely responsible for performing all janitorial and trash services and other cleaning of the Premises, all in compliance with Applicable Laws. In the event such service is provided by a third party janitorial service, and not by employees of Tenant, such service shall be performed, at Tenant’s cost, by a janitorial service reasonably approved in advance by Landlord (Landlord shall provide Tenant with a list of reasonably approved vendors upon Tenant’s request), and shall be subject to Landlord’s supervision and control. The janitorial and cleaning of the Premises shall be adequate to maintain the Premises in a manner consistent with comparable first-class, so-called “triple net” laboratory buildings. Landlord shall provide a dumpster and trash compactor at the loading docks for Tenant’s disposal of ordinary office waste (but in no event to include any Hazardous Substances).

(b) Heat and air-conditioning as required to maintain comfortable temperature in the Common Areas daily from 7:00 a.m. to 6:00 p.m. Monday through Friday and 8:00 a.m. to 1:00 p.m. on Saturday (“Normal Business Hours”), Holidays and Sundays excepted, consistent with such service typical of comparable first-class, so-called “triple net” laboratory buildings in the Alewife submarket.

(c) Hot running water for lavatory purposes to Common Area lavatories and cold water for cleaning, fire protection, drinking, lavatory and toilet purposes within the Premises drawn through fixtures installed as part of the Finish Work or any future Alterations.

(d) Maintenance of the Common Areas so that they are clean and free from accumulations of debris, rubbish and garbage and exterior drives, walkways and parking areas free of accumulations of snow.

(e) Such other services as are described on Exhibit 6.1, attached.

(f) Access by Tenant to the Premises and the Parking Garage and elevator service twenty-four (24) hours per day, seven (7) days per week, fifty-two (52) weeks per year, except for emergency situations outside of Landlord’s control and subject to the operation of Landlord’s computerized access system at the Building’s entrances and to Landlord’s Rules and Regulations.

Landlord shall have the right to select the utility providers and Tenant shall pay all actual costs associated with obtaining the utility service as provided in Article 5 hereof. Landlord agrees to furnish or cause to be furnished to the Premises the utilities and services described herein, subject to the conditions and in accordance with the standards set forth herein. Landlord’s failure to furnish any of such services when such failure is caused by accidents, the making of repairs, alterations or improvements, or by Force Majeure (as defined in Section 19.22, below), shall not result in any liability to Landlord (to the maximum extent permitted pursuant to Applicable Laws). Tenant shall not be entitled to any abatement or reduction of rent by reason of such failure, no eviction of Tenant shall result from such failure and Tenant shall not be relieved from the performance of any covenant or agreement in this Lease. In the event of any failure, stoppage or interruption thereof, Landlord shall diligently attempt to resume service promptly.

Notwithstanding the foregoing, if there shall be an interruption, curtailment or suspension of any service necessary for the occupancy of the Premises for the Permitted Use, and required to be provided by Landlord pursuant to this Section 6.1 (and no reasonably equivalent alternative service or supply is provided by Landlord) that shall materially interfere with Tenant’s use and enjoyment of all or a material portion of the Premises (a “Service Interruption”), and if (i) such Service Interruption shall continue for five (5) consecutive business days following receipt by Landlord of written notice from Tenant describing such Service Interruption (the “Service Interruption Notice”), (ii) such Service Interruption is not the result of Force Majeure or any of Tenant’s acts or omissions, and (iii) the restoration of such Service Interruption is in the reasonable control of Landlord, then Tenant shall be entitled to an equitable abatement of Base Rent and Additional Rent for Operating Expenses and Taxes, based on the nature

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and duration of the Service Interruption and the area of the Premises affected, for the period that shall begin on the 6th day of such Service Interruption and that shall end on the day such Service Interruption ceases. In the event such Service Interruption shall continue for more than nine consecutive months following the giving of a Service Interruption Notice, Tenant may elect to terminate this Lease by notice to Landlord and if Tenant makes such election, the Term shall expire on the 30th day after notice of such election if given by Tenant, and Tenant shall surrender the Premises to Landlord in accordance with the provisions of this Lease; unless such Service Interruption is restored within 30 days of Tenant’s election to terminate, in which event Tenant’s election shall be null and void. Notwithstanding anything in this Lease to the contrary, but subject to Article 10 and Article 11 (which shall govern in the event of a casualty or condemnation), the remedies expressly provided in this paragraph shall be Tenant’s sole recourse and remedy in the event of an interruption of Landlord services to the Premises.

6.2 Additional Services. Landlord shall impose reasonable charges and may establish reasonable rules and regulations for the use or consumption of any building services or supplies after Normal Business Hours (where such services are limited to the same pursuant to Section 6.1) and any unanticipated, additional costs incurred by Landlord to operate the Building after Normal Business Hours as a result thereof; and additional or unusual janitorial services to Common Areas required because of any particular use of the Premises or the carelessness of Tenant. The expense charged by Landlord to Tenant for any such services be (i) reasonably calculated by Landlord based on Landlord’s actual costs, and (ii) shall constitute Additional Rent and shall be payable in accordance with Section 4.4. Landlord shall not impose additional charges for regularly scheduled deliveries of office and laboratory supplies that occur after Normal Business Hours and that are scheduled in accordance with the Rules and Regulations.

6.3 Excessive Use of Utilities.

6.3.1 Prohibited Activities. Tenant shall comply with the conditions of occupancy and connected utility loads reasonably established by Landlord for the Building and Tenant shall not use utilities or other services in excess of the services described above in Section 6.1 or in a manner that (a) overloads Building systems, (b) exceeds the capacities available to Tenant as set forth on Exhibit 6.1, or (c) interferes with proper functioning of any Building systems or service equipment or Landlord’s ability to provide services to other tenants in the Building.

6.3.2 Landlord’s Right to Survey Usage. Landlord may survey Tenant’s use of services from time to time. To the extent that Tenant’s usage of such services are actually in excess of permitted loads or capacities thereof as reasonably demonstrated by Landlord, Tenant shall pay Landlord for the cost of additional services made available to Tenant beyond those required by this Lease, if any. Such costs shall constitute Additional Rent and Tenant shall pay such costs pursuant to Section 4.4.

6.4 Maintenance of Common Areas. The manner in which the Common Areas are maintained and operated shall be in accordance with the standards of comparable first-class, so-called “triple net” laboratory buildings in the Alewife submarket of Cambridge, Massachusetts. Landlord reserves the right from time to time to (a) make changes in the shape, size, location and appearance of the land and improvements which constitute the Common Areas, provided that Landlord shall not materially impair the Tenant’s ability to operate its business for the Permitted Use in or reasonable access to the Premises, except temporary impairments required by said changes; (b) make such improvements, alterations and repairs to the Common Areas as may be required by governmental authorities or by utility companies servicing the Property; (c) construct, maintain and operate lighting and other facilities on all said areas and improvements; and (d) to add or remove improvements and facilities to or from the Common Areas. The use of the Common Areas shall be subject to such reasonable regulations and changes therein as Landlord shall make from time to time, including (but not by way of limitation) the right to close from time to time, if necessary, on a temporary basis, all or any portion of the Common Areas to such extent as may be legally sufficient, in the opinion of Landlord’s counsel, to prevent a dedication thereof or the accrual of rights of any person or of the public therein; provided, however, Landlord shall do so at such times and in such manner as shall minimize any disruption to Tenant to the extent reasonably possible.

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6.5 Access to Premises.

6.5.1 Landlord’s Right of Entry. Landlord shall have the right to enter the Premises without abatement of Rent at all reasonable times upon at least 24 hours’ prior notice to Tenant which may be given by telephone or electronic mail (except in emergencies when no advance notice shall be required), (a) to supply any service to be provided by Landlord to Tenant hereunder, (b) to show the Premises to Landlord’s Mortgagee and to prospective purchasers, mortgagees and during the last 18 months of the Term) tenants, (c) to inspect, alter, improve or repair the Premises and any portion of the Property, (d) to introduce conduits, risers, pipes and ducts to and through the Premises, and (e) to access the fifth floor mechanical space housing equipment serving the Building and other Building tenants, provided that in exercising any such right, Landlord will cause all such conduits, risers, pipes and ducts to be placed above dropped ceilings, within walls, or below floors or in closets, to the extent reasonably practicable. Tenant shall be given the opportunity to have a representative of Tenant accompany Landlord during such entry, other than in the event of an emergency or when Landlord is supplying any regularly scheduled service to Tenant hereunder. In conducting any such activities, Landlord shall use reasonable efforts not to disrupt the conduct of Tenant’s business operations.

Notwithstanding the foregoing, Tenant shall have the right to reasonably designate certain areas of the Premises, not to exceed 8,000 rentable square feet in total and not to impede access to the fifth floor mechanical space, that require limited access and strict security measures (“Secure Areas”) by written notice to Landlord from time-to-time. Landlord shall not enter the Secure Areas without being accompanied by a representative of Tenant, except in the event of an emergency or with Tenant’s prior consent. Tenant shall make such a representative available upon Landlord’s request.

6.5.2 Tenant’s Keys. For each of the purposes stated above in this Section 6.5, Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding Tenant’s vaults and safes, or the Secure Areas, and Landlord shall have the right to use any and all means that Landlord may deem necessary or proper to open said doors in an emergency, in order to obtain entry to any portion of the Premises.

6.6 Building Amenities. The Common Areas shall contain the following for the nonexclusive use and enjoyment of Tenant and Tenant’s employees, in common with others: (a) a fitness center, initially equipped with fitness machines and subject to future changes in equipment based on use and fitness trends for similar facilities; (b) male and female locker facilities, including showers; (c) a secure area for the storage and repair of bicycles; and (d) a lounge fully equipped with furniture and having a wireless connection network, subject to changes in technology (collectively, the “Amenities”). Landlord (or an operator selected by the Landlord) shall operate and maintain the Amenities on business days, during such hours as are reasonably determined by Landlord, in a first-class manner. The Amenities may be unavailable from time to time on a temporary basis due to construction activities, repairs, maintenance or alterations, or a reasonable period in connection with a change in the operator hired by Landlord for such facility (if any), and Landlord reserves the right to change the use of such facilities if the same is uneconomic or insufficiently used by tenants of the Building or Property, in which case any of such facilities shall be subject to discontinuance and removal by Landlord, as determined by Landlord in its reasonable discretion. The Amenities shall be subject to (a) Landlord’s Rules and Regulations regarding the use thereof; and (b) execution of a waiver of liability and indemnity agreement for Landlord’s benefit in form and substance satisfactory to Landlord prior to such person’s use of the fitness center, and shall be limited to use by Building occupants, employees, and their guests. Tenant, and other tenants in the Building, may reserve the lounge for exclusive use for special events consistent with the use of similar spaces in first-class laboratory buildings in Cambridge on a first-come, first-serve basis with at least thirty (30) days’ prior notice to Landlord. Landlord shall use reasonable efforts to accommodate Tenant’s requests with respect to its use of the lounge. Tenant shall pay as Additional Rent with respect to Tenant’s use of the lounge for any such events a reasonable per-use setup, breakdown and cleaning fee, and no other usage fee.

6.7 PH Neutralization. The Building shall be serviced by a common laboratory waste sanitary sewer system from the two (2) pH neutralization rooms on the first (1^st) floor of the Building to the municipal sewer line in the street adjacent to the Building. An acid neutralization tank (the “Acid Neutralization Tank”) has been installed as part of the Base Building Work (as defined in Exhibit 3.1) in each pH neutralization room and will be connected to the Premises and Tenant shall have a non-exclusive right to use its proportionate share of each Acid Neutralization Tank in accordance with

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Applicable Laws in common with other tenants in the Building. Tenant shall install, as part of the Finish Work, a meter and monitoring system measuring Tenant’s use of each Acid Neutralization Tank for purposes of confirming that Tenant is not using in excess of its share and to monitor the nature of Tenant waste being delivered to the Acid Neutralization Tank. Tenant, as a portion of its Operating Expenses, shall reimburse Landlord for all costs, charges and expenses incurred by Landlord from time to time in connection with or arising out of the operation, use, maintenance, repair or refurbishment of the Acid Neutralization Tanks, including all clean-up costs relating to the Acid Neutralization Tank (collectively, “Tank Costs”); provided, however, that so long as an Acid Neutralization Tank is being used by other tenant(s) or occupant(s) of the Building at any time during the Term, then, during such time period, Tenant shall only be obligated to pay its proportionate share of the Tank Costs (based on the rentable square footage of tenants utilizing the same). Notwithstanding the foregoing, in the event an Acid Neutralization Tank is damaged or repairs to the Acid Neutralization Tank are required as a result of the improper use of the Acid Neutralization Tank by Tenant, Tenant shall be responsible for one hundred percent (100%) of the cost of any repairs or replacement required as a result of such improper use by Tenant, regardless of whether the Acid Neutralization Tank is then being used by other tenant(s) or occupant(s) of the Building. Similarly, if an Acid Neutralization Tank is damaged, or if repairs to the Acid Neutralization Tank are required as a result of the improper use of the Acid Neutralization Tank by other tenant(s) or occupant(s) of the Building, then Tenant shall have no responsibility for the cost of any repairs or replacements required as a result of such improper use by such other tenant(s) or occupant(s). Tenant shall reimburse Landlord within thirty (30) days after Landlord’s written demand for any costs incurred by Landlord pursuant to this Section, subject to the provisions set forth above with respect to the allocation of such costs.

Tenant shall establish and maintain a chemical safety program administered by a licensed, qualified individual in accordance with the requirements of the Massachusetts Water Resources Authority (“MWRA”) and any other applicable governmental authority. Tenant shall be solely responsible for all costs incurred in connection with such chemical safety program, and Tenant shall provide Landlord with such documentation as Landlord may reasonably require evidencing Tenant’s compliance with the requirements of (a) the MWRA and any other applicable governmental authority with respect to such chemical safety program and (b) this Section. Notwithstanding the foregoing, Landlord shall obtain and maintain during the Term (m) any permit required by the MWRA (“MWRA Permit”) to operate the Building sewer system for use by the Building, generally and (n) and, at Tenant’s sole risk, a wastewater treatment operator license (“MWRA License”) from the Commonwealth of Massachusetts with respect to Tenant’s particular use of the Acid Neutralization Tanks in the Building, provided that the application therefor and any renewal application for the MWRA License shall be subject to Tenant’s prior written approval, not to be unreasonably withheld, conditioned or delayed. Upon Tenant’s request, Landlord shall furnish a copy of the MWRA Permit to Tenant. Tenant shall not introduce anything into the Acid Neutralization Tanks (x) in violation of the terms of the MWRA Permit or MWRA License, (y) in violation of Applicable Laws or (z) that would interfere with the proper functioning of the Acid Neutralization Tanks. Tenant agrees to reasonably cooperate with Landlord in order to obtain the MWRA Permit and the MRWA License. Tenant shall indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) and hold Landlord, its lenders, partners, subpartners and their respective officers, agents, servants, employees, and independent contractors (the “Landlord Parties”) harmless from and against any and all Claims arising out of Tenant’s use of the Acid Neutralization Tanks. This indemnification by Tenant includes costs incurred in connection with any investigation of site conditions or any clean-up, remediation, removal or restoration required by any governmental authority caused by Tenant’s improper use of the Acid Neutralization Tanks.

ARTICLE 7 CONDUCT OF BUSINESS BY TENANT

7.1 Permitted Use. The Premises shall be used and occupied only for general office and technical office (inclusive of laboratory, and research and development purposes to the extent permitted pursuant to Applicable Laws) use, together with customary uses accessory thereto including a vivarium, as permitted per Applicable Laws (the “Permitted Use”), but expressly excluding medical, clinical, government and education (as distinguished from training of staff) offices. Tenant shall not engage in any particular use, or permit the particular use of, the Premises or any part thereof for any use other than the Permitted Use specifically set forth above or in any illegal manner, or in any manner that, in Landlord’s judgment, would adversely affect or interfere with any services required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Property, or with the proper and economical rendition of

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any such service, or with the use and enjoyment of any part of the Property by any other tenant or occupant (Landlord acknowledging and agreeing that laboratory use with a classification in a risk category below Biosafety Level 3 (per the BMBL, as defined in Section 7.6.1.1)) and otherwise in compliance with the terms of this Lease does not in and of itself, without regards for Tenant’s particular use, cause any such interference). To the extent that any portion of the Premises on floors other than the third (3rd) and fifth (5th) floor portions of the Premises (e.g., the first (1st) floor storage space) is designed for or dedicated to mechanical, chemical storage or other ancillary use serving the primary portion of the Premises on the third (3rd) and fifth (5th) floor portions of the Premises, such area(s) shall only be used for the purpose for which such area(s) has been designed. Tenant agrees that it will not exceed the maximum floor bearing capacity for the Premises.

7.2 Tenant’s Personal Property. Tenant shall be responsible for any ad valorem taxes on its personal property (whether owned or leased) and on the value of its leasehold improvements in the Premises (which are in excess of building standard improvements), and if the taxing authorities do not separately assess Tenant’s leasehold improvements, Landlord may make a reasonable allocation of the impositions to such improvements and charge Tenant for the same as Additional Rent.

7.3 Compliance with Laws.

7.3.1 Tenant’s Compliance Obligations. From and after the Commencement Date, Tenant, at Tenant’s expense, shall comply promptly with the laws, ordinances, rules, regulations and orders of all governmental authorities in effect from time to time during the Term including, without limitation, the Americans with Disabilities Act (“ADA”), and all applicable federal, state and municipal building, zoning, fire, health, safety and environmental laws (the “Applicable Laws”) that shall impose any duty on Tenant with respect to the Premises or the use, occupancy or operation thereof. Tenant will obtain and maintain in full force and effect any and all licenses and permits necessary for its use. Tenant shall make any Alterations in or to the Premises in order to comply with the foregoing, which are necessitated or occasioned, in whole or in part by the use or occupancy or manner of use, occupancy or operation of the Premises by Tenant or any of its officers, employees, agents, contractors, invitees, licensees or subtenants (the “Tenant Parties”). Notwithstanding the foregoing or anything contained herein to the contrary, Tenant shall not be required to make any alterations or additions to the structure, roof, exterior and load bearing walls, foundation and structural floor slabs of the Building, the Common Areas, or any of the life safety systems serving the Premises unless the same are (x) required by Tenant’s particular use of the Premises or (y) result from any Alterations (as defined below) made by Tenant.

7.3.2 Landlord’s Compliance Obligations. Landlord shall comply with all Applicable Laws, including the ADA, in effect from time to time during the Term that shall impose any duty on Landlord with respect to the Common Areas, excluding any matters that are Tenant’s responsibility under this Lease or the responsibility of other tenants of the Property. Notwithstanding anything to the contrary contained herein, from and after the Commencement Date, Tenant shall be responsible for legal compliance, including the requirements of the ADA, with respect to (a) any and all requirements on account of Tenant’s particular use of, or operations in, the Premises, and (b) all Alterations designed or constructed by Tenant or its contractors or agents.

7.4 Landlord’s Rules and Regulations. Tenant shall observe and comply with the rules and regulations attached to this Lease as Exhibit 7.4, and all reasonable modifications thereof and additions thereto from time to time put into effect by Landlord of which written notice is delivered to Tenant (the “Rules and Regulations”). Landlord shall not enforce the Rules and Regulations against Tenant in a discriminatory manner. In the event of any inconsistency between the provisions set forth in this Lease and the provisions of the Rules and Regulations, the provisions of this Lease shall control as between Landlord and Tenant. Tenant shall not use or permit the use of the Premises in any manner that will create waste or a nuisance, or which shall unreasonably disturb other tenants of the Property.

7.5 No Liens. Tenant shall keep the Premises and Property free from any liens or encumbrances arising out of any work performed, material furnished or obligations incurred by or for Tenant or any person or entity claiming through or under Tenant. Any claim to, or lien upon, the Premises or the Property arising from any act or omission of Tenant shall accrue only against the leasehold estate of Tenant and shall be subject and subordinate to the paramount title and rights of

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Landlord in and to the Premises and the Property. If any mechanics’ or other lien shall be filed against the Premises or the Property purporting to be for services, labor or material furnished or to be furnished at the request of the Tenant, then Tenant shall at its expense cause such lien to be discharged of record by payment, bond or otherwise, within twenty (20) days after written notice to Tenant of the filing thereof.

7.6 Hazardous Substances.

7.6.1 Tenant’s Obligations.

7.6.1.1 Prohibitions. As a material inducement to Landlord to enter into this Lease with Tenant, Tenant agrees that, prior to Tenant occupying any portion of the Premises, Tenant shall submit to Landlord for Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed, a full, accurate and complete Landlord’s Pre-Leasing Environmental Exposure Questionnaire (the “Environmental Questionnaire”), which is attached as Exhibit 7.6.1.1. Tenant hereby represents, warrants and covenants that except for those chemicals or materials, and their respective quantities, specifically listed on the Environmental Questionnaire, neither Tenant nor Tenant’s subtenants or assigns, or any of their respective employees, contractors and subcontractors of any tier, entities with a contractual relationship with such parties (other than Landlord) to the extent that such contractual relationship affects the Premises, or any entity acting as an agent or sub-agent of such parties or any of the foregoing will produce, use, store or generate any “Hazardous Substances”, as that term is defined below, on, under or about the Premises, nor cause or permit any Hazardous Substance to be brought upon, placed, stored, manufactured, generated, blended, handled, recycled, used or “Released”, as that term is defined below, on, in, under or about the Premises or Property. If any information provided to Landlord by Tenant on any Environmental Questionnaire, or otherwise relating to information concerning Hazardous Substances, is false, incomplete, or misleading in any material respect, the same shall be deemed a default by Tenant under this Lease. Upon Landlord’s request which shall be made no more frequently than monthly unless a Release has occurred or where required by governmental authorities, or in the event of any material change in Tenant’s use of Hazardous Substances at the Premises, Tenant shall deliver to Landlord an updated Environmental Questionnaire. Landlord’s prior written consent shall be required for any Hazardous Substances use for the Premises not described on the initial, or an updated, Environmental Questionnaire submitted to Landlord in accordance with the immediately preceding sentence, such consent not to be unreasonably withheld, conditioned or delayed, but Landlord agrees that Tenant may keep, maintain, use and/or store Hazardous Substances in the Premises that are not listed on the most recent Environmental Questionnaire submitted to Landlord if the same are (i) consistent with use by a first-class laboratory in a first-class office and laboratory building including ground floor retail, and reasonably necessary for the conduct of Tenant’s business, and (ii) are otherwise kept, maintained, used and stored in accordance with the provisions of this Lease. In any event, Tenant shall deliver updated MSDS sheets to Landlord upon Landlord’s request from time to time (which shall be made no more frequently than monthly unless a Release has occurred or where required by governmental authorities) with an updated inventory of Hazardous Substances (including approximate amounts) used by Tenant or anyone claiming by, through or under Tenant at the Property.

Tenant shall not install or permit any underground storage tank at the Premises. In addition, Tenant agrees that it: (i) shall not cause or suffer to occur, the Release (as defined below) of any Hazardous Substances at, upon, under or within the Premises or the Property; and (ii) shall not engage in activities at the Premises that give rise to, or lead to the imposition of, liability upon Tenant or Landlord or the creation of an environmental lien or use restriction upon the Premises or the Property. For purposes of this Lease, “Hazardous Substances” means all flammable explosives, petroleum and petroleum products, oil, radon, radioactive materials, toxic pollutants, asbestos, polychlorinated biphenyls (“PCBs”), medical waste, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, including without limitation any chemical, element, compound, mixture, solution, substance, object, waste or any combination thereof, which is or may hereafter be determined to be hazardous to human health, safety or to the environment due to its radioactivity, ignitability, corrosiveness, reactivity, explosiveness, toxicity, carcinogenicity, infectiousness or other harmful or potentially harmful properties or effects, or defined as, regulated as or included in, the definition of “hazardous substances”, “hazardous wastes”,

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“hazardous materials”, or “toxic substances” under any Environmental Laws. The term “Hazardous Substances” for purposes of this Lease shall also include any mold, fungus or spores, whether or not the same is defined, listed, or otherwise classified as a “hazardous material” under any Environmental Laws, if such mold, fungus or spores may pose a risk to human health or the environment. For purposes of this Lease, “Release” or “Released” or “Releases” shall mean any release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing, or other movement of Hazardous Substances into the environment.

Notwithstanding anything contained herein to the contrary, in no event shall Tenant or anyone claiming by through or under Tenant perform work at or above the risk category Biosafety Level 3 as established by the Department of Health and Human Services (“DHHS”) and as further described in the DHHS publication Biosafety in Microbiological and Biomedical Laboratories (5^th Edition) (as it may be or may have been further revised, the “BMBL”) or such nationally recognized new or replacement standards as Landlord may reasonable designate. Tenant shall comply with all applicable provisions of the standards of the BMBL to the extent applicable to Tenant’s operations in the Premises.

7.6.1.2 Notices to Landlord. Unless Tenant is required by Applicable Laws to give earlier notice to Landlord, Tenant shall notify Landlord in writing as soon as possible but in no event later than five (5) days after (i) the occurrence of any Release or threat of Release of any Hazardous Substance in, on, under, from, about or in the vicinity of the Premises (whether past or present), regardless of the source or quantity of any such Release, or (ii) Tenant becomes aware of any regulatory actions, inquiries, inspections, investigations, directives, or any cleanup, compliance, enforcement or abatement proceedings (including any threatened or contemplated investigations or proceedings) relating to or potentially affecting the Premises, or (iii) Tenant becomes aware of any claims by any person or entity relating to any Hazardous Substances in, on, under, from, about or in the vicinity of the Premises, whether relating to damage, contribution, cost recovery, compensation, loss or injury. Collectively, the matters set forth in clauses (i), (ii) and (iii) above are hereinafter referred to as “Hazardous Substances Claims”. Tenant shall promptly forward to Landlord copies of all orders, notices, permits, applications and other communications and reports in connection with any Hazardous Substances Claims. Additionally, Tenant shall promptly advise Landlord in writing of Tenant’s discovery of any occurrence or condition on, in, under or about the Premises that could subject Tenant or Landlord to any liability, or restrictions on ownership, occupancy, transferability or use of the Premises under any “Environmental Laws”, as that term is defined below. Tenant shall not enter into any legal proceeding or other action, settlement, consent decree or other compromise with respect to any Hazardous Substances Claims without first notifying Landlord of Tenant’s intention to do so and affording Landlord the opportunity to join and participate, as a party if Landlord so elects, in such proceedings and in no event shall Tenant enter into any agreements which are binding on Landlord or the Property without Landlord’s prior written consent. Landlord shall have the right to appear at and participate in, any and all legal or other administrative proceedings concerning any Hazardous Substances Claim. For purposes of this Lease, “Environmental Laws” means all applicable present and future laws relating to the protection of human health, safety, wildlife or the environment, including, without limitation, (i) all requirements pertaining to reporting, licensing, permitting, investigation and/or remediation of emissions, discharges, Releases, or threatened Releases of Hazardous Substances, whether solid, liquid, or gaseous in nature, into the air, surface water, groundwater, or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Substances; and (ii) all requirements pertaining to the health and safety of employees or the public. Environmental Laws include, but are not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 USC § 9601, et seq., the Hazardous Materials Transportation Authorization Act of 1994, 49 USC § 5101, et seq., the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, and Hazardous and Solid Waste Amendments of 1984, 42 USC § 6901, et seq., the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 USC § 1251, et seq., the Clean Air Act of 1966, 42 USC § 7401, et seq., the Toxic Substances Control Act of 1976, 15 USC § 2601, et seq., the Safe Drinking Water Act of 1974, 42 USC §§ 300f through 300j, the Occupational Safety and Health Act of 1970, as amended, 29 USC § 651 et seq., the Oil Pollution Act of 1990, 33 USC

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§ 2701 et seq., the Emergency Planning and Community Right-To-Know Act of 1986, 42 USC § 11001 et seq., the National Environmental Policy Act of 1969, 42 USC § 4321 et seq., the Federal Insecticide, Fungicide and Rodenticide Act of 1947, 7 USC § 136 et seq., M.G.L. c.21C; oil and hazardous materials as defined in M.G.L. c.21E; and any other state or local law counterparts, as amended, as such Applicable Laws, are in effect as of the Commencement Date, or thereafter adopted, published or promulgated.

7.6.1.3 Releases of Hazardous Substances. If there is any Release of any Hazardous Substance in, on, under, from or about the Premises in violation of, or requiring any Clean-Up (as defined below), in addition to notifying Landlord as specified above, Tenant, at its own sole cost and expense, shall (i) immediately comply with any and all reporting requirements imposed pursuant to any and all Environmental Laws, (ii) provide a written certification to Landlord indicating that Tenant has complied with all applicable reporting requirements, (iii) take any and all necessary investigation, corrective, remedial and other Clean-up action in accordance with any and all applicable Environmental Laws, utilizing an environmental consultant approved by Landlord, all in accordance with the provisions and requirements of this Section 7.6, including, without limitation, Section 7.6.6, and (iv) take any such additional investigative, remedial and corrective actions as Landlord shall in its reasonable discretion deem necessary such that the Premises and Property are remediated to a condition allowing unrestricted use of the Premises for human use and occupancy, including without limitation for the Permitted Use, all in accordance with the provisions and requirements of this Section 7.6. Landlord may, as required by any and all Environmental Laws, report the Release of any Hazardous Substance to the appropriate governmental authority, identifying Tenant as the responsible party. Tenant shall deliver to Landlord copies of all administrative orders, notices, demands, directives or other communications directed to Tenant from any governmental authority with respect to any Release of Hazardous Substances in, on, under, from, or about the Premises, together with copies of all investigation, assessment, and remediation plans and reports prepared by or on behalf of Tenant in response to any such regulatory order or directive.

Notwithstanding anything contained in this Section 7.6, if the presence or Release of Hazardous Substances in, under, or about the Premises or elsewhere on the Property (a) is caused by Landlord or its agents, employees or contractors, (b) results from a condition existing on the Effective Date, (c) results from the migration of Hazardous Substances onto the Property from a neighboring property, or (d) results from the migration of Hazardous Substances from the premises of another Building tenant, to the extent that there is a final, unappealable judgment by a court of competent jurisdiction that such other Building tenant is responsible for such migration (collectively, “Excluded Matters”), then Landlord at its own expense shall promptly take those actions necessary to abate, remove, remediate, or dispose of Hazardous Substances constituting Excluded Matters to the extent required by any Environmental Laws, and make all required submissions to applicable regulatory agencies regarding the same, and Tenant shall have no obligation other than to notify Landlord of any such Release of which Tenant becomes aware.

7.6.2 Indemnification.

7.6.2.1 In General. Without limiting in any way Tenant’s obligations under any other provision of this Lease, Tenant shall be solely responsible for and shall protect, defend, indemnify and hold Landlord, its lenders, partners, subpartners and their respective officers, agents, servants and employees, harmless from and against any and all claims, judgments, losses, damages, costs, expenses, penalties, enforcement actions, taxes, fines, remedial actions, liabilities (including, without limitation, actual attorneys’ fees, litigation, arbitration and administrative proceeding costs, expert and consultant fees and laboratory costs) including, without limitation, consequential damages and sums paid in settlement of claims, which arise during or after the Term, whether foreseeable or unforeseeable, directly or indirectly arising out of or attributable to the presence, use, generation, manufacture, treatment, handling, refining, production, processing, storage, Release or presence of Hazardous Substances in, on, under or about the Premises or Property by any Tenant Party, except to the extent such liabilities result from Excluded Matters. The foregoing obligations of Tenant shall include, without limitation: (i) the costs of any required or necessary removal, repair, cleanup or remediation of the Premises and Property, and the preparation and implementation of any closure, removal, remedial or other required plans; (ii) judgments for personal injury or property damages; and (iii) all costs and expenses incurred by Landlord in connection therewith.

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7.6.3 Compliance with Environmental Laws. Without limiting the generality of Tenant’s obligation to comply with Applicable Laws as otherwise provided in this Lease, Tenant shall, at its sole cost and expense, comply with all applicable Environmental Laws. Tenant shall obtain and maintain any and all necessary permits, licenses, certifications and approvals appropriate or required for the use, handling, storage, and disposal of any Hazardous Substances used, stored, generated, transported, handled, blended, or recycled by Tenant on the Premises (except as otherwise expressly provided in Section 6.7). Landlord shall have a continuing right, without obligation, to require Tenant to obtain, and to review and inspect any and all such permits, licenses, certifications and approvals, together with copies of any and all Hazardous Substances management plans and programs, any and all Hazardous Substances risk management and pollution prevention programs, and any and all Hazardous Substances emergency response and employee training programs respecting Tenant’s use of Hazardous Substances. Upon request of Landlord, Tenant shall deliver to Landlord a narrative description explaining the nature and scope of Tenant’s activities involving Hazardous Substances and showing to Landlord’s satisfaction compliance with all Environmental Laws and the terms of this Lease. Tenant may omit from such narrative description information regarding the confidential and proprietary research and processes of Tenant, provided that Tenant shall not omit information with respect to the identification of any Hazardous Substances.

7.6.4 Assurance of Performance.

7.6.4.1 Environmental Assessments In General. Landlord may, but shall not be required to, engage from time to time such contractors as Landlord determines to be appropriate to perform “Environmental Assessments”, as that term is defined below, to ensure Tenant’s compliance with the requirements of this Lease with respect to Hazardous Substances. For purposes of this Lease, “Environmental Assessment” means an assessment including, without limitation: (i) an environmental site assessment conducted in accordance with the then-current standards of the American Society for Testing and Materials and meeting the requirements for satisfying the “all appropriate inquiries” requirements; and (ii) sampling and testing of the Premises based upon potential recognized environmental conditions or areas of concern or inquiry identified by the environmental site assessment.

7.6.4.2 Costs of Environmental Assessments. All costs and expenses incurred by Landlord in connection with any such Environmental Assessment initially shall be paid by Landlord; provided that if any such Environmental Assessment shows that Tenant has failed to comply with the provisions of this Section 7.6, then all of the costs and expenses of such Environmental Assessment shall be reimbursed by Tenant as Additional Rent within thirty (30) days after receipt of written demand therefor.

7.6.5 Tenant’s Obligations upon Surrender. At the expiration or earlier termination of the Term, Tenant, at Tenant’s sole cost and expense, shall: (i) cause an Environmental Assessment of the Premises to be conducted in accordance with Section 8.6.2; (ii) cause all Hazardous Substances to be removed from the Premises and disposed of in accordance with all Environmental Laws and as necessary to allow the Premises to be used for any purpose; and (iii) cause to be removed all containers installed or used by any Tenant Parties to store any Hazardous Substances on the Premises, and cause to be repaired any damage to the Premises caused by such removal.

7.6.6 Clean-up.

7.6.6.1 Environmental Reports; Clean-Up. If any written report, including any report containing results of any Environmental Assessment (an “Environmental Report”) shall indicate (i) the presence of any Hazardous Substances as to which Tenant has a removal or remediation obligation under this Section 7.6, and (ii) that as a result of same, the investigation, characterization, monitoring, assessment, repair, closure, remediation, removal, or other clean-up (the “Clean-up”) of such Hazardous Substances is required, Tenant shall immediately prepare and submit to Landlord within thirty (30) days after receipt of the Environmental Report a comprehensive plan, subject to Landlord’s written approval, specifying the actions to be taken by

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Tenant to perform the Clean-up so that the Premises are restored to the conditions required by this Lease. Upon Landlord’s approval of the Clean-up plan, Tenant shall, at Tenant’s sole cost and expense, without limitation of any rights and remedies of Landlord under this Lease, immediately implement such plan with a consultant reasonably acceptable to Landlord and proceed to Clean-Up Hazardous Substances in accordance with all applicable laws and as required by such plan and this Lease. If, within thirty (30) days after receiving a copy of such Environmental Report, Tenant fails either (a) to complete such Clean-up, or (b) with respect to any Clean-up that cannot be completed within such 30-day period, fails to proceed with diligence to prepare the Clean-up plan and complete the Clean-up as promptly as practicable, then Landlord shall have the right, but not the obligation, and without waiving any other rights under this Lease, to carry out any Clean-up recommended by the Environmental Report or required by any governmental authority having jurisdiction over the Premises, and recover all of the costs and expenses thereof from Tenant as Additional Rent, payable within ten (10) days after receipt of written demand therefor.

7.6.6.2 No Rent Abatement. Tenant shall continue to pay all Rent due or accruing under this Lease during any Clean-up, and shall not be entitled to any reduction, offset or deferral of any Base Rent or Additional Rent due or accruing under this Lease during any such Clean-up.

7.6.6.3 Surrender of Premises. Tenant shall complete any Clean-up prior to surrender of the Premises upon the expiration or earlier termination of this Lease, and shall fully comply with all Environmental Laws and requirements of any governmental authority with respect to such completion, including, without limitation, fully comply with any requirement to file a risk assessment, mitigation plan or other information with any such governmental authority in conjunction with the Clean-up prior to such surrender. Tenant shall obtain and deliver to Landlord a letter or other written determination from the overseeing governmental authority confirming that the Clean-up has been completed in accordance with all requirements of such governmental authority and that no further response action of any kind is required for the unrestricted use of the Premises (“Closure Letter”). Upon the expiration or earlier termination of this Lease, Tenant shall also be obligated to close all permits Tenant or any Tenant Party obtained in connection with Hazardous Substances at the Premises in accordance with Applicable Laws.

7.6.6.4 Failure to Timely Clean-Up. Should any Clean-up for which Tenant is responsible not be completed, or should Tenant not receive the Closure Letter and any governmental approvals required under Environmental Laws in conjunction with such Clean-up prior to the expiration or earlier termination of this Lease, and Tenant’s failure to receive the Closure Letter is prohibiting Landlord from leasing the Premises or any part thereof to a third party, or prevents the occupancy or use of the Premises or any part thereof by a third party, then Tenant shall be liable to Landlord as a holdover tenant (as more particularly provided in Section 2.2) until Tenant has fully complied with its obligations under this Section 7.6.

7.6.7 Confidentiality. Unless compelled to do so by Applicable Laws, Tenant agrees that Tenant shall not disclose, discuss, disseminate or copy any information, data, findings, communications, conclusions and reports regarding the environmental condition of the Premises to any Person (other than to Tenant’s consultants, attorneys, property managers and employees that have a need to know such information), including any governmental authority, without the prior written consent of Landlord. In the event Tenant reasonably believes that disclosure is compelled by Applicable Laws, it shall provide Landlord with ten (10) days’ advance notice of disclosure of confidential information so that Landlord may attempt to obtain a protective order. Tenant may additionally release such information to bona fide prospective purchasers or lenders, subject to any such parties’ written agreement to be bound by obligations of confidentiality substantially similar to the terms of this Section 7.6.7.

7.6.8 Copies of Environmental Reports. Within thirty (30) days of receipt thereof, Tenant shall provide Landlord with a copy of any and all environmental assessments, audits, studies and reports obtained by Tenant regarding Tenant’s activities with respect to the Premises, or ground water beneath the Land, or the environmental condition or Clean-up thereof. Tenant may redact from any such reports such information regarding the confidential and proprietary research and processes of Tenant, provided that Tenant shall not redact information with respect to the identification of any Hazardous Substances. Tenant shall be obligated to provide Landlord with a copy of such materials without regard to whether such materials are generated by Tenant or prepared for Tenant, or how Tenant comes into possession of such materials, provided that Tenant shall have no responsibility for the accuracy thereof.

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7.6.9 Signs, Response Plans, Etc. Tenant shall be responsible for posting on the Premises any signs required under applicable Environmental Laws. Tenant shall also complete and file any business response plans or inventories required by any applicable Environmental Laws. Tenant shall concurrently file a copy of any such business response plan or inventory with Landlord.

7.6.10 Fire Control Areas. Notwithstanding anything to the contrary in this Lease, Landlord shall have sole control over the equitable allocation of fire control areas (as defined in the Uniform Building Code as adopted by the city or municipality(ies) in which the Property is located (the “UBC”)) within the Building for the storage of Hazardous Substances; provided that Tenant shall have the appurtenant right to use its pro-rata share of such fire control areas made available to tenants on any floor of the Premises (determined on a floor-by-floor basis based on the ratio of the rentable square footage of the Premises on such floor to the total rentable square footage of leasable area on such floor as reasonably determined by Landlord on a consistent basis), other than the first floor of the Building if and to the extent the Premises includes any portion of such floor. Notwithstanding anything to the contrary in this Lease, the quantity of Hazardous Substances allowed by this Section is specific to Tenant and shall not run with the Lease in the event of a Transfer (as defined in Article 12). In the event of a Transfer, if the use of Hazardous Substances by such new tenant (“New Tenant”) is such that New Tenant utilizes fire control areas in the Building in excess of New Tenant’s pro rata share of the Building, then New Tenant shall, at its sole cost and expense and upon Landlord’s written request, establish and maintain a separate area of the Premises classified by the UBC as an “H” occupancy area for the use and storage of Hazardous Substances, or take such other action as is necessary to ensure that its share of the fire control areas of the Building is not greater than New Tenant’s pro rata share of the Building.

7.6.11 Landlord’s Representation. Landlord represents that, as of the Commencement Date the Premises shall not contain any Hazardous Substances in violation of Applicable Laws.

7.6.12 Survival. Each covenant, agreement, representation, warranty and indemnification made by Tenant set forth in this Section 7.6 shall survive the expiration or earlier termination of this Lease and shall remain effective until all of Tenant’s obligations under this Section 7.6 have been completely performed and satisfied.

ARTICLE 8 ALTERATIONS, IMPROVEMENTS AND SIGNAGE

8.1 Landlord’s Obligations. Landlord will maintain in good repair, reasonable wear and use (except casualty and condemnation which shall be governed by Article 10 and Article 11, respectively) (a) all Common Areas, the roof structure (including the rubber membrane), foundation, exterior and load-bearing walls, exterior windows, and the structural floor slabs; (b) the Building Systems (defined below in Section 8.3.1) serving the Building (excluding any Building Systems that exclusively serve Tenant and any Tenant installations, fixtures and supplemental HVAC units that are dedicated to Tenant’s exclusive use). The cost of this maintenance and repair shall be included in Operating Expenses and shall be subject to reimbursement under Article 5 hereof to the extent provided therein. Maintenance and repair expenses caused by Tenant’s willful misconduct or negligent acts or omissions shall be paid directly to Landlord by Tenant in accordance with Section 4.4, and shall not constitute an Operating Expense.

8.2 Tenant’s Obligations. Except to the extent expressly the responsibility of Landlord pursuant to Section 8.1 above, Tenant will maintain in good repair, reasonable wear and use and damage from casualty (subject to the provisions of Article 10) excepted, any Building Systems that exclusively serve Tenant, and any Alterations, fixtures and supplemental HVAC units that are dedicated to Tenant’s exclusive use), and at Tenant’s cost and expense, shall make all repairs and replacements necessary to preserve the same in good working order and in a clean, safe and sanitary condition, and will suffer no waste, provided, however, that with respect to any to any equipment that exclusively serves the Premises but is not located within the Premises, Landlord shall provide reasonable access thereto for Tenant and its contractors and agents to perform any required maintenance and complete any required repairs. Tenant shall maintain, at its own expense, in good order, condition and repair to Landlord’s reasonable satisfaction, all plumbing facilities and electrical fixtures and devices (including replacement of all lamps,

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starters and ballasts) located within the Premises. Tenant shall repair, at its cost, all deteriorations or damages to the Property occasioned by its negligent acts or omissions or willful misconduct. If Tenant does not make such repairs to the Building within thirty (30) days following notice from Landlord, Landlord may, but need not, make such repairs, and Tenant shall pay the cost thereof as provided in Section 8.7 hereof.

8.3 Tenant’s Alterations.

8.3.1 Landlord’s Consent to Alterations. Tenant shall not make or permit any improvements, installations, alterations or additions (“Alterations”) in or to the Premises, the Building or the Property that involve or affect the structural portions of the Premises or the Property (the “Building Structure”) or any of the Property’s HVAC, mechanical, electrical, telecommunications, cabling, plumbing or other systems or equipment (the “Building Systems”) or the interior walls or corridors within the Premises without Landlord’s prior written consent, which may be withheld in Landlord’s sole discretion. Tenant may make Alterations to the Premises that do not involve or affect the Building Structure or the Building Systems, subject to Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which is visible from the exterior of the Building, or which would violate any certificate of occupancy for the Building or any other permits or licenses relating to the Building. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations following ten (10) business days’ notice to Landlord, but without Landlord’s prior written consent, to the extent that such Alterations (i) are purely cosmetic in nature (such as painting, carpeting, and the like), (ii) do not affect Building Systems or the Building Structure, (iii) are not visible from the exterior of the Building, and (iv) cost less than $150,000.00 for a particular job of work (“Notice-Only Alterations”).

8.3.2 Construction Standards. All Alterations made by or on behalf of Tenant shall be made and performed: (a) by contractors or mechanics reasonably approved by Landlord, who shall carry liability insurance of a type and in such amounts as Landlord shall reasonably require, naming Landlord and Tenant as additional insureds, (b) in a good and workmanlike manner, (c) so that same shall be at least equal in quality, value, and utility to the original work or installation and shall be in conformity with Landlord’s building standard specifications, as the same may be amended by Landlord and in effect at such time and of which Tenant is given notice, (d) in accordance with all Applicable Laws, and (e) pursuant to plans, drawings and specifications (“Tenant’s Plans”) (except for purely cosmetic Alterations that are not susceptible to plans and comprise Notice-Only Alterations) which have been reviewed and approved by Landlord prior to the commencement of the repairs or replacements and approved by, and filed with, all applicable governmental authorities (the “Construction Standards”). Prior to commencing any Alterations affecting air disbursement from ventilation systems serving Tenant or the Building, including without limitation the installation of Tenant’s exhaust systems, Tenant shall provide Landlord with a third party report from a consultant, and in a form, reasonably acceptable to Landlord, showing that such work will not adversely affect the ventilation systems of the Building (or of any other tenant in the Building) and shall, upon completion of such work, provide Landlord with a certification reasonably satisfactory to Landlord from such consultant confirming that no such adverse effects have resulted from such work.

8.3.4 Security System. Subject to Tenant’s compliance with the provisions of Section 6.5.2 and Section 8.3.2 above, Tenant shall have the right to install, at its expense, a security system to secure the Premises provided that Landlord is given access cards or passwords as required to permit Landlord to enter the Premises in accordance with this Lease. If Tenant desires to have the security system for the Premises to be compatible with the security system installed by Landlord for the Building, Landlord shall provide Tenant and its architect and contractor with such specifications and information as may reasonably be required.

8.4 Tenant’s Property. All trade fixtures, furnishings, equipment and personal property placed in the Premises by Tenant, and all computer, telecommunications or other cabling and wiring and associated conduit installed in the Premises or elsewhere at the Property by or for the benefit of Tenant (collectively, the “Tenant’s Property”) shall be removed by Tenant at the expiration of the Term. Tenant shall, at its cost and expense, repair any damage to the Premises or the Property caused by such

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removal. Any of Tenant’s Property not removed from the Premises prior to the Expiration Date shall, at Landlord’s option, become the property of Landlord. Landlord may remove such Tenant’s Property, and Tenant shall pay to Landlord, Landlord’s cost of removal and of any repairs in connection therewith in accordance with Section 4.4 hereof.

8.5 Ownership and Removal. All additions, fixtures and improvements attached to or installed in or upon the Premises by Tenant or by Landlord shall be Landlord’s property and shall remain upon the Premises at the termination of this Lease without compensation, allowance or credit to Tenant. Notwithstanding the foregoing, Landlord may notify Tenant at the time Landlord grants its consent to any Alterations or Finish Work, that Landlord may require at the Expiration Date, or the sooner date of termination of this Lease, that Tenant, at Tenant’s expense, remove any of the Alterations or Finish Work. If Landlord notifies Tenant that such removal may be required in accordance with the preceding sentence, then Landlord shall notify Tenant at least sixty (60) days prior to the Expiration Date, or if the Lease terminates earlier, within thirty (30) days after such termination, whether Tenant will in fact have to remove such Alterations. If Landlord does not notify Tenant at the time Landlord grants it consent to any Alterations or Finish Work that Landlord may require removal of the same, such Alterations or Finish Work may remain on the Premises at the Expiration Date, or the sooner date of termination of this Lease (subject to the last sentence of this paragraph). If Tenant is required to undertake such removal but fails to do so, then Landlord may remove the same and Tenant shall pay to Landlord the cost of such removal and of any repairs for any damage to the Premises or Property in connection therewith. Any Finish Work funded by the Finish Work Allowance (but expressly excluding any computer, telecommunications, or other cabling) must remain on the Premises at the expiration or earlier termination of the Term unless Landlord otherwise notifies Tenant that it must be removed at least sixty (60) days prior to the expiration of the Term, or, if the Lease terminates earlier, within thirty (30) days after such termination.

8.6 Surrender of Premises; Environmental Assessment.

8.6.1 Surrender of Premises. Upon the expiration or sooner termination of the Term, Tenant will quietly and peacefully surrender to Landlord the Premises in as good condition as when Tenant took possession, ordinary wear and tear and damage by fire or other casualty excepted, and otherwise as is required in Article 8.

8.6.2 Environmental Assessment. Prior to the expiration of the Lease (or within thirty (30) days after any earlier termination), Tenant shall clean and otherwise decommission all interior surfaces (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing in or exclusively serving the Premises, and all exhaust or other ductwork in or exclusively serving the Premises, in each case that has carried, released or otherwise been exposed to any Hazardous Substances due to Tenant’s use or occupancy of the Premises, and shall otherwise clean the Premises so as to permit the Environmental Assessment called for by this Section 8.6.2 to be issued. Prior to the expiration of this Lease (or within thirty (30) days after any earlier termination), Tenant, at Tenant’s expense, shall obtain for Landlord an Environmental Assessment addressed to Landlord (and, at Tenant’s election, Tenant) by a reputable licensed environmental engineer or industrial hygienist that is designated by Tenant and acceptable to Landlord in Landlord’s reasonable discretion, which report shall be based on the environmental engineer’s inspection of the Premises and shall state, to Landlord’s reasonable satisfaction, that (a) the Hazardous Substances described in the first sentence of this paragraph, to the extent, if any, existing prior to such decommissioning, have been removed in accordance with Applicable Laws; (b) all Hazardous Substances described in the first sentence of this paragraph, if any, have been removed in accordance with Applicable Laws from the interior surfaces of the Premises (including floors, walls, ceilings, and counters), piping, supply lines, waste lines and plumbing, and all such exhaust or other ductwork in the Premises, may be reused by a subsequent tenant or disposed of in compliance with Applicable Laws without incurring special costs or undertaking special procedures for demolition, disposal, investigation, assessment, cleaning or removal of such Hazardous Substances and without giving notice in connection with such Hazardous Substances; and (c) the Premises may be reoccupied for office, research and development, or laboratory use, demolished or renovated without incurring special costs or undertaking special procedures for disposal, investigation, assessment, cleaning or removal of Hazardous Substances described in the first sentence of this paragraph and without giving notice in connection with Hazardous Substances. Further, for purposes of clauses (b) and (c), “special costs” or “special procedures” shall mean costs or procedures, as the case may be, that would not be incurred but for the nature of the Hazardous Substances as Hazardous Substances instead of non-hazardous materials. The report shall also include reasonable detail

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concerning the clean-up measures taken, the clean-up locations, the tests run and the analytic results. Tenant shall submit to Landlord the identity of the applicable consultants and the scope of the proposed Environmental Assessment for Landlord’s reasonable review and approval at least 30 days prior to commencing the work described therein or at least 60 days prior to the expiration of the Term, whichever is earlier.

If Tenant fails to perform its obligations under this Section 8.6.2, without limiting any other right or remedy, Landlord may, on ten (10) business days’ prior written notice to Tenant perform such obligations at Tenant’s expense if Tenant has not commenced to do so within said ten (10) business day period, and Tenant shall within 30 days of written demand reimburse Landlord for all reasonable out-of-pocket costs and expenses incurred by Landlord in connection with such work. Tenant’s obligations under this Section 8.6.2 shall survive the expiration or earlier termination of this Lease. In addition, at Landlord’s election, Landlord may inspect the Premises and/or the Property for Hazardous Substances at Landlord’s cost and expense prior to the earlier of (i) occupancy or use by any other party or the commencement of any demolition or tenant improvement work for occupancy by any other party, or (ii) within sixty (60) days of Tenant’s surrender of the Premises at the expiration or earlier termination of this Lease. Tenant shall pay for all such costs and expenses incurred by Landlord in connection with such inspection if such inspection reveals that a release or threat of release of Hazardous Substances exists at the Property or Premises as a result of the acts or omission of Tenant, its officers, employees, contractors, and agents (except to the extent resulting from (i) Hazardous Substances existing in the Premises as at the delivery of possession to Tenant (in which event Landlord shall be responsible for any Clean-up, as provided in this Lease), or (ii) the acts or omissions of Landlord or Landlord’s agents, employees or contractors).

8.7 Tenant’s Failure to Maintain. If Landlord gives Tenant written notice of the necessity of any repairs or replacements required to be made under Section 8.2 and Tenant fails to commence diligently to cure the same within thirty (30) days thereafter (except that no notice will be required in case of any emergency repair or replacement necessary to prevent substantial damage or deterioration), Landlord, at its option and in addition to any other remedies, may proceed to make such repairs, replacements or maintenance and the expenses incurred by Landlord in connection therewith plus five percent (5%) thereof for Landlord’s supervision, shall be due and payable from Tenant in accordance with Section 4.4 hereof, as Additional Rent; provided, that, Landlord’s making any such repairs or replacements shall not be deemed a waiver of Tenant’s default in failing to make the same.

8.8 Signs. Landlord shall install, at Landlord’s expense, Tenant’s name on the multi-tenant Building directory located in the main lobby. Tenant may place, at Tenant’s cost, (a) a sign in the elevator lobby identifying Tenant on any full floor portion of the Premises, subject to the provisions hereof governing Alterations; and (b) a sign within the Premises identifying Tenant that is visible from the elevator lobby on any multi-tenant floor of the Premises (excluding any floors consisting solely of storage or mechanical areas), subject to Landlord’s reasonable approval of the location, size and design thereof (such sign to be consistent with Landlord’s standards for similar signage in the Building) and the provisions hereof governing Alterations. So long as the Premises consists of at least one full floor in the Building, Tenant is entitled to place its name (but not its corporate logo) on a multi-tenant Building monument sign to be installed on the Property by Landlord, subject to Applicable Laws. Other than as expressly described in this Section 8.8, Tenant shall not place any signage on the exterior of the Premises, and Tenant shall not place any signage on the inside of the Premises that is visible from the exterior of the Premises.

ARTICLE 9 INSURANCE

9.1 Insurance.

9.1.1 Tenant’s Insurance. Tenant, at its own expense, shall provide and keep in force with companies which are rated A/XV or better by A.M. Best Company and licensed in the Commonwealth of Massachusetts: (a) combined single limit commercial general liability insurance insuring against liability for personal injury and property damage, including contractual liability, in the amount of $1,000,000.00 per occurrence/$2,000,000.00 annual aggregate limit, with $5,000,000.00 of excess liability coverage through umbrella insurance (which umbrella coverage shall be on a ‘following-form’ basis); (b) “Special Form” property insurance, including standard fire and extended coverage insurance, in amounts necessary to provide replacement cost coverage, for Tenant’s Property, machinery, electronic data and any Alterations in which Tenant has an insurable property interest, including, without limitation, vandalism and malicious mischief and sprinkler leakage coverage, and “all

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risk” Builder’s Risk insurance, completed value, non-reporting form at any time that Tenant has commenced construction of any leasehold improvements or any Alterations, and at any time any other construction activities are underway at the Premises; (c) plate glass insurance for the Premises (if applicable); (d) Workers’ Compensation Insurance in statutory limits as required by applicable law including $1,000,000.00 Employer’s Liability Coverage Each Accident/Disease Policy Limit/Disease Each Employee; and (e) any other insurance reasonably required by Landlord so long as the same is consistent with requirements for similar tenants in comparable buildings. At Landlord’s request, the amounts and kinds of insurance coverages described herein may be reasonably increased or expanded to reflect amounts and coverages then typically being carried for similar business operations in institutionally owned or financed properties in the same market as the Building.

9.2 Delivery of Policies. Each such insurance policy shall: (a) be provided in form, substance and amounts (where not above stated) reasonably satisfactory to Landlord and to Landlord’s Mortgagee; (b) specifically include the liability assumed hereunder by Tenant (provided that the amount of such insurance shall not be construed to limit the liability of Tenant hereunder); (c) shall provide that it is primary insurance, and not excess over or contributory with any other valid, existing and applicable insurance in force for or on behalf of Landlord; and (d) provide that Landlord shall be given ten (10) days’ written notice prior to any cancellation of coverage for non-payment of premium and thirty (30) days’ written notice prior to any other cancellation or change of coverage (or, if such notice is not available from the insurer, Tenant covenants that it shall provide Landlord with such notice). Tenant shall deliver policies of such insurance or certificates thereof to Landlord on or before the Commencement Date, and thereafter prior to the expiration dates of expiring policies. All such insurance certificates shall provide that Landlord, its mortgagees, any ground lessors and Landlord’s managing agent shall each be named as an additional insured. In the event Tenant shall fail to procure such insurance, or to deliver such policies or certificates, Landlord may, at its option, procure same for the account of Tenant upon ten (10) days’ prior written notice to Tenant, and the cost thereof shall be paid to Landlord as Additional Rent within five (5) days after delivery to Tenant of bills therefor. Tenant’s compliance with the provisions of this Article 9 shall in no way limit Tenant’s liability under any of the other provisions of this Lease.

9.3 Increased Insurance Risk. Tenant shall not do or permit anything to be done, or keep or permit anything to be kept in the Premises, which would: (a) be in violation of any Applicable Laws, (b) invalidate or be in conflict with the provision of any fire or other insurance policies covering the Property or any property located therein, to the extent Tenant has been made aware of the same, (c) result in a refusal by fire insurance companies of good standing to insure the Property or any such property in amounts required by Landlord’s Mortgagee (as hereinafter defined) or reasonably satisfactory to Landlord, or (d) cause any increase in the fire insurance rates applicable to the Property or property located therein at the beginning of the Term or at any time thereafter. In the event that any particular use of the Premises by Tenant (as opposed to for the Permitted Use, generally) increases such cost of insurance, Landlord shall give Tenant written notice of such increase and a reasonable opportunity to cure its use to prevent such increase; provided, however, if Tenant fails to do so, Tenant shall pay such increased cost to Landlord in accordance with Section 4.4 hereof. Acceptance of such payment shall not be construed as a consent by Landlord to Tenant’s such use, or limit Landlord’s remedies under this Lease. Landlord hereby agrees that Tenant’s use of the Premises for the Permitted Use, generally, as opposed to Tenant’s particular use, shall not hereafter subject Tenant to any increased obligations or liability in accordance with this Section 9.3.

9.4 Indemnity. Subject to Section 9.7, except to the extent caused by the negligence or willful misconduct of Landlord or any of its employees, officers, contractors or agents, Tenant shall defend with counsel approved by Landlord in Landlord’s reasonable discretion (Landlord acknowledging that counsel appointed by Tenant’s insurer is acceptable), indemnify and hold harmless Landlord, its affiliates, and their respective employees, officers, directors, partners, members and shareholders, the property manager, and Mortgagees of the Property, from and against any and all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or judgments of any nature arising from or with respect to (a) any injury to or death of any person or damage to or loss of property in or on the Premises or connected with the use, condition or occupancy of any thereof, (b) any act, omission, fault, misconduct, negligence or violation of applicable laws and regulations by Tenant or any Tenant Parties, including without limitation on account of any construction or other work by Tenant on or about the Premises pursuant to Article 8 or otherwise, or (c) any Hazardous Substances or other pollutants brought, generated, stored, used, installed, disposed of,

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spilled, released, emitted or discharged on, in or from the Premises or the Property, or allowed, permitted or suffered to be brought, generated, stored, used, installed, disposed of, spilled, released, emitted or discharged thereon, therein or therefrom, by Tenant or any Tenant Parties, in violation of Section 7.6 or otherwise.

Subject to Section 9.7, except to the extent resulting from the negligence or willful misconduct of Tenant or any person claiming by, through, or under Tenant, Landlord shall defend with counsel approved by Tenant in Tenant’s reasonable discretion (Tenant acknowledging that counsel appointed by Landlord’s insurer is acceptable), indemnify and hold harmless Tenant, all employees, officers, directors, partners, members and shareholders of Tenant from and against any and all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or judgments of any nature arising from or with respect to Landlord’s or any of Landlord’s employees’, officers’, contractors’, or agents’ negligence or willful misconduct resulting in personal injury or bodily harm.

9.5 Tenant’s Use and Occupancy. Tenant’s use and occupancy of the Premises and the Property and use by all Tenant Parties, and all Tenant’s and said parties’ furnishings, fixtures, equipment, improvements, materials, supplies, inventory, effects and property of every kind, nature and description which, during the continuance of this Lease or any occupancy of the Premises by Tenant or anyone claiming under Tenant, may be in, or on the Premises, shall be at Tenant’s and said parties’ sole risk and hazard. Except to the extent resulting from Landlord’s, or its employees or contractor’s, negligence or willful misconduct (and subject to the provisions of Section 9.7), Landlord shall not be liable to Tenant or any other party for injury to or death of any person or damage to or destruction of any property in, or on the Premises, nor for any interruption in Tenant’s use of the Premises or the conduct of its business therein, nor for any other losses, damages, costs, expenses or liabilities whatsoever, including without limitation where caused by fire, water, explosion, collapse, the leakage or bursting of water, steam, or other pipes, any environmental or other condition in, or on the Premises, or any other event, occurrence, condition or cause, except to the extent caused by the negligence or willful misconduct of Landlord, its agents, employees or contractors. It is Tenant’s responsibility to maintain insurance against any such loss or casualty.

9.6 Landlord’s Insurance. Landlord shall carry reasonable insurance coverages in such amounts as Landlord reasonably determines is necessary or as is required by any Mortgagee provided they are commonly carried by similar landlords of similar buildings in the area. Landlord may use blanket or excess umbrella coverage to satisfy any of the requirements of this Section 9.6.

9.7 Waiver of Subrogation Rights.

9.7.1 Mutual Waiver. Notwithstanding anything contained in this Lease to the contrary, Landlord and Tenant hereby agree and hereby waive any and all rights of recovery against each other for loss or damage occurring to the Premises or the Property or any of Landlord’s or Tenant’s Property contained therein regardless of the cause of such loss or damage to the extent that the loss or damage is covered by the injured party’s insurance or the insurance the injured party is required to carry under this Lease, whichever is greater (including deductibles under such policies). This waiver also applies to each party’s directors, officers, employees, shareholders, and agents.

9.7.2 Insurance Policy Coverage. Each party will assure that its property, commercial general liability and umbrella insurance permits waiver of liability and contains a waiver of subrogation. Each party shall secure an appropriate clause in, or an endorsement to, each such insurance policy obtained by or required to be obtained by Landlord or Tenant, as the case may be, under this Lease, pursuant to which the insurance company: (a) waives any right of subrogation against Landlord or Tenant as the same may be applicable, or (b) permits Landlord or Tenant, prior to any loss to agree to waive any claim it might have against the other without invalidating the coverage under the insurance policy. If, at any time, the insurance carrier of either party refuses to write (and no other insurance carrier licensed in Massachusetts will write) insurance policies which consent to or permit such release of liability, then such party shall notify the other party and upon the giving of such notice, this Section 9.7.2 shall be void and of no effect.

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ARTICLE 10 CASUALTY

10.1 Damage or Destruction.

10.1.1 Landlord’s Repair Obligation. Tenant shall give prompt notice to Landlord of any damage by fire or other casualty (a “Casualty”) to the Premises or any portion thereof. During the sixty (60)-day period following the occurrence of a Casualty (the “Notice Period”), Landlord will notify Tenant of Landlord’s estimate (the “Landlord’s Estimate”) of the period of time required to complete the restoration work. In the event that the Premises, or any part thereof, or access thereto, shall be so damaged or destroyed by fire or other insured Casualty that Tenant shall not have reasonably convenient access to the Premises or any material portion of the Premises shall thereby be otherwise rendered unfit for use and occupancy by the Tenant for the purposes set forth in Section 7.1, and if in the judgment of the Landlord the damage or destruction may be repaired within three hundred sixty-five (365) days with available insurance proceeds, then the Landlord shall so notify the Tenant and shall repair such damage or destruction as provided in Section 10.4 hereof with reasonable diligence, subject to the limitations, if any, of Applicable Laws. If in the judgment of the Landlord the Premises, or means of access thereto, cannot be repaired within three hundred sixty-five (365) days after the elapse of the Notice Period with available insurance proceeds, then either party shall have the right to terminate the term of this Lease by giving written notice of such termination to the other party within the period of forty-five (45) days after the delivery of Landlord’s Estimate. If the reconstruction period estimated by Landlord is more than three hundred sixty five (365) and neither party terminates this Lease on account thereof, subject to Landlord’s receipt of sufficient insurance proceeds, Landlord shall repair such damage or destruction as provided in Section 10.4 hereof with reasonable deliveries subject to the limitations, if any, of Applicable Laws to be the period so estimated by Landlord.

10.1.2 Failure to Complete Repairs; Rights of Termination. If Landlord is obligated, or elects to repair the damage to the Premises and fails to substantially complete the repairs within the longer of the period of time required or permitted by this Section 10.1 or the time set forth in Landlord’s Estimate plus a contingency period equal to 10% of the time set forth in Landlord’s Estimate (as the same may be reasonably extended due to any delay caused by Force Majeure) (the “Reconstruction Period”) then, Tenant shall have the right to terminate this Lease by delivery of written notice to Landlord not later than twenty (20) days following the end of the Reconstruction Period.

10.2 Abatement of Rent. Base Rent and Additional Rent shall not be abated or suspended if, following any Casualty, Tenant shall continue to have reasonably convenient access to the Premises and the Premises are not rendered unfit for use and occupancy. If Tenant shall not have reasonably convenient access to the Premises or any portion of the Premises shall be otherwise rendered unfit for use and occupancy by the Tenant for the purposes set forth in Section 7.1 by reason of such Casualty, then Rent shall be equitably suspended or abated relative to the portion of the Premises that cannot be used by Tenant for any of its business operations, effective as of the date of the Casualty until Landlord has (a) substantially completed the repair of the Premises and the means of access thereto, and (b) has delivered notice thereof to Tenant.

10.3 Events of Termination. Notwithstanding the provisions of this Article 10, if, prior to or during the Term the Property shall be so damaged by Casualty that, in Landlord’s reasonable estimate, the cost to repair the damage will be more than twenty-five percent (25%) of the replacement value of the Building (whether or not the Premises shall have been damaged or rendered untenantable), then, in such event, Landlord, may give to Tenant, within ninety (90) days after such Casualty, a sixty (60) days’ notice of the termination of this Lease and, in the event such notice is given, this Lease and the term shall terminate upon the expiration of such sixty (60) days with the same effect as if such date were the Expiration Date. If more than twenty-five percent (25%) of the gross rentable area of the Premises shall be wholly or substantially damaged or destroyed by Casualty at any time during the last twelve (12) months of the Term and the restoration period will exceed at least one half of the then-remaining Term, either Landlord or Tenant may terminate this Lease by delivery of written notice of such termination to the other party within thirty (30) days after the occurrence of such damage. Upon the occurrence of a termination of this Lease pursuant to this Article 10, Tenant shall pay to Landlord, out of any insurance proceeds received by Tenant with respect to its Alterations, Finish Work, or other improvements in the Premises, an amount equal to the unamortized Finish Work Allowance, amortized on a straight line basis over the initial term of the Lease with interest at the rate of 9%.

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10.4 Scope of Landlord’s Repairs. In the event Landlord elects or shall be obligated to repair or restore any damage or destruction to the Premises pursuant to this Article 10, Landlord shall not be obligated to restore or replace Tenant’s Property, Tenant’s Alterations, or the Finish Work, which shall be restored or replaced by Tenant at Tenant’s sole cost and expense. No damages, compensation or claim shall be payable by the Landlord to Tenant, or any other person, by reason of inconvenience, loss of business or annoyance arising from any damage or destruction, or any repair thereof, as is referred to in this Article 10.

ARTICLE 11 CONDEMNATION

11.1 Entire Condemnation. In the event that the whole of the Premises shall be taken under the power of eminent domain or by any proceeding for taking for public or quasi-public use (a “Condemnation”), this Lease and the term and estate hereby granted shall automatically terminate as of the earlier of the date of the vesting of title or the date of dispossession of Tenant as a result of such taking.

11.2 Partial Condemnation.

11.2.1 Effect of Partial Condemnation. In the event that only a part of the Premises shall be taken by Condemnation and the remaining Premises are suitable for the Permitted Use without material interference with Tenant’s business operations and Tenant shall have reasonable, convenient access to and from the Premises, the Term shall expire as to that portion of the Premises condemned effective as of the date of the vesting of title in the condemning authority, and this Lease shall continue in full force and effect as to the part of the Premises not so taken. In the event of a partial Condemnation of the Premises which results in a lack of reasonable, convenient access to and from the Premises or which results in insufficient space for Tenant to carry on its business without material interference with its business, Tenant shall have the right to terminate this Lease if Landlord cannot relocate Tenant to comparable space elsewhere in the Property following the effective date of the Condemnation.

11.2.2 Landlord’s Option to Terminate. In the event that a part of the Property shall be subject to Condemnation (whether or not the Premises are affected), Landlord may, at its option, terminate this Lease as of the date of such vesting of title, by notifying Tenant in writing of such termination within ninety (90) days following the date on which Landlord shall have received notice of the vesting of title in the condemning authority if in Landlord’s reasonable opinion: (a) a substantial alteration or reconstruction of the Property (or any portion thereof) shall be necessary or appropriate, or (b) the portion of the Property so condemned has the effect of rendering the remainder of the Property uneconomic to maintain.

11.2.3 Landlord’s Repair Obligations. In the event that this Lease is not terminated in accordance with Section 11.2.2 hereof, Landlord shall, upon receipt of the award in condemnation, make all necessary repairs or alterations to the Building in which the Premises are located so as to constitute the remaining Premises a complete architectural unit to the extent feasible and permitted by Applicable Laws, but Landlord shall not be required to spend for such work an amount in excess of the amount received by Landlord as damages for the part of the Premises so taken. “Amount received by Landlord” shall mean that part of the award in condemnation which is free and clear to Landlord of any collection by Mortgagees and after payment of all costs involved in collection, including but not limited to attorney’s fees. Tenant, at its own cost and expense, shall restore all exterior signs, trade fixtures, equipment, furniture, furnishings and other installations of personalty of Tenant which are not taken to as near its former condition as the circumstances will permit. In the event of a partial taking, all provisions of this Lease shall remain in full force and effect.

11.3 Temporary Taking. If there is a taking of the Premises for temporary use arising out of a temporary emergency or other temporary situation, this Lease shall continue in full force and effect, and Tenant shall continue to comply with Tenant’s obligations under this Lease, except to the extent compliance shall be rendered impossible or impracticable by reason of the taking, and Tenant shall be entitled to the award for its leasehold interest.

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11.4 Condemnation Awards. Except as provided in the preceding Section 11.3, Landlord shall be entitled to the entire award in any condemnation proceeding or other proceeding for taking for public or quasi-public use, including, without limitation, any award made for the value of the leasehold estate created by this Lease. No award for any partial or entire taking shall be apportioned, and Tenant hereby assigns to Landlord any award that may be made in such condemnation or other taking, together with any and all rights of Tenant now or hereafter arising in or to same or any part thereof; provided, however, that nothing contained herein shall be deemed to give Landlord any interest in or to require Tenant to assign to Landlord any award made to Tenant specifically for its relocation expenses or the taking of Tenant’s Property provided that such award does not diminish or reduce the amount of the award payable to Landlord.

11.5 Proration. In the event of a partial condemnation or other taking that does not result in a termination of this Lease as to the entire Premises, then the Base Rent and Tenant’s Share shall be adjusted in proportion to that portion of the Premises taken by such condemnation or other taking.

ARTICLE 12 ASSIGNMENT AND SUBLETTING

12.1 Assignment and Subletting. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, encumber or otherwise transfer this Lease or any interest herein directly or indirectly, by operation of law or otherwise, or sublet the Premises or any part thereof, or permit the use or occupancy of the Premises by any party other than Tenant (each, a “Transfer”), in each case without Landlord’s prior written consent (except as set forth below with respect to a Permitted Transfer). Notwithstanding the foregoing to the contrary, Landlord shall not unreasonably withhold, delay or condition its consent to a sublet of the Premises or an assignment of this Lease, provided that (a) Tenant shall deliver to Landlord prior written notice of such proposed transfer together with such related information as Landlord shall reasonably request, (b) no Event of Default under this Lease shall have occurred and be continuing, (c) the financial worth and creditworthiness of the proposed transferee with respect to any assignment or any sublet of more than 50% of the Premises shall not be less than that of Tenant both as of the date of execution of this Lease and the date of such proposed Transfer, based upon audited financial statements or equivalent financial information, and shall for all other sublets be sufficient to meet the obligations of the applicable sublease; (d) Tenant shall remain fully liable under this Lease and the transferee shall be jointly and severally liable with Tenant for all such obligations; and (e) such transferee (in the event of an assignment) shall agree directly with Landlord to be bound by all of the obligations of Tenant hereunder pursuant to an assumption agreement reasonably satisfactory to Landlord, including, without limitation, the obligation to pay all Rent and other charges due under this Lease. If at any time or from time to time during the Term, Tenant desires to effect a Transfer, Tenant shall deliver to Landlord written notice (a “Transfer Notice”) setting forth the terms of the proposed Transfer and the identity of the proposed assignee or subtenant (each, a “Transferee”). Tenant shall also deliver to Landlord with the Transfer Notice an acceptable assumption agreement for Tenant’s obligations under this Lease (in the case where the Transfer is a proposed assignment of this Lease) together with all relevant information reasonably requested by Landlord concerning the proposed Transferee to assist Landlord in making an informed judgment regarding the Transferee’s proposed use of the Premises (which use must be permitted by Applicable Laws), and the financial responsibility, creditworthiness, reputation, and business experience of the Transferee. The direct or indirect transfer of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant in one or more related transactions shall be treated as if such Transfer were an assignment of this Lease. The direct or indirect transfer of less than a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant shall not be treated as if such Transfer were an assignment of this Lease unless part of a series of transactions intended to transfer a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant. Notwithstanding anything in this Article 12 to the contrary, the issuance or transfer of equity interests in Tenant or any entity holding a direct or indirect interest in Tenant on a nationally recognized public stock exchange shall not be deemed an assignment within the meaning of this Section 12.1.

12.2 Landlord’s Options. Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty (20) days after Landlord’s receipt of a Transfer Notice accompanied by the other information described in Section 12.1, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) in the event of (i) a proposed assignment of the Lease or (ii) a sublease of more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Term, terminate the Lease as of the proposed effective date of the Transfer set forth in

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Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten (10) business days of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease).

If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above, Tenant shall surrender possession of the Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the Lease.

12.3 Additional Conditions. Tenant shall not offer to make, or enter into negotiations with respect to any Transfer to: (a) any tenant of the Property or any entity owned by, or under the common control of, whether directly or indirectly, a tenant in the Building unless there is no competing space then available for leases therein; or (b) any bona fide prospective tenant with whom Landlord is then negotiating with respect to other space in the Building; or (c) any party which would be of such type, character, or condition as to be inappropriate as a tenant for the Building.

12.4 No Release. Landlord’s consent to a Transfer or any Transfer permitted without Landlord’s consent shall not release Tenant of Tenant’s obligations under this Lease and this Lease and all of the obligations of Tenant under this Lease shall continue in full force and effect as the obligations of a principal (and not as the obligations of a guarantor or surety). From and after any assignment, the Lease obligations of the Transferee and of the original Tenant named in this Lease shall be joint and several. No acceptance of Rent by Landlord from or recognition in any way of the occupancy of the Premises by a Transferee shall be deemed a consent to such Transfer, or a release of Tenant from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by Landlord to a particular Transfer shall not relieve Tenant from the requirement of obtaining the consent of Landlord to any further Transfer. Each violation of any of the covenants, agreements, terms or conditions of this Lease, whether by act or omission, by any of Tenant’s permitted Transferees, shall constitute a violation thereof by Tenant. In the event of a default by any Transferee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor.

12.5 Transfer Profit. Tenant shall pay to Landlord, as Additional Rent, an amount (the “Transfer Profit”) equal to fifty percent (50%) of any rent and other economic consideration received by Tenant as a result of any Transfer (other than Permitted Transfers) which exceeds, in the aggregate: (a) the total of the remaining rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) plus (b) any reasonable hard and soft costs for any demising and/or fit up work, any rental concessions (including free rent periods), brokerage commissions and attorneys’ fees actually paid by Tenant in connection with such Transfer amortized on a straight-line basis over the term of the Transfer (specifically excluding moving or relocation costs paid to the Transferee). Tenant shall pay such Transfer Profit to Landlord on a monthly basis within thirty (30) days after receipt thereof, without affecting or reducing any other obligations of Tenant hereunder. Each such payment shall be sent with a detailed statement certified by the CFO of Tenant. Landlord agrees that reasonable amounts paid by a subtenant to Tenant for services rendered by Tenant or use of Tenant’s personal property, such as computers and office furniture or lab equipment, in good faith and not in avoidance of the provisions of this paragraph, shall not be includable in sublease rents.

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12.6 Permitted Transfers. Notwithstanding the above, provided no Event of Default has occurred and is then continuing, then Tenant shall have the right to assign this Lease or sublet the Premises without Landlord’s consent (a “Permitted Transfer”), but with no less than thirty (30) days’ prior notice to Landlord, to (i) any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Tenant, including any working partnership for shared research or other collaborative purposes that is under Tenant’s control (any of the foregoing, an “Affiliated Company”), or (ii) any entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s stock or assets are transferred (any of the foregoing, a “Successor Entity”); provided, however, that in any such event: (a) use of the Premises shall be for the Permitted Use; (b) in the event of any Permitted Transfer to a Successor Entity or that is an assignment to an Affiliate, the assignee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the greater of the Net Worth of Tenant on the date of execution of this Lease and on the day that is three (3) months prior to the effective date of such assignment, and Landlord has been provided with financial statements or evidence otherwise reasonably satisfactory to Landlord of the same; (c) any such assignment under clauses (i) or (ii) above shall be for an independent business purpose and not a means to circumvent the provisions of this Article 12, and (d) the purpose or result of such Transfer shall not be to liquidate or substantially reduce the net worth of Tenant or such assignee. For the purposes of this Section 12.6, the term “control” shall mean the direct or indirect ownership of 50% or more of an entity and the ability to control the day-to-day operations of such entity whether through the board of directors or otherwise.

ARTICLE 13 DEFAULTS AND REMEDIES

13.1 Events of Default. The occurrence of any one or more of the following events shall constitute an event of default (each, an “Event of Default”) hereunder:

13.1.1 Nonpayment of Base Rent or Additional Rent. Failure by Tenant to pay any installment of Base Rent, Additional Rent or any other amount, deposit, reimbursement or sum due and payable hereunder, upon the date when said payment is due provided, however, on the first (1st) and second (2nd) occasions only during any twelve (12) month period (provided that the second occasion is not with respect to a similar payment obligation with respect to Base Rent or any other regularly scheduled monthly payment by Tenant on the next succeeding date due), Landlord shall furnish Tenant with written notice of such failure and permit Tenant a five (5) business day period to cure such failure.

13.1.2 Certain Obligations. Failure by Tenant to perform, observe or comply with the obligation to provide a Letter of Credit or other security when required under Section 4.6 (“Security Deposit”), discharge or bond over a lien when required under Section 7.5 (“No Liens”), and obtain Landlord’s prior consent to a Transfer where required under Article 12 (“Assignment and Subletting”) of this Lease.

13.1.3 Other Obligations. Failure by Tenant to perform any non-monetary obligation, agreement or covenant under this Lease other than those matters specified in Section 13.1.2, and such failure continues for thirty (30) days after written notice by Landlord to Tenant of such failure; provided, however, that if the nature of Tenant’s obligation is such that more than thirty (30) days are required for performance, then Tenant shall not be in default if Tenant commences performance within such thirty (30)-day period and thereafter diligently and continuously prosecutes the same to completion.

13.1.4 Assignment; Receivership; Attachment. (a) The making by Tenant of any arrangement or assignment for the benefit of creditors; (b) the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (c) the attachment, execution, or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where such seizure is not discharged within thirty (30) days.

13.1.5 Bankruptcy. The admission by Tenant in writing of its inability to pay its debts as they become due, the filing by Tenant of a petition in bankruptcy seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding or,

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if within forty-five (45) days after the commencement of any proceeding against Tenant seeking any involuntary reorganization, or arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation by any of Tenant’s creditors, such proceeding shall not have been dismissed.

13.1.6 Abandonment. Abandonment of the Premises by Tenant for a continuous period in excess of thirty (30) days, which for the purposes of this Section, shall mean that (x) the Premises is unoccupied and the lights in the fifth floor elevator lobby are not on during the requisite hours of each day, (y) Tenant is not maintaining the Premises in the condition required by the terms and conditions of this Lease (following expiration of notice and applicable cure periods), and (z) Tenant has not (within applicable notice and cure periods) taken such safety precautions as are reasonably required by the property insurer for the Building to protect against fire and casualty during such period of vacancy; in no event shall abandonment be deemed to occur during any period prior to the completion of the Finish Work, during any Alterations that require vacancy of the Premises, or during any period governed by the provisions of Article 10 and Article 11 of this Lease.

13.2 Remedies. If an Event of Default occurs, Landlord shall have the following rights and remedies, in addition to any and all other rights or remedies available to Landlord in law or equity:

13.2.1 Notice to Quit. Landlord shall have the right to deliver written notice to Tenant to quit possession and occupancy of the Premises and to declare the Lease terminated. Upon Landlord’s termination of this Lease, Tenant shall quit and peaceably surrender the Premises, and all portions thereof, to Landlord, and Landlord shall have the right to receive all rental and other income of and from the same. At Landlord’s election, any written notice of default may also be designated a notice to quit (provided that nothing in this sentence shall be deemed to deny Tenant the right to applicable cure periods set forth in Section 13.1, above).

13.2.2 Right of Re-Entry. Landlord shall have the right, with or without terminating this Lease, to re-enter the Premises and take possession thereof by summary proceeding, eviction, ejectment or otherwise and may dispossess all other persons and property from the Premises. Tenant’s property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant. No re-entry or taking possession of the Premises by Landlord pursuant to this Section 13.2.2 shall be construed as an election to terminate this Lease unless a written notice of such intention is given to Tenant or unless the termination thereof is decreed by a court of competent jurisdiction. Tenant thereby waives all statutory rights, including without limitation the right to a notice to quit, notice before exercise of any prejudgment remedy, and any rights of redemption, all to the extent such rights may be lawfully waived.

13.2.3 Recovery of Rent and Damages. Landlord shall have the right to recover from Tenant all loss of Rent and other payments that Landlord may incur by reason of termination of the Lease, including, without limitation: (a) all Rent and other sums due and payable by Tenant as of the date of termination; (b) all Rent that would otherwise be payable for the remainder of the Term in accordance with the terms of this Lease, as and when due, and Tenant shall indemnify Landlord for the same (such amount to be measured net of the amounts, if any, that Landlord actually receives from a replacement tenant for such period after deducting the costs incurred by Landlord in entering into such transaction, including any free rent, allowances, commissions, costs to undertake any improvements to the Premises, etc., but in no event shall Tenant be entitled to receive any rents paid or payable by such replacement Tenant to Landlord); (c) all of Landlord’s then unamortized costs of special inducements provided to Tenant (including without limitation rent concessions, tenant construction allowances, rent waivers, above building standard leasehold improvements, and the like); (d) the reasonable costs of collecting amounts due from Tenant under the Lease and the costs of recovering possession of the Premises (including reasonable attorneys’ fees and litigation costs); (e) the costs of curing defaults existing at or prior to the date of termination; (f) all “Reletting Expenses” (as defined below); and (g) all Landlord’s other reasonable expenditures arising from the termination. Tenant shall reimburse Landlord for all such items, and the same shall be due and payable immediately from time to time upon notice from Landlord to Tenant that an expense has been incurred, without regard to whether the expense was incurred before or after the termination. Notwithstanding the foregoing, except with respect to Sections 2.2, 6.7 and 7.6 of this Lease, Tenant shall not be liable for any of Landlord’s indirect or consequential damages arising from an Event of Default by Tenant.

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13.2.4 Acceleration of Future Rentals. Following termination of this Lease, Landlord, at its written election, shall be entitled to receive as liquidated damages for all Rent that would otherwise be due and payable pursuant to clause (b) of Section 13.2.3, above, an amount equal to : (x) a lump sum payment representing the then present value of the amount of Rent (determined with a discount rate equal to the Federal Reserve discount rate, or equivalent, plus 2%) that would have been paid in accordance with this Lease for the remainder of the Term minus the then present value of the aggregate fair market rent and additional charges payable for the Premises for the remainder of the Term (if less than the Rent payable hereunder) estimated by Landlord as of the date of termination, and taking into account Landlord’s reasonable projections of vacancy and time required to re-lease the Premises; or (y) a lump sum payment equal to Base Rent at the rate applicable under the Lease at the time of such election for a period equal to the lesser of 12 months or the then-remaining Term as the time of such election. Landlord shall be entitled to recover from Tenant, and Tenant shall pay to Landlord, on demand, such amount as final damages for Tenant’s default with respect to the Rents payable for the remainder of the Term as described above. In the computation of present value, a discount at the then market discount rate as reasonably determined by Landlord shall be employed.

13.2.5 Rents Due After Re-Entry by Landlord. If Landlord re-enters or otherwise takes possession of the Premises without terminating this Lease (but terminating only Tenant’s right of possession in the Premises), then the Lease and Tenant’s liabilities and obligations thereunder shall survive such action. In the event of any such termination of Tenant’s right of possession, whether or not the Premises, or any portion thereof, shall have been relet, Tenant shall pay the Landlord a sum equal to the Rent and any other charges required to be paid by Tenant up to the time of such termination of such right of possession and thereafter Tenant, until the end of the Term, shall be liable to Landlord for and shall pay to Landlord: (a) the equivalent of the amount of the Rent payable under this Lease, less (b) the net proceeds of any reletting effected pursuant to the provisions hereof after deducting all of Landlord’s Reletting Expenses. Tenant shall pay such amounts in accordance with the terms of this Section 13.2.5 as set forth in a written statement thereof from Landlord to Tenant (the “Deficiency”) to Landlord in monthly installments on the days on which the Base Rent is payable under this Lease, and Landlord shall be entitled to recover from Tenant each monthly installment of the Deficiency as the same shall arise. Tenant shall also pay to Landlord upon demand the costs incurred by Landlord in curing Tenant’s defaults existing at or prior to the date of such termination, the cost of recovering possession of the Premises and the Reletting Expenses. Tenant agrees that Landlord may file suit to recover any sums that become due under the terms of this Section from time to time, and all reasonable costs and expenses of Landlord, including attorneys’ fees and costs incurred in connection with such suits shall be payable by Tenant on demand.

13.2.6 Certain Terms Defined. For purposes of this Section 13.2.6, “Reletting Alterations” shall mean all repairs, changes, improvements, alterations or additions made by Landlord in or to the Premises to the extent deemed reasonably necessary by Landlord to prepare the Premises for the re-leasing following an Event of Default; and “Reletting Expenses” shall mean the reasonable expenses paid or incurred by Landlord in connection with any re-leasing of the Premises following an Event of Default, including, without limitation, marketing expenses, brokerage commissions, attorneys’ fees, the costs of Reletting Alterations, tenant allowances and other economic concessions provided to the new tenant.

13.3 Landlord’s Right to Cure Defaults. If the Tenant shall default in the observance or performance of any condition or covenant on Tenant’s part to be observed or performed under or by virtue of any of the provisions of this Lease, and such default continues beyond any applicable notice and cure period or Landlord reasonably determines that an emergency exists, the Landlord, without being under any obligation to do so and without thereby waiving such default, may, after prior written notice (except in the event of an emergency) remedy such default for the account and at the expense of the Tenant. If the Landlord makes any expenditures or incurs any obligations for the payment of money in connection therewith, including but not limited to reasonable attorney’s fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligation incurred and costs, shall be paid upon demand to the Landlord by the Tenant as Additional Rent pursuant to Section 4.4 hereof and if not so

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paid with interest from its due date until paid at the rate that is the lesser of (x) the prime rate of interest as reported by the Bank of America or its successor plus nine percent (9%) per annum, up to a maximum rate of eighteen percent (18%) per annum or (y) the maximum legal rate that Landlord may charge Tenant.

13.4 Disposition of Tenant’s Property. In addition to Landlord’s rights under Section 8.4 hereof, Landlord shall have the right to handle, remove, discard or store in a commercial warehouse or otherwise, at Tenant’s sole risk and expense, any of Tenant’s Property that is not removed by Tenant at the end of the Term. Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay to Landlord, within thirty (30) days of Landlord’s written demand, any and all reasonable expenses incurred in such removal and all storage charges for such property so long as the same shall be in Landlord’s possession or under Landlord’s control.

13.5 Reletting. In connection with any reletting of the Premises following an Event of Default, Landlord shall be entitled to grant such rental and economic concessions and other incentives as may be customary for similar space in the Alewife submarket. After any termination of this Lease on account of an Event of Default of Tenant, Landlord shall use reasonable efforts to relet the Premises, provided that any such reletting may be for any term(s), and may grant market concessions or free rent to the extent that Landlord considers reasonably advisable and necessary to relet the same, Landlord may make such reasonable alterations, repairs and decorations in the Premises as Landlord in its reasonable judgment considers advisable or necessary for the purpose of reletting the Premises, and Landlord shall have no obligation to relet the Premises prior to any other available space in the Building. The making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenant for the Premises until Landlord obtains full and complete possession of the Premises, (ii) relet the Premises before leasing other vacant space in the Building or to show the Premises on a priority basis, or (iii) lease the Premises for a rental less than the current fair market rent then prevailing for similar office space in comparable buildings.

13.6 No Accord and Satisfaction. Landlord may collect and receive any rent due from Tenant, and the payment thereof shall not constitute a waiver of or affect any notice or demand given, suit instituted or judgment obtained by Landlord, or be held to waive, affect, change, modify or alter the rights or remedies that Landlord has against Tenant in equity, at law, or by virtue of this Lease. No receipt or acceptance by Landlord from Tenant of less than the monthly rent herein stipulated shall be deemed to be other than a partial payment on account for any due and unpaid stipulated rent; no endorsement or statement on any check or any letter or other writing accompanying any check or payment of rent to Landlord shall be deemed an accord and satisfaction, and Landlord may accept and negotiate such check or payment without prejudice to Landlord’s rights to (a) recover the remaining balance of such unpaid rent, or (b) pursue any other remedy provided in this Lease.

13.7 Claims in Bankruptcy. Nothing herein shall limit or prejudice the right of Landlord to prove and obtain in proceeding for bankruptcy, insolvency, arrangement or reorganization by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount is greater, equal to or less than the amount of the loss or damage that Landlord has suffered. Without limiting any of the provisions of this Article 13, if pursuant to the Bankruptcy Code, as the same may be amended, Tenant is permitted to assign this Lease in disregard of the restrictions contained in Article 12, Tenant agrees that adequate assurance of future performance by the assignee permitted under the Bankruptcy Code shall mean the deposit of cash security with Landlord in any amount equal to all Rent payable under this Lease for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Landlord, without interest, for the balance of the term as security for the full and faithful performance of all of the obligations under this Lease on the part of Tenant yet to be performed. If Tenant receives or is to receive any valuable consideration for such an assignment of this Lease, such consideration, after deducting therefrom (a) the brokerage commissions, if any, and other expenses reasonably designated by the assignee as paid for the purchase of Tenant’s property in the Premises, shall be and become the sole exclusive property of Landlord and shall be paid over to Landlord directly by such assignee. In addition, adequate assurance shall mean that any such assignee of this Lease shall have a net worth indicating said assignee’s reasonable ability to pay the Rent, and abide by the terms of this Lease for the remaining portion thereof applying commercially reasonable standards.

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13.8 Waiver of Trial By Jury. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LANDLORD AND TENANT HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, BROUGHT BY EITHER AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, OR TENANT’S USE OR OCCUPANCY OF THE PREMISES, OR ANY SUMMARY PROCESS, EVICTION OR OTHER STATUTORY REMEDY WITH RESPECT THERETO. EACH PARTY HAS BEEN REPRESENTED BY, AND HAS RECEIVED THE ADVICE OF, LEGAL COUNSEL WITH RESPECT TO THIS WAIVER.

ARTICLE 14 SUBORDINATION; ATTORNMENT AND RIGHTS OF MORTGAGE HOLDERS

14.1 Subordination. This Lease and all of Tenant’s rights hereunder are, and shall be, subject and subordinate at all times to any mortgages or ground leases (each, a “Mortgage”) which may now exist or hereafter affect the Property, or any portion thereof, in any amount, and to all renewals, modifications, consolidations, replacements, and extensions of such Mortgages, provided that, with respect to any future Mortgage, the holder of such Mortgage (each such holder, a “Mortgagee”) executes and delivers to Tenant a Non-Disturbance Agreement (as hereinafter defined). Landlord shall use commercially reasonable efforts to deliver to Tenant a fully executed Non-Disturbance Agreement in the form attached hereto as Exhibit 14.1 with Landlord’s current Mortgagee, simultaneously with or within a reasonable period following the execution and delivery of this Lease. Landlord shall obtain a Non-Disturbance Agreement from any future Mortgagee seeking to subordinate this Lease, the subordination of this Lease to any future Mortgage being conditioned upon Tenant’s receipt of a Non-Disturbance Agreement from such Mortgagee in the form of Exhibit 14.1 or a substantially similar form (a “Non-Disturbance Agreement”). Any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by giving notice to Tenant, and this Lease shall then be deemed prior to such Mortgage without regard to their respective dates of execution and delivery.

14.2 Attornment by Tenant. In the event that any such first Mortgage is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, at the option of the Mortgagee or the grantee or purchaser in foreclosure, notwithstanding any subordination of any such lien to this Lease, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Tenant covenants and agrees to execute and deliver, within 15 days following delivery of request by Landlord, Mortgagee, or by Landlord’s successor in interest and in the form reasonably requested by Landlord, Mortgagee, or by Landlord’s successor in interest, any additional documents evidencing the priority or subordination of this Lease with respect to the lien of any such first Mortgage, which additional documents shall be satisfactory to Tenant, Landlord, Mortgagee, and Landlord’s successors in interest. Tenant acknowledges and agrees that the form of non-disturbance agreement attached as Exhibit 14.1 is acceptable to Tenant for the purposes of this Section 14.2.

14.3 Limitation of Mortgagees’ Liability. Notwithstanding any other provision of this Lease to the contrary, no Mortgagee shall be obligated to perform or liable in damages for failure to perform any of Landlord’s obligations under this Lease unless and until such Mortgagee shall foreclose such mortgage or otherwise acquire title to or succeed to the interest of Landlord in the Property, and then shall only be liable for Landlord’s obligations arising or accruing after such foreclosure, succession or acquisition of title. Notwithstanding the foregoing or anything to the contrary herein, no Mortgagee succeeding to the interest of Landlord hereunder shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Mortgagee’s prior written consent (other than amendments memorializing the rights of Tenant to exercise an Extension Option or Right of First Offer under the Lease) or responsible for any security deposit not actually received by Mortgagee; (f) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (g) liable for consequential damages; or (h) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder

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as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Mortgagee’s interest in the Property. Provided, nothing in clause (i), above, shall be deemed to relieve any Mortgagee succeeding to the interest of Landlord hereunder of its obligation to comply with the obligations of Landlord under this Lease from and after the date of such succession. Any such Mortgagee’s obligations and liabilities shall in any event be subject to, and holder shall have the benefit of, Section 19.15 hereof. Tenant agrees on written request of Landlord to execute and deliver from time to time any reasonable agreement which may be necessary to implement the provisions of this Section 14.3.

14.4 Estoppel Certificates. Each party agrees, at any time and from time to time, upon not less than 15 days’ prior written notice, execute, acknowledge and deliver a statement certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the date of each such modification), certifying the dates to which the Annual Base Rent and Additional Rent and other charges, if any, have been paid, stating whether or not, to the best knowledge of the party providing such statement, the other party is in default in performance of any of its obligations under this Lease, and, if so, specifying each such default of which the party providing such statement may have knowledge, and such other factual information related to this Lease as the party requesting such statement may reasonably require, it being intended that any such statement delivered pursuant hereto may be relied upon by others with whom the party requesting such certificate may be dealing. Without limiting the generality of the foregoing, Tenant has approved a written estoppel certificate of Tenant in the form attached as Exhibit 14.4 as a commercially reasonable form. It is intended that any such certificate of Tenant delivered pursuant to this Section 14.4 may be relied upon by Landlord and any prospective purchaser or the Mortgagee of any part of the Property.

14.5 Quiet Enjoyment. Provided that no Event of Default exists and is continuing under this Lease, Tenant may peacefully and quietly enjoy the Premises during the Term as against all persons or entities lawfully claiming by or through Landlord; subject, however, to the provisions of this Lease and to the rights of Landlord’s Mortgagee. The foregoing covenant is in lieu of any other covenant of quiet enjoyment, express or implied.

14.6 Mortgagee Approval. Landlord and Tenant hereby agree that this Lease is subject to the review and approval of Landlord’s Mortgagee in accordance with the terms of the mortgage loan documents executed by Landlord in connection with its financing of the Property. Landlord shall submit this Lease to its Mortgagee promptly upon Tenant’s execution and delivery of this Lease to Landlord, and Landlord shall promptly advise Tenant of its Mortgagee’s decision.

ARTICLE 15 NOTICES

15.1 Manner of Notice.

15.1.1 Notices; Addresses. All notices, demands and other communications (“notices”) permitted or required to be given under this Lease shall be in writing and sent by personal service, telecopy transmission (if a copy thereof is also sent on the same day by a nationally recognized overnight courier service), certified mail (postage prepaid) return receipt requested or by a nationally recognized overnight courier service to the following addresses or to such other address as either Landlord or Tenant may designate as its new address for such purpose by notice given to the other in accordance with the provisions of this Section 15.1:

If to Tenant:	Codiak BioSciences, Inc.
(prior to the	500 Technology Square, 9th Floor
Commencement Date)	Cambridge, MA 02139
	Attention: General Counsel
	Attention: Chief Financial Officer
(following the Commencement Date)	at the Premises

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If to Landlord:	DIV 35 CPD, LLC
	c/o The Davis Companies 125 High Street, 21st Floor Boston, MA 02110 Attention: Duncan Gilkey
With copies to:	DIV 35 CPD, LLC
	c/o The Davis Companies 125 High Street, 21st Floor Boston, MA 02110 Attention: General Counsel

15.1.2 Delivery. Notices shall be deemed to have been given (a) when hand delivered (provided that delivery shall be evidenced by a receipt executed by or on behalf of the addressee if delivered by personal service) if personal service is used, (b) on the date of transmission if sent before 4:00 p.m. (Boston time) on a business day when telecopy transmission is used, (c) the sooner of the date of receipt or the date that is three (3) days after the date of mailing thereof if sent by postage pre-paid registered or certified mail, return receipt requested, and (d) one (1) day after being sent by Federal Express or other reputable overnight courier service (with delivery evidenced by written receipt) if overnight courier service is used.

ARTICLE 16 EXTENSION RIGHT

16.1 Right to Extend. Landlord grants Tenant the option to extend this Lease with respect to the entire Premises for one (1) additional period of ten (10) years (the “Extension Period”), subject to each and all of the following terms and conditions (the “Extension Option”):

16.1.1 No Assignment or Sublease. The Extension Option may not be exercised by, or assigned or otherwise transferred to any person or entity voluntarily or involuntarily, except the Tenant named in this Lease or an assignee of Tenant that is a Permitted Transferee. The parties hereto agree that if Tenant assigns any of its interest in this Lease other than to a Permitted Transferee, this Extension Option shall terminate at such time without the need for any act or notice by either party to be effective. Furthermore, Tenant shall have no right to exercise its Extension Option if, at the time of the giving of its Extension Notice or at the commencement of the applicable Extension Period, subleases of more than fifty percent (50%) of the Premises to one or more persons are then in effect (other than with respect to a Permitted Transferee).

16.1.2 Manner of Notice. Tenant shall have delivered to Landlord written notice (the “Extension Notice”) of the exercise of the Extension Option not later than nineteen (19) months prior to the Expiration Date, time being of the essence with respect to the matters set forth in this Article 16. If an Extension Notice is not so delivered, Tenant’s Extension Option shall automatically expire.

16.1.3 Effect of Default. Tenant’s right to exercise the Extension Option shall be suspended at the election of Landlord during any period in which an Event of Default has occurred and is continuing, but the period of time within which the Extension Option may be exercised shall not be extended. Notwithstanding Tenant’s due and timely exercise of the Extension Option, if, after such exercise and prior to the effective date of the Extension Option an Event of Default occurs under this Lease that is not cured within the applicable grace period, if any, Landlord shall have the right to cancel Tenant’s exercise of the Extension Option by delivery of written notice to Tenant.

16.2 New Rent. The Annual Base Rent for the Extension Period shall be equal to the prevailing fair market rental rate for the Extension Period (such prevailing fair market rental rate, the “Market Rent”) for Tenant’s space based on comparable so-called “triple net” lease renewal transactions in comparable first class laboratory buildings in the City of Cambridge as of the commencement of the Extension Period, taking into account all relevant market factors including, without limitation, location, proximity to public transportation, building age, quality, and amenities, nearby retail and dining options, and taking into account market concessions granted in such comparable transactions including, without limitation, free rent periods and improvement allowances. During the Extension Period the Additional Rent shall continue to be payable as provided in the Lease and all of the terms, conditions and covenants of this Lease shall apply.

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16.3 Market Rent Notice. If Tenant properly exercises its Extension Option, Landlord shall provide Tenant with written notice (the “Market Rent Notice”) of the rate of the Market Rent (as determined by Landlord in good faith) no later than 18 months prior to the Expiration Date. Tenant shall respond in writing to Landlord within fifteen (15) days following Landlord’s delivery of its Market Rent Notice (the “Tenant Response Period”) whether Tenant (i) agrees with Landlord’s determination of Market Rent, or (ii) disagrees with Landlord’s determination of Market Rent. If Tenant disagrees with Landlord’s determination of Market Rent, the parties shall attempt, in good faith, to mutually agree upon Market Rent. If Landlord and Tenant are unable to agree upon the Market Rent within 30 days following Landlord’s receipt of Tenant’s response, the determination of Market Rent shall be submitted to a dispute resolution proceeding in accordance with Section 16.4. Tenant’s failure to respond in a timely manner shall be deemed to be Tenant’s agreement with Landlord’s determination of Market Rent. If Tenant agrees with Landlord’s determination of Market Rent, or is deemed to agree, they shall execute an amendment to this Lease confirming the Extension Period, the Annual Base Rent for the Extension Period and any related terms and conditions, but failure to execute such an amendment shall not negate the exercise of the Extension Option.

16.4 Dispute. If Market Rent is determined pursuant to this Section 16.4, the Market Rent shall be determined by the process as set forth below and Landlord and Tenant shall be bound by the results of the process described in Section 16.5. Notwithstanding the submission of the issue of Market Rent to such proceeding, if such Market Rent has not been established pursuant to Section 16.5 prior to the commencement of the Extension Period, Annual Base Rent for the next ensuing Lease Year of the Term shall be paid at the Market Rent established by Landlord in its Market Rent Notice until the process is completed. If, upon completion of the process described in Section 16.5, it is determined that Market Rent is less or more than that set by Landlord, then an adjustment based upon such lower or greater rent shall be made based on the number of months therefor paid by Tenant. In no event shall the extension of the Term be affected by the determination of the Market Rent, such exercise of the Extension Option being fixed at the time at which Tenant delivers the Extension Notice.

16.5 Determination of Market Rent. When the terms of this Lease provide that Market Rent shall be determined by reference to this Section 16.5, the following procedures shall apply:

16.5.1 Selection of Arbitrators. Within five (5) business days following the end of the Tenant Response Period, each of Tenant and Landlord shall choose a real estate broker who has at least fifteen (15) years’ commercial laboratory leasing brokerage experience on behalf of large tenants and/or landlords in the Cambridge, Massachusetts market (an “Advocate Arbitrator”) and shall notify the other party in writing of its selection. Within two (2) business days following appointment of their respective Advocate Arbitrators, each party shall notify the other of such appointment, which notice shall include the name and address of the appointed Advocate Arbitrator and a brief description of such Advocate Arbitrator’s experience and qualifications. If a party does not appoint an Advocate Arbitrator within such five (5) day period, the single Advocate Arbitrator appointed shall be the sole Advocate Arbitrator and shall establish the Market Rent for the Extension Period.

16.5.2 Decision by Advocate Arbitrators. Each Advocate Arbitrator shall make a determination of the Market Rent for the Premises using the guidelines described in Section 16.2, above. If the two determinations differ, the Advocate Arbitrator shall mutually appoint a third Advocate Arbitrator who shall also be a broker meeting the qualifications above and who shall not have been engaged by either party during the three (3) year period immediately prior to his or her appointment (the “Neutral Arbitrator”). Within fifteen (15) business days after the appointment of the Neutral Arbitrator, the Neutral Arbitrator selected pursuant to the terms hereof shall determine the Market Rent for the Premises for the Extension Period and shall designate as the Market Rent the Market Rent selected by one of the Advocate Arbitrators that most closely matches the Market Rent determined by the Neutral Arbitrator, and shall notify Tenant and Landlord of such determination within three (3) business days thereafter, which determination shall be final and binding upon Tenant and Landlord.

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16.5.3 Allocation of Expenses. Each party shall pay the fees and expenses of the Advocate Arbitrator designated by such party, and one-half (1/2) of the expenses of the Neutral Arbitrator.

ARTICLE 17 RIGHT OF FIRST OFFER

17.1 Right of First Offer. Subject to the terms and conditions of this Article 17 and the Exempt Transactions, Tenant shall have a one-time right to lease certain space on the third (3rd) floor and the first (1st) floor as shown on Exhibit 17.1 attached hereto and made a part hereof (such space, the “ROFO Space”). If any portion of the ROFO Space becomes available for lease at any time during the Term, Landlord shall provide written notice of such availability (the “Landlord’s Offer Notice”) to Tenant and Tenant shall have a right of first offer (“Right of First Offer”) to add such ROFO Space to the Premises on the then-existing terms of this Lease, except as otherwise provided in this Article. Landlord’s Offer Notice shall set forth (i) the portion of the ROFO Space being offered to Tenant, with the rentable square footage calculated in a manner consistent with the calculation of the square footage of the initial Premises leased by Tenant hereunder, (ii) Landlord’s quotation of a proposed Base Rent for the ROFO Space, and (iii) the date estimated by Landlord as the anticipated commencement date (the “Anticipated Inclusion Date”) for such ROFO Space. As used in this Article, the term “available for lease” shall mean all or a portion of the ROFO Space in Landlord’s reasonable determination is anticipated to, or becomes, vacant and is not an Exempt Transaction (as defined below).

17.2 Conditions to Exercise. In addition to any other terms or conditions set forth herein, Tenant’s exercise of its Right of First Offer is conditioned upon Tenant’s compliance with the following requirements:

(a) Tenant delivers to Landlord written notice exercising its right to lease the applicable ROFO Space (“Tenant’s ROFO Acceptance Notice”) within ten (10) business days after Tenant’s receipt Landlord’s Offer Notice, it being agreed and acknowledged by the parties hereto that in the event of any failure by Tenant to timely deliver Tenant’s ROFO Acceptance Notice with respect to the ROFO Space, Landlord shall have the right to lease the applicable ROFO Space to any third party upon terms acceptable to Landlord and such third party so long as the net effective rent (taking into account only the Base Rent on a net basis, and any allowances and free rent amortized over the initial term) paid by such third party is no less than 95% of the net effective rent in Landlord’s Offer Notice. If Landlord wishes to lease the ROFO Space for less than ninety-five percent (95%) of the net effective rent contained in Landlord’s Offer Notice, then Landlord shall first re-offer the ROFO Space to Tenant in accordance with this Article 17 with such revised Base Rent and Tenant shall then have five (5) business days within which to elect to lease the ROFO Space on the terms and conditions set forth in this Article 17;

(b) No Event of Default shall have occurred and is then continuing; and

(c) Tenant must lease all of the ROFO Space then being offered by Landlord in Landlord’s Offer Notice, subject to all of the terms in Landlord’s Offer Notice.

17.3 Terms. The following terms shall apply to and govern the lease of the ROFO Space:

(a) Base Rent payable during the term of Tenant’s tenancy of the ROFO Space shall be as set forth in Landlord’s Offer Notice;

(b) The term of Tenant’s tenancy of the ROFO Space shall begin on the date set forth in Landlord’s Offer Notice and end on the expiration date set forth in Landlord’s Offer Notice unless more than five years remain in the Term as of the estimated delivery date of the ROFO Space (as set forth in the Landlord’s Offer Notice) or Tenant otherwise elects to exercise any then-unexercised Extension Option under this Lease simultaneously with the giving of its Tenant’s ROFO Acceptance Notice, in which case the applicable ROFO Space shall be leased for a period that is co-terminus with the remainder of the Premises; and

(c) Other terms and conditions, including, without limitation, the payment by Tenant of Additional Rent and other charges but excluding the provision by Landlord of any rent concession, tenant improvement or other allowance, shall be the same as set forth in this Lease, except as otherwise set forth in Landlord’s Offer Notice.

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17.4 Documentation. If Tenant timely delivers Tenant’s ROFO Acceptance Notice, then, on the commencement date of Tenant’s tenancy of the ROFO Space (the “ROFO Space Commencement Date”), the applicable portion of the ROFO Space shall become part of the Premises, except that Tenant’s Share shall thereafter be a fraction, expressed as a percentage, the numerator of which is rentable area of the Premises including the ROFO Space and the denominator of which is the rentable area of the Building. Within thirty (30) days of receipt from Landlord, Tenant shall execute and deliver to Landlord those instruments Landlord reasonably requests to evidence any lease of ROFO Space under this Article 17 (provided that such instruments are substantially consistent with the terms of the applicable Landlord’s Offer Notice, as affected by the terms of this Article 17). If Tenant shall fail timely to deliver Tenant’s ROFO Acceptance Notice to Landlord, or if Tenant does not timely execute the aforementioned instruments reasonably requested by Landlord (provided the same was accurate), Tenant shall be deemed to have elected to not lease the applicable ROFO Space and Tenant will have no further right to lease the applicable ROFO Space pursuant to this Article 17 until the applicable ROFO Space next becomes available for lease.

17.5 Termination of Right of First Offer. The Right of First Offer granted herein is personal to the Tenant named in this Lease and is non-transferable to any Transferee, other than to a Permitted Transferee. Notwithstanding anything to the contrary contained herein, (a) any assignment of this Lease pursuant to the provisions of this Lease, other than a Permitted Transfer, shall terminate the Right of First Offer contained herein and the same shall be null and void and without recourse to either party hereto, and (b) the Right of First Offer granted hereby shall expire by its own terms nineteen (19) months prior to the expiration of the Term, as may be extended by Tenant pursuant to the terms of Article 16 hereof. Furthermore, Tenant shall have no Right of First Offer, and Landlord shall have no obligation to give Landlord’s Offer Notice, during any period in which subleases of more than fifty percent (50%) of the Premises to one or more persons are then in effect (other than with respect to subleases to a Permitted Transferee).

17.6 Exempt Transactions. In no event shall Tenant’s Right of First Offer under this Article 17 apply to (a) the initial lease of such ROFO Space by Landlord or any renewal or extension of such initial lease, or (b) any renewal or extension by the then existing occupant of the ROFO Space, or (c) rights of other tenants (and their successors and assigns as tenants) that are described on Exhibit 17.6, attached.

ARTICLE 18 ROOFTOP RIGHTS

18.1 Rooftop License. Landlord grants Tenant the appurtenant, non-exclusive license at no additional charge (other than to the extent costs are included in Operating Expenses), but otherwise subject to the terms and conditions of this Lease, to use a portion of the fifth (5th) floor roof and the fifth (5th) floor mechanical area of the Building reasonably designated by Landlord as shown on Exhibit 1.4 (the “Rooftop Installation Area”) to operate, maintain, repair and replace the Generator, HVAC equipment, satellite dishes, microwave dishes, temporary microwave links, or other telecommunications equipment appurtenant to Tenant’s Permitted Use (and not for the benefit of any third party) (collectively, the “Rooftop Equipment”). The exact location and layout of the Rooftop Installation Area shall be approved by Landlord and Tenant in their reasonable discretion and the square footage of the Rooftop Installation Area shall not exceed Tenant’s proportionate share of total rooftop areas made available to tenants in the Building for similar purposes. Any electricity consumed by the Rooftop Equipment shall be separately or check-metered by Tenant and Tenant shall pay all of such costs in the manner applicable to electricity to the Premises under the Lease.

18.2 Installation and Maintenance of Rooftop Equipment. Tenant shall install Rooftop Equipment at its sole cost and expense, at such times and in such manner as Landlord may reasonably designate and in accordance with all of the provisions of this Lease, including without limitation Section 1.4 (relating to the Generator) and Section 8.3. Tenant shall not install or operate Rooftop Equipment until it receives prior written approval of the plans for such work in accordance with Section 8.3. Subject to the provisions of Section 1.4, Landlord may withhold approval if the installation or operation of Rooftop Equipment reasonably would be expected to damage the structural integrity of the Building, and Landlord may condition its approval of Rooftop Equipment upon Tenant’s structural re-enforcement of the roof as reasonably deemed necessary or desirable by Landlord in order to accommodate the Rooftop Equipment.

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Tenant shall cooperate with Landlord as reasonably required to accommodate any base Building equipment or Building systems or for the re-roofing of the Building during the Term and Tenant shall be responsible for any costs associated with working around, moving or temporarily relocating Tenant’s Rooftop Equipment.

Tenant shall engage Landlord’s roofer before beginning any rooftop installations or repairs of Rooftop Equipment, whether under this Article 18 or otherwise, and shall always comply with the roof warranty governing the protection of the roof and modifications to the roof. Tenant shall use commercially reasonable efforts to obtain a letter from Landlord’s roofer following completion of such work stating that the roof warranty remains in effect, so long as Tenant has been provided a copy of the same. Tenant, at its sole cost and expense, shall cause a qualified employee or contractor to inspect the Rooftop Installation Area at least quarterly and as often as recommended by the manufacturer of any Rooftop Equipment and correct any loose bolts, fittings or other appurtenances and shall repair any damage to the roof caused by the installation or operation of Rooftop Equipment. Tenant shall pay Landlord following a written request therefor, with the next payment of Base Rent, (i) all applicable taxes or governmental charges, fees, or impositions imposed on Landlord because of Tenant’s use of the Rooftop Installation Area and (ii) the amount of any increase in Landlord’s insurance premiums as a result of the installation of Rooftop Equipment. All Rooftop Equipment shall be (i) designed and installed in a manner consistent with a first-class laboratory building and in compliance with Applicable Laws, including F.C.C. or other regulations, and (ii) shall be screened in a manner consistent with a first-class laboratory building so as not to be visible from the ground level of the Property.

18.3 Indemnification. To the maximum extent permitted pursuant to Applicable Laws, Tenant agrees that the installation, operation and removal of Rooftop Equipment shall be at its sole risk. Except to the extent caused by the negligence or willful misconduct of Landlord or any of Landlord’s agents, employees, contractors or invitees, but subject to the provisions of Section 9.7, Tenant shall indemnify and defend Landlord and Landlord’s agents and employees against any liability, claim or cost, including reasonable attorneys’ fees, incurred in connection with the loss of life, personal injury, damage to property or business or any other loss or injury arising out of the installation, use, operation, or removal of Rooftop Equipment by Tenant or its employees, agents, or contractors, including any liability arising out of Tenant’s violation of this Article 18. Landlord assumes no responsibility for interference in the operation of Rooftop Equipment caused by other tenants’ equipment, or for interference in the operation of other tenants’ equipment caused by Rooftop Equipment, and Tenant hereby waives any claims against Landlord arising from such interference. The provisions of this paragraph shall survive the expiration or earlier termination of this Lease.

18.4 Removal of Rooftop Equipment. Upon the expiration or earlier termination of this Lease, except as otherwise provided in Section 1.4, Tenant, at its sole cost and expense, shall remove any Rooftop Equipment in accordance with the provisions of this Lease that Landlord has not instructed Tenant must remain by written notice given at least sixty (60) days prior to the Expiration Date (or thirty (30) days following any earlier termination of this Lease) and leave the Rooftop Installation Area in good order and repair, reasonable wear and tear and damage due to casualty excepted. If Tenant does not remove the Rooftop Equipment when so required, Landlord may remove and dispose of it and charge Tenant for all costs and expenses incurred.

18.5 Interference by Rooftop Equipment. Landlord may have granted and may hereafter grant roof rights to other parties, and permit installations on the rooftop by other Building tenants or occupants. If Rooftop Equipment (i) causes physical damage to the structural integrity of the Building, (ii) materially interferes with any telecommunications, mechanical or other systems located at or servicing the Building or any building, premises or location in the vicinity of the Building, (iii) interferes with any other service provided to other tenants in the Building by rooftop installations installed prior to the installation of Rooftop Equipment or (iv) interferes with any other tenant’s business in excess of that permissible under Applicable Laws, including F.C.C. or other regulations (to the extent that such regulations apply and do not require such tenants or those providing such services to correct such interference or damage) (each of (i) through (iv) above being a “Rooftop Interference”), Tenant shall within five (5) business days of written notice of a claim of Rooftop Interference cooperate with Landlord or any other tenant or third party making such claim to determine the source of the Rooftop Interference and effect a prompt solution at Tenant’s expense (if Rooftop Equipment caused such interference or damage). If another tenant’s or occupant’s equipment on the roof interferes with Tenant’s Rooftop Equipment installed prior to such other tenant or occupant’s equipment, Landlord shall take commercially reasonable steps to cause such other tenant or occupant to take reasonable steps to resolve such interference.

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In the event Tenant disputes Landlord’s allegation that Rooftop Equipment is causing a problem with the Building (including, but not limited to, the electrical, HVAC, and mechanical systems of the Building) and/or any other Building tenants’ equipment in the Building, in writing delivered within five (5) business days of receiving Landlord’s written notice claiming such interference, then Landlord and Tenant shall meet to discuss a solution, and if within seven (7) days of their initial meeting Landlord and Tenant are unable to resolve the dispute, then the matter shall be submitted to arbitration in accordance with the provisions set forth below.

The parties shall direct the Boston office of the AAA to appoint an arbitrator who shall have a minimum of ten (10) years’ experience in commercial real estate disputes and who shall not be affiliated with either Landlord or Tenant. Both Landlord and Tenant shall have the opportunity to present evidence and outside consultants to the arbitrator.

The arbitration shall be conducted in accordance with the expedited commercial real estate arbitration rules of the AAA insofar as such rules are not inconsistent with the provisions of this Lease (in which case the provisions of this Lease shall govern). The cost of the arbitration (exclusive of each party’s witness and attorneys’ fees, which shall be paid by such party) shall be borne equally by the parties.

Within ten (10) days of appointment, the arbitrator shall determine whether or not Rooftop Equipment is causing a problem with the Building and/or any other Building tenants’ equipment in the Building, and the appropriate resolution, if any. The arbitrator’s decision shall be final and binding on the parties. If Tenant shall fail to cooperate with Landlord in resolving any such interference or if Tenant shall fail to implement the arbitrator’s decision within ten (10) days after it is issued, Landlord may at any time thereafter (i) declare an Event of Default and/or (ii) relocate the item(s) of Rooftop Equipment in dispute in a manner consistent with the arbitral decision.

18.6 Relocation of Rooftop Equipment. Based on Landlord’s good faith determination that such relocation is necessary, Landlord reserves the right to cause Tenant to relocate Rooftop Equipment located on the roof to comparably functional space on the roof by giving Tenant prior notice of such intention to relocate. If, within thirty (30) days after receipt of such notice, Tenant has not agreed with Landlord on the space to which Rooftop Equipment is to be relocated, the timing of such relocation, and the terms of such relocation, and such relocation is necessary as determined by Landlord in good faith, then Landlord shall have the right to make all such determinations in its reasonable judgment, so long as the relocation does not result in unreasonable interference with the functioning of Tenant’s Rooftop Equipment. Landlord agrees to pay the reasonable out of pocket cost of moving Rooftop Equipment to such other space (which costs shall be paid in the form of a rent credit or a cash payment, at Landlord’s election, made within thirty (30) days of Tenant’s invoice containing reasonable back-up evidencing such costs), taking such other steps necessary to ensure comparable functionality of Rooftop Equipment, and finishing such space to a condition comparable to the then condition of the current location of Rooftop Equipment. Tenant shall arrange for the relocation of Rooftop Equipment within sixty (60) days after a comparable space is agreed upon or selected by Landlord, as the case may be. In the event Tenant fails to arrange for said relocation within the sixty (60) day period, Landlord shall have the right to arrange for the relocation of Rooftop Equipment at Landlord’s expense, all of which shall be performed in a manner designed to minimize interference with Tenant’s business.

ARTICLE 19 MISCELLANEOUS

19.1 Broker. Landlord and Tenant warrant to each other that they have had no dealings with any broker, agent or finder in connection with this Lease, except Newmark Knight Frank and Colliers International (the “Brokers”). Both parties hereto agree to protect, indemnify and hold harmless the other from and against any and all expenses with respect to any compensation, commissions and charges claimed by any other broker, agent or finder with respect to this Lease or the negotiation thereof that is made by reason of any action or agreement by such party. Landlord shall pay a commission to the Brokers pursuant to separate written agreements between Landlord and the Brokers.

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19.2 Building Name. The Building and the Property may be known by such name as Landlord, in its sole discretion, may elect, and Landlord shall have the right from time to time to change such designation or name without Tenant’s consent upon prior written notice to Tenant.

19.3 Authority. If Tenant signs as a corporation, limited liability company, or a partnership, or other business entity each person executing this Lease on behalf of Tenant hereby covenants and warrants that Tenant is a duly authorized and existing entity, that Tenant is duly qualified to do business in Massachusetts, that Tenant has full right and authority to enter into this Lease, and that each person signing on behalf of Tenant is duly authorized to do so and that no other signatures are necessary. Upon Landlord’s request, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord confirming the foregoing covenants and warranties. Landlord hereby covenants and warrants that Landlord is a duly authorized and existing entity, that Landlord is duly qualified to do business in Massachusetts, that, upon approval of Mortgagee pursuant to Section 14.6 hereof, Landlord has full right and authority to enter into this Lease, and that each person signing on behalf of Landlord is duly authorized to do so and that no other signatures are necessary.

19.4 Interpretation. The words “Landlord” and “Tenant” as used herein shall include the plural as well as the singular. The words used in neuter gender include the masculine and feminine. If there is more than one Tenant, the obligations under this Lease imposed on Tenant shall be joint and several. The captions preceding the articles of this Lease have been inserted solely as a matter of convenience and such captions in no way define or limit the scope or intent of any provision of this Lease.

19.5 Modifications. Neither this Lease nor any term or provision hereof may be changed, waived, discharged or terminated orally, and no breach thereof shall be waived, altered or modified, except by a written instrument signed by the party against which the enforcement of the change, waiver, discharge or termination is sought. Any right to change, waive, discharge, alter or modify, or terminate this Lease shall be subject to the prior express written consent of Landlord’s Mortgagee to the extent required by Landlord’s financing documents and any subordination agreement entered into between Tenant and such Mortgagee.

19.6 Severability. If any provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall be valid and enforceable to the full extent permitted by law.

19.7 Entire Agreement. The submission of this document for examination and negotiation does not constitute an offer to lease, or a reservation of, or option for, the Premises, and this document shall be effective and binding only upon the execution and delivery hereof by both Landlord and Tenant. This Lease, including the Exhibits hereto, which are made part of this Lease, contain the entire agreement of the parties and all prior negotiations and agreements are merged herein. Neither Landlord nor Landlord’s agents have made any representations or warranties with respect to the Premises, the Building, the Property, or this Lease except as expressly set forth herein, and no rights, easements or licenses are or shall be acquired by Tenant by implication or otherwise unless expressly set forth herein.

19.8 No Merger. There shall be no merger of this Lease or of the leasehold estate hereby created with the fee estate in the Premises or any part thereof by reason of the fact that the same person may acquire or hold, directly or indirectly, this Lease or the leasehold estate hereby created or any interest in this Lease or in such leasehold estate as well as the fee estate in the leasehold Premises or any interest in such fee estate.

19.9 Matters of Record. Subject to the provisions of Article 14, above, this Lease is subject and subordinate to all matters of record existing as of the Effective Date and, to the extent not materially and adversely affecting Tenant’s operations within the Premises or resulting in a reduction of Tenant’s rights under this Lease in more than a de minimis amount, as may affect the Property hereafter. Tenant specifically acknowledges that the Property is subject to that certain City of Cambridge Planning Board Decision dated December 12, 2016 and recorded at Book 68716, Page 324 of the Middlesex South Registry of Deeds, the provisions of which are incorporated herein by reference. Tenant acknowledges that the Base Building Work includes the excavation and off-site disposal of certain soils in accordance with a Release Abatement Measure (“RAM”) Plan submitted to Massachusetts Department of Environmental Protection in July, 2017 and that regulatory closure of such work may be achieved by use

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of an Activity and Use Limitation (“AUL”) recorded against the Property. Landlord shall, as part of the Base Building Work and at Landlord’s sole cost and expense, perform the investigation, removal and remediation work set forth in the RAM Plan in compliance with applicable Environmental Laws. A copy of the AUL, if any, shall be provided to Tenant, and shall contain customary limitations for similar properties that do not adversely affect use of the Premises for the Permitted Use, such as prohibitions against use of the Property as a residence, school, daycare or playground and maintenance of protective cover (asphalt or clean soil) in place in accordance with the RAM Plan.

19.10 Bind and Inure. The terms, provisions, covenants and conditions contained in this Lease shall bind and inure to the benefit of Landlord and Tenant, and, except as otherwise provided herein, their respective heirs, legal representatives, successors and assigns. If two or more individuals, corporations, partnerships or other business associations (or any combination of two or more thereof) shall sign this Lease as Tenant, the liability of each such individual, corporation, partnership or other business association to pay Rent and perform all other obligations hereunder shall be deemed to be joint and several. All agreements, covenants and indemnifications contained herein or made in writing pursuant to the terms of this Lease by or on behalf of Tenant shall be deemed material and shall survive expiration or sooner termination of this Lease.

19.11 Remedies Cumulative; No Waiver. Except as expressly provided herein, no remedy or election hereunder shall be deemed exclusive, but shall wherever possible, be cumulative with all other remedies at law or in equity. No waiver of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach of the same or any other provision. No waiver of any breach shall affect or alter this Lease, but each and every term, covenant and condition of this Lease shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. No reference to any specific right or remedy shall preclude the exercise of any other right or remedy permitted hereunder or that may be available at law or in equity. No failure by Landlord to insist upon the strict performance of any agreement, term, covenant or condition hereof, or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent during the continuance of any such breach, shall constitute a waiver of any such breach, agreement, term, covenant or condition.

19.12 Tenant’s Financial Statements. Unless Tenant is a publicly traded company, in which case this Section 19.12 shall not apply, Tenant agrees to furnish to Landlord, within thirty (30) days following Landlord’s written request therefor (which request shall not be made more than once in any fiscal year unless made in connection with a proposed sale, financing or re-financing of the Building, re-capitalization of Landlord, or following an Event of Default), financial statements for Tenant’s most recent fiscal year, prepared in accordance with generally accepted accounting principles and, if such is Tenant’s normal practice, audited by Tenant’s independent certified public accountants. Landlord shall keep Tenant’s financial statements provided by Tenant pursuant to this Section 19.12 confidential other than to Landlord’s officers, directors, employees, agents, accountants, attorneys, mortgagees, or prospective mortgagees, or purchasers or prospective purchasers of Landlord’s interest in the Building, provided that such recipients hold such information confidential.

19.13 Attorneys’ Fees. In the event that either Landlord or Tenant should bring suit for the possession of the Premises, for the recovery of any sum due under this Lease, or because of the breach of any provision of this Lease or for any other relief against the other, then all reasonable costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party therein shall be paid by the other party. A party shall be deemed to have prevailed in any such action (without limiting the generality of the foregoing) if such action is dismissed upon the payment by the other party of the sums allegedly due or the performance of obligations allegedly not complied with, or if such party obtains substantially the relief sought by it in the action, irrespective of whether such action is prosecuted to judgment. The phrase “attorneys’ fees” shall specifically include the fees and expenses of the in-house legal staff of Landlord and its affiliates, as well as the in-house legal staff of Tenant and its affiliates.

19.14 Landlord Approvals. Whenever Tenant is required to obtain Landlord’s consent hereunder with respect to proposed Transfers or proposed Alterations (excepting the Finish Work), Tenant agrees to reimburse Landlord all out-of-pocket expenses incurred by Landlord, including reasonable attorneys’ fees in order to review documentation or otherwise determine whether to give its consent. Tenant shall pay Landlord’s invoice for any such amounts within thirty (30) days following Landlord’s delivery of its invoice therefor. Any provision of this Lease which requires the Tenant to obtain Landlord’s consent to any proposed action by Tenant shall not be the basis for an award of damages or give rise to a right of setoff on Tenant’s behalf, but may be the basis for a declaratory judgment or injunction with respect to the matter in question.

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19.15 Landlord’s Liability. Tenant shall look only to Landlord’s estate in the Property (or the proceeds thereof) for the satisfaction of Tenant’s remedies with respect to any liability, default or obligation of Landlord under this Lease or otherwise regarding Tenant’s leasing, use and occupancy of the Premises pursuant hereto, including without limitation for the collection of any monetary obligation, judgment or other judicial process requiring the payment of money by Landlord. Neither Landlord nor any of its members, stockholders, officers, directors, partners, trustees, beneficiaries or employees shall be personally liable hereunder, nor shall any of its or their property, other than the Property, be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s said remedies. Landlord shall not under any circumstances be liable for any special, indirect or consequential damages of Tenant, including lost profits or revenues. No owner of the Property shall be liable under this Lease except for breaches of Landlord’s obligations occurring while such party owns the Property.

None of Tenant’s stockholders, officers, directors, partners, trustees, beneficiaries or employees shall be personally liable hereunder, nor shall any of their respective property be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies. Except with respect to holdover as provided in this Lease or with respect to matters arising out of Tenant’s failure to comply with provisions of, or Claims under, Sections 6.7 and 7.6, Tenant shall not under any circumstances be liable for any special, indirect or consequential damages of Landlord. The parties acknowledge and agree that any remedy expressly described in this Lease does not constitute special, indirect, or consequential damages.

19.16 Time of Essence. TIME IS OF THE ESSENCE with respect to the due performance of the terms, covenants and conditions herein contained; provided, however, that no delay or failure to enforce any of the provisions herein contained and no conduct or statement shall waive or affect any of Landlord’s rights hereunder.

19.17 Confidentiality. Tenant agrees: (a) to treat the terms of the Lease, and the terms of any existing and future amendments and modifications to the Lease (the “Confidential Information”), but not the existence of this Lease or any such amendments as confidential during the term of this Lease and for the three (3) year period following the expiration or sooner termination of the Lease (the “Non-Disclosure Period”), and (b) not to disclose to any third party nor permit any third party to have access to any or all of such Confidential Information during the Non-Disclosure Period (but excluding Tenant’s agents, attorneys, accountants or other third parties as reasonably necessary in Tenant’s ordinary course of business, provided that any disclosures to the same are held subject to the provisions of this Section 19.17). Landlord acknowledges that Tenant shall have the right to disclose such Confidential Information to prospective subtenants and assignees, advisors, investors, lawyers, accountants, lenders, bankers and their respective employees provided that such disclosure is made under an obligation of confidentiality, and to disclose such Confidential Information as may be necessary to enforce the terms and conditions of this Lease and to the extent that such disclosure is required by law (including but not limited to as may be required by applicable securities laws) or court order or by discovery rules in any legal proceeding. Tenant’s agreements and indemnity with respect to the Confidential Information shall survive the expiration or earlier termination of the Lease for a period of three (3) years. Nothing contained in this Lease is intended to prohibit Tenant from filing this Lease with the Securities and Exchange Commission (“SEC”) to the extent that Tenant is required to do so pursuant to applicable SEC requirements.

Landlord agrees: (a) to treat proprietary information regarding Tenant’s use of Hazardous Substances the Premises provided to Landlord by Tenant in writing and marked as “Confidential” as confidential during the Non-Disclosure Period (“Tenant Confidential Information”), and (b) not to disclose, directly or indirectly, to any third party nor permit any third party to have access to any or all of such Tenant Confidential Information during the Non-Disclosure Period (but excluding Landlord’s agents, investors, lenders, and their respective attorneys and consultants, each on a “need to know” basis, provided that any disclosures to the same are held subject to the provisions of this Section 19.17). Tenant acknowledges that Landlord shall have the right to disclose such Tenant Confidential Information only to the extent that such disclosure is required by law or court order or by discovery rules in any legal proceeding. Landlord’s agreements and indemnity with respect to the Tenant Confidential Information shall survive the expiration or earlier termination of the Lease for a period of three (3) years.

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In no event shall any information available to the public generally or previously obtained by Landlord or Tenant, without violating the terms of a confidentiality agreement, be considered Confidential Information or Tenant Confidential Information, as applicable.

19.18 Submission. Submission of this instrument for examination does not constitute a reservation of or option for lease of the Premises, and it is not effective as a lease or otherwise until this Lease has been executed by both Landlord and Tenant and a fully executed copy has been delivered to each.

19.19 Governing Law. This Lease and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with the laws of The Commonwealth of Massachusetts.

19.20 OFAC List. Tenant represents and warrants that it is not listed, nor to Tenant’s knowledge, is it owned or controlled by, or acting for or on behalf of any person or entity, on the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the United States Department of the Treasury, or any other list of persons or entities with whom Landlord is restricted from doing business with (“OFAC List”). Notwithstanding anything to the contrary herein contained, Tenant shall not permit the Premises or any portion thereof to be used, occupied or operated by or for the benefit of any person or entity that is on the OFAC List. Tenant shall provide documentary and other evidence of Tenant’s identity and ownership as may be reasonably requested by Landlord at any time to enable Landlord to verify Tenant’s identity or to comply with any legal requirement or applicable laws. Tenant acknowledges and agrees that as a condition to the requirement or effectiveness of any consent to any Transfer by Landlord pursuant to Section 12.1, Tenant shall cause the Transferee, for the benefit of Landlord, to reaffirm, on behalf of such Transferee, the representations of, and to otherwise comply with the obligations set forth in, this Section 19.20, and it shall be reasonable for Landlord to refuse to consent to a Transfer in the absence of such reaffirmation and compliance. Tenant agrees that breach of the representations and warranties set forth in this Section 19.20 shall at Landlord’s election be a default under this Lease for which there shall be no cure. This Section 19.20 shall survive the termination or earlier expiration of the Lease.

19.21 Rent Not Based On Income.

(a) It is intended that all Rent payable by Tenant to Landlord, which includes all sums, charges, or amounts of whatever nature to be paid by Tenant to Landlord in accordance with the provisions of this Lease, shall qualify as “rents from real property” within the meaning of Section 512(b)(3) and 856(d) of the Internal Revenue Code (as amended, the “Code”) and the regulations thereunder (the “Tax Regulations”). If Landlord, in its sole discretion, determines that there is any risk that all or part of any Rent shall not qualify as “rents from real property” for the purposes of Sections 512(b)(3) or 856(d) of the Code and Tax Regulations, Tenant agrees to cooperate with Landlord by entering into such amendment or amendments to this Lease as Landlord deems necessary to qualify all Rent as “rents from real property”, provided, however, that any adjustments required under this Section shall be made so as to produce the equivalent (in economic terms) Rent as payable before the adjustment.

(b) Without limiting Landlord’s right to withhold its consent to any Transfer, and regardless of whether Landlord shall have consented to any such Transfer, neither Tenant nor any other person having an interest in the possession, use, or occupancy of any portion of the Building shall enter into any lease, sublease, license, concession, assignment, or other transfer or agreement for possession, use, or occupancy of all or any portion of the Building which provides for rental or other payment for such use, occupancy, or utilization based, in whole or in part, on the net income or profits derived by any person or entity from the space so leased, used, or occupied, and any such purported lease, sublease, license, concession, assignment, or other transfer or agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the Building. There shall be no deduction from the rental payable under any sublease or other transfer nor from the amount of the rental passed on to any person or entity, for any expenses or costs related in any way to the subleasing or transfer of such space.

19.22 Force Majeure. In the event either Landlord or Tenant shall be delayed or hindered in or prevented from the performance of any act required under this Lease to be performed by Landlord by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restricted governmental law or regulations, riots, insurrection, war or other reason of a like nature (collectively, “Force Majeure”), then performance of such act shall be excused for the period of the delay, and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay, provided, however, that in no event shall Force Majeure operate to delay the time for performance of the payment of money, including without limitation the obligations of Tenant to pay Base Rent and Additional Rent.

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19.23 Transportation Management. Tenant shall fully comply with all present or future programs intended to manage parking, transportation or traffic in and around the Property and/or the Building, and in connection therewith, Tenant shall take responsible action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities. Such programs include reasonable cooperation with Landlord as required for Landlord to fulfill its obligations pursuant to Section 7 of the City of Cambridge Planning Board Notice of Decision No. 314, filed with the Planning Board on December 12, 2016 (the “Decision”), including, without limitation: (i) charging employees market rate monthly parking fees; (ii) participation in the Alewife Transportation Management Association (“Alewife TMA”), including free access for all employees to use shuttle buses operated by the ATMA, providing emergency ride home and ride-matching benefits to all employees through the Alewife TMA or other provider acceptable to the City of Cambridge; (iii) providing 60% MBTA Link Pass (or equivalent) transit subsidies to all employees; and (iv) participation in a transportation monitoring report from time to time.

19.24 Prohibition Against Recording. Landlord and Tenant agree not to record this Lease. In the event this Lease, a copy or any notice thereof shall be recorded by Tenant, then such recording shall constitute an Event of Default by Tenant entitling Landlord to immediately terminate this Lease. Notwithstanding the preceding sentence to the contrary, Landlord and Tenant agree to execute a Notice of Lease in the form attached as Exhibit 19.24. All costs of preparation and recording such notice shall be borne by the party requesting the execution of such Notice of Lease. At the expiration or earlier termination of this Lease, Tenant shall provide Landlord with an executed termination of the Notice of Lease in recordable form, which obligation shall survive such expiration or earlier termination.

19.25 Counterparts; Signatures. This Lease may be executed in counterparts. All executed counterparts shall constitute one agreement, and each counterpart shall be deemed an original. The parties hereby acknowledge and agree that facsimile signatures or signatures transmitted by electronic mail in so-called “pdf” format shall be legal and binding and shall have the same full force and effect as if an original of this Lease had been delivered. Landlord and Tenant (i) intend to be bound by the signatures on any document sent by facsimile or electronic mail, (ii) are aware that the other party will rely on such signatures, and (iii) hereby waive any defenses to the enforcement of the terms of this Lease based on the foregoing forms of signature.

19.26 Construction and Other Improvements. Tenant acknowledges that portions of the Building may be under construction with respect to other tenant improvements following Tenant’s occupancy of the Premises, and that such construction may result in levels of noise, dust, obstruction of access, etc. which are in excess of that present in a fully constructed project. Tenant hereby waives any and all rent offsets or claims of constructive eviction which may arise in connection with such construction.

19.27 Landlord Default. Landlord shall not be deemed to be in default of this Lease unless Tenant first provides Landlord with notice of any such default and an opportunity to cure the same within thirty (30) days; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30)-day period and thereafter diligently and continuously prosecutes the same to completion.

[remainder of page left intentionally blank – signatures on following page]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the day and year first above written.

LANDLORD:
DIV 35 CPD, LLC a Massachusetts limited liability company
By:	35 Cambridge Park Investors, LLC, a Delaware limited liability company, its sole member
	By:	DIV Cambridge Park Consolidator, LLC, a Massachusetts limited liability company, its manager
		By:	DIV Fund II Manager Corp., a Massachusetts corporation, its manager
			By:	/s/ Richard McCready
				Name: Richard McCready
				Title: President

TENANT:
CODIAK BIOSCIENCES, INC., a Delaware corporation
By:	/s/ Douglas E. Williams
Name:	Douglas E. Williams
Title:	Chief Executive Officer
By:	/s/ Linda C. Bain
Name:	Linda C. Bain
Title:	Chief Financial Officer

EXHIBIT 1.1-1

PLAN OF PREMISES

[see attached]

Exhibit 1.1-1

1

Exhibit 1.1-1

2

Exhibit 1.1-1

3

EXHIBIT 1.1-2

LEGAL DESCRIPTION

35 CambridgePark Drive, Cambridge, Massachusetts

Exhibit 1.1-2

1

EXHIBIT “A”

LEGAL DESCRIPTION

A certain tract of land in Cambridge, Massachusetts, with all the improvements thereon, which is shown on the plan entitled “Plan of Property of Bethlehem Steel Corp.,” dated September 26, 1979, and recorded in the Middlesex South District Registry of Deeds as Plan No. 1380 of 1979 in Book 13841, Page End, and described as follows (all compass bearings are based on the Massachusetts Grid System):

Beginning at the intersection of the northerly street line of Rindge Avenue Extension, a public street forty (40) feet in width, with the easterly line of a twenty (20) foot strip of land acquired by the Commonwealth of Massachusetts, acting through its Metropolitan Sewerage Commissions, by Taking of Estate dated January 7, 1893, and recorded in said Registry of Deeds in Book 2169, folio 457; thence, along the easterly line of the last mentioned twenty (20) foot strip of land, the following three (3) courses and distances: (1) North zero degrees thirty-seven minutes nine seconds West (N 0° 37’ 09” W) seventy-seven and eighty-four one-hundredths (77.84) feet, (2) North eleven degrees thirty-three minutes fifty seconds East (N 11° 33’ 50” E) one-hundred twenty-three and seventy-eight one-hundredths (123.78) feet, and (3) North twenty-three degrees thirty-three minutes fifty-one seconds East (N 23° 33’ 51” E) one hundred twenty-seven and eighty-three one-hundredths (127.83) feet to the southwesterly corner of the tract of land which was taken by Massachusetts Bay Transportation Authority pursuant to the Order of Taking dated September 24, 1979, and recorded in said Registry of Deeds in Book 13803, Page 262; thence, along the southerly line of said last-mentioned tract of land the following three (3) courses and distances: (1) South sixty-seven degrees twenty-two minutes forty-eight seconds East (S 67° 22’ 48” E) thirty-six and seventy-two one-hundredths (36.72) feet, (2) eastwardly, by a curve to the left the radius of which is two hundred forty and no one-hundredths (240.00) feet and the chord of which bears South eighty-three degrees thirty-four minutes fifty-three seconds East (S 83° 34’ 53” E) one hundred thirty-three and ninety-three one-hundredths (133.93) feet, an arc distance of one hundred thirty-five and seventy-three one-hundredths (135.73) feet, and (3) North eighty degrees thirteen minutes three seconds East (N 80° 13’ 03” E) eighty-eight and ten one-hundredths (88.10) feet to the westerly line of a tract of land now or formerly of Massachusetts Bay Transportation Authority (Lexington Branch railroad); thence, along said westerly right-of- way line, the following two (2) courses arid distances: (1) southwardly, by a, curve to the left the radius of which is one thousand six hundred eighty-two and no one hundredths (1,682.00) feet and the chord of which bears South twenty degrees twenty-four minutes fifty-nine seconds East (S 20° 24’ 59” E) one hundred one and forty-three one hundredths (101.43) feet, an arc distance of one hundred one and forty-four one-hundredths (101.44) feet, and (2) South twenty-two degrees eight minutes thirty-nine seconds East (S 22° 08 39” E) two hundred thirty-seven and ninety-eight one-hundredths (237.98) feet to said northerly street line of Rindge Avenue Extension, thence along said northerly street line of Rindge Avenue Extension. North eighty-eight degrees nineteen minutes nine seconds West (N 88° 19’ 09” W) four hundred fifty-four and fifteen one-hundredths (454.15) feet to the place of beginning; containing two and five hundred sixty-four one-thousandths (2.654) acres, more or less.

Ex A-1

Exhibit 1.1-2

2

EXCEPTING AND EXCLUDING THEREFROM the following:

a. That portion of the above-described parcel of land acquired by Order of Taking by the Massachusetts Bay Transportation Authority dated February 15, 1984 and recorded with Middlesex South District Registry of Deeds in Book 15477, Page 358, noted therein as parcel C-274, bounded and described as follows:

Commencing at a point “25” which is located about twenty-five feet north of the centerline of Rindge Avenue Extension and along the west right-of-way line of the MBTA Lexington Branch;

thence running N 88° 19’ 09” W a distance of twenty-five and 55/100 feet (25.55) to a point “1180”;

thence turning and running N 1° 37’ 57” E a distance of four and 61/100 (4.61) to a point “1181”;

thence turning and running N 47° 37’ 03” E a distance of sixteen and 42/100 (16.42) feet to a point “1182”

thence turning and running N 20° 12’ 20” W a distance of one hundred eighty and 54/100 (180.54) feet to a point “1183”:

thence turning and running S 22° 08’ 39” E a distance of two hundred and 66/100 (200.66) feet to the point of beginning “25”.

Containing eight hundred and forty-five square feet (845) of land as shown on the plan entitled “ Land Acquisition Plan. City of Cambridge. Massachusetts” Plan No. 54388 as prepared by Sverdrup and Parcel and Associates. Inc., for the Massachusetts Bay Transportation Authority dated November 30,1983, recorded as Plan 256 of 1984 in Book 15477,Page 358.

b. The land conveyed to the City of Cambridge by deed dated December 12, 1989, recorded in Book 20292. Page 449.

Ex A-2

Exhibit 1.1-2

3

EXHIBIT 1.4

Location of Generator and Rooftop Installation Area

Exhibit 1.4

1

Exhibit 1.4

2

EXHIBIT 3.1

Work Letter

This Work Letter sets forth the terms and conditions relating to the construction of the Building and the initial tenant improvements in the Premises. All references in this Work Letter to Articles or Sections of “this Lease” shall mean the relevant portion of the Lease to which this Work Letter is attached as Exhibit 3.1 and of which this Work Letter forms a part, and all references in this Work Letter to Sections of “this Work Letter” shall mean the relevant portion of this Work Letter.

SECTION 1

LANDLORD’S BASE BUILDING WORK

1.1 Base Building Work. Landlord has completed the construction of the items listed as the responsibility of Landlord on the Matrix attached hereto as Attachment 1 (collectively, the “Base Building Work”), as evidenced by the Certificate of Occupancy issued by the City of Cambridge Inspectional Services Department attached hereto as Exhibit 3.1-1. To the knowledge of Landlord, the Base Building Work was performed in a good and workmanlike manner, using new or like new materials of first quality, and in compliance with all Applicable Laws including the ADA. During the corrective period remaining under Landlord’s construction contract (which was one year from the date of substantial completion of the Base Building Work), Landlord will at its sole cost and expense (without pass through to Tenant as a component of Operating Expenses or otherwise), correct or cause to be corrected latent defects in the Base Building Work of which Landlord has written notice from Tenant during such remaining corrective period.

SECTION 2

TENANT’S FINISH WORK

2.1 General. Following the Commencement Date, Tenant may enter the Premises in order to commence construction of the initial improvements to the Premises necessary to make the Premises ready for Tenant’s occupancy (the “Finish Work”). Tenant shall retain an architect (“Tenant’s Architect”) for the preparation of the Construction Documents (as defined below), which Tenant’s Architect shall be subject to Landlord’s review and approval, such approval not to be unreasonably withheld, conditioned, or delayed (Landlord acknowledging that TRIA Architects, Inc. is approved for the purposes of this sentence). Tenant shall cause Tenant’s Architect, engineers, and other professionals engaged in the design of the Finish Work to comply with the provisions of this Work Letter and of Article 8 of the Lease. Tenant’s Architect shall retain the services of Landlord’s mechanical, electrical and plumbing engineers and Landlord’s structural engineers for the design of the Finish Work, provided that such engineers are available at commercially reasonable rates. Even though such engineers may have been otherwise engaged by Landlord in connection with the Building, Tenant shall be solely responsible for the liabilities and expenses of all architectural and engineering services relating to the Finish Work (subject to reimbursement from the Finish Work Allowance with respect to the Finish Work) and for the adequacy and completeness of the Construction Documents submitted to Landlord.

2.2 Construction Documents. Tenant shall cause Tenant’s Architect to prepare a concept plan and program for the entire Premises that is consistent with first class office and laboratory use (the “Concept Plan”), schematic design drawings, design development drawings, and construction documents for the Finish Work in accordance with the provisions of this Exhibit 3.1 and Article 8 of the Lease (such plans, and any interim plans submitted to Landlord in connection therewith, together with the Concept Plan, shall be referred to collectively herein as the “Construction Documents”). All Construction Documents shall comply with Applicable Laws and with the drawing format and specifications provided by Landlord, and shall be subject to Landlord’s review and approval, such approval not to be unreasonably withheld or delayed. Tenant shall be responsible for Landlord’s third party plan review fees.

Exhibit 3.1

1

Tenant shall deliver the following to Landlord in accordance with the following schedule (the “Time Deadlines”):

Concept Plan	Within 30 days of the Effective Date
Schematic Design	May 15, 2019
Design Development	June 15, 2019
Construction documents
For pricing/permits and GMP	July 15, 2019

The Construction Documents shall be based on the approved Concept Plan and shall not deviate therefrom in any material respect without Landlord’s approval, to be given or withheld in accordance with the terms of this Exhibit 3.1 with respect to approval of plans. Landlord shall review and approve, or disapprove by written notice in sufficient detail for Tenant to be able to reply, within ten (10) business days following the proper submission of any Construction Documents. In the event that Landlord does not approve or disapprove Tenant’s proposed Construction Documents within ten (10) business days after receipt thereof, then Tenant may send a second notice to Landlord with a legend in bold and prominent print stating that “FAILURE TO REPLY TO THIS REQUEST FOR APPROVAL OF THE TENANT PLANS WITHIN FIVE (5) BUSINESS DAYS MAY BE DEEMED TO BE LANDLORD’S APPROVAL” and, if Landlord fails to approve or disapprove of such Tenant plans within five (5) business days following delivery of such second notice, then Landlord shall be deemed to have approved the Construction Documents in question. All approvals, inspections, and requirements of Landlord with respect to any Construction Documents and Finish Work shall be for Landlord’s benefit only, may not be relied on by Tenant (other than for purposes of evidencing Landlord’s consent), and shall not affect Tenant’s responsibility for the same. The Finish Work shall mean the work shown on the final, approved Construction Documents, as affected by any approved Finish Work Change Orders (as defined below), and shall include all work in the “Tenant” column on the allocation of responsibility attached as Attachment 1. Where more than one type of material or structure is indicated on the approved Construction Documents as permitted substitutions, the decisions regarding the selection of which type of material or structure among those shown will be within Tenant’s reasonable discretion if the matter concerns the Finish Work, and within Landlord’s reasonable discretion if the matter affects the structural components of the Building or any Building systems.

2.3 Finish Work Allowance. Landlord shall provide Tenant with an allowance for the costs (the “Allowance Costs”) of preparing the Premises for Tenant’s initial occupancy including the costs of (i) constructing the Finish Work (the “Hard Costs”), and (ii) architectural and engineering fees incurred in the design of the Finish Work, design and construction consulting fees, data/telecom cabling costs, and costs for the design and installation of Tenant’s signage, mechanical equipment and trade fixtures (collectively, the “Soft Costs”) in an amount not to exceed $12,286,440.00 [$180.00 per rentable square foot] (the “Finish Work Allowance”). Tenant may use up to $1,842,966.00 [$27.00 per rentable square foot, i.e., 15%] of the Finish Work Allowance for the Soft Costs of the Finish Work. Except as expressly set forth above with respect to Soft Costs, no portion of the Finish Work Allowance may be used for the cost of furniture, fixtures or equipment installed in the Premises. All construction and design costs for the Finish Work in excess of the Finish Work Allowance shall be paid for entirely by Tenant, and Landlord shall not provide any reimbursement therefor. Landlord shall be entitled to a construction oversight fee equal to two percent (2%) of the Hard Costs of the Finish Work (the “Oversight Fee”), which shall be deducted from the Finish Work Allowance.

Exhibit 3.1

2

Landlord shall reimburse Tenant for the actual third-party Allowance Costs in an aggregate amount not to exceed the Finish Work Allowance, which payments (each, an “Allowance Payment”) shall be made within forty-five (45) days of Tenant’s request (which request may not be made more than once per month) if such request is accompanied by (x) a written statement from Tenant’s architect or engineer that any Finish Work subject to the requisition has been completed in accordance with the approved Construction Documents and setting forth the percentage of Finish Work then complete, and (y) an itemized statement of the actual third-party cost to Tenant of the Finish Work to date, together with invoices and other appropriate back-up documentation, including mechanics lien waivers from Tenant’s contractor and any subcontractors performing work submitting bills with such requisition that are entitled to lien rights under Massachusetts law (but no such lien waivers shall be required from subcontractors providing services to Tenant costing less than $10,000), and then only if the following conditions have been fully satisfied: (a) at all times prior to submitting its request for payment and at the time payment is to be made, Tenant is not in default beyond applicable grace periods under the Lease; and (b) Landlord shall have no reason to believe that any work for which payment is requisitioned has not been properly completed. If the estimated total cost of the Finish Work exceeds the Finish Work Allowance, disbursement of the Finish Work Allowance shall be made on a pro-rata basis in proportion to the total cost of the Finish Work, as reasonably estimated by Tenant and documented to Landlord to Landlord’s reasonable satisfaction. Landlord shall pay from the Finish Work Allowance the Oversight Fee as such work progresses.

Landlord shall not be required to disburse portions of the Finish Work Allowance on account of retainage under the construction contract for the Finish Work until after submission by Tenant of (i) final mechanic’s lien waivers from Tenant’s contractor and all of its subcontractors that are entitled to lien rights under Massachusetts law (but no such lien waivers shall be required from subcontractors providing services to Tenant costing less than $10,000) (ii) a written statement from Tenant’s architect or engineer that the Finish Work has been completed in accordance with the approved Construction Documents, (iii) a permanent certificate of occupancy for the Premises, (iv) an itemized statement of the actual third-party cost to Tenant of the Finish Work, together with invoices and other appropriate back-up documentation, (v) three (3) sets of “as built” plans and a CAD disk of all such plans that are on a CAD system, and (vi) copies of all warranties for such work.

Tenant’s final requisition for the Finish Work Allowance shall be submitted within fifteen (15) months following the Commencement Date. Any portion of the Finish Work Allowance not utilized within fifteen (15) months following the Commencement Date shall be retained by Landlord and Tenant shall have no further right to the same.

2.4 Finish Work Change Orders. Tenant may, from time to time, by written order to Landlord on a form reasonably specified by Landlord (“Finish Work Change Order”), request Landlord’s approval of a change in the Finish Work shown on the Construction Documents, which approval shall be granted or denied in accordance with the standards set forth in Article 8 of the Lease and this Work Letter; provided, however, in the event such change is required pursuant to Applicable Laws, Landlord agrees not to withhold its consent to the same. The Construction Documents shall not be modified except with Landlord’s prior written approval; and all modifications to the Construction Documents, whether material or not, shall be made only by Finish Work Change Order submitted in timely fashion to Landlord and approved by Landlord. Landlord shall have ten (10) business days after receipt of a Finish Work Change Order to notify Tenant in writing of Landlord’s decision either to approve or object. Provided, in the event that Landlord does not approve or disapprove Tenant’s proposed Finish Work Change Order within ten (10) business days after receipt thereof, then Tenant may send a second notice to Landlord with a legend in bold and prominent print stating that “FAILURE TO REPLY TO THIS REQUEST FOR APPROVAL WITHIN FIVE (5) BUSINESS DAYS MAY BE DEEMED TO BE LANDLORD’S APPROVAL” and, if Landlord fails to approve or disapprove of such Finish Work Change Order within

Exhibit 3.1

3

five (5) business days following delivery of such second notice, then Landlord shall be deemed to have approved the Finish Work Change Order Documents in question. Notwithstanding anything to the contrary contained herein, Tenant shall be entitled to complete the Finish Work with Minor Variations (as hereinafter defined) from the approved Construction Documents, with Landlord’s further consent. For purposes of this Work Letter, “Minor Variations” shall mean any modifications necessary: (i) to comply with Applicable Laws and/or to obtain or comply with any required permit;; or (ii) to make reasonable adjustments for field deviations or conditions encountered during the construction of the Finish Work where Tenant’s approval is not required under the terms of its construction contract.

2.5 Performance of Finish Work by Tenant. The Finish Work shall be designed and constructed by Tenant in accordance with, and subject to, the provisions of Article 8 of the Lease and this Work Letter. Landlord shall not be responsible for any aspects of the design or construction of Finish Work, the correction of any defects therein, or any delays in the completion thereof. Tenant shall retain a general contractor approved by Landlord (such approval not to be unreasonably withheld, conditioned or delayed) to perform the Finish Work. Tenant shall construct the Finish Work in a good and workmanlike manner, using new materials of first quality, and shall comply with Applicable Laws and all applicable ordinances, orders and regulations of governmental authorities applicable to the Finish Work, including without limitation, the ADA. Tenant may perform the Finish Work during Normal Business Hours subject to coordination with Landlord and provided that such work during business hours does not interfere with the business operations of other Building tenants. No Finish Work shall be performed except in accordance with the Construction Documents, Minor Variations and any Finish Work Change Orders approved by Landlord, and by a contractor reasonably approved by Landlord. Landlord has no obligation to approve any Finish Work Change Order or any Finish Work not shown on the Construction Documents, or otherwise considered a Minor Variation, approved by Landlord or reasonably inferable therefrom if, in Landlord’s reasonable judgment, such Finish Work (i) would materially increase the cost of operating the Building or increase the cost of performing any other work in the Building, unless in each case Tenant pays such incremental costs, (ii) are incompatible with the design, quality, equipment or systems of the Building, (iii) would require unusual expense to readapt the Premises to general purpose office use, laboratory or research and development uses or (iv) otherwise do not comply with the provisions of this Lease (including, without limitation, Article 8). By its execution of the Lease, and submission of any Construction Documents and Finish Work Change Orders, Tenant will be deemed to have approved of, and shall be legally responsible for, such Construction Documents and Finish Work Change Orders. Tenant shall be responsible for costs of Building services or facilities (such as electricity, freight elevator usage, fire safety, water, HVAC, tap-in fees, cleaning, etc.) required to implement the Finish Work.

Landlord may elect to participate in construction meetings with Tenant and Tenant’s general contractor on a weekly basis or as otherwise agreed to by the parties to review the progress of the Finish Work.

Tenant shall not be required to use union labor for construction of the Finish Work. However, neither Tenant, nor any Tenant contractor performing any work or inspections in the Premises following the Commencement Date, shall cause or permit any labor disharmony to occur, and Tenant shall be responsible for all costs required to produce labor harmony on account of the performance of the Finish Work. If labor disharmony arises as a result of a contractor or subcontractor engaged by Tenant, or otherwise on account of the Finish Work, then Landlord shall have the right, in addition to other rights and remedies under the Lease, to exclude from the Premises such contractor or subcontractor.

Tenant shall obtain a permanent certificate of occupancy for the Premises within twelve (12) months following the Commencement Date. If Tenant has not obtained the certificate of occupancy by the date set forth in the preceding sentence, then Landlord shall have the right, at Tenant’s expense, to do such Finish Work as is necessary to obtain the certificate of occupancy upon twenty (20) days’ prior written notice to Tenant.

Exhibit 3.1

4

2.6 Tenant’s Authorized Representative. Kimberly Barry (office phone: 617-949-4222/cell phone: 617-596-6436; e-mail: kim.barry@codiakbio.com), Tenant’s Authorized Representative, shall have full power and authority to act on behalf of Tenant on any matters relating to this Work Letter. Tenant may name a replacement Authorized Representative from time to time by written notice to Landlord making reference to this Exhibit 3.1.

2.7 Landlord’s Authorized Representative. Gretchen McGill (office phone: 617-936-4812/cell phone: 957-233-8839: email: gretchen.mcgill@thedaviscompanies.com), Landlord’s Authorized Representative, shall have full authority and responsibility to act on behalf of Landlord on any matters relating to this Work Letter. Landlord may name a replacement Authorized Representative from time to time by written notice to Tenant making reference to this Exhibit 3.1

2.8 This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. Unless otherwise indicated, all references herein to a “number of days” shall mean and refer to calendar days.

Exhibit 3.1

5

Attachment 1

Matrix

Note: Nothing in this Matrix is intended to change the definition of “Common Areas” under the Lease.

Exhibit 3.1

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Exhibit 3.1

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Exhibit 3.1

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Exhibit 3.1

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Exhibit 3.1

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Exhibit 3.1

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Exhibit 3.1

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Exhibit 3.1

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Exhibit 3.1

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Exhibit 3.1

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Exhibit 3.1

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Exhibit 3.1

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Exhibit 3.1-1

Certificate of Ocupancy

CITY OF CAMBRIDGE INSPECTIONAL SERVICES DEPARTMENT 831 Massachusetts Avenue, Cambridge, MA 02138 Tel: 617 - 349 - 6100 Fax: 617 - 349 - 6132   CERTIFICATE OF USE AND OCCUPANCY

In accordance with the provision of Chapter 143 of the MGL, and Section 111/R110 of the Eighth Edition of the Building Code and in accordance with the provisions of Chapter 40A of the MGL and Article 9.000, Section 9.20 of the Cambridge Zoning Ordinance, this is to certify that building and/or land located at address below has been inspected and the occupancies thereof are hereby authorized:

35 Cambridgepark Dr

Cambridge, MA 02140

Certificate Number:	CO-077775-2018	Occupancy Group:	B/M Business / Mercantile, S2 Storage - Low Hazard,	Building Permit No: 58169-2017
Owner:	DIV35 CPD, LLC c/o The Davis Companiese Class:		Article 4 Section 4.34.(D)	Zone: O-ZA/AOD-6
Architect:	Spagnola Gisness & Associates			Type: 1B
Contractor:	John Moriarty and Associates

Digital copies of plans are retained with the Building Permit record.

Floor:		Approved Usage	Square Footage
	Basement	N/A	0
	1st Floor	Core & Shell	16,598
	2nd Floor	Core & Shell	30,409
	3rd Floor	Core & Shell	33,395
	4th Floor	Core & Shell	30,409
	5th Floor	Core & Shell	25,179
	AddI Levels	N/A	0
	Roof Use	N/A	0
	Parking Location	N/A

Other:	# of Space
	Date of Issuance: 11/20/2018
	/s/ Ranjit Singanayagam
Conditions:	Ranjit Singanayagam Commissioner

This certificate must be available on the premises at all times.

Exhibit 3.1-1

1

EXHIBIT 4.6.2

FORM OF LETTER OF CREDIT

L/C DRAFT LANGUAGE

IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER             

ISSUE DATE:             

ISSUING BANK:

[            ]

[            ]

[            ]

[            ]

BENEFICIARY:

DIV 35 CPD, LLC

C/O THE DAVIS COMPANIES

125 HIGH STREET, 21^ST FLOOR

BOSTON, MASSACHUSETTS 02110

APPLICANT:

CODIAK BIOSCIENCES, INC.

500 TECHNOLOGY SQUARE, 9TH FLOOR

CAMBRIDGE, MA 02139

AMOUNT: US$            (            AND             /100 U.S. DOLLARS)

EXPIRATION DATE:                     

PLACE OF EXPIRATION: ISSUING BANK’S COUNTERS AT ITS ABOVE ADDRESS

DEAR SIR/MADAM:

WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO.             IN YOUR FAVOR AVAILABLE BY PAYMENT AGAINST YOUR PRESENTATION TO US OF THE FOLLOWING DOCUMENT:

BENEFICIARY’S SIGNED AND DATED STATEMENT STATING AS FOLLOWS:

1. “WE ARE ENTITLED TO DRAW ON THE LETTER OF CREDIT PURSUANT TO THE TERMS OF THAT CERTAIN LEASE AGREEMENT BETWEEN BENEFICIARY, AS LANDLORD, AND APPLICANT, AS TENANT AND WE ARE DRAWING FOR US$            ”; OR

Exhibit 4.6.2

1

2. BENEFICIARY HEREBY CERTIFIES THAT IT HAS RECEIVED NOTICE FROM             THAT THE LETTER OF CREDIT NO.             WILL NOT BE EXTENDED BEYOND THE CURRENT EXPIRATION DATE AND APPLICANT HAS FAILED TO PROVIDE A SATISFACTORY REPLACEMENT OF THIS LETTER OF CREDIT AT LEAST SIXTY (60) DAYS PRIOR TO THE EXPIRATION DATE OF THIS LETTER OF CREDIT AND WE ARE DRAWING FOR US$            .”

PARTIAL DRAWS AND MULTIPLE PRESENTATIONS ARE ALLOWED.

THIS LETTER OF CREDIT SHALL BE AUTOMATICALLY EXTENDED FOR AN ADDITIONAL PERIOD OF ONE YEAR, WITHOUT AMENDMENT, FROM THE PRESENT OR EACH FUTURE EXPIRATION DATE UNLESS AT LEAST 60 DAYS PRIOR TO THE THEN CURRENT EXPIRATION DATE WE SEND TO YOU A NOTICE BY REGISTERED OR CERTIFIED MAIL OR OVERNIGHT COURIER SERVICE AT THE ABOVE ADDRESS THAT THIS LETTER OF CREDIT WILL NOT BE EXTENDED BEYOND THE THEN CURRENT EXPIRATION DATE. IN NO EVENT SHALL THIS LETTER OF CREDIT BE AUTOMATICALLY EXTENDED BEYOND             .

ALL DEMANDS FOR PAYMENT SHALL BE MADE BY PRESENTATION OF THE REQUIRED DOCUMENTS AND SHALL BE DULY HONORED BY US UPON PRESENTATION OF SUCH DOCUMENTS ON A BUSINESS DAY AT OUR OFFICE (THE “BANK’S OFFICE”) AT:             , ATTENTION:             .

FACSIMILE PRESENTATIONS ARE ALSO PERMITTED. SHOULD BENEFICIARY WISH TO MAKE A PRESENTATION UNDER THIS LETTER OF CREDIT ENTIRELY BY FACSIMILE TRANSMISSION IT NEED NOT TRANSMIT THE ORIGINAL OF THIS LETTER OF CREDIT AND AMENDMENTS, IF ANY. EACH FACSIMILE TRANSMISSION SHALL BE MADE AT:             ; AND UNDER CONTEMPORANEOUS TELEPHONE ADVICE TO:             ATTENTION: GLOBAL TRADE FINANCE. ABSENCE OF THE AFORESAID TELEPHONE ADVICE SHALL NOT AFFECT OUR OBLIGATION TO HONOR ANY DRAW REQUEST.

THIS LETTER OF CREDIT IS TRANSFERABLE IN WHOLE BUT NOT IN PART ONE OR MORE TIMES, BUT IN EACH INSTANCE ONLY TO A SINGLE BENEFICIARY AS TRANSFEREE AND FOR THE THEN AVAILABLE AMOUNT, AT NO COST OR EXPENSE TO BENEFICIARY, ASSUMING SUCH TRANSFER TO SUCH TRANSFEREE WOULD BE IN COMPLIANCE WITH THEN APPLICABLE LAW AND REGULATION, INCLUDING BUT NOT LIMITED TO THE REGULATIONS OF THE U.S. DEPARTMENT OF TREASURY AND U.S. DEPARTMENT OF COMMERCE. AT THE TIME OF TRANSFER, THE ORIGINAL LETTER OF CREDIT AND ORIGINALS OR COPIES OF ALL AMENDMENTS, IF ANY, TO THIS LETTER OF CREDIT MUST BE SURRENDERED TO US AT OUR ADDRESS INDICATED IN THIS LETTER OF CREDIT TOGETHER WITH OUR TRANSFER FORM ATTACHED HERETO AS EXHIBIT A DULY EXECUTED. THE CORRECTNESS OF THE SIGNATURE AND TITLE OF THE PERSON SIGNING THE TRANSFER FORM MUST BE VERIFIED BY BENEFICIARY’S BANK. APPLICANT SHALL PAY OUR TRANSFER FEE OF ¹⁄₄ OF 1% OF THE TRANSFER AMOUNT (MINIMUM US$250.00) UNDER THIS LETTER OF CREDIT. HOWEVER, APPLICANT’S PAYMENT OF SUCH TRANSFER FEE SHALL NOT BE A CONDITION OF SUCH

Exhibit 4.6.2

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TRANSFER. EACH TRANSFER SHALL BE EVIDENCED BY EITHER (1) OUR ENDORSEMENT ON THE REVERSE OF THE LETTER OF CREDIT AND WE SHALL FORWARD THE ORIGINAL OF THE LETTER OF CREDIT SO ENDORSED TO THE TRANSFEREE OR (2) OUR ISSUING A REPLACEMENT LETTER OF CREDIT TO THE TRANSFEREE ON SUBSTANTIALLY THE SAME TERMS AND CONDITIONS AS THE TRANSFERRED LETTER OF CREDIT (IN WHICH EVENT THE TRANSFERRED LETTER OF CREDIT SHALL HAVE NO FURTHER EFFECT).

IF ANY INSTRUCTIONS ACCOMPANYING A DRAWING UNDER THIS LETTER OF CREDIT REQUEST THAT PAYMENT IS TO BE MADE BY TRANSFER TO YOUR ACCOUNT WITH ANOTHER BANK, WE WILL ONLY EFFECT SUCH PAYMENT BY FED WIRE TO A U.S. REGULATED BANK, AND WE AND/OR SUCH OTHER BANK MAY RELY ON AN ACCOUNT NUMBER SPECIFIED IN SUCH INSTRUCTIONS EVEN IF THE NUMBER IDENTIFIES A PERSON OR ENTITY DIFFERENT FROM THE INTENDED PAYEE.

THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES (ISP98), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 590.

AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE

Exhibit 4.6.2

3

IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER                     

EXHIBIT A

FORM OF TRANSFER FORM

DATE:                     

TO:             [            ]

                   [             ]

                   [             ]

                   [             ]

RE: IRREVOCABLE STANDBY LETTER OF CREDIT

NO.             ISSUED BY

L/C AMOUNT:                     

GENTLEMEN:

FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO:

(NAME OF TRANSFEREE)

(ADDRESS)

ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF CREDIT UP TO ITS AVAILABLE AMOUNT AS SHOWN ABOVE AS OF THE DATE OF THIS TRANSFER.

BY THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCH LETTER OF CREDIT ARE TRANSFERRED TO THE TRANSFEREE. TRANSFEREE SHALL HAVE THE SOLE RIGHTS AS BENEFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS, WHETHER INCREASES OR EXTENSIONS OR OTHER AMENDMENTS, AND WHETHER NOW EXISTING OR HEREAFTER MADE. ALL AMENDMENTS ARE TO BE ADVISED DIRECTLY TO THE TRANSFEREE WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE TO THE UNDERSIGNED BENEFICIARY.

THE ORIGINAL OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH, AND WE ASK YOU TO EITHER (1) ENDORSE THE TRANSFER ON THE REVERSE THEREOF, AND FORWARD IT DIRECTLY TO THE TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER, OR (2) ISSUE A REPLACEMENT LETTER OF CREDIT TO THE TRANSFEREE ON SUBSTANTIALLY THE SAME TERMS AND CONDITIONS AS THE TRANSFERRED LETTER OF CREDIT (IN WHICH EVENT THE TRANSFERRED LETTER OF CREDIT SHALL HAVE NO FURTHER EFFECT).

SINCERELY,

        (BENEFICIARY’S NAME)

    (SIGNATURE OF BENEFICIARY)

            (NAME AND TITLE)

SIGNATURE AUTHENTICATED

The name(s), title(s), and signature(s) conform to that/those on file with us for the company and the signature(s) is/are authorized to execute this instrument.

(Name of Bank)

(Address of Bank)

(City, State, ZIP Code)

(Authorized Name and Title)

(Authorized Signature)

(Telephone number)

Exhibit 4.6.2

4

EXHIBIT 6.1

CLEANING SPECIFICATIONS

Main Entrances & Lobbies

Daily:

• Completely wash all glass doors with glass squeeze, inside and out.

• Clean door frames in and out.

• Dust all glass sills and other horizontal surfaces.

• Spot clean walls where needed.

• Sweep and wash floor (where applicable)

• Spot clean carpet where needed.

• Vacuum all carpet

Weekly:

• Dust all high reach areas

• Polish all door tracks

• Buff tile floors if applicable

Quarterly:

• Shampoo carpets

• Strip and wax VCT flooring where needed

Elevators

Daily:

• Completely clean inside and outside of cab

• Spot clean ceiling

• Spot clean carpet if needed

• Vacuum all door tracks

• Vacuum carpet

• Sweep and wash flooring if applicable

Weekly:

• Polish all elevator tracks

Monthly:

• Clean ceiling vents

Quarterly:

• Shampoo carpets

Exhibit 6.1

1

Hallways

Daily:

• Empty all trash and replace liners where applicable (liners to be provided by customer)

• Dust all horizontal surfaces

• Spot clean walls, doors and door frames

• Dust all wall picture frames and other wall ornaments

• Spot clean all glass where needed

• Sweep and wash floors

• Vacuum all carpets

• Completely clean all directories.

Weekly:

• Dust all high reach areas

• Edge vacuum all carpet

Quarterly:

• Clean all ceiling vents

• Shampoo all carpeted areas

Bathrooms

Daily:

• Empty all wastebaskets and replace liners ( to be provided by customer )

• Replace all paper products ( to be supplied by customer )

• Clean all mirrors

• Clean all bright work and stainless steel

• Spot clean walls and partitions

• Clean all counters and sinks

• Clean all shower stalls

• Clean and disinfect all toilet bowls and urinals

• Sweep and wash all floors

Weekly:

• Dust tops of partitions

• Flush floor drains with water and disinfectant to prevent bad odors

Monthly:

• Completely wash down all walls, doors and partitions

Quarterly:

• Clean all ceiling vents

• Machine scrub floors.

Exhibit 6.1

2

Stairwells

Daily:

• Walk all stairways, pick up loose trash and spot clean where necessary

• Report any maintenance issues to Facilities Manager

Weekly:

• Complete dusting of window sills, hand rails and other horizontal surfaces such as pipes, etc

• Spot wash walls, doors and door frames

• Sweep and wash floors (always post Wet Floor Signs at every stair landing.

OTHER SERVICES/CAPACITIES

ELEVATORS

• 2 Passenger elevators with 3,500 lb. capacity, 350 FPM. Each serves main lobby Level 1 through Level 5

• 1 Service elevator with 5,000 lb. capacity, 350 FPM, 4’0” wide door opening. Serves main lobby Level 1 through mechanical penthouse.

SECURITY

• Card access at Building entries

With respect to portions of the Building intended for office use:

PLUMBING

• Domestic water service with backflow prevention and Base Building risers, but Tenant is responsible for domestic water distribution within Tenant’s Premises including reduced pressure backflow preventer

HEATING, VENTILATION, AIR CONDITIONING (HVAC)

• Building Management System (BMS) for Base Building

• Boiler Capacity – Office: 20 BTU / SF

• Cooling Tower Capacity – Office: 350 SF / Ton

ELECTRICAL

• 480/277v bus riser in electrical closets for Tenant connection

• Allocation of bus power for Tenant use (w/ USF):

Office Lighting: 1.5w / SF

Office Power: 5w / SF

With respect to portions of the Building intended for laboratory use:

PLUMBING

• Non-potable water risers for lab use including water booster system and reduced pressure backflow preventer, but Tenant is responsible for Non-potable water distribution within Tenant Premises

HEATING, VENTILATION, AIR CONDITIONING (HVAC)

• Central water cooled chilled water plant

• Boiler Capacity – Lab: 150 to 200 BTU / SF

• Cooling Tower Capacity – Lab: 100 to 150 SF / Ton

Exhibit 6.1

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• Lab once–through supply air handling units with prefilters, final filters, chilled water coils, and hot water coils. Units are sized for approximately 1.75 cfm per usable square foot of lab space and 0.2 cfm per SF of office space.

ELECTRICAL

• Allocation of bus power for Tenant use (w/ USF):

(w/ USF): Lab Lighting: 1.5w / SF

Lab Power: 12w / SF

Exhibit 6.1

4

EXHIBIT 7.4

RULES AND REGULATIONS

Tenant Rules and Regulations

35 Cambridge Park Drive

BUILDING MANAGEMENT PERSONNEL

Davis Management Co.

Tenant Service Coordinator

Kim Sullivan

978-790-4835; ksullivan@thedaviscompanies.com

Building Superintendent

Jesse Moody

603-973-9195; jmoody@thedaviscompanies.com

Property Manager

Jason Biedrzycki

603-320-7594; jbiedrzycki@thedaviscompanies.com

Emergency Service Line

617-451-1300 x265

Exhibit 7.4

1

INDEX

Item	Section(s)
Advertising		15, 22, 46
Animals		11
Common Areas		3, 4, 24, 27
Construction		14, 16, 18, 30, 32, 43
Decorations		45
Deliveries		8, 9, 20, 25, 27, 48
Directory		46
Disturbance		1
Electric		6, 33, 38
Hazardous Materials		2, 30, 40
HVAC		5
Insurance		34, 37
Janitorial		39
Life Safety		7, 29, 36
Moving		27
Parking		13, 41, 42, 50, 51, 52
Plumbing		12
Rubbish		17
Service Requests		35
Smoking		44
Storage		2
Use of Premises		19, 21, 28, 30, 31, 42
Vending		23, 24
Window Treatment		26

Exhibit 7.4

2

RULES and REGULATIONS

TENANT RULES & REGULATIONS

1. ALL TENANTS are to conduct their businesses in a manner that shall not unreasonably annoy, disrupt or otherwise interfere with the rights of other tenants in the Building.

2. At no time and under no circumstances shall Landlord have any responsibility for the storage or removal of any “medical waste”, “infectious waste”, “hazardous medical waste”, “hazardous physical waste” as such terms may from time to time be defined in any municipal, state, or federal statutes, laws, ordinances, rules, or regulations or may apply to Tenant or to the premises demised to Tenant because of the business, profession or activity carried on in the Premises by Tenant, Tenant’s servants, agents, employees, invites, or anyone claiming by, through or under Tenant.

3. The sidewalks, entrances, passages, elevators, lobbies, stairways, and halls must not be obstructed or used for any purpose other than ingress to and egress from any leased premises.

4. Emergency egress stairway doors may NOT be “propped-open” for any reason. These stairways are for egress only and the stairway doors may be locked from the stair-side to prevent unwanted intrusion into the building. So long as the Premises includes usable space on more than two floors of the Building, Tenant may install card readers on internal stairwell doors and utilize internal stairwells for secondary access and egress within the Premises, subject to Landlord’s reasonable rules with respect to such access and use and to Applicable Laws.

5. Tenant shall operate HVAC equipment in a manner that is consistent with standards prescribed by building management. Tenant shall be responsible for any damage which may occur from improper operation such as leaving a thermostat at its lowest setpoint for an extended period of time causing a coil to freeze. Please check with building management to confirm proper operating procedures. There are to be NO supplemental heaters or heating elements within tenant spaces. Use of such devices presents a fire hazard.

6. High intensity or accent lighting (holiday lighting, candles, heat lamps (other than in a controlled laboratory), etc.) is NOT PERMITTED, as it presents fire hazards.

7. As required by local ordinances, Landlord shall, from time to time, test the Building’s fire control and alarm systems. Tenant shall cooperate in familiarizing its employees with such fire alarm systems and shall make each of its employees aware of the fire exits within the Premises and shall cooperate with any fire drills, systems, test, inspections and/or repairs as may be required from time to time.

8. Building access, Loading Area access and transportation of materials, equipment, furniture, or supplies into and/or through the building must be scheduled, through the Management Office or Tenant Services Coordinator, to take place during non-business hours, other than regularly scheduled deliveries of ordinary shipments of office and laboratory supplies (which may take place during business hours). (See “LOADING AREA RULES & REGULATIONS”, below)

Exhibit 7.4

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9. Any equipment, computers, furniture, or items being removed from the Building must be accompanied by a Property Removal Request (i.e., on tenant’s letterhead, with authorization evidenced by tenant’s Office Manager’s signature)

10. Each tenant must provide the Property Management Office with a key to access its suite(s). Each key will be kept, by the Property Manager, in a secure, locked, key box. Each time a suite is re-keyed, a new key must be provided to the Property Management Office. Whenever possible please notify Management Office prior to re-keying so building key systems can be maintained.

No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or the mechanism thereof without the prior written consent of the Landlord, which shall not be unreasonably withheld. Tenant must, upon the termination of its tenancy, restore to Landlord all keys of stores, shops, booths, stands, offices and toilet rooms, either furnished to or otherwise procured by Tenant; and in the event of the loss of any keys so furnished, Tenant shall pay to Landlord the cost thereof.

11. There are no animals/pets of any kind (leashed, caged, muzzled) allowed into the building, with exception for service animals.

12. To avoid damage to the Building’s plumbing system or to prevent plumbing blockages, restroom trash receptacles (and NOT the toilets) are to be used for disposing of all paper towels, sanitary napkins, and objects foreign to toilet/plumbing systems. Damage resulting to any such fixtures or appliances from misuse by Tenant or its agents, employees, or invitees shall be paid for by Tenant, and Landlord shall not in any case be responsible therefore.

13. Parking in Fire Lanes, except for medical and emergency vehicles is PROHIBITED BY LAW. All other vehicles in Fire Lanes are subject to being towed at the owner’s expense.

14. Subject to the terms and conditions of the Lease, all plans for proposed improvements to a tenant’s demised premises and any contractor proposed by a tenant must be approved in advance by Davis Management Co. (See Construction Rules.)

15. No Tenant may display any type of advertisements that would alienate site visitors or customers from another tenant’s business.

16. Construction Rules and Regulations must be adhered to through the construction/improvement process (plan approval, permitting, insurance, delivery & construction scheduling, Building access, alarm shut downs, inspections, and occupancy permit). See separate Construction Rules & Regulations.

17. No trash or debris can be stored within tenant areas that might result in rodent infestation. All food, fluid, or wet trash must be disposed of in the site trash compactor at the close of business each day. All trash and debris generated by Retail Tenants must be disposed of appropriately in the trash compactor.

18. Except as permitted as part of the Finish Work or as otherwise part of alterations expressly permitted under the Lease, no tenant shall mark, paint, drill into, or in any way deface any part of the Premises or the Building of which they form a part. No boring, cutting, or stringing of wires shall be permitted, except with the prior written consent of the Landlord, and as the Landlord may direct.

Exhibit 7.4

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19. No space in the Building, except as provided in individual leases, shall be used for manufacturing, for the storage of merchandise, or for the sale of merchandise, goods, or property of any kind at auction.

20. Delivery carts, hand trucks and similar devices must be properly equipped with rubber tires and protective guards. Tenant shall be held strictly responsible for any damage to the Premises caused by Tenant’s vendors, suppliers, agents or delivery services.

21. No Tenant shall occupy or permit any portion of the Premises to be occupied for the possession, storage, manufacture or sale of liquor, narcotics or drugs, or any other illegal substance of any kind.

22. Landlord shall have the right to prohibit any advertising by any Tenant which, in Landlord’s opinion, tends to impair the reputation of the Building or its desirability as a building for offices, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising. Tenant shall not use the name of the building or its owner in any advertising without the express prior written consent of the Landlord.

23. No Tenant shall install or permit the installation or use of any machines dispensing goods for sale, including without limitation foods, beverages, cigarettes or cigars without first notifying Landlord.

24. Canvassing, soliciting and pedaling in the Building are prohibited and each Tenant shall cooperate to prevent the same by notifying Landlord. Landlord reserves the right to inspect any parcel or package being removed from the Building by Tenant, its employees, representatives and business invitees.

25. The main entrance, lobbies, passages, corridors, elevators and stairways or any exterior portions of the Building shall not be encumbered or obstructed by Tenant, Tenant’s agents, servants, employees, licensees or visitors. The moving in and out of all safes, freight, furniture, or bulky matter of any description must take place during the hours which Landlord may determine from time to time. Landlord reserves the right to inspect all freight and bulky matter to be brought into the Building and to exclude from the Building all freight and bulky matter which violates any of these Rules and Regulations or the Lease of which these Rules and Regulations are part.

26. Except as otherwise expressly set forth in the Lease, no curtains, blinds, shades, screens, or signs other than those furnished by Landlord shall be attached to, hung in, or used in connection with any exterior window or suite entry door of the Premises without the prior written consent of the Landlord.

27. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of any merchandise or materials which require the use of elevators, stairways, lobby areas, or loading dock areas, shall be restricted to reasonable hours designed by Landlord. Such activity may be supervised by Landlord and performed in the reasonable manner stated by Landlord. Landlord may prohibit any article, equipment, or any other item from being brought into the Building that would violate this Lease. Tenant is to assume all risk for damage to articles moved

Exhibit 7.4

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and injury to any persons resulting from such activity. If any equipment, property, and/or personnel of Landlord or of any other tenant is damaged or injured as a result of or in connection with such activity, Tenant shall be solely liable for any and all damage or loss resulting therefrom.

28. Landlord shall have the power to prescribe the weight and position of safes and other heavy equipment or items, which in all cases shall not in the opinion of Landlord exceed acceptable floor loading and weight distribution requirements. All damage done to the Building by the installation, maintenance, operation, existence or removal of any property of Tenant shall be repaired at the expense of Tenant.

29. Common area corridor doors, when not in use, shall be kept closed.

30. Except as expressly permitted under the Lease, no flammable, explosive, or dangerous fluid or substance shall be used or kept by Tenant in the Premises or Building, except for those substances as are typically found in similar premises used for the specified and approved use in the Lease and are being used by Tenant in accordance with all applicable laws, rules, and regulations. Tenant shall not, without Landlord’s prior consent, use, store, install, spill, remove, release or dispose of within or about the Premises or any other portion of the Property, any asbestos-containing materials or any solid, liquid or gaseous material now or hereafter considered toxic or hazardous materials under the provisions of any applicable environmental law which may now or hereafter be in effect. If Landlord does give written consent to Tenant pursuant to the foregoing sentence, Tenant shall comply with all applicable laws, rules and regulations pertaining to and governing such use by Tenant, and shall remain liable for all costs of cleanup or removal in connection therewith. Tenant shall supply Building management with current Material Safety Data Sheets along with maximum quantities of materials stored on site.

31. Tenant shall not use or occupy the Premises in any manner or for any purpose which would injure the reputation or impair the present or future value of the Premises or the Building (it being understood that the Permitted Use does not violate the foregoing); without limiting the foregoing, Tenant shall not use or permit the Premises or any portion thereof to be used for lodging, sleeping or for any illegal purpose.

32. Except as otherwise expressly permitted under the Lease, Tenant shall not take any action which would violate Landlord’s labor contracts affecting the Building or which would cause any work stoppage, picketing, labor disruption or dispute, or any interference with the business of Landlord or any other tenant or occupant of the Building or with the rights and privileges of any person lawfully in the Building. Tenant shall take any actions necessary to resolve any such work stoppage, picketing; labor disruption, dispute or interference and shall have pickets removed and, at the request of Landlord, immediately terminate at any time any construction work being performed in the Premises giving rise to such labor problems, until such time as Landlord shall have given its written consent for such work to resume.

33. Tenant shall not install, operate or maintain in the Premises or any other area of the Building, any electrical equipment which does not bear the U/L (Underwriters Laboratories) seal of approval (unless Tenant shall supply the Landlord with documentation evidencing the safety and capacity of such non U/L approved equipment), or which would overload the electrical system or any part thereof beyond its capacity for proper, efficient and safe operation as reasonably determined by Landlord, taking into consideration the overall electrical system and the present and future

Exhibit 7.4

6

requirements therefore in the Building. Tenant shall not furnish any cooling or heating to the Premises, including, without limitation, the use of any electronic or gas heating devices, without Landlord’s prior written consent which shall not be unreasonably withheld.

34. All vendors to be contracted by the Tenant for services related to the Premises must be approved in advance by Building management and comply with insurance requirements if deemed appropriate by Building management. (See insurance requirements, below.) Construction vendors must comply with Construction Rules, see attached. Contractor and contractor’s sub-contractors must check in with Building management upon each daily arrival to the Building.

35. For daily maintenance service calls, or general tenant requests, questions, or concerns please contact the Building management directly. Alternatively, tenants may use the web based service request system. Please contact Building management for specific instructions and to receive a tenant specific password.

36. Tenants shall adhere to and familiarize their employees with Building safety and evacuation plans as furnished and modified by the Property Manager. In the event of any Building/site-related Emergency, please contact Building management or our Emergency line at (617)-451-1300 x265.

37. The Contractor shall purchase from and maintain in a company lawfully authorized to do business in the Commonwealth of Massachusetts insurance for protection from claims under workers’ or workmen’s compensation acts and other employee benefit acts which are applicable, claims for damages because of bodily injury, including death, and from claims for damages, other than to the work itself, to property which may arise out of or result from the Contractors operations, whether such operations be by the Contractor or by a Subcontractor or anyone directly or indirectly employed by any of them. This insurance shall be of the types and within minimum limits or liability as follows: Worker’s Compensation $500,000, Comprehensive General Liability $1,000,000 per occurrence, $2,000,000 aggregate. Automobile liability insurance on any vehicle used by Contractor in the performance of the services specified herein with combined single limit coverage of not less than $1,000,000. Please contact the Building management for landlord additional insured entities which must be named on each certificate of insurance. Certificates of such insurance shall be filed with the Management Company prior to the commencement of the Work.

The tenant shall maintain insurance coverage as required in the lease. Please contact Building management for landlord additional insured entities which must be named on each certificate of insurance.

38. Access to certain Electric Room and Janitors’ Closets may be restricted. During Normal Business Hours, access to these areas may be arranged by contacting Building management (see “Work Orders & Service Requests”, below). After hours access to these areas is available by prior arrangement. Please note: these rooms are not to be used for storage of any items, and any items found stored in these rooms will be disposed of at a cost to the responsible tenant.

39. Cleaning of suites is performed strictly in accordance with requirements outlined in each respective lease. Cleaning of any restrooms, exam rooms, laboratories, kitchens, and/or food preparation areas within a tenant’s suite, unless provided for specifically within the terms of the lease, is outside of the Landlord’s cleaning obligations and will require a separate agreement between tenant and an independent cleaning contractor (or be performed by tenant, directly).

Exhibit 7.4

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40. Tenants shall not store or keep flammable fluids or solvents in their leased premises unless permitted by their lease. Please see item #30.

41. Tenants and their visitors shall obey all parking regulations.

42. Bicycles and other vehicles are not permitted inside or to be parked on the walkways outside the Building, except in those areas specifically designated by Landlord for such purposes.

43. Tenant shall carry out Tenant’s permitted maintenance repairs, alterations and improvements in the Premises only during reasonable times agreed to in advance by Landlord and in a manner which will not interfere with the rights of other tenants in the Building (it being understood that Tenant’s Finish Work may be performed during Normal Business Hours so long as Tenant does not disturb other tenants or interfere with the operation of the Building).

44. Tenant shall inform its employees and visitors of the laws and ordinances of the Town/City of Cambridge relating to prohibition of smoking. No smoking will be allowed anywhere inside the Building.

45. NO natural holiday decorations (trees, wreaths, evergreens decorations, etc.) are allowed within the Building. All such items are categorized by the Cambridge Fire Department as fire hazards.

46. A building directory will be maintained in the main lobby of the Building at the expense of the Landlord and the number of such listings shall be at the discretion of Landlord. Except as otherwise provided in the Lease, no sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted, or affixed by any Tenant on any part of the outside or inside of the Premises or Building without the prior written consents of the Landlord. In the event of the violation of the foregoing by any Tenant, Landlord may remove same without any liability, and may charge the expense incurred by such removal to the Tenant or Tenants violating this rule. Standard directory tablets shall be inscribed, painted or affixed for each Tenant, at Landlord’s one-time expense per tenant, and shall be provided in Landlord’s size, color and style.

47. Normal Business Hours are Monday through Friday between the hours of 7:00 a.m. and 6:00 p.m., and Saturdays 8:00 am to 1:00 pm, holidays recognized by unions and the Federal government excluded. During Normal Business Hours the main entrances will be open.

48. Outside Normal Business Hours the Building will be locked. In order to gain access to the Building, Tenants will be required to use their Building access cards.

49. Access Cards may be requested from Building management, in writing, on company letterhead, by fax or electronically, as follows:

Each request for an Access Card must be submitted by authorized tenant-representatives and must provide, at a minimum, the following information:

• The full name(s) of the individual(s) for whom access is being requested;

• The specific Building/door(s) for which access is being requested;

Exhibit 7.4

8

• The make(s), model(s) and license plate(s) state and number for any vehicle(s) each applicant may park at the Building;

• The full name and signature of the authorized individual requesting the Access Card(s).

50. Handicapped Parking Spaces are for those who need them and have the appropriate license plates or vehicle identification. Any abuse of handicapped parking spaces may be reported directly to Building management.

Notwithstanding anything to the contrary contained herein, in the event of a conflict between the Lease and the Rules and Regulations now or hereafter promulgated by Landlord, the terms and conditions of the Lease shall control.

Exhibit 7.4

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35 CambridgePark Drive

Construction Rules,

Specifications and Standards

Exhibit 7.4

10

Contents

Contents	11
Summary Page	12
Construction Rules	13
1. General Conditions	13
General	13
Review and Approval	14
Commencement of Work	14
Access	15
Work In Harmony	16
Conduct	16
Safety	16
Reporting Incidents	17
Demolition, Removal, Salvages, and Cleaning	17
2. Construction Scheduling	18
Coordination	18
Shut Downs	18
After Hours Work	18
3. Submission upon Completion	19
Specifications	20
4. Materials	20
5. Heating, Ventilation, and Air Conditioning	20
6. Electrical Systems	22
7. Fire Alarm / Life safety System	23
8. Sprinkler Work	24
9. Plumbing Systems	25
10. Welding and Heat Cutting Work	25
11. Keys and Locks	26
12. Finishes, Flooring, and Ceilings	26
Contacts	27
Exhibit A Certificate of Insurance REQUIREMENTS	28
Exhibit B PRE-CONSTRUCTION Meeting	30
Exhibit C Lien Waivers	36
Exhibit D Closeout Documents	41
Exhibit E Aerial Lift Form	42

Exhibit 7.4

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Summary Page

This Construction Rules, Specifications and Standards document is designed to provide efficient design and scheduling of work while protecting the safety of all tenants, building staff, contractors and building occupants, as well as any unnecessary noise and inconveniences. The attached document explains the procedures and has been prepared in keeping with the standard lease at 35 CambridgePark Drive. In the event a conflict arises, the lease shall prevail unless local, state or federal code dictates otherwise. It contains detailed information and requirements to assist you in planning and implementing construction projects. Please review the document carefully before design begins (see the “Kick-Off Meeting” section).

1. DIV 35 CPD, LLC (Landlord) must be contacted before any construction project begins. Landlord can assist with the efficient implementation of the project.

2. Incorporate the provisions of this document into all your agreements and contracts with your chosen engineer, architect, and contractor. Written approval is required from Landlord before the contracting of any work or construction.

3. It is required to submit at least two (2) weeks prior to construction a set of drawings and plans to Landlord for review and approval. Landlord must also approve your list of contractors and subcontractors.

4. It is required to submit to Landlord for approval detailed schedules, addresses and telephone numbers of supervisors, contractors, and sub-contractors prior to construction.

5. It is required that any noisy or disruptive work, odor or dust producing work, and delivery of construction material be completed outside regular business hours.

6. Landlord reserves the right to stop any construction or conditions that do not meet the criteria outlined in this document. All contractors are expected to maintain safe and orderly conditions, labor harmony and proper handling of all hazardous materials.

The intent of this summary page is to conveniently highlight key aspects of the attached document (entitled “Construction Rules, Specifications, and Standards”) and in no way supersedes it.

Questions and comments are invited. Please address them to:

DIV 35 CPD, LLC

c/o Jason Biedrzycki

Vice President Construction

The Davis Companies

125 High Street, No. 2111

Boston, MA 02110-2704

O: (617) 472-2196 | C: (603) 320-7594

email: jbiedrzycki@thedaviscompanies.com

Exhibit 7.4

12

Construction Rules

1. General Conditions

General

1.1 All tenant work shall be performed in accordance with these rules and specifications and the applicable provisions of the lease.

1.2 These construction rules, specifications, and standards are subject to change from time to time as deemed necessary by Landlord.

1.3 Contractor’s duties for work specified within these rules and specifications shall include compliance with all codes, ordinances, rules, regulations, orders and all other requirements mandated by authorities that bear on the performance of all work.

1.4 The provisions of these rules and specifications shall be incorporated in all agreements governing the performance of all tenant work, including, without limitation, any agreements governing services to be rendered by each contractor, consultant and engineer.

1.5 Except as otherwise provided in these rules and specifications, all inquiries, submissions and approvals in connection with any tenant work shall be processed through Landlord.

1.6 All costs associated with any building disruption, including, but not limited to, shutdowns, disconnections, investigative work or other work requiring the participation of building personnel, shall be reimbursed by the tenant or contractor if it is outside normal building hours M-F only.

1.7 Landlord reserves the right to approve all contractors or suppliers and their respective employees. Landlord shall have the right, with reasonable cause, and without any liability, to direct the contractor to immediately remove any contractor or supplier, their employees, his own supervisory and administrative personnel and immediately replace them with approved contractors.

1.8 Landlord shall have the right to assign its own representative to any construction project for the purpose of monitoring the construction schedule and any work performed. All work shall be subject to reasonable supervision and inspection by Landlord’s designated representative. Landlord’s representative will act as liaison between the contractor and/or tenant’s project team and the property manager’s project staff. The Landlord representative shall attend any job meetings that may be necessary to carry out these requirements. The meetings are to be maintained by the general contractor along with copies of schedules, meeting agendas and minutes.

1.9 The contractor and tenant are required to protect all common areas that are used for delivery of material.

1.10 Cleaning of common areas, including, but not limited to, restrooms and stairwells, must occur on a daily basis.

Exhibit 7.4

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Review and Approval

1.11 Any tenant wishing to perform tenant work must first obtain Landlord’s written approval of its plan for such tenant work. Under no circumstances will any tenant work be permitted prior to such approval. Such written approval shall be obtained prior to the execution of any agreement with any contractor for the performance of such tenant work.

1.12 Any tenant or contractor performing construction work or modifications of any type shall, at least two (2) weeks before any construction work is to begin, furnish to Landlord a full set of plans and specifications describing such construction work.

1.13 All plans shall be drafted in accordance with the rules and specifications found within this document and state, federal, and local codes.

1.14 The design manifested in the plans will be reviewed by Landlord and shall comply with its requirements so as to avoid aesthetic or other conflicts with the design and function or the tenant’s premises and of the building as a whole.

1.15 Prior to the commencement of construction or issuance of bid packages to contractors, Tenant shall submit to Landlord the names of all contractors. All approved contractors including the general contractor are to provide a certificate of insurance per the requirements contained in Exhibit A.

1.16 No tenant work shall be commenced by any contractor unless and until all the requirements set forth in section 1.17 (A-G below) have been received for the tenant work in question and the property manager has approved the requirements set forth in section 1.17 (A-G below).

Commencement of Work

1.17 No tenant work shall be performed unless all the items listed below have been provided to Landlord and approved. In the event that the tenant proposes to change any of items A-G below, Landlord must be immediately notified of such change and such change shall be subject to the approval of Landlord. In addition to the requirements below, a pre-construction meeting must be scheduled with Landlord prior to commencement of work, including a checklist of the provided documents related to items A-G (please also see Exhibit B).

A. Schedule for the work, including start and completion dates, regular daily work schedule , any phasing or special working hours and a list of anticipated shut downs of property systems.

B. List of all contractors and sub-contractors, including addresses and telephone numbers of all project supervisors.

C. Copies of all necessary governmental building permits, licenses, and approvals.

D. Smoke detector bagging permit issued by Cambridge Fire Prevention. This permit is required during most construction work and usually requires a walk- through of the construction site by the Cambridge Fire Prevention Representative before issue.

Exhibit 7.4

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E. Proof of current insurance from all sub-contractors, including the general contractor, to the limits set out in Exhibit A.

F. Evidence that the tenant has obtained written lien waivers acceptable to Landlord and in the form attached hereto in Exhibit C.

G. Safety plans from the general contractor detailing policies and procedures related to safe working conditions that adhere to all building requirements and state/local/federal requirements.

Access

1.18 All contractors, subcontractors, vendors, etc. shall enter/exit the building through the loading dock or back entry of the building and the relevant work floor(s) via the freight elevator (where applicable). All access to the loading dock must be requested through Landlord. The General Contractor will be responsible for providing a list of all approved subcontractors, vendors, etc. The building is under no obligation to allow access to anyone not on the aforementioned list.

1.19 Any additional hours, including, but not limited to, trash outs, large deliveries and demo and loud work, must be scheduled with a minimum of 48 hours’ advance notice.

1.20 All contractors and sub-contractors shall contact Landlord prior to commencing work and shall confirm work location, elevator usage and hours of work, which shall be scheduled so as not to disrupt or bother other tenants and users of the building or building systems.

1.21 Parking is not allowed in or near: visitor parking spaces at the front of each building, truck docks, handicapped spaces, fire access lanes or any private way in or surrounding the property. It will be requested that unauthorized vehicles parked in the above-restricted areas be removed immediately or risk being towed at owner’s expense.

1.22 Contractors transporting equipment, materials or tools and contractors wearing tool belts shall be restricted to the freight elevator. The use of passenger elevators is fully restricted without written authorization from Landlord.

1.23 No contractors or sub-contractors will be permitted to enter private or public space in the property other than the common areas of the property necessary to give direct access to the premises of the space for which the sub/contractor has been employed without the prior approval of Landlord.

1.24 All contractors or sub-contractors must obtain permission from Landlord prior to undertaking work in any space outside of the tenant’s premises. This requirement specifically includes ceiling spaces below the premises where

Exhibit 7.4

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work is undertaken. Such permission is at the convenience of the effected tenant and access is to be granted outside of regular business hours. Contractors undertaking such work shall ensure that all work, including work required to reinstate removed items and cleaning, be completed prior to opening the next business day. A building engineer will be required while working in the effected tenant suite. All costs associated with the building engineer will be the sole cost of the general contractor.

1.25 Contractors shall ensure that all furniture, equipment and accessories in areas potentially affected by tenant work in another tenant’s suite shall be adequately protected by means of drop cloths or other appropriate measures. The premises shall be returned to the same condition found a minimum of one hour prior to the start of regular business hours.

Work In Harmony

1.26 All contractors shall be responsible for employing skilled and competent personnel and suppliers who shall abide by the rules and specifications herein set forth as amended from time to time by Landlord.

1.27 No tenant shall at any time, either directly or indirectly, employ, permit the employment or continue the employment of any contractor if such employment or continued employment will or does interfere, cause labor disharmony, coordination difficulty, delay, or conflict with any contractors engaged in construction work in or about the property.

Conduct

1.28 While in or about the property all contractors shall maintain a dignified, quiet, courteous and professional manner at all times. Contractors shall wear clothing suitable for their work and shall remain fully attired at all times. No smoking is permitted in the building. All contractors will be responsible for the proper behavior and conduct of their sub-contractors, including locations outside of the work area such as the exterior of the building.

1.29 Landlord reserves the right to remove anyone who is: causing a disturbance to any tenant or occupant of the property or any other person using or servicing the property; interfering with the work of others; or is in any other way displaying conduct or performance not compatible with the property manager’s standards.

Safety

1.30 All contractors shall police ongoing construction operations and activities at all times. The premises must be kept orderly and cleanliness in and about the premises is to be maintained, ensuring safety and protection of all areas.

1.31 No gasoline-powered equipment is allowed to be used on the property at any time.

1.32 All welding and cutting work must be pre-approved by Landlord and is subject to section 10 of this document.

1.33 Any contractor performing aerial or elevated work will be required to fill out a site specific safety plan. This includes but is not limited to work performed off staging, scaffolding, any type of lift, extension ladder or step ladder taller than 10 feet, and rooftop work. Please see Exhibit E for a sample plan.

Exhibit 7.4

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Reporting Incidents

1.34 All accidents and disturbances or threats thereof, and any noteworthy events pertaining to the property or the tenant’s property, shall be reported immediately to Landlord, with a written incident report to follow within 24 hours of any such event.

Demolition, Removal, Salvages, and Cleaning

1.35 Contractors shall remove all rubbish, waste and debris from the property daily, outside of regular business hours (7am-6pm, MO-FR & 8am-1pm, SA), unless otherwise approved by Landlord. Loading docks, freight elevators, and any routes used to transport debris must be cleaned prior to regular business hours. No construction waste shall be permitted to be stored outside the construction site unless approved by Landlord. The property’s trash compactors and electronic recycling bins shall not be used for construction waste or other debris. For any demolition and debris the contractor must make arrangements with Landlord to locate and schedule an additional waste container to be supplied at the cost of the tenant engaging such contractor. All additional waste containers must be of the “recycling” type. At the end of the construction project a recycling report must be provided to Landlord. Landlord’s goal is that 75% of all debris be LEED recycled.

1.36 Toxic, hazardous or flammable waste is to be properly removed daily and disposed of in full compliance with all applicable laws, ordinances, rules and regulations. If a previous unknown material is suspected of being toxic or hazardous, Landlord must be notified immediately.

1.37 Contractors shall, prior to removing any item (including, without limitation, building standard doors, frames and hardware, light fixtures, ceiling diffusers, exhaust fans, sprinkler heads, fire alarm equipment, etc.) from the property, notify Landlord that they intend to remove these items. At the election of Landlord, contractors shall deliver any such items without cost to an area designated by Landlord that shall be within the property.

1.38 Contractors shall be responsible for the daily or as needed clean-up to maintain the cleanliness of all common corridors, restrooms, mechanical spaces, stairwells, restrooms (as designated by Landlord) and other areas that are used or traveled upon by the contractor and/or their sub-contractors. These areas include tenant floors that are shared by tenants not associated with the construction of the same floor. Pre-filters must be installed on all return air ducts, diffusers and valves and in front of any HV filter rack (see Sections 5.8 and 5.9).

1.39 All electrical/communication cables that will not be re-used must be completely removed.

1.40 During demolition, care must be taken not to disrupt the fire alarm system devices or any wiring. The contractor must arrange the removal and temporary fire alarm system wiring to be performed by the Property-approved fire alarm contractor.

Exhibit 7.4

17

1.41 Landlord may require that an engineer be on site at the cost of the tenant for major demolition work.

2. Construction Scheduling

Coordination

2.1 All tenant work shall be carried out expeditiously and with minimum disturbance and disruption to the operation of the property and without causing discomfort, inconvenience or annoyance to any of the other tenants or occupants of the property or the public at large.

2.2 All contractors and sub-contractors shall contact Landlord prior to commencing work (see Exhibit B) to confirm work location and property access, including elevator usage and times of operation. Landlord must be contacted to gain access to the property before and after regular business hours or any other hours designated from time to time by Landlord and all day on weekends and holidays.

2.3 All schedules for the performance of construction, including materials deliveries, must be coordinated through Landlord. Landlord has the right, without incurring any liability to any tenant or contractor, to stop the activities or to require rescheduling of the work based on adverse impact on the tenants or occupants of the property or in the maintenance or operations of the property.

2.4 No tenant work shall be performed in the property’s mechanical or electrical equipment rooms without Landlord’s prior approval and the supervision of a representative designated by Landlord. The tenant or contractor shall reimburse the landlord for any costs for third-party or after-hours supervision.

Shut Downs

2.5 Work that requires a system shut down during normal business hours will require a minimum of 48 hours’ notice and is subject to approval by Landlord.

2.6 If any tenant work requires the shutdown of mains for electrical systems, fire alarm, mechanical systems, sprinkler systems, plumbing systems or any other systems, such work shall be approved, coordinated and supervised by a representative of Landlord. The tenant or contractor shall reimburse the landlord for any costs for third-party or after-hours supervision.

After Hours Work

2.7 The tenant or contractor shall provide Landlord with at least 24 hours’ notice before proceeding with any after-hours work, as hereinafter defined. Work outside of regular business hours will be permitted only at the times agreed upon by the property manager, unless otherwise specifically permitted in writing by Landlord. The tenant or contractor shall provide Landlord 72 hours’ notice when access to another tenant suite is required. When working in another tenant’s suite, everything in the suite that will be affected must be protected prior to work commencing. A building engineer will be required when performing work in another tenant’s suite. The cost of the building engineer will be the tenant’s or contractor’s sole responsibility.

Exhibit 7.4

18

The following items listed are considered after-hours work:

A. All utility disruptions, disconnection and turnovers that will cause an inconvenience, disruption or disturbance or may jeopardize the safety of any other tenant or occupants in the property. Some examples: electrical, fire alarm, sprinkler work, domestic water, gas, etc. These types of work will require a minimum of 72 hours notification to Landlord.

B. Activities involving high levels of noise, including demolition, coring, drilling and ramsetting.

C. Any work causing fumes, odors, or dust to spread throughout the space that can affect the comfort or safety of any other tenants or occupants at any time. This may include: soldering, adhesives, solvents, dust, painting, refinishing, etc.

D. The delivery of materials and the distribution of such materials.

E. The removal of materials or waste materials.

F. All welding and heat cutting work.

G. Fire Alarm Testing.

3. Submission upon Completion- See also Exhibit D

3.1 Upon completion of any tenant work and prior to taking occupancy, tenant shall submit to Landlord a permanent certificate of occupancy and final approval of any other governmental agencies having jurisdiction.

3.2 A properly executed air balancing report, signed by a professional engineer, shall be submitted to Landlord upon completion of all mechanical work.

3.3 The general contractor shall submit to Landlord one (1) final full set of “as-built” drawings and one (1) electronic copy (CD/DVD).

3.4 Upon completion of the construction project Landlord will perform a visual inspection of the common areas. Any damage created from construction will be the contractor’s responsibility to repair.

Exhibit 7.4

19

Specifications

4. Materials

4.1 All materials and equipment required for the construction of the premises must comply with the property standards and conform to the plans and specifications approved by Landlord. The materials must be installed in the locations shown on the drawings approved by Landlord.

4.2 Any materials that do not conform to the property standards and require material substitution must be approved by Landlord.

4.3 No alterations to approved plans will be made without prior knowledge and approval of Landlord. Such changes shall be documented on the as-built drawings, as required to be delivered to Landlord pursuant to section 3.3 of these rules and specifications.

5. Heating, Ventilation and Air Conditioning

5.2 All equipment and materials must comply with the property standards. All substitutions must be approved by Landlord.

5.3 Any HVAC installations requiring soldering or brazing on multi-tenant floors and any work causing fumes or odors on a full floor construction project to travel beyond the immediate working area shall be done after hours. Landlord must be contacted to approve and schedule this work. Landlord will issue daily “Hot Work” permits.

5.4 The base building HVAC equipment on the floors must be operated by the property engineering staff only, unless approved by Landlord.

5.5 Air balancing must be performed if the original HVAC design is changed in any way. If the original HVAC design is changed the contract will notify Landlord to evaluate and approve the new design. The air balancer is to be hired by the general contractor, not the HVAC sub-contractor.

5.6 The addition of a terminal box and air balancing is required in areas that divide 2 tenant spaces. No VAV/FPT box is permitted to serve 2 different tenant spaces. The tenant’s engineer shall examine the availability of the system to determine whether or not the terminal box installation meets system design. Please notify Landlord if this situation occurs.

5.7 Any relocations or additions of FPT or VAV terminal boxes must include the relocation or addition of the thermostats needed to operate them. All terminal boxes’ electrical circuit wiring must be wired and labeled to the proper circuit and panel. Do not wire them to the lighting circuit.

5.8 All new or existing FPT/VAV boxes must be approved by Landlord. The FPT/VAV box and controls must be of the same type as building standard unless approved in writing by Landlord.

5.9 All thermostats that are part of the construction space must be calibrated per building standards. The return air system intake must be covered with a pre-filter material to prevent contamination of the duct system and the distribution of dust throughout the space. This pre-filter shall be checked and replaced on a regular basis during the entire construction. In the case of multi-tenant or partially occupied floors a pre-filter must be installed on all return air transfer grilles.

Exhibit 7.4

20

5.10 The terminal boxes throughout the construction space must have pre-filters installed at each terminal box air intake to prevent contamination of the duct system and the distribution of dust throughout the space. These filters shall be checked and replaced on a regular basis during the entire construction period. New filters must be installed after construction is complete.

5.11 With the installation of any equipment that may require a flexible connector (flex) to be installed, the size of the flex shall be as short as possible and no longer that (5) five feet.

5.12 The installation of all tenant self-contained air conditioning units (SCAC) shall be subject to the following conditions (A-G listed below):

A. At no time will the tenant be allowed to dump return air from any type of supplemental cooling into the ceiling plenum.

B. All equipment, valves, controls, meters and other components must be installed in order to provide reasonable access and to properly maintain and service the equipment.

C. All new HVAC controls, pumps, and systems that are installed shall have a system diagram and/or control diagram affixed to the inside of the control box of the adjacent wall. The electrical panel shall be properly marked indicating the new equipment.

D. All condensate lines must be tied into an existing drain line and not onto the floor. These lines are not permitted to be run across the floor at any point.

E. The electrical wiring must be installed to the proper circuit panel. All new equipment shall be wired per manufacturers’ specifications. A submeter (e-mon) meter shall be installed at the tenant’s expense so that proper electricity billing can be done.

F. All penetrations caused from any HVAC installation must be sealed with an approved fire proofing material. All penetrations caused by the removal of any HVAC equipment and piping must be filled with the appropriate materials. The removal of piping from floors requires that the floor be filled with cement. The contractor shall be responsible for all existing penetrations that have been disturbed by the installation or removal of HVAC equipment.

G. Any ceilings accessed for HVAC installations must be properly replaced. Ceiling tiles that are damaged or missing will be the responsibility of the contractor. All labor and/or replacement costs to repair the ceiling will be charged to the contractor.

Exhibit 7.4

21

6. Electrical Systems

6.1 If it is required that electrical power to base building circuits or power to other tenant spaces be shut down, Landlord must be notified. Then, only under the direction of Landlord, may the power be shut down.

6.2 All conductors/circuits of 50 volts or more and any low voltage cables 50 volts or less must be installed in accordance with any applicable codes.

6.3 No live work is permitted at any time. Lockout / Tagout procedures shall be followed at all times. Panel covers must be re-installed immediately, before energizing, to prevent unauthorized access and to prevent any safety hazards.

6.4 All existing, new and relocated circuits must be properly marked in the electrical panel(s) at the conclusion of the project.

6.5 The addition of all electrical panels, sub-panels, transformers and other major equipment must be provided by Tenant on MEP plans.

6.6 All electrical wiring that is installed in the mechanical rooms, electrical rooms, telephone rooms, storage rooms and any other exposed areas must be provided by Tenant on MEP plans. In the event MEP plans cannot be met, Landlord must notify Tenant to establish an approved method of installation.

6.7 All penetrations caused from any electrical installation must be sealed with an approved fire proofing material. All penetrations caused from the removal of electrical conduits, cables and equipment must be filled with the appropriate materials. The removal of floor outlets requires the floor to be filled with cement. The contractor shall be responsible for all existing penetrations that have been disturbed by the installation or the removal of conduits, cables and equipment.

6.8 National Electric Code shall be followed for all wiring methods. Cables must be independently supported and properly affixed to the framing members above the ductwork. No cables shall be supported from the lighting fixtures, sprinkler piping, conduits, etc.

6.9 All circuits entering panels, disconnects, gear, etc. must be installed into a conduit. A pull-can must be installed above the suspended ceiling within the tenant space and piped to the enclosure. BX cables are not allowed to be directly installed into the panel.

6.10 Any ceilings that have been accessed for all electrical installations must be properly replaced. Ceiling tiles that are damaged or missing will be the responsibility of the contractor. All labor and/or replacement costs to repair the ceiling will be charged to the contractor.

6.11 Any electrical/communication cables that will no longer be utilized and disconnected must be pulled out completely. Cables must be disconnected and removed from the ceiling, electrical rooms, mechanical rooms or any other chase all the way back to their originating source or connection point.

Exhibit 7.4

22

7. Fire Alarm / Life Safety System

7.1 Any charges incurred in taking any life safety service off-line and returning it to normal service will be the contractor’s or tenant’s responsibility. This includes any charges from Cambridge Fire Department, property-approved contractors, engineering personnel or other involved vendors. The required notification is 24 hours before service disconnect or reconnect.

7.2 False or unnecessary fire alarms caused by the construction that results in a fine or any other charges will be the responsibility of the contractor or tenant.

7.3 All additions, modifications and tie-ins to the fire alarm system must be made at the direction of the authority having jurisdiction and coordinated by Landlord. The property standard fire alarm contractor must be used to facilitate all work pertaining to the fire alarm system (see Property Approved Contractors at the end of this document).

7.4 All devices that are added, removed or changed in any way must be reflected in changes in programming to the fire command center, at the tenant’s expense.

7.5 The addition of speaker/strobes to the fire alarm system and their locations must comply with local ADA requirements.

7.6 The property’s fire alarm system must be evaluated before the addition and/or required replacement of ADA speaker/strobes to the present system. If it is determined that the additional and/or required replacement of these strobes will affect the proper operation of the system, a booster panel must be added. The tenant or contractor will be responsible for any costs associated with installation of this booster panel. Landlord must approve all changes to the fire alarm system.

7.7 Smoke detectors and other fire alarm system devices must be protected during spray painting, demolition or performance of other jobs that may cause these devices to become contaminated. Protection devices will be provided by the Engineering Department and must be removed by the end of each day they are installed.

7.8 During most construction work the Cambridge Fire Prevention Office requires a bagging permit. A Cambridge Fire Department representative will visit the construction site, approve the site and issue the permit. The contractor is responsible for covering the smoke detectors daily during all construction and removing coverings daily upon completion.

7.9 No pre-action or other tenant standalone life safety system may be tied into the base property without said system having being approved by the Cambridge Fire Department and any other applicable governing body. Copies of such approval must be provided to the operations manager.

7.10 Any ceilings that have been accessed for fire alarm installations must be properly replaced. Ceiling tiles that are damaged or missing will be the responsibility of the contractor. All labor and/or replacement costs to repair the ceiling will be charged to the contractor.

Exhibit 7.4

23

7.11 All FA wire to be MC type cable.

7.12 All FA wiring must be class “A.”

7.13 All new devices must be compatible with the building’s fire alarm system.

7.14 A pretest of all devices must be performed prior to the local fire department’s acceptance test. The pretest must be scheduled with the building fire alarm contractor 3 business days in advance.

7.15 All smoke detectors and other fire alarm devices that are disabled for construction shall be re-enabled at end of construction shift (day or night).

7.16 Fire Department rules should be followed at all times when disabling/enabling points.

7.17 A fire alarm panel enable/disable request form or such other format Landlord designates (i.e.: email) shall be completed and provided to Landlord with a minimum of 24 hours’ notice prior to any points being altered.

8. Sprinkler Work

8.1 All sprinkler work must be installed in accordance with the Cambridge Fire Department and/or other governing agencies.

8.2 All sprinkler contractors must be approved by Landlord.

8.3 No Sprinkler shutoff valves shall be opened or closed without first giving notice to Landlord and then only under the direction of Landlord shall these valves be exercised.

8.4 Closing sprinkler valves requires them to be tagged with an impairment control tag and the impairment logbook must be filled out and posted in the Fire Command Center. Landlord must be notified to implement this procedure.

8.5 Anytime a sprinkler shutoff valve is closed to work on the system it must be opened by the end of the day and the building property team must be notified and present. Under no circumstances will any section of the floor be left without sprinkler coverage during non-business hours. Landlord must be contacted if these conditions cannot be met.

8.6 When adding sprinkler heads it is required to match the existing sprinkler heads. In the event the standard head is unavailable, an approved replacement head can be used. The sprinkler heads in the same visual area must match. Sprinkler head types must be consistent within the same visual area.

8.7 The contractor is responsible for providing fire extinguishers during the entire construction. No pipe should be next to or in front of FPT/VAV boxes.

Exhibit 7.4

24

9. Plumbing Systems

9.1 All plumbing installations must comply with local and state plumbing codes.

9.2 Soldering and or brazing of plumbing installations shall be done after hours if there is a possibility fumes will travel beyond the work site. Landlord must be contacted to approve and schedule this work. Landlord will issue daily “Hot Work” permits.

9.3 All penetrations caused from any plumbing installation must be sealed with an approved fire proofing material. All penetrations caused from the removal of plumbing piping and equipment must be filled with the appropriate materials. The removal of floor penetrating piping requires the floor to be filled with cement. The contractor shall be responsible for all existing penetrations that have been disturbed by installation or removal of plumbing piping and equipment.

9.4 Landlord must be notified of any plumbing work that will require domestic water feeding other areas of the property to be turned off. The work must first be approved and scheduled by Landlord before any disconnection or shut off occurs.

9.5 Shut off valves must be provided at all sinks and equipment that require use of the domestic water system.

9.6 Hot and cold water pipes shall be insulated in accordance with applicable code.

9.7 Any ceilings that have been accessed for all plumbing installations must be properly replaced. Ceiling tiles that are damaged or missing will be the responsibility of the contractor. All labor and/or replacement costs to repair the ceiling will be charged to the contractor.

9.8 Any hot water tanks will require a water sensor and an automatic shutoff valve.

10. Welding and Heat Cutting Work

10.1 Before any welding or cutting is done the contractor must obtain a welding and cutting permit from the Cambridge Fire Prevention office and submit it to Landlord for approval and recommendations. A letter acknowledging the work may be required by the Cambridge Fire Department and can be provided by Landlord.

10.2 The sprinkler system must be in service at the location of the work site.

10.3 A fire watch should be maintained on the floor levels where the work is conducted and the floors above and below shall be monitored by the fire watch for at least one hour after welding or burning has ceased. The area shall be monitored by the contractor for two hours after the job is completed. If there is a chance that slag could enter into a utility or elevator shaft, then the fire watch should cover the base of the shaft as well as the intermediate floors.

10.4 Smoke detectors must be covered and or deactivated by the buildings fire alarm contractor at the location of the work area. Landlord will engage the fire alarm contractor to uncover and or activate the smoke detectors when the work is complete.

Exhibit 7.4

25

10.5 All combustible materials shall be located at least 35 feet from the welding and burning area and must be covered by non-combustible materials.

10.6 All flammable liquids and materials must be removed from the welding and burning location.

10.8 A minimum of 1 multi-purpose 20 lb. fire extinguisher must be provided within 10 feet of the work area. The extinguisher must be fully charged and have been properly serviced within the last year. It is the responsibility for the contractor to provide all extinguishers.

10.9 A hot work permit must be filled out (see property team for form).

10.10 All floor, wall penetrations, air ducts and transfers shall be covered and the air turned off to prevent sparks from traveling through ductwork.

10.11 Smoke eaters will be required anytime excessive smoke is present. The contractor will be responsible for notifying Landlord of any smoke created and will receive direction of what steps will be required to eliminate or reduce the smoke.

11. Keys and Locks

11.1 Only Landlord personnel are allowed to change base building door cylinders at any time. Any unauthorized key cylinders will be drilled out and removed at the tenant’s or general contractor’s expense.

11.2 No master keys will be given or loaned to any contractor or construction personnel without the written permission of Landlord and exchanged with a valid driver’s license. Keys that are provided during construction must be returned at the end of the project or the cost of rekeying will be absorbed by the contractor.

11.3 All lock work must adhere to the buildings Master Key System. Please ask Operations Manager for property specific key information and vendors.

12. Finishes, Flooring, and Ceilings

12.1 No oil base paints, stains, varnishes or like substances will be used within the property without the written consent of Landlord.

12.2 These products typically cannot be applied during normal business hours. Scheduling such work and the operation of the property exhaust fans must be used to eliminate or reduce the off gassing of any such products. Landlord must be contacted to arrange any such work. Additional ventilation, including after-hours HVAC and smoke detector plug-out/plugin fees, may apply and shall be determined by Landlord.

Exhibit 7.4

26

Contacts

Tenant Service Coordinator

Kim Sullivan

978-790-4835; ksullivan@thedaviscompanies.com

Building Superintendent

Jesse Moody

603-973-9195; jmoody@thedaviscompanies.com

Property Manager

Jason Biedrzycki

603-320-7594; jbiedrzycki@thedaviscompanies.com

Exhibit 7.4

27

Exhibit A

Certificates of Insurance

Certificates of Insurance

Landlord requires all service contractors to carry insurance. Property Management collects certificates of insurance demonstrating that each vendor’s insurance meet Landlord minimum requirements and name DIV 35 CPD, LLC, The Davis Companies and other related parties as additional insureds.

Service Contractor Certificates

The specific insurance requirements for a particular service contractor are those written into their contract with the building owner/manager or tenant, and these may differ from the guidelines listed below. When determining whether or not a certificate shows coverage that meets the actual requirements for a particular service contractor, always refer to the contract wording.

For service contractors, Landlord standard operating procedure requires having a certificate of insurance naming the owner and manager of the building as additional insured, and having a signed contract/service agreement in place listing the insurance requirements and having an indemnification section.

General Guidelines

The following are insurance guidelines for service contractors.

1. Workers Compensation: Statutory Coverage in accordance with the laws of the state with coverage at $500,000.

2. General Liability: Comprehensive general liability insurance with combined single limit coverage of not less than $1,000,000 per occurrence, $2,000,000 aggregate. Said coverage shall include provisions for blanket contractual liability, personal injury and broad form property damage.

3. Automobile Liability: Bodily injury and property damage in an amount not less than $1,000,000 combined single limit covering all owned, non-owned, hired or leased vehicles.

4. Property – Service Contractors: Property Insurance will cover the physical loss, including theft, or damage to equipment, machinery, supplies or tools owned, leased, hired or borrowed by contractor, utilized or operated by contractor while performing contracted services. The valuation basis shall be “replacement cost.”

Certificate Holders and Additional Insureds

Service contractors are required to add the Landlord as an additional insured with regard to the General Liability policy.

The insurance described above shall be in the name of the Contractor and name Landlord as certificate holder.

Exhibit 7.4

28

The Certificate of insurance should also name the following parties as additional insureds:

• DIV 35 CPD, LLC

• Davis Management Company, LLC

• TDC Development Group, LLC

• 35 Cambridge Park Member, LLC

• 35 Cambridge Park Manager, LLC

Exhibit 7.4

29

Exhibit B

Pre-Construction Meeting

Prior to any construction commencing, a Pre-Construction Meeting must be scheduled by the general contractor with all relevant parties, including the superintendent, project manager and members designated by Landlord, must attend. This meeting must be scheduled no later than 1 week prior to work commencing. All meeting notes and future meeting schedules/notes need to be maintained and distributed via email or hard copy by the general contractor.

The form that follows must be completed by the general contractor and forwarded to Landlord prior to the Pre Construction Meeting, with the exception of information that is unavailable to the general contractor.

Exhibit 7.4

30

DIV 35 CPD, LLC

Building Owner Representative Pre-Construction Meeting

Date:                                                          Prepared by:

Project name:                                         Project Duration:

Project address:

Attendees:

Distribution to:

Attendees                                 Other:                                                                                                                                   

Contact Information

Contractor	Building Owner Representative
Project Manager	Primary contact and title
Phone	Phone
Fax	Fax
Cell	Cell
Email	Email
Pager	Pager
Project Supervisor	Secondary contact and title
Phone	Phone
Fax	Fax
Cell	Cell
Email	Email
Pager	Pager

Weekly Meetings

	Day	Time	Location
Look-Ahead / Site Inspection
Job-site Meeting

Received by Building Owner Representative

Exhibit 7.4

31

	Date	Yes	No	N/A	Comments:
Building permit
Other permits
Plans / Documents
Project schedule
Certificate of Insurance
Contractor Safety Plan

Tenant acknowledges:

	Yes	No	N/A	Comments:
Review Terms of Work Letter
Review Requirements for Periodic Disbursements
Review Requirements for Final Disbursements
Standard form of Lien Waiver (Full and Partial) delivered to tenant

Contractor acknowledges:

	Yes	No	N/A	Comments:
Rules and regulations received
Unauthorized areas identified				Contractors must enter and exit the building through the loading dock or rear doors to the building. Access to and from the construction floors will be via a pre-scheduled padded elevator during off hours. The GC is responsible for providing this list per the Construction Rules, Specifics and Standards.
Smoking areas identified				Smoking is not allowed anywhere in the building. All smoking is at the rear/south entry to the building at the designated smoking area.
Dumpster locations/restrictions identified				With the approval of Landlord, a dumpster may be installed in the loading dock only during off-hours and must be removed by 7am. Proper clean-up must also be completed prior to 7am. At no time is material to be disposed of in a Landlord owned trash/recycling receptacle nor left on the dock.
Tenant Access				Access to tenant suites must be provided to Landlord a minimum of 72 hours in advance. Contractor will not have permission to enter tenant suite until property team has confirmed entry is allowed by the tenant. Contractors are not permitted to directly request access to other tenants. All work performed in other tenant suites will require the contractor to protect tenants items and put the space back as they found it.

General information reviewed

	Comments:
Signage locations

Exhibit 7.4

32

Parking regulations

Fire watch requirements (open flame docs.)

Notification of tenants by whom?

Temp protection (common areas / other)

Potential problem areas

Hours of Operation:

	Comments:
Normal work hours	7:00 am to 6:00 pm Monday through Friday. 8am-1:00pm Saturdays
Access to common areas of property	Contractors are not to access or egress the building through the building lobby. Additionally, no contractor will be allowed into the building unless they have been approved by the building, The GC is responsible for providing this list per the Construction Rules, Specifics and Standards.
Loading / load-out	Large deliveries must be scheduled off-hours with Landlord. Floor protection.
Dumpster removal	May be kept on-site only during off-hours and must be removed by 7am.
Work that must be done off hours & times	Contractor acknowledges that they will inform all subcontractors that the following work must be scheduled during off-hours: heavy demolition, core drilling, ram-setting, shooting floor track, shooting ceiling track for acoustical ceilings, hangers or other appurtenances (HVAC, duct work, etc.). Off-hours defined as: after 6:00pm and before 7:00am, Monday—Friday, and from 1:00pm Saturday to 8:00am Monday, unless obtaining permission from Landlord to work on Saturdays before 1:00pm.

Building Systems: Sprinkler

	Comments:
Emergency shut off location	Will be pointed out on walk-through with job superintendent by Landlord.
Who does GC notify of shutdown?	The Property Manager
Who notifies fire alarm company?	The Property Manager will notify Landlord’s vendor as necessary. A request form must be completed for all plug in and out requests.
Name of fire alarm company	SimplexGrinnell
Shut down / testing fees
Shutdown procedure (drain & fill)	Notify Landlord with appropriate notice via email. No building impairments allowed during non-business hours without prior advance notice and required coverage.
Personnel required during drain and fill testing

Exhibit 7.4

33

Building Systems: HVAC/Air Quality

	Comments:
HVAC hours of operation	7:00 am to 6:00 pm Monday through Friday, Saturday 8am-1:00pm
Filters on returns
Control relocation/demo procedures
Duct smokes
Preferred control contractor
Preferred balancing contractor
Air quality equipment required

Building Systems: Utilities

	Comments:
Water shutdown location / time	Performed during off-hours.
Natural gas shutdown location / time	Performed during off-hours.
Medical gas shutdown location / time / certificates	Performed during off-hours.
Electrical service shutdown location / time	Performed during off-hours.
Electrical lock-out / tag-out procedure

Building Systems: Fire Alarm

	Comments:
Emergency shut off location
Pre-test preformed	Fire alarm system pre-test performed during off-hours.
Who does GC notify of shutdown?
Who notifies fire alarm company?	The Property Manager will coordinate all correspondence

Exhibit 7.4

34

Name of fire alarm company
Shut down / testing fees
Shutdown procedure	Notify property team with appropriate notice via email to all of the following: No building impairments allowed during non-business hours without prior advance notice and required coverage.
Personnel required during final testing
Preferred test day / time of fire alarm test	Fire alarm system pre-test performed during off-hours.
Smoke detector procedure

Building Envelope

Building’s roofer required?

Window removal required?

Other

Contractor Representative

Project Manager Signature                                     Date

Print Name and Title

Building Representative

Building Representative Signature                             Date

Print Name and Title

The Information herein reflects the authors’ understanding of discussions at the meeting and should any of those present have different recollections, they should advise the author of necessary revisions within 48 hours of the issuance of these minutes. These minutes are provided as a record of discussions and agreements reached at the referenced meeting. Any errors or omissions are to be reported to the author in writing within 5 days of receipt.

Please note that in the event of a conflict in language between this document, the Construction, Specifications and Standards or other such Equity Office document including leases, provided to the contractor(s), architect, tenant, etc., and unless otherwise stated by Landlord in writing, the more stringent terms and/or building codes/regulations shall supersede the others.

Exhibit 7.4

35

Exhibit C

Lien Waivers

Lien Waivers

For general contractor contracts for less than $100,000, DIV 35 CPD, LLC ( Landlord) will (prior to payment) obtain conditional and unconditional lien waivers from the general contractor (but not from any subcontractor) for any capital improvement or tenant improvement project. However, in the event the amount of the contract with the general contractor is equal to or exceeds $100,000, Landlord, in addition to obtaining the aforementioned lien waivers, will (prior to payment ) obtain conditional and unconditional lien waivers from any subcontractor with a contract equal to or over $25,000.

Subsequent payments on contracts will not be made without receiving unconditional lien releases for all prior payments. Prior to the retainage payment, the contractor will present Landlord with a close-out package for all new development, capital improvement and tenant improvement work.

Landlord will follow-up and obtain unconditional final payment lien waivers from contractors and subcontractors upon payment of the retainage.

Conditional lien waivers must be submitted by subcontractors for providing service and materials as well as the general contractor for the entire amount of the construction payment request before the construction pay application can be funded. All subsequent pay applications must contain unconditional lien waivers for prior construction funding and conditional lien waivers for current construction payment requests.

A 10% retention will be withheld until the construction project is complete and all the appropriate lien waivers are received.

Exhibit 7.4

36

PARTIAL WAIVER AND SUBORDINATION OF LIEN

COMMONWEALTH OF MASSACHUSETTS         )             Date:                                     ) SS

                    Application for payment No.:                 

COUNTY OF                                                          )

OWNER:             

CONTRACTOR:             

LENDER/MORTGAGEE:             

1. Original Contract Amount: $            

2. Approved Change Orders: $            

3. Adjusted Contract Amount: $            

(line 1 plus 2)

4. Completed to Date: $            

5. Less Retainage: $            

6. Total Payable to Date: $            

(line 4 less line 5)

7. Less Previous Payments: $            

8. Current Amount Due: $            

(line 6 less line 7)

9. Pending Change Orders: $            

10. Disputed Claims: $            

The undersigned who has a contract with             for furnishing labor or materials or both labor and materials or rental equipment, appliances or tools for the erection, alteration, repair or removal of a building or structure or other improvement of real property known and identified as             located in             (city or town),             County, Commonwealth of Massachusetts and owned by the above referenced Owner, upon receipt of             ($            ) in payment of an invoice/requisition/application for payment dated             , 20            , does hereby:

(a) waive any and all liens and right of lien on such real property for labor or materials, or both labor and materials, or rental equipment, appliances or tools, performed or furnished through the following date:             (payment period), except for retainage, unpaid agreed or pending change orders, and disputed claims as stated above; and

(b) subordinate any and all liens and right of lien to secure payment for such unpaid, agreed or pending change orders and disputed claims, and such further labor or materials, or both labor and materials, or rental equipment, appliances or tools, except for retainage, performed or furnished at any time through the twenty-fifth day after the end of the above payment period, to the extent of the amount actually advanced by the above lender/mortgagee through such twenty-fifth day.

Signed under the penalties of perjury this             day of             , %            .

COMPANY NAME:                             

ADDRESS:                                            

SIGNATURE:                                     

PRINTED NAME:                              

TITLE:                                                  

The giving of a partial waiver and subordination of lien by any contractor under MGLA chapter 254, section 32 shall not affect the lien rights of any other person claiming a lien under any section of MGLA chapter 254.

Exhibit 7.4

37

CONTRACTOR’S AFFIDAVIT

COMMONWEALTH OF MASSACHUSETTS      )

                                                                 )                     SS

COUNTY OF                                                                )

TO WHOM IT MAY CONCERN:

THE UNDERSIGNED, (NAME)            BEING DULY SWORN, DEPOSES AND SAYS THAT HE OR SHE IS (POSITION)            OF (COMPANY NAME)            WHO IS THE CONTRACTOR FURNISHING            WORK ON THE BUILDING LOCATED AT            OWNED BY           .

That the total amount of the contract including extras* is $            which he or she has received payment of $           prior to this payment. That all waivers are true, correct and genuine and delivered unconditionally and that there is no claim either legal or equitable to defect the validity of said waivers. That the following are the names and addresses of all parties who have furnished material or labor, or both, for said work and all parties having contracts or sub contracts for specific portions of said work or for material entering into the construction thereof and the amount due or to become due to each, and that the items mentioned include all labor and material required to complete said work according to plans and specifications:

NAMES AND ADDRESSES	WHAT FOR	CONTRACT PRICE INCLDG EXTRAS*	AMOUNT PAID	THIS PAYMENT	BALANCE DUE
		$	$	$	$
		$	$	$	$
		$	$	$	$
		$	$	$	$
		$	$	$	$
		$	$	$	$

That there are no other contracts for said work outstanding, and that there is nothing due or to become due to any person for material, labor or other work of any kind done or to be done upon or in connection with said work other than above stated.

DATE                                                                              SIGNATURE                                                                                               

SUBSCRIBED AND SWORN TO BEFORE ME THIS            DAY OF           , 20          .

NOTARY PUBLIC

* EXTRAS INCLUDE BUT ARE NOT LIMITED TO CHANGE ORDERS, BOTH ORAL AND WRITTEN, TO THE CONTRACT.

Exhibit 7.4

38

FINAL WAIVER OF LIEN

COMMONWEALTH OF MASSACHUSETTS                )                                 Date:                                 ) SS

                                                     Application for payment No.:             

COUNTY OF                                                                          )

OWNER:                                                              

CONTRACTOR:                                                  

LENDER/MORTGAGEE:                                  

1. Original Contract Amount: $            

2. Approved Change Orders: $            

3. Adjusted Contract Amount: $            

(line 1 plus line 2)

4. Less Previous Payments: $            

5. Final Amount Due: $            

(line 3 less line 4)

(includes retention)

The undersigned who has a contract with             for furnishing labor or materials or both labor and materials or rental equipment, appliances or tools for the erection, alteration, repair or removal of a building or structure or other improvement of real property known and identified as             located in             (city or town),             County, Commonwealth of Massachusetts and owned by the above referenced Owner, upon receipt of             ($            ) in payment of an invoice/requisition/application for payment dated             , 20            , does hereby waive any and all liens and right of lien on such real property for labor or materials, or both labor and materials, or rental equipment, appliances or tools, heretofore performed or furnished heretofore furnished by the undersigned for the above-described premises.

Upon receipt of the final payment as set forth above, and in consideration thereof, being thus full payment for any and all work performed pursuant to the Contract by the undersigned at the Property as of this date, the receipt and sufficiency of which is hereby acknowledged, the undersigned does hereby forever release and discharge the Owners from any and all claims, whether known or unknown, of whatever nature relating to any and all issues in connection with the performance of or furnishing by the undersigned of any labor or materials or both labor and materials, or rental equipment, appliances or tools, performed or furnished at or on the Property or pursuant to the Contract from the beginning of the world until the date hereof.

Signed under the penalties of perjury this                                     day of                             , 20            .

COMPANY NAME:                                                                                                                 

ADDRESS:                                                                                                                                

SIGNATURE:                                                                                                                         

PRINTED NAME:                                                                                                                   

TITLE:                                                                                                                                      

The giving of a waiver and subordination of lien by any contractor under MGLA chapter 254, section 32 shall not affect the lien rights of any other person claiming a lien under any section of MGLA chapter 254.

Exhibit 7.4

39

CONTRACTOR’S AFFIDAVIT

COMMONWEALTH OF MASSACHUSETTS             )

                                                                            )                 SS

COUNTY OF                                                                      )

TO WHOM IT MAY CONCERN:

THE UNDERSIGNED, (NAME)            BEING DULY SWORN, DEPOSES AND SAYS THAT HE OR SHE IS (POSITION)            OF (COMPANY NAME)            WHO IS THE CONTRACTOR FURNISHING            WORK ON THE BUILDING LOCATED AT            OWNED BY           .

That the total amount of the contract including extras* is $            which he or she has received payment of $           prior to this payment. That all waivers are true, correct and genuine and delivered unconditionally and that there is no claim either legal or equitable to defect the validity of said waivers. That the following are the names and addresses of all parties who have furnished material or labor, or both, for said work and all parties having contracts or sub contracts for specific portions of said work or for material entering into the construction thereof and the amount due or to become due to each, and that the items mentioned include all labor and material required to complete said work according to plans and specifications:

NAMES AND ADDRESSES	WHAT FOR	CONTRACT PRICE INCLDG EXTRAS*	AMOUNT PAID	THIS PAYMENT	BALANCE DUE
		$	$	$	$
		$	$	$	$
		$	$	$	$
		$	$	$	$
		$	$	$	$
		$	$	$	$

That there are no other contracts for said work outstanding, and that there is nothing due or to become due to any person for material, labor or other work of any kind done or to be done upon or in connection with said work other than above stated.

DATE                                                                            SIGNATURE                                                                                                       

SUBSCRIBED AND SWORN TO BEFORE ME THIS            DAY OF           , 20          .

NOTARY PUBLIC

* EXTRAS INCLUDE BUT ARE NOT LIMITED TO CHANGE ORDERS, BOTH ORAL AND WRITTEN, TO THE CONTRACT.

Exhibit 7.4

40

Exhibit D

Closeout Documents

List of Required Documents

Prior to a project closing out, Landlord requires the following documents to be submitted. Payment for the final invoice and any retainage shall not be released until all these documents have been submitted to Landlord in adequate form.

All vendors, including the general contractor being paid on a particular payment request, must complete a partial lien waiver for partial payments prior to the invoice being approved. Additionally, all vendors, including the general contractor, must complete a final lien waver prior to the invoice being approved. Please use the forms contained at Exhibit C.

1. Signed letter from tenant accepting condition satisfaction

2. Design Professional’s Final Inspection & Report

3. Signed punch list indicating completion

4. Certificate of Substantial Completion

5. Partial and Final Lien Waivers (GC & Subcontractor if necessary)

6. Union Labor Summary Sheet for all projects greater than $500,000

7. O&M Manuals: One hard copy and one electronic copy (CD/DVD) with warranties

8. Permanent Certificate of Occupancy

9. As-built plans: one hard copy and one electronic copies (CD/DVD)

10. LEED 75% recycling certificate

11. Executed air balancing report by a professional engineer

Note: Documents may be added/deleted to this list by Landlord as needed and proper notice will be provided.

Exhibit 7.4

41

Exhibit E

Aerial Lift Form

Select equipment type utilized or project type

Powered Platform                     Roofing Work                         Cooling Tower Services

Swing Staging System Scissor Lift                                              Special Lifts

Crane                             Extension Ladder                                 Other Work

Scaffolding                         Elevated HVAC Equipment             Other Equipment

Bucket Truck               Equipment Maintenance Services

Man Lift                                     Bosun Chair

Material Deliveries                 Glass Replacement

Standard information

Date:

Job Name:

Job Location:

Contractor Name:

Contractor Telephone Info

Sub-Contractor (if Applicable)

Description of Work:

Equipment Type:

Manufacturer of Equipment:

Plan Prepared By:

Forman:

Competent Person: (if someone other than foreman)

Exhibit 7.4

42

Required documentation

Items checked below are site-specific safety rules and documents required prior to start of any work:

Executed copy of DIV 35 CPD, LLC contract

Provide insurance certificate (use attached sample enclosed with contract)

Provide a copy of contractor’s company safety plan

Provide training certificates for each person working on-site

Provide employee identification for all employees working on-site

Provide written work specific safety procedure (see below)

Provide police detail / traffic coordination

Provide a most recent maintenance record of equipment being used

Please provide equipment pre-operational check-list if applicable

Provide P.E approved work plan or letter for specific procedure (structural tie-in, weight loading, tie-off locations & etc.) (please use FST Engineering Co.)

Provide any required federal or state permits associated with the project

Completed and notarized OSHA Acknowledgement Certification Record (attached)

Work specific safety procedure

Explain method of set-up, tie-off procedures and layout. Refer to and include OSHA standards and other applicable federal and state regulations as it relates to the specific scope of work. Provide a detailed explanation below. If work is associated to maintenance of equipment within safe distances per OSHA guidelines please explain acknowledgement of such distances. (or attach separate document)

Exhibit 7.4

43

OSHA Acknowledgement Certification Record

State of                     

                 SS

County of                 

The undersigned             , who is employee of              located at             hereby certifies that he is a competent person pursuant to the Requirements of OSHA and is responsible for safety of his employees and that on             understands hazards associated at            location and has read & understands OSHA standards and other federal and state regulations associated with work being performed.

Signature                                                                      

SIGNED AND SWORN TO BEFORE ME

THIS              DAY OF                 

Notary Public

Exhibit 7.4

44

EXHIBIT 7.6.1.1

35 CAMBRIDGEPARK DRIVE

ENVIRONMENTAL QUESTIONNAIRE

ENVIRONMENTAL QUESTIONNAIRE

FOR COMMERCIAL AND INDUSTRIAL PROPERTIES

Property Name:                                                                                                                                                        

Property Address:                                                                                                                                                    

Instructions: The following questionnaire is to be completed by the Lessee representative with knowledge of the planned operations for the specified building/location. Please print clearly and attach additional sheets as necessary.

1.0 PROCESS INFORMATION

Describe planned use, and include brief description of manufacturing processes employed.

2.0 HAZARDOUS MATERIALS

Are hazardous materials used or stored? If so, continue with the next question. If not, go to Section 3.0.

2.1 Are any of the following materials handled on the Property?         Yes         No

(A material is handled if it is used, generated, processed, produced, packaged, treated, stored, emitted, discharged, or disposed.) If so, complete this section. If this question is not applicable, skip this section and go on to Section 5.0.

Explosives	Fuels	Oils
Solvents	Oxidizers	Organics/Inorganics
Acids	Bases	Pesticides
Gases	PCBs	Radioactive Materials
Other (please specify)

2-2. If any of the groups of materials checked in Section 2.1, please list the specific material(s), use(s), and quantity of each chemical used or stored on the site in the Table below. If convenient, you may substitute a chemical inventory and list the uses of each of the chemicals in each category separately.

Material Physical State (Solid, Liquid, or Gas) Usage Container
Size Number of
Containers Total
Quantity

Exhibit 7.6.1.1

1

2-3. Describe the planned storage area location(s) for these materials. Please include site maps and drawings as appropriate.

3.0 HAZARDOUS WASTES

Are hazardous wastes generated?         Yes         No

If yes, continue with the next question. If not, skip this section and go to Section 4.0.

3.1 Are any of the following wastes generated, handled, or disposed of (where applicable) on the Property?

Hazardous wastes	Industrial Wastewater
Waste oils	PCBs
Air emissions	Sludges
Regulated Wastes	Other (please specify)

3-2. List and quantify the materials identified in Question 3-1 of this section.

WASTE GENERATED RCRA listed Waste? SOURCE APPROXIMATE
MONTHLY
QUANTITY WASTE
CHARACTERIZATION DISPOSITION

3-3. Please include name, location, and permit number (e.g. EPA ID No.) for transporter and disposal facility, if applicable). Attach separate pages as necessary.

Transporter/Disposal Facility Name Facility Location Transporter (T) or Disposal (D)
Facility Permit
Number

3-4. Are pollution controls or monitoring employed in the process to prevent or minimize the release of wastes into the environment?        Yes        No

3-5. If so, please describe.

Exhibit 7.6.1.1

2

4.0 USTS/ASTS

4.1 Are underground storage tanks (USTs), aboveground storage tanks (ASTs), or associated pipelines used for the storage of petroleum products, chemicals, or liquid wastes present on site (lease renewals) or required for planned operations (new tenants)?             Yes            No            

If not, continue with Section 5.0. If yes, please describe capacity, contents, age, type of the USTs or ASTs, as well any associated leak detection/spill prevention measures. Please attach additional pages if necessary.

Capacity Contents Year Installed Type (Steel,
Fiberglass, etc.) Associated Leak Detection / Spill
Prevention Measures^*

*Note:	The following are examples of leak detection / spill prevention measures:
	Integrity testing	Inventory reconciliation	Leak detection system
	Overfill spill protection	Secondary containment	Cathodic protection

4-2. Please provide copies of written tank integrity test results and/or monitoring documentation, if available.

4-3. Is the UST/AST registered and permitted with the appropriate regulatory agencies? Yes No If so, please attach a copy of the required permits.

4-4. If this Questionnaire is being completed for a lease renewal, and if any of the USTs/ASTs have leaked, please state the substance released, the media(s) impacted (e.g., soil, water, asphalt, etc.), the actions taken, and all remedial responses to the incident.

4-5. If this Questionnaire is being completed for a lease renewal, have USTs/ASTs been removed from the Property?         Yes         No

If yes, please provide any official closure letters or reports and supporting documentation (e.g., analytical test results, remediation report results, etc.).

4-6. For Lease renewals, are there any above or below ground pipelines on site used to transfer chemicals or wastes?             Yes         No

For new tenants, are installations of this type required for the planned operations?         Yes         No

If yes to either question, please describe.

Exhibit 7.6.1.1

3

5.0 ASBESTOS CONTAINING BUILDING MATERIALS

Please be advised that an asbestos survey may have been performed at the Property. If provided, please review the information that identifies the locations of known asbestos containing material or presumed asbestos containing material. All personnel and appropriate subcontractors should be notified of the presence of these materials, and informed not to disturb these materials. Any activity that involves the disturbance or removal of these materials must be done by an appropriately trained individual/contractor.

6.0 REGULATORY

6-1. Does the operation have or require a National Pollutant Discharge Elimination System (NPDES) or equivalent permit?         Yes         No

If so, please attach a copy of this permit.

6-2. Has a Hazardous Materials Business Plan been developed for the site?         Yes         No

If so, please attach a copy.

CERTIFICATION

I am familiar with the real property described in this questionnaire. By signing below, I represent and warrant that the answers to the above questions are complete and accurate to the best of my knowledge. I also understand that Lessor will rely on the completeness and accuracy of my answers in assessing any environmental liability risks associated with the property.

Signature:

Name:

Title:

Date:

Telephone:

Exhibit 7.6.1.1

4

Exhibit 14.1

Form of SNDA

NON-DISTURBANCE, ATTORNMENT AND SUBORDINATION AGREEMENT

THIS NON-DISTURBANCE, ATTORNMENT AND SUBORDINATION AGREEMENT (this “Agreement”) is made and entered into as of this             day of             , 2019, by and among M&T BANK (hereinafter called the “Agent”), as administrative agent on behalf of itself and certain lenders (collectively, the “Lenders”), having an address at 280 Congress Street, Boston, MA 02210, Codiak BioSciences, Inc., a Delaware corporation (hereinafter called the “Tenant”), having an address at 500 Technology Square, 9th Floor, Cambridge, MA 02139, and DIV 35 CPD, LLC, a Massachusetts limited liability company (hereinafter called the “Landlord”), having an address c/o The Davis Companies, 125 High Street, 21^st Floor, Boston, Massachusetts 02110.

W I T N E S E T H:

WHEREAS, Landlord owns certain real property located at 35 Cambridge Park Drive, Cambridge, Massachusetts more particularly described in Exhibit A attached hereto and made a part hereof (said property being hereinafter called the “Property”); and

WHEREAS, Landlord made and entered into that certain Lease dated the             day of             , 2019, with respect to certain premises constituting a portion of the Property therein described (said Lease, as the same may be amended, restated or otherwise modified from time to time, hereinafter called the “Lease”, and said premises hereinafter called the “Leased Premises”); and

WHEREAS, Landlord has entered into and delivered that certain Mortgage and Security Agreement in favor of Agent on behalf of Lenders and recorded the same with the Middlesex County (South) Registry of Deeds (said Mortgage and Security Agreement, as the same may be amended, restated or otherwise modified from time to time, being hereinafter called the “Mortgage”), to secure the payment of a certain loan made by Lenders to Landlord (the “Loan”); and

WHEREAS, Landlord has entered into and delivered that certain Assignment of Leases and Rents in favor of Agent on behalf of Lenders and recorded the same with the Middlesex County (South) Registry of Deeds (said Assignment of Leases and Rents, as the same may be amended, restated or otherwise modified from time to time, being hereinafter called the “Assignment of Rents”), assigning all of Landlord’s right, title and interest as lessor under the Lease to further secure the Loan; and

WHEREAS, the parties hereto desire to enter into this Agreement;

NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agent, Tenant, and Landlord each hereby covenants and agrees as follows:

1. Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action

Exhibit 14.1

1

on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent (other than amendments memorializing the rights of Tenant to exercise an Extension Option or Right of First Offer under the Lease) or responsible for any security deposit not actually received by Agent; (f) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (g) liable for consequential damages; or (h) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything to the contrary, nothing contained herein shall limit Tenant’s express remedies set forth in Section 6.1 of the Lease, nor relieve Agent or Purchaser of the obligation to cure ongoing defaults that are continuing following the date that Agent or Purchaser succeeds to the interest of Landlord under the Lease, provided that the Agent or Purchaser, as applicable, is given written notice of such default and thereafter fails to cure the same within the period provided for in this Agreement.

2. Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of

Exhibit 14.1

2

the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable law.

3. Subordination. Subject to the other terms of this Agreement, Tenant hereby subordinates all of its right, title and interest as lessee under the Lease to the right, title and interest of Agent under the Mortgage, and Tenant further agrees that the Lease now is and shall at all times continue to be subordinate in each and every respect to the Mortgage and to any and all increases, renewals, modifications, extensions, substitutions, replacements and/or consolidations of the Mortgage.

4. Assignment of Rents. Tenant hereby acknowledges that all of Landlord’s right, title and interest as lessor under the Lease is being duly assigned to Agent pursuant to the terms of the Mortgage and the Assignment of Rents, and that pursuant to the terms thereof all rental payments under the Lease shall continue to be paid to Landlord in accordance with the terms of the Lease unless and until Tenant is otherwise notified in writing by Agent. Upon receipt of any such written notice from Agent, Tenant covenants and agrees to make payment of all rental payments then due or to become due under the Lease directly to Agent or to Agent’s agent designated in such notice and to continue to do so until otherwise notified in writing by Agent. Landlord hereby irrevocably directs and authorizes Tenant to make rental payments directly to Agent following receipt of such notice, and Landlord covenants and agrees that Tenant shall have the right to rely on such notice without any obligation to inquire as to whether any default exists under the Mortgage or the Assignment of Rents or the indebtedness secured thereby, and notwithstanding any notice or claim of Landlord to the contrary, and that Landlord shall have no right or claim against Tenant for or by reason of any rental payments made by Tenant to Agent following receipt of such notice. Tenant further acknowledges and agrees: (a) that under the provisions of the Mortgage and/or the Assignment of Rents, except as may be expressly provided in Section 6.1, Article 10 and Article 11 of the Lease, the Lease cannot be terminated (nor can Landlord accept any surrender of the Lease) or modified in any of its terms, or consent be given to

Exhibit 14.1

3

the waiver or release of Tenant from the performance or observance of any obligation under the Lease, without the prior written consent of Agent, and without such consent no rent may be collected or accepted by Landlord more than one month in advance; and (b) that the interest of Landlord as lessor under the Lease has been assigned to Agent for the purposes specified in the Mortgage and the Assignment of Rents, and Agent assumes no duty, liability or obligation under the Lease, except only under the circumstances, terms and conditions specifically set forth in the Mortgage and/or the Assignment of Rents, or as otherwise provided in this Agreement.

5. Notice of Default by Lessor. Tenant, as lessee under the Lease, hereby covenants and agrees to give Agent written notice properly specifying wherein the lessor under the Lease has failed to perform any of the covenants or obligations of the lessor under the Lease, simultaneously with the giving of any notice of such default to the lessor under the provisions of the Lease. Tenant agrees that Agent shall have the right, but not the obligation, within thirty (30) days after receipt by Agent of such notice (or within such additional time as is reasonably required to correct any such default with due diligence and in good faith) to correct or remedy, or cause to be corrected or remedied, each such default before the lessee under the Lease may take any action under the Lease by reason of such default. Such notices to Agent shall be delivered in duplicate to:

M&T BANK

280 Congress Street

Boston, MA 02210

Attention: John Everly

Telephone: 617-457-2038

With a copy to:

RIEMER & BRAUNSTEIN LLP

100 Cambridge Street, 22nd Floor

Boston, MA 02114

Attention: Kevin J. Lyons, Esq.

Telephone: 617-880-3433

or to such other address as the Agent shall have designated to Tenant by giving written notice to Tenant at the address first set forth above, or to such other address as may be designated by written notice from Tenant to Agent.

6. No Further Subordination. Except as expressly provided to the contrary in Paragraph 3 hereof, Landlord and Tenant covenant and agree with Agent that there shall be no further subordination of the interest of lessee under the Lease to any lender or to any other party without first obtaining the prior written consent of Agent. Any attempt to effect a further subordination of lessee’s interest under the Lease without first obtaining the prior written consent of Agent shall be null and void.

7. As to Landlord and Tenant. As between Landlord and Tenant, Landlord and Tenant covenant and agree that nothing contained herein nor anything done pursuant to the provisions hereof shall be deemed or construed to modify the Lease.

Exhibit 14.1

4

8. As to Landlord and Agent. As between Landlord and Agent, Landlord and Agent covenant and agree that nothing contained herein nor anything done pursuant to the provisions hereof shall be deemed or construed to modify the Mortgage or the Assignment of Rents.

9. Title of Paragraphs. The titles of the paragraphs of this Agreement are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement.

10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

11. Provisions Binding. The terms and provisions hereof shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, successors and permitted assigns, respectively, of Agent, Tenant and Landlord. The reference contained to successors and assigns of Tenant is not intended to constitute and does not constitute a consent by Landlord or Agent to an assignment by Tenant, but has reference only to those instances in which the lessor under the Lease and Agent shall have given written consent to a particular assignment by Tenant thereunder.

12. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had signed the same signature page.

[Signature Page Follows]

Exhibit 14.1

5

IN WITNESS WHEREOF, the parties have hereunto set their respective hands and seals as of the day, month and year first above written.

AGENT:

M&T BANK, as Agent on behalf of Lenders

By:

Name:

Title:

COMMONWEALTH OF MASSACHUSETTS

                    , ss.

On this             date of                     , 20    , before me, the undersigned notary public, personally appeared                     , provided to me through satisfactory evidence of identification, which were                     , to be the person whose name is signed on the preceding or attached document, and acknowledged to me that (he)(she) signed it voluntarily for its stated purpose as                     for M&T Bank.

                                          (official signature and seal of notary)

Exhibit 14.1

6

TENANT:

Codiak BioSciences, Inc.,

a Delaware corporation

By:

Name:

Title:

COMMONWEALTH OF MASSACHUSETTS

                    , ss.

On this             date of                     , 20    , before me, the undersigned notary public, personally appeared                     , provided to me through satisfactory evidence of identification, which were                     , to be the person whose name is signed on the preceding or attached document, and acknowledged to me that (he)(she) signed it voluntarily for its stated purpose as                     for                     .

                                          (official signature and seal of notary)

Exhibit 14.1

7

LANDLORD:

DIV 35 CPD, LLC, a Massachusetts limited

liability company

By: 35 Cambridge Park Investors, LLC, a Delaware

limited liability company, its sole member

By: DIV Cambridge Park Consolidator, LLC, a Massachusetts

limited liability company, its manager

By: DIV Fund III Manager Corp., a Massachusetts

corporation its manager

By:
	Name:
	Title:

COMMONWEALTH OF MASSACHUSETTS

                    , ss.

On this             date of                 , 20    , before me, the undersigned notary public, personally appeared                     , provided to me through satisfactory evidence of identification, which were                     , to be the person whose name is signed on the preceding or attached document, and acknowledged to me that (he)(she) signed it voluntarily for its stated purpose as                     for DIV Fund III Manager Corp., manager of DIV Cambridge Park Consolidator, LLC, manager of 35 Cambridge Park Investors, LLC, sole member of DIV 35 CPD, LLC.

                                          (official signature and seal of notary)

Exhibit 14.1

8

EXHIBIT A

Property Legal Description

A certain tract of land in Cambridge, Massachusetts, with all the improvements thereon, which is shown on the plan entitled “Plan of Property of Bethlehem Steel Corp.,” dated September 26, 1979, and recorded in the Middlesex South District Registry of Deeds as Plan No. 1380 of 1979 in Book 13841, Page End, and described as follows (all compass bearings are based on the Massachusetts Grid System):

Beginning at the intersection of the northerly street line of Rindge Avenue Extension, a public street forty (40) feet in width, with the easterly line of a twenty (20) foot strip of land acquired by the Commonwealth of Massachusetts, acting through its Metropolitan Sewerage Commissions, by Taking of Estate dated January 7, 1893, and recorded in said Registry of Deeds in Book 2169, folio 457; thence, along the easterly line of the last mentioned twenty (20) foot strip of land, the following three (3) courses and distances: (1) North zero degrees thirty-seven minutes nine seconds West (N 0° 37’ 09” W) seventy-seven and eighty-four one-hundredths (77.84) feet, (2) North eleven degrees thirty-three minutes fifty seconds East (N 11° 33’ 50” E) one-hundred twenty-three and seventy-eight one-hundredths (123.78) feet, and (3) North twenty-three degrees thirty-three minutes fifty-one seconds East (N 23° 33’ 51” E) one hundred twenty-seven and eighty-three one-hundredths (127.83) feet to the southwesterly corner of the tract of land which was taken by Massachusetts Bay Transportation Authority pursuant to the Order of Taking dated September 24, 1979, and recorded in said Registry of Deeds in Book 13803, Page 262; thence, along the southerly line of said last-mentioned tract of land the following three (3) courses and distances: (1) South sixty-seven degrees twenty-two minutes forty-eight seconds East (S 67° 22’ 48” E) thirty-six and seventy-two one-hundredths (36.72) feet, (2) eastwardly, by a curve to the left the radius of which is two hundred forty and no one-hundredths (240.00) feet and the chord of which bears South eighty-three degrees thirty-four minutes fifty-three seconds East (S 83° 34’ 53” E) one hundred thirty-three and ninety-three one-hundredths (133.93) feet, an arc distance of one hundred thirty-five and seventy-three one-hundredths (135.73) feet, and (3) North eighty degrees thirteen minutes three seconds East (N 80° 13’ 03” E) eighty-eight and ten one-hundredths (88.10) feet to the westerly line of a tract of land now or formerly of Massachusetts Bay Transportation Authority (Lexington Branch railroad); thence, along said westerly right-of-way line, the following two (2) courses arid distances: (1) southwardly, by a, curve to the left the radius of which is one thousand six hundred eighty-two and no one hundredths (1,682.00) feet and the chord of which bears South twenty degrees twenty-four minutes fifty-nine seconds East (S 20° 24’ 59” E) one hundred one and forty-three one hundredths (101.43) feet, an arc distance of one hundred one and forty-four one-hundredths (101.44) feet, and (2) South twenty-two degrees eight minutes thirty-nine seconds East (S 22° 08 39” E) two hundred thirty-seven and ninety-eight one-hundredths (237.98) feet to said northerly street line of Rindge Avenue Extension, thence along said northerly street line of Rindge Avenue Extension, North eighty-eight degrees nineteen minutes nine seconds West (N 88° 19’ 09” W) four hundred fifty-four and fifteen one-hundredths (454.15) feet to the place of beginning; containing two and five hundred sixty-four one-thousandths (2.654) acres, more or less.

Exhibit 14.1

9

EXCEPTING AND EXCLUDING THEREFROM the following:

a. That portion of the above-described parcel of land acquired by Order of Taking by the Massachusetts Bay Transportation Authority dated February 15, 1984 and recorded with Middlesex South District Registry of Deeds in Book 15477, Page 358, noted therein as parcel C-274, bounded and described as follows:

Commencing at a point “25” which is located about twenty-five feet north of the centerline of Rindge Avenue Extension and along the west right-of-way line of the MBTA Lexington Branch;

thence running N 88° 19’ 09” W a distance of twenty-five and 55/100 feet (25.55) to a point “1180”;

thence turning and running N 1° 37’ 57” E a distance of four and 61/100 (4.61) to a point “1181”;

thence turning and running N 47° 37’ 03” E a distance of sixteen and 42/100 (16.42) feet to a point “1182”

thence turning and running N 20° 12’ 20” W a distance of one hundred eighty and 54/100 (180.54) feet to a point “1183”;

thence turning and running S 22° 08’ 39” E a distance of two hundred and 66/100 (200.66) feet to the point of beginning “25”.

Containing eight hundred and forty-five square feet (845) of land as shown on the plan entitled “Land Acquisition Plan, City of Cambridge, Massachusetts” Plan No. 54388 as prepared by Sverdrup and Parcel and Associates, Inc., for the Massachusetts Bay Transportation Authority dated November 30, 1983, recorded as Plan 256 of 1984 in Book 15477, Page 358.

b. The land conveyed to the City of Cambridge by deed dated December 12, 1989, recorded in Book 20292, Page 449.

Together with an easement for the benefit of the above-described Parcel I for the use, operation, repair, maintenance, replacement and removal of an existing railroad spur track across lands of the Massachusetts Bay Transportation Authority for so long as freight service thereon is not abandoned, as excepted and reserved in Order of Taking dated September 24, 1979, and recorded in said Registry of Deeds in Book 13803, Page 262.

Exhibit 14.1

10

EXHIBIT 14.4

FORM OF ESTOPPEL

Form of Tenant Estoppel Certificate

The undersigned (“Tenant”) hereby certifies to             and             (collectively, the “Recipients”), as follows:

1. Lease. Tenant is the current tenant under that certain Lease dated             , 2019 (the “Original Lease”) by and between DIV 35 CPD, LLC (“Landlord”) and Tenant, pursuant to which Tenant leases approximately 49,696 square feet (the “Premises”) in the building located at 35 CambridgePark Drive, Cambridge, Massachusetts (the “Building”).

2. No Modifications. The Original Lease has not been modified, changed, altered, supplemented, amended or terminated in any respect, except as indicated below (if none, please state “none”; the Original Lease, as modified, changed, altered, supplemented or amended as indicated below, is referred to collectively as the “Lease”):

3. Copy. A true, correct and complete copy of the Lease is attached hereto.

4. Validity. The Lease represents the valid and binding obligation of Tenant in accordance with its terms and is in full force and effect on the date hereof. The Lease represents the entire agreement and understanding between Landlord and Tenant with respect to the Premises, the Building and the land on which the Building is situated. Except as expressly set forth in the Lease, Tenant has no right under the Lease to terminate all or any portion of the Lease.

5. No Concessions. Except as set forth in the Lease, Tenant is not entitled to, and has made no agreement with Landlord or its agents or employees concerning, free rent, partial rent, rebate of rent payments, credit or offset or reduction in rent, or any other type of rental concession including, without limitation, lease support payments, lease buy-outs, or assumption of any leasing or occupancy agreements of Tenant.

6. Term. Except for                                         , all conditions precedent to the commencement of the initial term of the Lease have been fully satisfied or waived. The initial term of the Lease began on                     , 20                    . The termination date of the present term of the Lease, excluding unexercised renewal terms, is                     , 20                    , or, if the commencement date has not yet been set,                     months after the commencement date. [IF TRUE: The commencement date has occurred and Tenant has accepted possession of and currently occupies the entire Premises. Tenant has not sublet all or any portion of the Premises to any sublessee, has not assigned, transferred, mortgaged, hypothecated or otherwise encumbered any of its rights or interests under the Lease and has not entered into any license or concession agreements with respect thereto, except for the following in accordance with the Lease:                     .

7. Options. Except as set forth in the Lease, Tenant has no outstanding options or rights to renew or extend the term of the Lease, or expansion options, or cancellation options, rights of first refusal, or rights of first offer to lease other space within the Building. Tenant has no outstanding options, rights of first refusal or rights of first offer to purchase the Premises or any part thereof or all or any part of the Building and/or the land on which the Building is situated.

Exhibit 14.4

1

8. Rents. The obligation to pay rent began (or begins) on                     , 20    . The current monthly base rent payable under the Leases is $                    . The monthly base rental payment (excluding pass through charges) has been paid through the month of                     ,                     . Tenant is also obligated to pay its proportionate share of ad valorem taxes, insurance and operating expenses on the Building, to the extent provided in the Lease. Tenant’s estimated share of ad valorem taxes, insurance and operating expenses on the Building has been paid by Tenant through                     ,                     . Except for payments of its estimated share of ad valorem taxes, insurance and operating expenses being paid in accordance with the Lease, no rent (excluding security deposits described in Paragraph 9 below) has been paid more than one (1) month in advance of its due date.

9. Security Deposits. Tenant’s security deposit, if any, which has been previously deposited with Landlord is $                    (if none, please state “none”). The security deposit                     is, or                     is not, represented by a letter of credit.

10. No Default. No event has occurred and to the best of Tenant’s knowledge no condition exists that constitutes, or that with the giving of notice or the lapse of time or both, would constitute, a default by Landlord or, to the best knowledge of Tenant, Tenant under the Lease except                     . As of the date set forth below, to the best knowledge of Tenant, Tenant has no existing claims against Landlord or defenses to the enforcement of the Lease by Landlord and Tenant is not currently entitled to any rent abatements or offsets against the rents owing under the Lease except                     .

11. Allowances. All required allowances, contributions or payments (whether or not currently due and payable) by Landlord to Tenant on account of Tenant’s tenant improvements have been received by Tenant and all of Tenant’s tenant improvements have been completed in accordance with the terms of the Lease, except as indicated below (if none, please state “none”):

To the best knowledge of Tenant, Tenant’s current use and operation of the Premises complies with all covenants and operating requirements in the Lease.

12. No Bankruptcy Proceedings. No voluntary actions or, to Tenant’s best knowledge, involuntary actions are pending against Tenant under the bankruptcy, insolvency, or reorganization laws of the United States or any state thereof.

13. Environmental Matters. Tenant has received no written notice by any governmental authority or person claiming a violation of, or requiring compliance with, any federal, state or local statute, ordinance, rule, regulation or other requirement of law, for environmental contamination at the Premises and no hazardous, toxic or polluting substances or wastes have been generated, treated, manufactured, stored, refined, used, handled, transported, released, spilled, disposed of or deposited on, in or under the Premises.

14. Address. The current address for notices to be sent to Tenant under the Lease is set forth below.

Exhibit 14.4

2

15. Reliance. Tenant acknowledges that the Recipients have or will hereafter acquire an interest in the Landlord or the Property and/or loan money to the Landlord in connection with the Property, and that the Recipients are relying upon this Tenant’s Estoppel Certificate in connection therewith. Tenant further acknowledges that this Tenant’s Estoppel Certificate may be relied upon by, and inures to the benefit of, the Recipients and each of their respective partners, successors and assigns.

16. Authority. The undersigned is duly authorized to execute this Tenant’s Estoppel Certificate on behalf of Tenant.

17. Accuracy. The information contained in this Tenant’s Estoppel Certificate is true, correct and complete as of the date below written.

Executed as of the             day of             ,             .

TENANT: Codiak BioSciences, Inc.
By:
	Name:
	Title:
Tenant’s Current Address for Notices:

Exhibit 14.4

3

EXHIBIT 17.1

FIRST OFFER SPACE

Exhibit 17.1

1

Exhibit 17.1

2

EXHIBIT 17.6

PRIOR LEASES

1. Eisai, Inc. – Eisai, Inc., with premises consisting of the entire second (2nd) floor and a portion of the first (1st) floor storage space has a right to lease certain space on the third (3rd) floor of the Building.

2. Ribon Therapeutics, Inc. – Ribon Therapeutics, Inc., with premises consisting of a portion of the third (3rd) floor and a portion of the first (1st) floor storage space, has a right to lease a portion of the third (3rd) floor of the Building.

3. Syros Pharmaceuticals, Inc. – Syros Pharmaceuticals, Inc., with premises consisting of the entire fourth (4th) floor and a portion of the first (1st) floor storage space, has a right to lease certain space on the fifth (5th) floor and the first (1st) floor of the Building.

Exhibit 17.6

1

EXHIBIT 19.24

FORM OF NOTICE OF LEASE

RECORDING REQUESTED

BY AND WHEN RECORDED

RETURN TO:

NOTICE OF LEASE

In accordance with the provisions of Massachusetts General Laws Chapter 183, Section 4, notice is hereby given of the following described lease (the “Lease”):

LANDLORD:	DIV 35 CPD, LLC,
	a Delaware limited liability company
LANDLORD ADDRESS:	c/o The Davis Companies
	125 High Street, 21st Floor Boston, Massachusetts 02110
TENANT:	CODIAK BIOSCIENCES, INC., a Delaware corporation
TENANT ADDRESS:	500 Technology Square, 9th Floor Cambridge, MA 02139
DATE OF LEASE:	March             , 2019
LEASED PREMISES:	A portion of the third (3rd) floor containing approximately 25,300 rentable square feet, a portion of the fifth (5th) floor containing approximately 40,409 rentable square feet, and portions of the first (1st) floor containing approximately 2,549 rentable square feet, in the building known as 35 CambridgePark Drive, Cambridge, Massachusetts (the “Building”), containing approximately 68,258 rentable square feet in area in the aggregate. A legal description of the land upon which the Building is located is attached hereto as Exhibit A.
LEASE COMMENCEMENT DATE:	The date of execution and delivery of the Lease by both Landlord and Tenant.

Exhibit 19.24

1

LEASE EXPIRATION DATE:	The last day of the tenth (10th) Lease Year (as defined in Section 2.1.2 of the Lease).
EXTENSION/RENEWAL RIGHTS:	Subject to the terms and conditions of the Lease, Tenant has one (1) option to extend the Term of the Lease for an additional ten (10) years.
RIGHT OF FIRST OFFER TO LEASE:	Subject to the terms and conditions of the Lease, Tenant shall have a one-time right to lease certain space on the third (3rd) floor and the first (1st) floor of the Building if it becomes available for lease.

This Notice of Lease has been executed to give notice of the Lease. This Notice of Lease is not intended to, and shall not, modify or vary any of the provisions of the Lease, and in the event of any inconsistency the terms of the Lease shall govern. Capitalized terms used but not defined herein are used with their meanings set forth in the Lease.

This Notice of Lease may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument.

[Signatures on following pages.]

Exhibit 19.24

2

WITNESS the execution hereof under seal by said parties to said Lease.

LANDLORD:	DIV 35 CPD, LLC, a Delaware limited liability company
	By:
	Name:
	Title:
TENANT:	CODIAK BIOSCIENCES, INC., a Delaware corporation
	By:
	Name:
	Title:

[Signature page to Notice of Lease]

Exhibit 19.24

3

(Acknowledgement of Landlord)

COMMONWEALTH OF MASSACHUSETTS	)
	)
COUNTY OF	)

On this             day of                     , 2019, before me, the undersigned notary public, personally appeared                     , as                     of DIV 35 CPD, LLC, a Delaware limited liability company, proved to me through satisfactory evidence of identification, which was a Massachusetts Driver’s License or personal knowledge, to be the person whose name is signed on the preceding or attached document and acknowledged to me that s/he signed it voluntarily on behalf of the DIV 35 CPD, LLC for its stated purpose.

Notary Public

My Commission Expires:

Printed Name of Notary:

[SEAL]

(Acknowledgement of Tenant)

COMMONWEALTH OF MASSACHUSETTS	)
	)
COUNTY OF	)

On this             day of                     , 2019, before me, the undersigned notary public, personally appeared                     , as                     of CODIAK BIOSCIENCES, INC., a Delaware corporation, proved to me through satisfactory evidence of identification, which was a Massachusetts Driver’s License or personal knowledge, to be the person whose name is signed on the preceding or attached document and acknowledged to me that s/he signed it voluntarily on behalf of CODIAK BIOSCIENCES, INC. for its stated purpose.

Notary Public

My Commission Expires:

Printed Name of Notary:

[SEAL]

Exhibit 19.24

4

EXHIBIT “A”

LEGAL DESCRIPTION

A certain tract of land in Cambridge, Massachusetts, with all the improvements thereon, which is shown on the plan entitled “Plan of Property of Bethlehem Steel Corp.,” dated September 26, 1979, and recorded in the Middlesex South District Registry of Deeds as Plan No. 1380 of 1979 in Book 13841, Page End, and described as follows (all compass bearings are based on the Massachusetts Grid System):

Beginning at the intersection of the northerly street line of Rindge Avenue Extension, a public street forty (40) feet in width, with the easterly line of a twenty (20) foot strip of land acquired by the Commonwealth of Massachusetts, acting through its Metropolitan Sewerage Commissions, by Taking of Estate dated January 7, 1893, and recorded in said Registry of Deeds in Book 2169, folio 457; thence, along the easterly line of the last mentioned twenty (20) foot strip of land, the following three (3) courses and distances: (1) North zero degrees thirty-seven minutes nine seconds West (N 0° 37’ 09” W) seventy-seven and eighty-four one-hundredths (77.84) feet, (2) North eleven degrees thirty-three minutes fifty seconds East (N 11° 33’ 50” E) one-hundred twenty-three and seventy-eight one-hundredths (123.78) feet, and (3) North twenty-three degrees thirty-three minutes fifty-one seconds East (N 23° 33’ 51” E) one hundred twenty-seven and eighty-three one-hundredths (127.83) feet to the southwesterly corner of the tract of land which was taken by Massachusetts Bay Transportation Authority pursuant to the Order of Taking dated September 24, 1979, and recorded in said Registry of Deeds in Book 13803, Page 262; thence, along the southerly line of said last-mentioned tract of land the following three (3) courses and distances: (1) South sixty-seven degrees twenty-two minutes forty-eight seconds East (S 67° 22’ 48” E) thirty-six and seventy-two one-hundredths (36.72) feet, (2) eastwardly, by a curve to the left the radius of which is two hundred forty and no one-hundredths (240.00) feet and the chord of which bears South eighty-three degrees thirty-four minutes fifty-three seconds East (S 83° 34’ 53” E) one hundred thirty-three and ninety-three one-hundredths (133.93) feet, an arc distance of one hundred thirty-five and seventy-three one-hundredths (135.73) feet, and (3) North eighty degrees thirteen minutes three seconds East (N 80° 13’ 03” E) eighty-eight and ten one- hundredths (88.10) feet to the westerly line of a tract of land now or formerly of Massachusetts Bay Transportation Authority (Lexington Branch railroad); thence, along said westerly right-of- way line, the following two (2) courses arid distances: (1) southwardly, by a, curve to the left the radius of which is one thousand six hundred eighty-two and no one hundredths (1,682.00) feet and the chord of which bears South twenty degrees twenty-four minutes fifty-nine seconds East (S 20° 24’ 59” E) one hundred one and forty-three one hundredths (101.43) feet, an arc distance of one hundred one and forty-four one-hundredths (101.44) feet, and (2) South twenty-two degrees eight minutes thirty-nine seconds East (S 22° 08 39” E) two hundred thirty-seven and ninety-eight one-hundredths (237.98) feet to said northerly street line of Rindge Avenue Extension, thence along said northerly street line of Rindge Avenue Extension, North eighty- eight degrees nineteen minutes nine seconds West (N 88° 19’ 09” W) four hundred fifty-four and fifteen one-hundredths (454.15) feet to the place of beginning; containing two and five hundred sixty-four one-thousandths (2.654) acres, more or less.

EXCEPTING AND EXCLUDING THEREFROM the following:

Ex A-1

Exhibit 19.24

5

a. That portion of the above-described parcel of land acquired by Order of Taking by the Massachusetts Bay Transportation Authority dated February 15, 1984 and recorded with Middlesex South District Registry of Deeds in Book 15477, Page 358, noted therein as parcel C-274, bounded and described as follows:

Commencing at a point “25” which is located about twenty-five feet north of the centerline of Rindge Avenue Extension and along the west right-of-way line of the MBTA Lexington Branch;

thence running N 88° 19’ 09” W a distance of twenty-five and 55/100 feet (25.55) to a point “1180”;

thence turning and running N 1° 37’ 57” E a distance of four and 61/100 (4.61) to a point “1181”;

thence turning and running N 47° 37’ 03” E a distance of sixteen and 42/100(16.42) feet to a point “1182”

thence turning and running N 20° 12’ 20” W a distance of one hundred eighty and 54/100 (180.54) feet to a point “1183”;

thence turning and running S 22° 08’ 39” E a distance of two hundred and 66/100 (200.66) feet to the point of beginning “25”;

Containing eight hundred and forty-five square feet (845) of land as shown on the plan entitled “Land Acquisition Plan. City of Cambridge, Massachusetts” Plan No. 54388 as prepared by Sverdrup and Parcel and Associates. Inc., for the Massachusetts Bay Transportation Authority dated November 30, 1983, recorded as Plan 256 of 1984 in Book 15477. Page 358.

b. The land conveyed to the City of Cambridge by deed dated December 12, 1989, recorded in Book 20292. Page 449.

Ex A-2

Exhibit 19.24

6

EX-10.11

Exhibit 10.11

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED

PATENT AND TECHNOLOGY LICENSE AGREEMENT

This Patent and Technology License Agreement (“AGREEMENT”) is made on this 10^th day of November, 2015, by and between THE BOARD OF REGENTS (“BOARD”) of THE UNIVERSITY OF TEXAS SYSTEM (“SYSTEM”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M.D. ANDERSON CANCER CENTER (“UTMDACC”), a member institution of SYSTEM, and Codiak Biosciences, Inc., a Delaware corporation having a principal place of business located at 999 Third Avenue, Suite 3400, Seattle, WA 98104, and formerly known as Kodiak Biotechnologies, Inc. (“LICENSEE”). NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

RECITALS

A. BOARD owns or co-owns certain PATENT RIGHTS and TECHNOLOGY RIGHTS related to LICENSED SUBJECT MATTER developed at UTMDACC.

B. BOARD, on behalf of UTMDACC, is a party to that certain Inter-Institutional Sharing Agreement with Beth Israel Deaconess Medical Center (“BIDMC”), effective September 21, 2015 (the “IIA”), pursuant to which UTMDACC has the sole responsibility for negotiating and executing license agreements on behalf of BOARD and BIDMC with respect to their respective rights in the technology described in UTMDACC invention disclosure report [***] listed in Exhibit I.

C. UTMDACC is a grantee of funds from The Cancer Prevention & Research Institute of Texas for a portion of the research for certain of the LICENSED SUBJECT MATTER. As set forth in more detail in Article I below, this AGREEMENT is subject to the terms of UTMDACC’s grant contract with The Cancer Prevention & Research Institute of Texas (“CPRIT”).

D. BOARD, through UTMDACC, desires to have the LICENSED SUBJECT MATTER developed in the LICENSED FIELD and used for the benefit of LICENSEE, BOARD, SYSTEM, UTMDACC, the inventor(s), and the public as outlined in BOARD’s Intellectual Property Policy.

E. LICENSEE wishes to obtain a license from BOARD to practice LICENSED SUBJECT MATTER.

I. CPRIT

1.1 Notwithstanding anything to the contrary in this AGREEMENT, LICENSEE acknowledges and agrees that:

(a) CPRIT is funding or has funded research and development of a portion of LICENSED SUBJECT MATTER.

(b) This AGREEMENT is subject to CPRIT’s licenses, interests and other rights under the CPRIT contract set forth in Exhibit II (together with all attachments, addenda, exhibits, and amendments or modifications thereto, the “CPRIT Contract”), including without limitation all rights reserved by UTMDACC pursuant to Section D2.01 thereof, and any applicable law or regulation. Without limiting the foregoing, the CPRIT Contract grants rights to CPRIT regarding participation in patent prosecution and commercialization and the right to receive title to project results under certain circumstances.

(c) UTMDACC reserves all rights that UTMDACC may require for compliance with the CPRIT grant, including without limitation the right to grant other licenses as set forth in Part 2 of Attachment D of the CPRIT Contract (e.g., the grants to CPRIT and non-profit organizations for education, research, and non-commercial purposes as set forth in D2.02 and D2.03 of Attachment D).

2

(d) To the extent that there is a conflict between the terms of this AGREEMENT and the terms of the CPRIT Contract or any applicable law or regulation, the terms of the CPRIT Contract or the law or regulation shall prevail.

(e) LICENSEE shall report to UTMDACC such information as is required for UTMDACC to fully comply with the terms of the CPRIT Contract, including without limitation the reporting obligations set forth in Attachment E thereof, and to allow UTMDACC to make the grants specified in Sections D2.02 and D2.03 of the CPRIT Contract.

(f) LICENSEE shall comply with all applicable obligations, requirements, terms and conditions set forth in the CPRIT Contract and shall cooperate with UTMDACC regarding any matters related to compliance with the CPRIT Contract.

(g) LICENSEE shall not disclose the CPRIT Contract without the written permission of UTMDACC.

(h) LICENSEE shall not issue any press releases relating to work funded by CPRIT without UTMDACC’s or CPRIT’s advance written consent.

II. EFFECTIVE DATE

2.1 This AGREEMENT is effective as of the date written above (“EFFECTIVE DATE”) which is the date fully executed by all parties.

III. DEFINITIONS

As used in this AGREEMENT, the following terms have the meanings indicated:

3.1 510K means (a) the Pre-Market Notification submission to the United States Food and Drug Administration (“FDA”) in accordance with 21 CFR Part 807, Subpart E, or any future revisions or substitutes thereof, in order to obtain clearance to market a medical device in the United States; or (b) an equivalent foreign filing in any jurisdiction other than the United States. For clarification and for purposes of this AGREEMENT, 51 OK includes, without limitation, the submission of any application for, or the making of a declaration for, or the use of, a CE Mark for commercialization of a Class I device in the European Union.

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3.2 AFFILIATE means, with respect to any PERSON, any PERSON that CONTROLS, is CONTROLLED by, or is under common CONTROL with such first PERSON. Notwithstanding the foregoing, any stockholder of LICENSEE (which stockholder is a venture capital fund, venture capital operating company, private equity fund, other investment fund or individual), and any portfolio company of any such stockholder (or of any other entity that shares the same management company or investment advisor with the stockholder), shall not be deemed to CONTROL or to be under common CONTROL with LICENSEE and is not an AFFILIATE of LICENSEE for any purposes under this Agreement.

3.3 CONTROL, including the correlative terms “CONTROLS,” “CONTROLLED by,” and “under common CONTROL with,” means (a) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a PERSON or (b) the ownership, directly or indirectly, fifty percent (50%) or more of the outstanding securities or other ownership interest of such PERSON.

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3.4 CORPORATE TRANSACTION means

(a) a transaction whereby any person, corporation, partnership, syndicate, trust, estate or other group acting with a view to the acquisition, holding or disposition of securities of LICENSEE, (i) becomes, directly or indirectly, the beneficial owner (“Beneficial Owner”), as defined in Rule 13d-3 under the Securities Exchange Act of 1934, of securities of LICENSEE representing fifty percent (50%) or more of the voting power of all securities, of LICENSEE having the right under ordinary circumstances to vote at an election of the Board of Directors (“Voting Securities”), other than by reason of the acquisition of securities of LICENSEE by LICENSEE or any of the subsidiaries of LICENSEE (its “Subsidiaries”) or any employee benefit plan of LICENSEE or any of its Subsidiaries, or (ii) possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of LICENSEE, whether through the ownership of Voting Securities, by contract, or otherwise;

(b) the consummation of a reorganization, merger, consolidation, or similar transaction involving LICENSEE, unless

(i) the stockholders of LICENSEE, immediately prior to the reorganization, merger, consolidation, or similar transaction involving LICENSEE, beneficially own, immediately after the reorganization, merger, consolidation, or similar transaction, shares entitling such stockholders to fifty percent (50.0%) or more of the voting power of all securities of the corporation or entity surviving such reorganization, merger, consolidation, or similar transaction, or having the right under ordinary circumstances to vote at an election of the Board of Directors in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, consolidation, or similar transaction, of Voting Securities of LICENSEE; or

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(ii) no person, corporation, partnership, syndicate, trust, estate or other group beneficially owns, directly or indirectly, fifty percent (50%) or more of the voting power of the outstanding voting securities of the corporation resulting from such reorganization, merger, or consolidation, or similar transaction involving LICENSEE, except to the extent that such ownership existed prior to such reorganization, merger, or consolidation or similar transaction;

(c) the consummation of a sale or other disposition of all or substantially all of the assets of LICENSEE to a bona-fide unrelated third party; or

(d) the date of approval of the stockholders of LICENSEE of a plan to complete the liquidation of LICENSEE, with the necessary approval required under the General Corporation Law of the State of Delaware.

3.5 DIAGNOSTICS BUSINESS means that portion of LICENSEE’s business and assets used for the development, testing, and commercialization of DIAGNOSTIC PRODUCTS.

3.6 DIAGNOSTIC PRODUCT means any product or service for the diagnosis of a disease, condition, or state, or ascertaining the presence or absence of any exosome, DNA, protein, or a fragment or sequence of any of the foregoing, in the LICENSED FIELD and comprising or using LICENSED SUBJECT MATTER.

3.7 DIAGNOSTIC PRODUCT ROYALTY TERM means, with respect to a particular DIAGNOSTIC PRODUCT, the period that commences with the first SALE of such DIAGNOSTIC PRODUCT and continues on a country-by-country and DIAGNOSTIC PRODUCT-by- DIAGNOSTIC PRODUCT basis until the last to occur of the following:

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(a) the date is the [***] anniversary of such first SALE of that particular DIAGNOSTIC PRODUCT in such particular country of SALE; or (b) the date of the expiration, cancellation, withdrawal, and/or abandonment of all VALID CLAIMS that would be infringed by the use, composition, sale, manufacture, or importation of such DIAGNOSTIC PRODUCT in such country or jurisdiction of SALE. For clarity, (i) if a DIAGNOSTIC PRODUCT is not covered by a VALID CLAIM at the time of the first SALE of such DIAGNOSTIC PRODUCT, but a VALID CLAIM is subsequently filed or issues which covers such DIAGNOSTIC PRODUCT, then the DIAGNOSTIC PRODUCT ROYALTY TERM shall extend until the last to occur of (a) or (b) above; and (ii) if all VALID CLAIMS covering a DIAGNOSTIC PRODUCT have expired or been abandoned, but a VALID CLAIM covering the DIAGNOSTIC PRODUCT is revived following abandonment, then the DIAGNOSTIC PRODUCT ROYALTY TERM shall not expire earlier than the expiration of all such revived VALID CLAIMS.

3.8 FUTURE UTMDACC EXOSOME TECHNOLOGY means any invention that:

(a) either (1) involves the use of exosomes (nano-vesicles secreted or released by cells) for diagnostic or therapeutic purposes, or (2) is an “Invention” made in the performance of the SPONSORED RESEARCH AGREEMENT, as “Invention” is more specifically defined in the SPONSORED RESEARCH AGREEMENT;

(b) is conceived and reduced to practice: (1) solely by [***] or solely by [***] and those working under his direction and control, and while all such individuals were employed, at UTMDACC and while all were working solely at [***] laboratories at UTMDACC; or (2) jointly by LICENSEE employees and the foregoing individuals (during such foregoing individuals’ employment at UTMDACC and while such foregoing individuals were working solely at [***] laboratories at UTMDACC);

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(c) is conceived and reduced to practice prior to [***];

(d) is solely owned by BOARD, or solely owned jointly by BOARD and LICENSEE;

(e) is not, under any agreement, applicable law, statute or regulation: (1) obligated, in whole or in part, to a third party; or (2) subject to restrictions, limitations, terms or conditions such that BOARD’s rights in the invention cannot be disclosed or exclusively licensed to LICENSEE worldwide (in the field of “any and all human and animal therapeutic, prophylactic and diagnostic uses”) without the consent of the third party; and

(f) is disclosed in writing to UTMDACC’s Office of Technology Commercialization.

3.9 LICENSED FIELD means any and all human and animal therapeutic, prophylactic, and diagnostic uses.

3.10 LICENSED PRODUCT(S) means DIAGNOSTIC PRODUCT(S) and/or THERAPEUTIC PRODUCTS.

3.11 LICENSED SUBJECT MATTER means inventions and discoveries covered by PATENT RIGHTS or TECHNOLOGY RIGHTS within LICENSED FIELD.

3.12 LICENSED TERRITORY means worldwide.

3.13 NET SALES means, with respect to a LICENSED PRODUCT(S), the aggregate gross invoiced sales prices from SALES of all units of such LICENSED PRODUCT(S) sold by LICENSEE, its AFFILIATES and sublicensees (each, for purposes of this definition, a “Seller”) after deducting, if not previously deducted, from the amount invoiced or received:

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[***]

The definition and method of calculation of NET SALES shall also include the following:

[***]

For purposes of this definition, “Combination Product” means a product that includes a device for delivery or at least one active ingredient other than a LICENSED PRODUCT(S).

3.14 PATENT RIGHTS means BOARD’s and BIDMC’s rights in (i) the information or discoveries described in invention disclosures, or claimed in any patents and/or patent applications, whether domestic or foreign, as identified in Exhibit I attached hereto, (ii) patent applications listed in Exhibit I, (iii) all divisionals, requests for continuation, continuations, continuations-in-part (to the extent the claims of such continuations-in-part are entitled to claim priority to the patent applications identified in Exhibit I), divisionals and renewals of the patent applications identified in Exhibit I, (iv) all patents issuing from any of the patent applications identified in Exhibit I, including any extensions, restorations by any existing or future extension or registration mechanism (including patent term adjustments, patent term extensions, supplemental protection certificates or the equivalent thereof), substitutions, confirmations, re-registrations, re-examinations, reissues, patents and patent claims maintained after post grant examination (including inter partes review, post grant review or opposition proceeding) and patents of addition (to the extent such patents of addition claim subject matter disclosed in the IDRs, patents, and patent applications listed in Exhibit I); and (v) all equivalents of the foregoing in any country of the LICENSED TERRITORY.

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3.15 PERSON means an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated association, a governmental entity or any other entity or body.

3.16 PHASE I CLINICAL TRIAL means: (a) that portion of the U.S. Food & Drug Administration (“FDA”) submission and approval process which provides for the first introduction into humans of a product with the purpose of determining human toxicity, metabolism, absorption, elimination and other pharmacological action, as more fully defined by the rules and regulations of the FDA, including 21 C.F.R. § 312.21(a) or any future revisions or substitutes therefor; or (b) a similar clinical trial in any national jurisdiction other than the United States.

3.17 PHASE II CLINICAL TRIAL means: (a) that portion of the FDA submission and approval process which provides for early controlled clinical studies conducted to obtain preliminary data on the effectiveness of a product for a particular indication, as more specifically defined by the rules and regulations of the FDA, including 21 C.F.R. § 312.21(b) or any future revisions or substitutes therefor; or (b) a similar clinical trial in any national jurisdiction other than the United States.

3.18 PHASE III CLINICAL TRIAL means: (a) that portion of the FDA submission and approval process in which expanded clinical trials are conducted to gather the additional information about effectiveness and safety that is needed to evaluate the overall benefit-risk relationship of a product, as more specifically defined by the rules and regulations of the FDA, including 21 C.F.R. § 312.21(c) or any future revisions or substitutes therefor; or (b) a similar clinical trial in any national jurisdiction other than the United States.

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3.19 PMA means (a) the premarket approval application submitted to the FDA in accordance with 21 CFR Part 814, or any future revisions or substitutes thereof, in order to obtain approval to market a medical device in the United States; or (b) an equivalent foreign filing in any jurisdiction other than the United States. For clarification and for purposes of this AGREEMENT, PMA includes, without limitation, the submission of any application for, or the making of a declaration for, or the use of, a CE Mark for commercialization of a Class IIa, IIb, or III device in the European Union.

3.20 PREFERRED STOCK means the equity securities of LICENSEE that have been designated in its Certificate of Incorporation, as amended, modified or restated from time to time, as Preferred Stock of LICENSEE.

3.21 PURCHASE AGREEMENT means that certain Series A and Series B Preferred Stock Purchase Agreement of even date herewith by and between LICENSEE and the purchasers under the PURCHASE AGREEMENT.

3.22 REGULATORY APPROVAL means (a) the approval required by the FDA to begin selling a LICENSED PRODUCT in the U.S.; or (b) the approval by an equivalent regulatory agency in any national jurisdiction other than the United States to begin selling a LICENSED PRODUCT in such jurisdiction, including without limitation the approval or use of a CE Mark for commercialization in the European Union; or (c) if no such approval is required in a particular jurisdiction, the first SALE in such jurisdiction.

3.23 SALE or SOLD means the transfer or disposition of a LICENSED PRODUCT for value to a party other than LICENSEE, an AFFILIATE, or a sublicensee (provided that such transfer is for re-sale or distribution and not for end use) or a ROYALTY-FREE PRACTITIONER. A transfer or disposition of a LICENSED PRODUCT for value between or among LICENSEE and/or its AFFILIATES and/or any sublicensees shall be a SALE if LICENSEE, AFFILIATE, or sublicensee acquires such LICENSED PRODUCT

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for end use. As used herein, “ROYALTY-FREE PRACTITIONER” means UTMDACC and the following individuals: [***] and any other UTMDACC physician who is an inventor of subject matter licensed hereunder (“PHYSICIAN INVENTORS”), and any partner or associate who practices medicine with one or more of the PHYSICIAN INVENTORS, but with respect to such partner or associate, only for such time as he/she is engaged in a bona fide medical practice with one or more of the PHYSICIAN INVENTORS.

3.24 SERIES A FINANCING ROUND means the equity round of financing in which the LICENSEE, as the issuer, issues the first series of Preferred Stock of LICENSEE.

3.25 SPONSORED RESEARCH AGREEMENT or SRA means that certain sponsored research agreement between UTMDACC and LICENSEE executed on or about the date of this AGREEMENT for research related to exosomes.

3.26 SUBLICENSING CONSIDERATION means cash consideration received by LICENSEE from any sublicensee pursuant to Sections 4.3 and 4.4 hereinbelow, including but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, and bonus and milestone payments; provided, however, that SUBLICENSING CONSIDERATION shall not include: (a) royalties received by LICENSEE for a SALE (but such exclusion applying only to the extent that UTMDACC has received its running royalty for such SALE pursuant to Section 5.1(d) hereof); (b) funds consistent with then-prevailing, commercially reasonable labor and material rates paid by a sublicensee for research and/or development to be performed by LICENSEE in connection with LICENSED SUBJECT MATTER if (I) the respective sublicense agreement expressly states that such funds are for research to be performed by

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LICENSEE after the actual date of signatory execution of the sublicense agreement, and (II) LICENSEE does in fact perform such research and/or development after execution of, and in accordance with, the sublicense agreement; or (c) funds received by LICENSEE from a third party for an equity investment in LICENSEE that is reported by both LICENSEE and such third party on their books and records as an equity investment. For the avoidance of doubt: (a) LICENSEE shall not deduct from SUBLICENSING CONSIDERATION (X) any amounts received from a sublicensee as reimbursement or recoupment of research expenses incurred by LICENSEE before the actual date of signatory execution of the sublicense agreement, (Y) any amounts described as overhead or indirect costs for research described in subparts (I) and (II) above that are in excess of [***] of the direct costs (meaning, the costs of (i) salaries and benefits of employees engaged in performing such research, (ii) supplies and materials used in the performance of such research, (iii) out-of-pocket expenses incurred in the performance of such research, including the cost to engage consultants and services providers) of performing such research, or (Z) any payments by a sublicensee for LICENSEE’s achievement of research milestones or similar milestone events. Notwithstanding the foregoing, in the event that LICENSEE makes a Milestone Payment for a particular Milestone Event set forth in Section 5.1(e) hereof, and LICENSEE receives from a sublicensee a payment in connection with the achievement of the same event as triggered such payment under Section 5.1(e) hereof, then SUBLICENSING CONSIDERATION shall exclude payments received by LICENSEE from such sublicensee for achievement of such event, provided in any event that UTMDACC shall receive the Milestone Payment set forth in Section 5.1(e) for such Milestone Event. For the avoidance of doubt, nothing in this Section shall be construed as relieving LICENSEE of its obligation to pay the running royalty set forth in Section 5.1(d).

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3.27 TECHNOLOGY RIGHTS means (a) BOARD’s respective rights in any technical information, know-how, processes, procedures, compositions, devices, methods, formulae, protocols, techniques, software, designs, drawings or data created by the inventor(s) listed in Exhibit I at UTMDACC before the EFFECTIVE DATE, which are not claimed in PATENT RIGHTS but that are necessary for practicing PATENT RIGHTS, and (b) with respect to UTMDACC invention disclosure report [***] only, BIDMC’s respective rights in any unpatented technical information, know-how, processes, procedures, compositions, devices, methods, formulae, protocols, techniques, software, designs, drawings or data created by the inventors listed in Exhibit I for [***] while at BIDMC which are not claimed in patents or patent applications under PATENT RIGHTS but that are deemed necessary by the inventors listed in Exhibit I for [***] for practicing subject matter claimed therein, provided that BIDMC has no conflicting obligations to third parties that will prohibit licensing thereof.

3.28 THERAPEUTIC BUSINESS means that portion of LICENSEE’s business and assets used for the development, testing, and commercialization of THERAPEUTIC PRODUCTS.

3.29 THERAPEUTIC PRODUCT means any product or service for the treatment or prevention of a disease, condition, or state in the LICENSED FIELD and comprising or using LICENSED SUBJECT MATTER.

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3.30 THERAPEUTIC PRODUCT ROYALTY TERM means, with respect to a particular THERAPEUTIC PRODUCT, the period that commences with the first SALE of such THERAPEUTIC PRODUCT and continues on a country-by-country and THERAPEUTIC PRODUCT-by- THERAPEUTIC PRODUCT basis until the last to occur of the following: (a) the date is the [***] anniversary of such first SALE of that particular THERAPEUTIC PRODUCT in such particular country of SALE; or (b) the date of the expiration, cancellation, withdrawal, and/or abandonment of all VALID CLAIMS that would be infringed by the use, composition, sale, manufacture, or importation of such THERAPEUTIC PRODUCT in such country or jurisdiction of SALE. For clarity, (i) if a THERAPEUTIC PRODUCT is not covered by a VALID CLAIM at the time of the first SALE of such THERAPEUTIC PRODUCT, but a VALID CLAIM is subsequently filed or issues which covers such THERAPEUTIC PRODUCT, then the THERAPEUTIC PRODUCT ROYALTY PERIOD shall extend until the last to occur of (a) or (b) above; and (ii) if all VALID CLAIMS covering a THERAPEUTIC PRODUCT have expired or been abandoned, but a VALID CLAIM covering the THERAPEUTIC PRODUCT is revived following abandonment, then the THERAPEUTIC PRODUCT ROYALTY PERIOD shall not expire earlier than the expiration of all such revived VALID CLAIMS.

3.31 VALID CLAIM means (a) a claim of an issued and unexpired patent under PATENT RIGHTS that has not been revoked or held to be invalid by a decision of a court or governmental agency of competent jurisdiction from which no appeal can be taken, or with respect to which an appeal is not taken within the time allowed for appeal; or (b) a claim of a pending patent application under PATENT RIGHTS that has not been cancelled, withdrawn, or abandoned and has not been pending for more than [***] years from the earliest date from which it is entitled to claim priority. For purposes of clarification, if a claim in an application has been pending for more than [***] years from its priority date, and a patent subsequently issues containing such claim, then upon issuance of the patent, the claim shall thereafter be considered a VALID CLAIM.

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IV. LICENSE

4.1 BOARD, through UTMDACC, hereby grants to LICENSEE:

(a) a royalty-bearing, exclusive license under PATENT RIGHTS to manufacture, have manufactured, use, import, offer to sell, sell and/or have sold LICENSED PRODUCTS within LICENSED TERRITORY for use within LICENSED FIELD;

(b) a royalty-bearing, exclusive license under BOARD’s rights in TECHNOLOGY RIGHTS (set forth in Section 3.26(a)) to manufacture, have manufactured, use, import, offer to sell, sell and/or have sold LICENSED PRODUCTS within LICENSED TERRITORY for use within LICENSED FIELD; and

(c) a royalty-bearing, non-exclusive license under BIDMC’s rights in TECHNOLOGY RIGHTS (set forth in Section 3.26(b) to manufacture, have manufactured, use, import, offer to sell, sell and/or have sold LICENSED PRODUCTS within LICENSED TERRITORY for use within LICENSED FIELD.

The grants in this Section 4.1 are subject to Article I and Sections 15.2 and 15.3 hereinbelow, the payment by LICENSEE to UTMDACC of all consideration as provided herein, and are further subject to the following rights retained by BOARD and UTMDACC and BIDMC to:

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(a) Publish the general scientific findings from research related to LICENSED SUBJECT MATTER, subject to the terms of Article XII-Confidential Information and Publication; and

(b) Use LICENSED SUBJECT MATTER for (i) patient care at UTMDACC and/or BIDMC facilities; provided that with respect to patient care at UTMDACC facilities, such use shall be (x) prior to the submission of the first application for REGULATORY APPROVAL of the first LICENSED PRODUCT, and (y) after the submission of the first application for REGULATORY APPROVAL of the first LICENSED PRODUCT only with the consent of LICENSEE, which consent shall not be unreasonably withheld, delayed or conditioned, (ii) research, and (iii) teaching and other academically-related purposes; and

(c) Transfer LICENSED SUBJECT MATTER to academic or research institutions for solely non-commercial research use.

Anything herein to the contrary notwithstanding, the rights in subparts (b) and (c) retained hereunder do not include (i) any right or license (whether express or implied) under or to inventions or materials that are not developed or invented by UTMDACC or BIDMC personnel, or (ii) any right to manufacture LICENSED PRODUCTS or to sell LICENSED PRODUCTS other than for patient care at UTMDACC and/or BIDMC facilities; provided that with respect to patient care at UTMDACC facilities, such manufacture and sale shall be (x) prior to the submission of the first application for REGULATORY APPROVAL of the first LICENSED PRODUCT, and (y) after the submission of the first application for REGULATORY APPROVAL of the first LICENSED PRODUCT only with the consent of LICENSEE, which consent shall not be unreasonably withheld, delayed or conditioned.

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4.2 LICENSEE may extend the license granted herein to any AFFILIATE provided that the AFFILIATE consents in writing to be bound by this AGREEMENT to the same extent as LICENSEE. LICENSEE agrees to deliver such contract to UTMDACC within [***] calendar days following execution thereof.

4.3 LICENSEE may grant sublicenses under the rights granted to LICENSEE in Section 4.1 consistent with the terms of this AGREEMENT provided that LICENSEE is responsible for its sublicensees relevant to this AGREEMENT and for diligently collecting all amounts due LICENSEE from sublicensees. If a sublicensee pursuant hereto becomes bankrupt, insolvent or is placed in the hands of a receiver or trustee, LICENSEE, to the extent allowed under applicable law and in a timely manner, agrees to use its best reasonable efforts to collect all consideration owed to LICENSEE and to have the sublicense agreement confirmed or rejected by a court of proper jurisdiction.

4.4 LICENSEE must deliver to UTMDACC a true and correct copy of each sublicense granted by LICENSEE, and any modification or termination thereof, within [***] calendar days after execution, modification, or termination.

4.5 If this AGREEMENT is terminated pursuant to Article XIV-Term and Termination, BOARD and UTMDACC agree to accept, as successors to LICENSEE, existing sublicensees in good standing at the date of termination provided that each such sublicensee consents in writing to be bound by all of the terms and conditions of this AGREEMENT.

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4.6 UTMDACC grants to LICENSEE the first right to negotiate, on an exclusive basis for the time periods specified in this Section 4.6, a license to BOARD’s rights in FUTURE UTMDACC EXOSOME TECHNOLOGY in the LICENSED FIELD in the LICENSED TERRITORY, exercisable as follows:

(a) Following written disclosure of a new invention that is a FUTURE UTMDACC EXOSOME TECHNOLOGY to UTMDACC’s Office of Technology Commercialization (“OTC”), OTC shall promptly (within [***] days) disclose such new invention to LICENSEE.

(b) If LICENSEE is interested in licensing such new invention, LICENSEE will promptly (within [***] days) notify UTMDACC in writing of its interest in negotiating a license for such invention. Thereafter, LICENSEE and UTMDACC agree to negotiate in good faith, for a period of [***] days from the date of disclosure of the new invention to LICENSEE, the terms of a license to LICENSEE to such new invention.

(c) Each license to a new invention shall include financial terms relating to royalties and milestones to be paid by LICENSEE upon further commercial development. Each license shall contain terms and conditions consistent with UTMDACC’s standard license agreement, including, but not limited to the following provisions: payment of all past and future costs incurred by UTMDACC associated with the prosecution and maintenance of patents and patent applications directed to the invention, LICENSEE’s right to grant sublicenses, UTMDACC’s right to share in sublicense consideration, a commitment by LICENSEE to exert commercially reasonable efforts to introduce licensed products into public use as rapidly as

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practicable, the right of UTMDACC to terminate the license agreement should LICENSEE not meet negotiated milestones, a commitment by LICENSEE to maintain the confidentiality of any unpublished applications relating to the licensed technology, and indemnity and insurance provisions satisfactory to UTMDACC. Additionally, any license will include a reservation of rights for UTMDACC and BOARD to use the licensed technology for patient care, research, teaching, and other academically-related purposes. Notwithstanding anything herein to the contrary, this option shall only require the parties to negotiate in good faith to attempt to enter into a license, and shall not require either party to enter into such a license unless the terms and conditions for such license are satisfactory to such party in its sole discretion.

(d) If a license agreement to such new invention has not been executed within [***] days of OTC’s disclosure of such new invention to LICENSEE, then LICENSEE’s option shall be deemed terminated with respect to such new invention and UTMDACC shall be free to enter into an exclusive or nonexclusive license to such new invention with any other entity, with no further obligation to LICENSEE.

UTMDACC warrants that, until the first to occur of (i) [***], or (ii) the date of the dissolution of Codiak Biosciences, Inc., UTMDACC will not endeavor to assist in the formation of a competitor company, based on UTMDACC’s exosome technology as of the EFFECTIVE DATE or FUTURE UTMDACC EXOSOME TECHNOLOGY, without first offering such technology for license by LICENSEE under the [***] day option as described above.

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V. CONSIDERATION, PAYMENTS AND REPORTS

5.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay and issue to UTMDACC the following:

(a) Patent expenses (if any) as set forth in Section 7.2, with UTMDACC sending an invoice to LICENSEE to be reimbursed for such expenses on a quarterly basis. The invoiced amounts will be due and payable by LICENSEE within [***] calendar days of invoice; and

(b) A nonrefundable license fee, paid in the form of Five Million (5,000,000) shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) and one (I) share of Class F Common Stock, par value $0.0001 per share (“Class F Common Stock,” and together with the Class A Common Stock, the “Common Stock”); such shares of Common Stock having been issued by LICENSEE to UTMDACC and/or its designee(s) (with such allocation between UTMDACC and its designee(s) being determined by UTMDACC, and disclosed by UTMDACC to LICENSEE), to be issued in connection with the execution of this Agreement; and

(c) [Intentionally Deleted]; and

(d) Running royalties as follows:

(i) DIAGNOSTIC PRODUCTS. During the respective DIAGNOSTIC PRODUCT ROYALTY TERM, LICENSEE shall pay UTMDACC a running royalty of [***] of NET SALES of DIAGNOSTIC PRODUCTS, which rate cannot be reduced in the event LICENSEE requires a third party fee or royalty-bearing license in order to commercialize such products. In the event that at least one U.S. patent that

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covers a DIAGNOSTIC PRODUCT has issued, and subsequently all U.S. patents covering such DIAGNOSTIC PRODUCT have expired (so that such DIAGNOSTIC PRODUCT is only covered by TECHNOLOGY RIGHTS), then the running royalty rate payable on NET SALES of such DIAGNOSTIC PRODUCT that are sold in the U.S. after expiration of all U.S. patents covering the DIAGNOSTIC PRODUCT shall be reduced to [***] during the balance of the applicable DIAGNOSTIC PRODUCT ROYALTY TERM. In the event that a DIAGNOSTIC PRODUCT is not covered by a VALID CLAIM in the country of SALE at the time of the SALE, then the running royalty shall be [***] of NET SALES of such DIAGNOSTIC PRODUCT not covered by a VALID CLAIM for SALES in such country.

(ii) THERAPEUTIC PRODUCTS. During the respective THERAPEUTIC PRODUCT ROYALTY TERM, LICENSEE shall pay UTMDACC a running royalty of [***] of NET SALES of THERAPEUTIC PRODUCTS. To the extent that LICENSEE makes a good faith determination that it is required to obtain a license from a third party in order to sell THERAPEUTIC PRODUCTS in a particular jurisdiction or jurisdictions, then [***] of the royalties payable and actually paid to such third party for sales of such THERAPEUTIC PRODUCTS in such jurisdiction(s) may be deducted from royalties otherwise payable to UTMDACC in such jurisdiction(s), provided that in no event shall the royalties payable to UTMDACC in any quarterly period

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be reduced to less than [***] of NET SALES of such THERAPEUTIC PRODUCTS in such jurisdiction(s). In the event that at least one U.S. patent that covers a THERAPEUTIC PRODUCT has issued, and all U.S. patents covering such THERAPEUTIC PRODUCT have expired (so that such THERAPEUTIC PRODUCT is only covered by TECHNOLOGY RIGHTS), then the running royalty rate payable on NET SALES of such THERAPEUTIC PRODUCT that are sold in the U.S. after expiration of all U.S. patents covering the THERAPEUTIC PRODUCT shall be reduced to [***] during the balance of the applicable THERAPEUTIC PRODUCT ROYALTY TERM. In the event that a THERAPEUTIC PRODUCT is not covered by a VALID CLAIM in the country of SALE at the time of the SALE, then the running royalty shall be [***] of NET SALES of such THERAPEUTIC PRODUCT not covered by a VALID CLAIM for SALES in such country. In no event shall the running royalty on NET SALES of a THERAPEUTIC PRODUCT be less than [***] of NET SALES of such THERAPEUTIC PRODUCT; and

(e) Payments for the achievement of milestones as follows:

(i) Milestones. The following one-time payments (“Milestone Payments”) shall be due for each specified milestone (“Milestone Event”) that has been achieved, whether such Milestone Event has been achieved by LICENSEE, a sublicensee, or an AFFILIATE of LICENSEE or the sublicensee:

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No.	Milestone Event	Milestone Payment
	DIAGNOSTIC PRODUCTS
1	[***]	[***]
2	[***]	[***]
3	[***]	[***]
4	[***]	[***]
5	[***]	[***]
	THERAPEUTIC PRODUCTS
6	[***]	[***]
7	[***]	[***]
8	[***]	[***]
9	[***]	[***]
10	[***]	[***]

(ii) Form of Milestone Payment. Except as set forth herein, all Milestone Payments shall be in cash. Subject to the occurrence of a Corporate Transaction as described in the last section of this Section 5.1 (e)(ii), LICENSEE may elect in its sole discretion to pay Milestone Payments for Milestone Events 1, 2, 4, 6, 7, and/or 8, as set forth above, (A) entirely in cash or (B) by the issuance of shares of (I) Common Stock in LICENSEE, if LICENSEE’s Common Stock is publicly-traded, or (II) the then-most recent series of Preferred Stock, if LICENSEE’s capital stock is privately owned, in each case to UTMDACC and/or its designee(s) (with such allocation between UTMDACC and its designee(s) being determined by

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UTMDACC, and disclosed by UTMDACC to LICENSEE). The number of shares of stock for a particular Milestone Payment being calculated as follows: for Common Stock, the applicable Milestone Payment amount in issue divided by Market Price Per Share. “Market Price Per Share” means the price per share of the Licensee’s Common Stock determined in accordance with the following provisions:

(1) if such security is listed on a national securities exchange registered under the Securities Exchange Act of 1934, a price equal to the average of the closing sales prices for such security on such exchange for each day during the 30 consecutive trading days immediately preceding the date in question; and

(2) if such security is not so listed on a national securities exchange, and such security is quoted on NASDAQ, OTCQB or other similar quotation system, a price equal to the average of the closing sales prices for such security quoted on such system each day during the 30 trading days on which trades occurred immediately preceding the date in question.

With respect to the issuance of Preferred Stock, the number of shares of Preferred Stock for a particular Milestone Payment shall be calculated by dividing the applicable Milestone Payment amount in issue by the price per share for the then-most recent series of Preferred Stock paid by investors immediately prior to the applicable Milestone Payment being due and owing.

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The shares of Common Stock or Preferred Stock, as applicable, issued in lieu of cash for such a Milestone Payment shall be fully vested upon issuance. Notwithstanding anything to the contrary contained herein, after a Corporate Transaction has occurred, the payments of all future Milestone Events shall be in cash.

(iii) Commencement of Trial. For purposes of this AGREEMENT, “Commencement” of a PHASE I, 13, or III CLINICAL TRIAL shall be deemed to occur upon the [***] in the respective PHASE I, II, or III CLINICAL TRIAL.

(iv) Notice and Payment Deadline. LICENSEE shall promptly notify UTMDACC in writing upon achievement of any Milestone Event. For the avoidance of doubt, each Milestone Payment is a one-time payment that is due and payable upon the first DIAGNOSTIC PRODUCT or THERAPEUTIC PRODUCT (as may be applicable) to achieve a respective Milestone Event. Each of the foregoing Milestone Payments shall be made by LICENSEE to UTMDACC (without invoice) within [***] calendar days of achieving the Milestone Event referenced above and shall not reduce the amount of any other payment provided for in this Article V; and

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(f) a percentage of SUBLICENSING CONSIDERATION as follows:

(i) DIAGNOSTIC PRODUCTS. For sublicense agreements granting rights with respect to DIAGNOSTIC PRODUCTS and executed after Closing of the SERIES A FINANCING ROUND, or such other round of financing as agreed upon by the parties, LICENSEE shall pay the following percentage of SUBLICENSING CONSIDERATION:

Sublicense agreement execution date	Percentage of SUBLICENSING CONSIDERATION owed to UTMDACC
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

For purposes of illustration of the foregoing, if a sublicense is executed at least [***] years after the Closing of the SERIES A FINANCING ROUND, but less than [***] years after the Closing of the SERIES A FINANCING ROUND, the applicable percentage of SUBLICENSING CONSIDERATION paid by LICENSEE to UTMDACC shall be [***]. As another example, if a sublicense is executed at least [***] years after the Closing of the SERIES A FINANCING ROUND, but less than [***] years after the Closing of the SERIES A FINANCING ROUND, the applicable percentage of SUBLICENSING CONSIDERATION paid by LICENSEE to UTMDACC shall be [***].

(ii) THERAPEUTIC PRODUCTS. For sublicense agreements granting rights with respect to THERAPEUTIC PRODUCTS and executed after the Closing of LICENSEE’s SERIES A FINANCING ROUND, LICENSEE shall pay the following percentage of SUBLICENSING CONSIDERATION:

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Sublicense agreement execution date	Percentage of SUBLICENSING CONSIDERATION owed to UTMDACC
[***]	[***]
[***]	[***]
[***]	[***]

For purposes of illustration of the foregoing, if a sublicense is executed [***] months after the Closing of the SERIES A FINANCING ROUND, the applicable percentage of SUBLICENSING CONSIDERATION paid by LICENSEE to UTMDACC shall be [***]. As another example, if a sublicense is executed [***] months after the Closing of the SERIES A FINANCING ROUND, the applicable percentage of SUBLICENSING CONSIDERATION paid by LICENSEE to UTMDACC shall be [***].

(iii) APPORTIONMENT. To the extent that patent rights, intellectual property rights or analogous rights other than rights in LICENSED SUBJECT MATTER are licensed, sublicensed or granted by LICENSEE together with any sublicense pursuant to Section 4.3 and Section 4.4 to any THIRD PARTY, that portion of the consideration received by LICENSEE that shall be included as SUBLICENSING CONSIDERATION and subject to sharing with UTDMACC under Section 5.1(f)(i) and Section 5.1(f)(ii), shall be determined through an equitable apportionment of such consideration between the LICENSED SUBJECT MATTER and those other patent rights, intellectual property rights or analogous rights and

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obligations, and such apportionment shall be reasonable and in accordance with customary standards in the industry. LICENSEE shall promptly deliver to UTDMACC a written report setting forth such apportionment. In the event UTDMACC disagrees with the determination made by LICENSEE, UTDMACC shall so notify LICENSEE within [***] days of receipt of LICENSEE’s report and the parties shall meet to discuss and resolve such disagreement in good faith. In the absence of a resolution of the foregoing by the parties, LICENSEE shall not enter into such sublicense; provided that LICENSEE shall be permitted to enter into separate sublicenses of the LICENSED SUBJECT MATTER and such other patent rights, intellectual property rights or analogous rights and obligations with such THIRD PARTY; and

(g) Early Sale of DIAGNOSTICS BUSINESS. In the event that LICENSEE sells all or substantially all of its DIAGNOSTICS BUSINESS (whether via an asset sale or a stock sale, a merger, consolidation, or pursuant to some other similar transaction) within the first [***] months after the Closing of LICENSEE’s SERIES A FINANCING ROUND, then LICENSEE shall pay or provide UTMDACC, or cause its stockholders to pay or provide to UTMDACC, [***] of the cash and non-cash gross proceeds generated from such sale or other transaction, whether or not such consideration is paid to the LICENSEE or the stockholders of LICENSEE. Anything herein to the contrary notwithstanding, in the event that LICENSEE grants a sublicense for fair market value pursuant to Section 4.3 and Section 4.4 to the acquirer in connection with such sale, all proceeds from such sublicense shall be treated as proceeds generated from such sale and not as part of SUBLICENSING CONSIDERATION; and

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(h) Early Sale of THERAPEUTICS BUSINESS. In the event that LICENSEE sells all or substantially all of its THERAPEUTICS BUSINESS (whether via an asset sale or a stock sale, merger, consolidation or pursuant to some other similar transaction) within the first [***] months after the Closing of LICENSEE’s SERIES A FINANCING ROUND, then LICENSEE shall pay or provide UTMDACC [***] of the cash and non-cash gross proceeds generated from such sale or other transaction, whether or not such consideration is paid to the LICENSEE or the stockholders of LICENSEE. Anything herein to the contrary notwithstanding, in the event that LICENSEE grants a sublicense for fair market value pursuant to Section 4.3 and Section 4.4 to the acquirer in connection with such sale, all proceeds from such sublicense shall be treated as proceeds generated from such sale and not as part of SUBLICENSING CONSIDERATION.

(i) All payments under the foregoing Section 5.1(f), Section 5.1(g). and Section 5.1(h). will be made to UTDMACC and/or its designee(s) (i) only as and when the same are received by the relevant payee (whether such payee is LICENSEE and/or its stockholders), (ii) the amount of each payment due to UTDMACC shall be based on each net payment actually received by the payee(s) (with the net payment actually received by payee determined by only deducting any amounts allocated to an escrow account or paid for indemnification purposes from the gross proceeds to be paid to such payee, and for the avoidance of doubt, debt or other expenses incurred by the payee(s) will not be deducted from the

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gross proceeds paid to such payee), and (iii) for avoidance of doubt, amounts that are based on contingencies (for example, the achievement of milestones by the acquirer or assignee) or that are subject to an escrow obligation shall be calculated and be payable to UTDMACC and/or its designee(s) only as and when such payments are made to the relevant payee.

(j) WIN-STATE PAYMENTS.

(i) General. If, within the first [***] years following the closing of the SERIES A FINANCING ROUND (the “WIN-STATE TERM”), the per share FAIR MARKET VALUE (as defined below) of LICENSEE’s Common Stock is equal to or in excess of a PRICE TRIGGER (as defined below), then LICENSEE will make one or more payments to UTMDACC (and/or its designee(s) as instructed by UTMDACC) (each a “WIN-STATE PAYMENT”) as set forth herein.

(ii) PRICING DATE. Commencing on the EFFECTIVE DATE, and from time-to-time thereafter during the term of this AGREEMENT, and in any case, (A) upon the closing of a sale by LICENSEE of all or substantially all of the assets, or the sale by the stockholders of all or substantially all of their respective capital stock in LICENSEE and (B) no less frequently than promptly following the closing of each sale by LICENSEE of LICENSEE’s equity securities (excluding sales to employees or consultants pursuant to the exercise of options to purchase any such equity securities issued pursuant to an incentive stock option plan), LICENSEE shall determine the per share FAIR MARKET VALUE (defined herein) of its Common Stock (the date of each such determination is a “PRICING DATE”).

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(iii) FAIR MARKET VALUE. For purposes of this Section 5.1(j), “FAIR MARKET VALUE” means the per share value of LICENSEE’s Common Stock, which shall be determined as follows:

(A) in connection with financing transactions undertaken by LICENSEE (including each sale of LICENSEE’s equity securities in accordance with Section 5.1(j)(ii)(B): (1) if LICENSEE’s Common Stock is not publicly-traded, then the per share FAIR MARKET VALUE of LICENSEE’s Common Stock shall be deemed to be equal to the price per share at which LICENSEE most recently sold shares of its Preferred Stock and (II) if LICENSEE’s Common Stock is publicly-traded, then the per share FAIR MARKET VALUE of LICENSEE’s Common Stock shall be determined in accordance with the following provisions:

(1) if such security is listed on a national securities exchange registered under the Securities and Exchange Act of 1934, a price equal to the average of the closing sales prices for such security on such exchange for each day during the 30 consecutive trading days immediately preceding the date in question; and

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(2) if such security is not so listed, and such security is quoted on NASDAQ, OTCQB or other similar quotation system, a price equal to the average of the closing sales prices for such security quoted on such system each day during the 30 trading days on which trades occurred immediately preceding the date in question, and

(B) in connection with the sale of all or substantially all of the assets, or the sale of all or substantially all of the outstanding equity securities of LICENSEE, the per share value of LICENSEE’s Common Stock shall be equal to (I) in the case of a sale of all or substantially all of the assets of LICENSEE, the total purchase price for the assets divided by the total number of shares of LICENSEE’s Common Stock outstanding (on a fully diluted basis), or (II) the total gross proceeds paid for such shares of capital stock, in connection with the sale of the equity securities of LICENSEE, in each case divided by the total number of such shares of the equity securities sold in connection with such acquisition.

(iv) SUSPENSION PERIODS. No PRICING DATES shall occur, and the payment of WIN-STATE PAYMENTS will be suspended, for any period during which LICENSEE is engaged in good faith negotiations either (A) with a potential financing source towards a capital financing of the LICENSEE through a sale of its equity securities or (B) a potential partner in a transaction that would, if consummated, result in the sale of all or substantially all of the assets or capital stock of LICENSEE. In either such case, a Pricing Date shall occur, and LICENSEE shall determine the per share FAIR MARKET VALUE of its Common Stock, promptly following the consummation of the relevant transaction.

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(v) PAYMENTS. If, during the WIN-STATE TERM, the per share FAIR MARKET VALUE of LICENSEE’s Common Stock is, as of any particular PRICING DATE, equal to or in excess of an amount shown in the column below labeled “PRICE TRIGGER” (each such per share price is a “PRICE TRIGGER”), then LICENSEE shall pay UTMDACC and/or its designee(s) on an aggregate basis, (with such allocation between UTMDACC and its designee(s) being determined by UTMDACC, and disclosed by UTMDACC to LICENSEE), the amount indicated opposite such PRICE TRIGGER in the column labeled “WIN-STATE PAYMENT” (each such payment amount is a “WIN-STATE PAYMENT”) within [***] days after such PRICING DATE; provided that: (i) if such FAIR MARKET VALUE was determined in connection with a capital financing of LICENSEE through a sale by LICENSEE of its equity securities (including through an initial public offering or a private offering), then such WIN-STATE PAYMENT shall become due and payable only after the closing of such transaction and (ii) if such FAIR MARKET VALUE was determined in connection with a sale of all or substantially all of LICENSEE’s assets by LICENSEE or the equity securities of LICENSEE by LICENSEE’s stockholders, then such WIN- STATE PAYMENT shall become due and payable only after the closing of such transaction.

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PRICE TRIGGER	WIN-STATE PAYMENT
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

For the avoidance of doubt: (i) each WIN-STATE PAYMENT shall become due and payable under this AGREEMENT, if at all, a maximum of one (1) time and (ii) more than one WIN-STATE PAYMENT may become due and payable based on the per share FAIR MARKET VALUE determined on any single PRICING DATE. For example, if the first per share FAIR MARKET VALUE is determined to be [***] per share, then LICENSEE shall pay UTMDACC the WIN-STATE PAYMENT equal to one hundred and fifty million dollars ($150,000,000).

Notwithstanding anything to the contrary contained herein, if LICENSEE shall at any time or from time to time during the WIN-STATE TERM, effect a stock dividend, stock split, combination, or other similar recapitalization or subdivision with respect to LICENSEE Common Stock, the PRICE TRIGGER in effect immediately before that transaction shall be proportionately decreased or increased, as applicable (for example, if LICENSEE implements a “2-for-l stock split”, then the PRICE TRIGGER will be reduced by [***]). For the avoidance of doubt, the amount of the WIN-STATE PAYMENT will remain the same.

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Each WIN-STATE PAYMENT shall be payable, in LICENSEE’s sole discretion, in cash, or in such number of shares of LICENSEE’s Common Stock as is equal to the WIN-STATE PAYMENT amount, based on the FAIR MARKET VALUE of such shares as determined in connection with the calculation of the amount of such WIN-STATE PAYMENT.

All amounts paid to UTMDACC and/or its designee(s) pursuant to Sections 5.1(d)(i) (relating to running royalties for DIAGNOSTIC PRODUCTS), 5.1(e)(1) (relating to milestones payable for achieving Milestone Events with DIAGNOSTIC PRODUCTS), 5.1(f)(i) (relating to SUBLICENSING CONSIDERATION received in connection with DIAGNOSTIC PRODUCTS) and 5.1(g) (relating to the early sale of the LICENSEE’s DIAGNOSTICS BUSINESS) shall be fully credited, on a dollar-for-dollar basis, against any WIN-STATE PAYMENTS that subsequently become due and payable hereunder to UTMDACC and its designee(s), on an aggregate basis.

(k) For clarity, with respect to any consideration received in connection with making, having made, using, selling and/or offering to sell a product that could be considered to be both a DIAGNOSTIC PRODUCT and a THERAPEUTIC PRODUCT (including a sublicense to such rights), the highest applicable rate set forth in this AGREEMENT (e.g., the highest applicable Milestone Payment, royalty rate, percentage of SUBLICENSING CONSIDERATION, etc.) shall apply.

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5.2 Unless otherwise provided, all such payments are payable within [***] calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE, its AFFILIATES and its sublicensees, if any exist, during the preceding [***] calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE’s payments hereunder. This report will include pertinent data, including, but not limited to:

(a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and

(b) a list of LICENSED PRODUCTS produced for the [***] preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and

(c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 5.2(b); and

(d) the total SALES by the category listed in Section 5.2(b); and

(e) the calculation of NET SALES by the category listed in Section 5.2(b); and

(f) the royalties so computed and due UTMDACC by the category listed in Section 5.2(b); and

(g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and

(h) all other amounts due UTMDACC herein.

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Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due.

5.3 During the term of this AGREEMENT and for [***] year thereafter, LICENSEE agrees to keep complete and accurate records of its, its AFFILIATES’ and its sublicensees’ SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC’s expense, to periodically examine LICENSEE’s books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than [***] of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination. LICENSEE shall pay accrued interest on past-due amounts for the relevant period at the lesser of (i) the prime rate as identified in the Wall Street Journal, Eastern Edition, or (ii) the highest rate allowed by applicable law.

5.4 Within [***] calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC a written progress report as to LICENSEE’s (and any sublicensee’s) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE’s (and sublicensees’) commercialization plans for the upcoming year.

5.5 All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Payments shall be by checks made payable to The University of Texas M. D. Anderson Cancer Center, and sent by United States mail to Box 4390, Houston, Texas 77210-4390, or by wire transfer to:

[***].

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5.6 No payments due or royalty rates owed under this AGREEMENT will be reduced as the result of co-ownership of LICENSED SUBJECT MATTER by BOARD and another PERSON, including, but not limited to, LICENSEE.

VI. SPONSORED RESEARCH

6.1 If LICENSEE and UTMDACC do not enter into a mutually agreeable form of SPONSORED RESEARCH AGREEMENT within [***] days after the EFFECTIVE DATE, this AGREEMENT shall terminate upon written notice from UTMDACC.

6.2 If, in addition to the sponsored research agreement referenced in Section 6.1 above LICENSEE desires to sponsor research for or related to the LICENSED SUBJECT MATTER, and particularly where LICENSEE receives payments for sponsored research pursuant to a sublicense under this AGREEMENT, LICENSEE (a) will notify UTMDACC in writing of all opportunities to conduct this sponsored research (including clinical trials, if applicable), (b) will solicit research and/or clinical proposals from UTMDACC for this purpose, and (c) will give good faith consideration to funding any such proposals at UTMDACC.

VII. PATENTS AND INVENTIONS

7.1 For the avoidance of doubt, the terms and conditions in this Article VII are subject to the rights of CPRIT under the CPRIT Contract and the rights of BIDMC under the IIA.

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7.2     (a) Consultation. LICENSEE shall have the right to provide comments to UTMDACC on patent prosecution strategy, claim language and interactions with U.S. or foreign (non-U.S.) patent offices for patent applications and patents for LICENSED SUBJECT MATTER. If after consultation with LICENSEE both parties agree that a new patent application should be filed for LICENSED SUBJECT MATTER, UTMDACC will prepare and file appropriate patent applications. With respect to all such patent applications and patents, UTDMACC shall instruct the patent counsel prosecuting such patent applications and patents to (i) copy LICENSEE on patent prosecution documents that are received from or filed with the United States Patent and Trademark Office (“USPTO”) and foreign equivalent, as applicable; (ii) if practical under the circumstances in light of applicable deadlines, provide LICENSEE with copies of draft submissions to the USPTO and foreign equivalent, as applicable prior to filing; and (iii) implement the comments and requests of LICENSEE or its patent counsel unless such implementation is not consistent with reasonable practices.

(b) Payment of Patent Expenses. UTMDACC agrees to pay all expenses, up to a total of $1,500,000 (the “UTMDACC LIMIT”), regardless of when incurred and which amount includes without limitation expenses paid by UTMDACC before the EFFECTIVE DATE, associated with prosecution of patents and patent applications for LICENSED SUBJECT MATTER during the period commencing on the EFFECTIVE DATE and ending on the [***] anniversary of the EFFECTIVE DATE. LICENSEE will pay all expenses in excess of the UTMDACC LIMIT and all expenses incurred or invoiced after the [***] anniversary of the EFFECTIVE DATE for the searching, preparing, filing, prosecuting and maintaining patent applications and patents for LICENSED SUBJECT MATTER. If LICENSEE notifies UTMDACC that it does not intend

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to pay the cost of filing, prosecuting or maintaining a patent application or patent, or if LICENSEE fails to promptly confirm its intent to pay the cost of filing, prosecuting or maintaining a patent application or patent upon inquiry from UTMDACC, or if LICENSEE is in arrears on any expense payments due under Section 5.1(a), then UTMDACC may elect to file, not file, continue prosecution or maintenance, or abandon such patent application or patent at its own expense without further notice to LICENSEE. In the event UTMDACC files or continues prosecution or maintenance of such patent application or patent at UTMDACC’s expense, then LICENSEE’s rights to such patent application or patent under this AGREEMENT shall terminate in their entirety unless otherwise determined by UTMDACC in its sole discretion.

(c) Common Interest. The parties agree that they share a common legal interest to get valid enforceable patents and that LICENSEE will keep all privileged information received pursuant to this Section confidential.

(d) Series A Preferred Shares. In exchange for UTMDACC’s agreement to pay patent expenses up to $1,500,000, and, in addition to all other equity interests in LICENSEE received by UTMDACC, LICENSEE shall issue to UTMDACC and/or its designee, in the aggregate (which allocation between UTMDACC and its designee shall be determined by UTDMACC and disclosed by UTDMACC to LICENSEE), 1,500,000 shares of Series A Preferred Stock at the first Closing of LICENSEE’S SERIES A FINANCING ROUND.

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(e) Series B Preferred Shares. Notwithstanding anything to the contrary contained herein, UTMDACC will have the right to participate in the contemplated Series B Financing Round of LICENSEE on the same terms as the other investors in such financing; provided, however, that UTMDACC will be limited to being able to purchase up to [***] of Series B Preferred Stock.

VIII. INFRINGEMENT BY THIRD PARTIES

8.1 LICENSEE, at its expense, has the first right (but not the obligation) to enforce any patent exclusively licensed hereunder against infringement by third parties in the LICENSED FIELD and is entitled to retain recovery from such enforcement. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay UTMDACC: [***] of any monetary recovery, whether by judgment or settlement (including damages awarded for lost profits, reasonable royalties, or enhanced or punitive damages). LICENSEE must notify UTMDACC in writing of any potential infringement in the LICENSED FIELD within [***] calendar days of knowledge thereof. If LICENSEE does not file suit against a substantial infringer in the LICENSED FIELD within [***] months of knowledge thereof, then BOARD or UTMDACC may, at its sole discretion, enforce any patent licensed hereunder on behalf of itself and LICENSEE, with UTMDACC retaining, after reimbursement of UTMDACC’s and BOARD’s reasonable legal costs and expenses, seventy-five percent of any recoveries from such enforcement and the remainder being paid over to LICENSEE.

8.2 In any suit or dispute involving an infringer, the parties agree to cooperate fully with each other. At the request and expense of the party bringing suit, the other party will permit access during regular business hours, to all relevant personnel, records, papers, information, samples, specimens, and the like in its possession.

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IX. PATENT MARKING

9.1 LICENSEE agrees that all packaging containing individual LICENSED PRODUCT(S), documentation therefor, and, when possible, actual LICENSED PRODUCT(S) sold by LICENSEE, AFFILIATES, and/or sublicensees of LICENSEE will be appropriately marked with the number of any applicable patent(s) licensed hereunder in accordance with each country’s patent laws, including Title 35, United States Code, to the extent such marking is necessary or required to fully preserve PATENT RIGHTS in each such country.

X. INDEMNIFICATION AND INSURANCE

10.1 LICENSEE AGREES TO HOLD HARMLESS AND INDEMNIFY BOARD, SYSTEM, UTMDACC, BIDMC, THEIR REGENTS, OFFICERS, EMPLOYEES, STUDENTS AND AGENTS (COLLECTIVELY, THE “UTMDACC INDEMNITEES”) FROM AND AGAINST ANY CLAIMS, DEMANDS, OR CAUSES OF ACTION WHATSOEVER, COSTS OF SUIT AND REASONABLE ATTORNEY’S FEES (INCLUDING WITHOUT LIMITATION, THOSE CLAIMS, DEMANDS, CAUSES OF ACTION, COSTS OF SUIT, AND REASONABLE ATTORNEYS’ FEES ARISING ON ACCOUNT OF ANY INJURY OR DEATH OF PERSONS OR DAMAGE TO PROPERTY) CAUSED BY, OR ARISING OUT OF, OR RESULTING FROM, THE EXERCISE OR PRACTICE OF THE RIGHTS GRANTED HEREUNDER BY LICENSEE, ITS OFFICERS, ITS AFFILIATES OR THEIR OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES. Both parties agree that upon receipt of a notice of claim or action that may reasonably be covered by the foregoing indemnification obligation, that the party receiving such notice will notify the other party promptly; provided, however, that the failure to promptly notify LICENSEE shall not relieve LICENSEE of its indemnification obligations unless LICENSEE is materially adversely

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affected by such failure, and in such case the indemnification obligations shall be relieved only to the extent of such material adverse effect. LICENSEE shall not compromise or settle such claim without the advance written consent of BOARD and UTMDACC. No settlement by LICENSEE shall require the UTMDACC INDEMNITEES to contribute to the settlement, admit fault or change their operation or business practices. To the extent authorized by the Texas Constitution and the laws of the State of Texas and subject to the statutory duties of the Texas Attorney General, LICENSEE agrees, at its own expense, to provide attorneys to defend against any actions brought or filed against with respect to the subject of the indemnity contained herein, whether such claims or actions are rightfully brought or filed. Obligations to indemnify and hold harmless under this Article X are subject to: (a) to the extent authorized by the Texas Constitution and the laws of the State of Texas and subject to the statutory duties of the Texas Attorney General, the indemnified party giving LICENSEE control of the defense and settlement of the claim and demand; and (b) to the extent authorized by the Texas Constitution and the laws of the State of Texas and subject to statutory duties of the Texas Attorney General, the indemnified party providing the assistance reasonably requested by LICENSEE, at LICENSEE’s expense.

10.2 OTHER THAN WITH RESPECT TO LICENSEE’S OBLIGATIONS UNDER THIS ARTICLE X OR LICENSEE’S INFRINGEMENT OF BOARD’S INTELLECTUAL PROPERTY, IN NO EVENT SHALL LICENSEE, BOARD, SYSTEM, UTMDACC, OR BIDMC BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR EXPECTED SAVINGS OR OTHER ECONOMIC LOSSES,

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OR FOR INJURY TO PERSONS OR PROPERTY) ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF WHETHER LICENSEE, BOARD, SYSTEM, UTMDACC, OR BIDMC KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 LICENSEE’S OBLIGATIONS TO HOLD HARMLESS AND INDEMNIFY THE UTMDACC INDEMNITEES IN SECTION 10.1 AND THE LIMITATION OF LIABILITY IN SECTION 10.2 SHALL INCLUDE, BUT ARE NOT LIMITED TO, ANY CLAIM ALLEGING PRODUCT DEFECT, STRICT STATUTORY LIABILITY, OR THE SOLE OR CONCURRENT NEGLIGENCE OF ANY OF THE UTMDACC INDEMNITEES THAT ARISES OUT OF, RELATES TO, IS CAUSED IN WHOLE OR 3N PART BY, OR RESULTS FROM THIS AGREEMENT OR LICENSED SUBJECT MATTER.

10.4 Beginning at the time when any LICENSED SUBJECT MATTER or LICENSED PRODUCT is being distributed or sold (including for the purpose of obtaining regulatory approvals) by LICENSEE, an AFFILIATE, or by a sublicensee, LICENSEE shall, at its sole cost and expense, procure and maintain commercial general liability insurance in amounts not less than [***] per incident and [***] annual aggregate (excluding for all purposes all self-insurance programs), and LICENSEE shall use reasonable efforts to have the UTDMACC INDEMNITEES named as additional insureds. Such commercial general liability insurance shall provide: (i) product liability coverage; (ii) broad form contractual liability coverage for LICENSEE’s indemnification under this AGREEMENT; and (iii) coverage for litigation costs. The minimum amounts of insurance coverage required herein shall not be construed to create a limit of LICENSEE’s liability with respect to its indemnification under this AGREEMENT.

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10.5 LICENSEE shall provide UTMDACC with written evidence of such insurance within [***] calendar days of its procurement. Additionally, LICENSEE shall provide UTMDACC with written notice of at least [***] calendar days prior to the cancellation, non-renewal or material change in such insurance.

10.6 LICENSEE shall maintain such commercial general liability insurance beyond the expiration or termination of this AGREEMENT during: (i) the period that any LICENSED SUBJECT MATTER or LICENSED PRODUCT developed pursuant to this AGREEMENT is being commercially distributed or sold by LICENSEE, an AFFILIATE or by a sublicensee, distributor, or agent of LICENSEE; and (ii) the [***] year period immediately after such period.

XI. USE OF NAME

11.1 LICENSEE will not use the name of (or the name of any employee of) UTMDACC, SYSTEM, BOARD, or BIDMC in any advertising, promotional or sales literature, on its Web site, or for the purpose of raising capital without advance express written consent. LICENSEE may request such consent with respect to BOARD or UTMDACC by contacting:

The University of Texas

M. D. Anderson Cancer Center

Legal Services, Unit 1674

P.O. Box 301407

Houston, TX 77230-1407

Notwithstanding the above, LICENSEE may use the name of (or name of employee of) UTMDACC, SYSTEM or BOARD in routine business correspondence, or as needed in appropriate regulatory submissions without express written consent.

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XII. CONFIDENTIAL INFORMATION AND PUBLICATION

12.1 UTMDACC and LICENSEE each agree that all information contained in documents marked ‘‘confidential” and forwarded to one by the other (i) are to be received in strict confidence, (ii) are to be used only for the purposes of this AGREEMENT, and (iii) will not be disclosed by the recipient party (except as required by law or court order), its agents or employees without the prior written consent of the disclosing party, except to the extent that the recipient party can establish by competent written proof that such information:

(a) was in the public domain at the time of disclosure; or

(b) later became part of the public domain through no act or omission of the recipient party, its employees, agents, successors or assigns; or

(c) was lawfully disclosed to the recipient party by a third party having the right to disclose it; or

(d) was already known by the recipient party at the time of disclosure; or

(e) was independently developed by the recipient party without use of the disclosing party’s confidential information; or

(f) is required by law or regulation to be disclosed.

For avoidance of doubt, LICENSEE, its AFFILIATES and sublicensees are hereby permitted to use and disclose the LICENSED SUBJECT MATTER in a manner that is commercially reasonable in connection with its exercise of the license granted under Section 4.1 in connection with the development and commercialization of products.

12.2 Each party’s obligation of confidence hereunder will be fulfilled by using at least the same degree of care with the disclosing party’s confidential information as it uses to protect its own confidential information, but always at least a reasonable degree of care.

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This obligation will exist while this AGREEMENT is in force and for a period of [***] years thereafter.

12.3 UTMDACC and BIDMC reserve the right to publish the general scientific findings from research related to LICENSED SUBJECT MATTER, with due regard to the protection of LICENSEE’s confidential information. For purposes of clarification, such reserved right shall not be deemed to create an obligation on the part of LICENSEE to provide scientific findings or other research results to UTMDACC or SYSTEM under this AGREEMENT nor a right of UTDMACC or SYSTEM to publish any such information disclosed under this AGREEMENT by LICENSEE to UTDMACC or SYSTEM. UTMDACC will submit the manuscript of any proposed publication by UTMDACC to LICENSEE at least [***] calendar days before publication, and LICENSEE shall have the right to review and comment upon the publication in order to protect LICENSEE’s confidential information. Upon LICENSEE’s request, publication may be delayed up to [***] additional calendar days to enable LICENSEE to secure adequate intellectual property protection of LICENSEE’s confidential information that would otherwise be affected by the publication. For avoidance of doubt, the foregoing reservation of rights shall not apply to research conducted under the Sponsored Research Agreement. Notwithstanding any provision to the contrary herein, nothing in this AGREEMENT shall be construed as a requirement that UTMDACC or BOARD engage in any action that, in the judgment of BOARD or UTMDACC, may jeopardize (a) the applicability of the fundamental research exclusion of the International Traffic in Arms Regulations and/or Export Administration Regulations as currently drafted or as subsequently updated, supplemented, amended, or revised, to any information, (b) any tax-exempt status of BOARD, SYSTEM, or

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UTMDACC or financial instruments pertaining thereto, or (c) BOARD’s or UTMDACC’s compliance with any applicable law or regulation; provided, however, that if BOARD or UTMDACC has a good faith belief that a restriction on publication under this AGREEMENT may pose an issue under (a), (b), or (c) immediately above, UTMDACC shall notify LICENSEE and the parties shall confer in good faith with respect thereto.

12.4 Notwithstanding the foregoing, UTMDACC may disclose LICENSEE’s confidential information to CPRIT and/or BIDMC under appropriate obligations of confidentiality in order to comply with the IIA and/or CPRIT Contract.

XIII. ASSIGNMENT

13.1 LICENSEE may assign this AGREEMENT without the consent of UTMDACC in connection with the sale by LICENSEE of all or substantially all of its assets (whether via an asset sale or a stock sale or pursuant to some other similar transaction). Except as provided in the foregoing sentence, this AGREEMENT may not be assigned by LICENSEE without the prior written consent of UTMDACC, which will not be unreasonably withheld. For any assignment to be effective, the assignee must assume in writing (a copy of which writing will be provided to UTMDACC) all of LICENSEE’s interests, rights, duties, and obligations under the AGREEMENT and agree to comply with all terms and conditions of the AGREEMENT as if the assignee were the original party (i.e., the LICENSEE) to the AGREEMENT.

XIV. TERM AND TERMINATION

14.1 Subject to Sections 14.2, 14.3 and 14.4 hereinbelow, the term of this AGREEMENT is from the EFFECTIVE DATE until the last to occur of: (a) the expiration of all patents issued under PATENT RIGHTS (if any) and the cancellation, withdrawal, or express

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abandonment of all patent applications under PATENTS RIGHTS (if any), or (b) the date that is the fifteenth (15th) anniversary of the EFFECTIVE DATE. Upon expiration of this AGREEMENT, the license granted under the TECHNOLOGY RIGHTS in Section 4.1 shall automatically convert to a fully-paid, irrevocable, perpetual license.

14.2 Any time after [***] years from the EFFECTIVE DATE, BOARD or UTMDACC have the right to terminate this license in any national political jurisdiction within the LICENSED TERRITORY if LICENSEE, within [***] calendar days after receiving written notice from UTMDACC of the intended termination, fails to provide written evidence satisfactory to UTMDACC that LICENSEE or its sublicensee(s) is using commercially reasonable efforts to commercialize a licensed invention in such jurisdiction(s).

14.3 Subject to any rights herein which survive termination, this AGREEMENT will earlier terminate in its entirety:

(a) automatically, if LICENSEE becomes bankrupt or insolvent and/or if the business of LICENSEE shall be placed in the hands of a receiver, assignee, or trustee, whether by voluntary act of LICENSEE or otherwise; or

(b) upon [***] calendar days written notice from UTMDACC, if LICENSEE breaches or defaults on the payment or report obligations of Article V (excluding the license fee specified in Section 5.1(b), for which no cure period applies), or use of name obligations of Article XI, unless, before the end of such thirty (30) calendar day notice period, LICENSEE has cured the default or breach to UTMDACC’s reasonable satisfaction, and so notifies UTMDACC, stating the manner of the cure; or

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(c) immediately, upon written notice from UTMDACC, if LICENSEE fails to timely pay the license fee specified in Section 5.1(b); or

(d) immediately upon UTMDACC’s written notice pursuant to Section 6.1; or

(e) upon [***] calendar days written notice from UTMDACC if LICENSEE breaches or defaults on any other obligation under this AGREEMENT (other than a breach caused by a failure of LICENSEE to use commercially reasonable efforts to commercialize a licensed invention, which shall be governed by Section 14.2), unless, before the end of such ninety (90) calendar-day notice period, LICENSEE has cured the default or breach to UTMDACC’s reasonable satisfaction and so notifies UTMDACC, stating the manner of the cure; or

(f) at any time by LICENSEE upon one hundred eighty (180) calendar days written notice to UTMDACC and subject to any terms herein which survive termination; or

(g) if Section 16.10 is invoked; or

(h) if LICENSEE has defaulted or been late on its payment obligations pursuant to the terms of this AGREEMENT on any [***] occasions in a [***] month period.

14.4 Upon termination of this AGREEMENT:

(a) nothing herein will be construed to release either party of any obligation maturing prior to the effective date of the termination; and

(b) LICENSEE covenants and agrees to be bound by the provisions of Articles X (Indemnification and Insurance), XI (Use of Name) and XII (Confidential Information and Publication) of this AGREEMENT.

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XV. WARRANTY: SUPERIOR-RIGHTS

15.1 Except for the rights of BIDMC and CPRIT and the rights, if any, of the Government of the United States of America (“Government”) as set forth below, BOARD represents and warrants its belief that (a) it is the owner or co-owner of the right, title, and interest in and to LICENSED SUBJECT MATTER, (b) it has the right to grant licenses thereunder, and (c) it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted hereunder except as stated herein,

15.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the Government and, if so, that the Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the Government’s rights under any such agreement and any applicable law or regulation. To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States will be manufactured substantially in the United States as and to the extent required by law (including without limitation the Bayh-Dole Act), unless a written waiver is obtained in advance from the GOVERNMENT. LICENSEE will promptly advise UTMDACC if such a written waiver is requested and/or obtained.

15.3 LICENSEE UNDERSTANDS AND AGREES THAT BOARD AND UTMDACC, BY THIS AGREEMENT, MAKE NO REPRESENTATION AS TO THE OPERABILITY OR FITNESS FO ANY USE, SAFETY, EFFICACY, APPROVABILITY BY REGULATORY AUTHORITIES, TIME AND COST OF DEVELOPMENT, PATENTABILITY, AND/OR BREADTH OF THE LICENSED SUBJECT MATTER.

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BOARD AND UTMDACC, BY THIS AGREEMENT, ALSO MAKE NO REPRESENTATION AS TO WHETHER ANY PATENT COVERED BY PATENT RIGHTS IS VALID OR AS TO WHETHER THERE ARE ANY PATENTS NOW HELD, OR WHICH WILL BE HELD, BY OTHERS OR BY BOARD OR UTMDACC IN THE LICENSED FIELD, NOR DO BOARD AND UTMDACC MAKE ANY REPRESENTATION THAT THE INVENTIONS CONTAINED IN PATENT RIGHTS DO NOT INFRINGE ANY OTHER PATENTS NOW HELD OR THAT WILL BE HELD BY OTHERS OR BY BOARD.

15.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that LICENSEE has not been induced in any way by BOARD, SYSTEM, UTMDACC or employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE is entering into this AGREEMENT voluntarily; (b) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (c) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

15.5 UTMDACC represents and warrants that:

(a) UTMDACC has, before the EFFECTIVE DATE, provided LICENSEE a true and correct copy of the IIA;

(b) The IIA provides that termination of the IIA shall not affect the rights of LICENSEE under this AGREEMENT;

(c) Neither BOARD nor UTMDACC shall terminate or amend the IIA in a manner that would impair LICENSEE’s rights hereunder (including by impairing LICENSEE’s license to the PATENT RIGHTS or the TECHNOLOGY RIGHTS as described in this AGREEMENT);

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(d) UTMDACC has, before the EFFECTIVE DATE, provided LICENSEE a true and correct copy of the CPRIT Contract;

(e) As of the EFFECTIVE DATE, UTMDACC has not committed an act or omission that CPRIT considers a default of the CPRIT Contract;

(f) CPRIT has agreed that, in the event of an uncured default by UTMDACC under the CPRIT Contract, CPRIT shall not take any action that would impair LICENSEE’s rights under this AGREEMENT provided that LICENSEE is diligently working toward commercialization of LICENSED SUBJECT MATTER and is taking commercially reasonable efforts to obtain patent protection with respect thereto;

(g) Neither BOARD nor UTMDACC shall terminate or amend the CPRIT Contract in a manner that would impair LICENSEE’s rights hereunder (including by impairing LICENSEE’s license to the PATENT RIGHTS or the TECHNOLOGY RIGHTS as described in this AGREEMENT); and

15.6 UTMDACC represents and warrants that the following representations and warranties set forth in the PURCHASE AGREEMENT are incorporated herein for all purposes and shall be deemed to be provided by UTMDACC, as the “Purchaser”, in favor of LICENSEE, subject in all cases to Section 16.5: Section 3.2, Section 3.3, Section 3.4, Section 3.5, Section 3.6, Section 3.7, Section 3.8, Section 3.9, Section 3.10 and Section 3.11. A breach by UTMDACC of any of the representations and warranties set forth in this Section 15.6 shall be deemed a breach of this Agreement, and LICENSEE shall have all rights and recourse under the provisions of this Agreement and/or the PURCHASE AGREEMENT against UTMDACC in connection with such breach.

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15.7 LICENSEE further represents and warrants that all of the representations and warranties set forth in Section 2 of the PURCHASE AGREEMENT are incorporated herein for all purposes and shall be deemed to be provided by LICENSEE, as the “Company” in favor of UTMDACC in this Section 15.7. A breach of any of the representations and warranties set forth in this Section 15.7 shall be deemed a breach of this Agreement and the PURCHASE AGREEMENT, and UTMDACC shall have all rights and recourse under the provisions of this Agreement and/or the PURCHASE AGREEMENT against the LICENSEE in connection with such breach.

XVI. GENERAL

16.1 This AGREEMENT constitutes the entire and only agreement between the parties for the subject matter hereof and all other prior negotiations, representations, agreements and understandings related thereto are superseded hereby. No agreements altering or supplementing the terms hereof will be made except by a written document signed by both parties.

16.2 Any notice required by this AGREEMENT must be given by prepaid, first class, mail, and addressed in the case of UTMDACC to:

The University of Texas M, D. Anderson Cancer

Center Office of Technology Commercialization, Unit 1669

PO Box 301407

Houston, Texas 77230-1407

[***]

or in the case of LICENSEE to:

[***]

Managing Director

ARCH Venture Partners

999 Third Avenue, Suite 3400

Seattle, WA 98104

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or other addresses as may be given from time to time under the terms of this notice provision. Communications regarding patent prosecution may be transmitted by electronic mail. For such communications to UTMDACC sent via electronic mail, the electronic mail shall be addressed or copied to [***].

16.3 LICENSEE must comply with all applicable federal, state and local laws and regulations in connection with its activities pursuant to this AGREEMENT. LICENSEE acknowledges that the LICENSED SUBJECT MATTER is subject to U. S. export control jurisdiction. LICENSEE agrees to comply with all applicable international and national laws that apply to the LICENSED SUBJECT MATTER, including U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions applied by the United States.

16.4 This AGREEMENT will be construed and enforced in accordance with the laws of the United States of America and of the State of Texas, without regard to its conflict of law provisions.

16.5 UTMDACC is an agency of the State of Texas and under the constitution and the laws of the State of Texas possesses certain rights and privileges, is subject to certain limitations and restrictions, and only has such authority as is granted to it under the constitution and laws of the State of Texas. Notwithstanding any provision hereof, nothing in this AGREEMENT is intended to be, nor will it be construed to be, a waiver of the sovereign immunity of the State of Texas, BOARD, SYSTEM or UTMDACC or a prospective waiver or restriction of any of the rights, remedies, claims, and privileges of the State of Texas, BOARD, SYSTEM or UTMDACC. Moreover, notwithstanding the generality or

56

specificity of any provision hereof, the provisions of this AGREEMENT as they pertain to BOARD or UTMDACC are enforceable only to the extent authorized by the constitution and laws of the State of Texas. Accordingly, to the extent any provision hereof conflicts with the constitution or laws of the State of Texas or exceeds the right, power or authority of BOARD or UTMDACC to agree to such provision, then that provision will not be enforceable against BOARD or UTMDACC or the State of Texas. Further, the terms of this AGREEMENT shall be subject to and shall be construed to be consistent with any third party rights (e.g., CPRIT, BIDMC), applicable UT System and MDA Rules and Policies, and other applicable laws, statutes, policies, rules and regulations with respect thereto or the subject matter hereof.

16.6 Notwithstanding the foregoing, to the extent that Chapter 2260, Texas Government Code, as it may be amended from time to time (“Chapter 2260”), is applicable to this AGREEMENT, LICENSEE acknowledges and agrees that the dispute resolution process provided for in Chapter 2260 shall be LICENSEE’s sole and exclusive process for seeking a remedy for any and all alleged breaches of the AGREEMENT by BOARD and/or UTMDACC or the State of Texas.

16.7 Failure of BOARD or UTMDACC to enforce a right under this AGREEMENT will not act as a waiver of right or the ability to later assert that right relative to the particular situation involved.

16.8 Headings included herein are for convenience only and will not be used to construe this AGREEMENT.

16.9 If any part of this AGREEMENT is for any reason found to be unenforceable, all other parts nevertheless will remain enforceable.

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16.10 In the event that LICENSEE brings an action before any court, agency or tribunal seeking to invalidate or otherwise challenge the enforceability of or BOARD’S ownership of any patent included in the PATENT RIGHTS, then UTMDACC may immediately terminate this AGREEMENT upon written notice to LICENSEE. To the extent that LICENSEE unsuccessfully challenges the validity or enforceability of any patent included in the PATENT RIGHTS, LICENSEE agrees to reimburse UTMDACC and BOARD for all costs and fees (including attorney’s fees) paid by UTMDACC and BOARD in defending against such challenge. LICENSEE understands and agrees that, in the event LICENSEE successfully challenges the validity or enforceability of any patent included in the PATENT RIGHTS, all payments or other consideration made or otherwise provided by LICENSEE to UTMDACC prior to a final, non-appealable adjudication of invalidity and/or unenforceability shall be non-refundable. The obligations of this Section shall survive the expiration or termination of this AGREEMENT.

16.11 This AGREEMENT may be executed in one (1) or more counterparts, by original, facsimile or PDF signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures to this AGREEMENT transmitted by facsimile, by email in “portable document format” (“.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of this AGREEMENT shall have the same effect as physical delivery of the paper document bearing original signature. Facsimiles and scanned images of original signatures shall be considered as valid and binding as original signatures, and as such, a facsimile or scanned image of an original signature delivered by the executing party to the other party shall create a valid and binding obligation of the party executing (or on whose behalf such

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signature is executed) with the same force and effect as if such facsimile or scanned signature was an original signature. In the event signatures are exchanged by facsimile and/or in “.pdf format, each party shall thereafter promptly provide an original signature page to the other party.

[Signatures Appear on Following Page]

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this AGREEMENT.

THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM, on behalf of
THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER
By:	/s/ Ronald A. DePinho, M.D.
Name:	Ronald A. DePinho, M.D.
Title:	President
Approved as to Consent
By:	/s/ Ferran Prat, J.D., Ph.D.
Name:	Ferran Prat, J.D., Ph.D.
Title:	Vice President, Strategic Industry
Ventures M. D. Anderson Cancer Center
Addresses for notices:
The University of Texas M. D.
Anderson Cancer Center
Office of Technology Commercialization
Unit 1669
PO Box 301407
Houston, Texas 77230-1407
[***]
With a mandatory copy, which shall not constitute notice, to:
Bracewell & Giuliani LLP
1445 Ross Avenue Suite 3800
Dallas, TX 75202-2724
[***]

SIGNATURE PAGE TO PATENT AND TECHNOLOGY LICENSE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this AGREEMENT.

LICENSEE:
CODIAK BIOSCIENCES, INC.
By:	/s/ Doug Williams
Name:	Doug Williams
Title:	President
Addresses for notices:
c/o ARCH Venture Partners
999 Third Avenue, Suite 3400
Seattle, WA 98104
With a mandatory copy, which shall not constitute notice to:
Goodwin Procter LLP
620 Eighth Avenue
New York, NY 10018
[***]

SIGNATURE PAGE TO PATENT AND TECHNOLOGY LICENSE AGREEMENT

EXHIBIT I

UTMDACC Invention Disclosure Report (IDR) No.	Inventors	IDR Title/Patent Title	U.S. and foreign patent application/ patent numbers
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

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EXHIBIT II

CPRIT CONTRACT

[***]

63

FIRST AMENDMENT TO

PATENT AND TECHNOLOGY LICENSE AGREEMENT

This First Amendment to Patent and Technology License Agreement (“AMENDMENT”) is made on this 26th day of April, 2018 by and between THE BOARD OF REGENTS (“BOARD”) of THE UNIVERSITY OF TEXAS SYSTEM (“SYSTEM”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M.D. ANDERSON CANCER CENTER (“UTMDACC”), a member institution of SYSTEM, and Codiak BioSciences, Inc., a Delaware corporation having a principal place of business located at 500 Technology Square, 9^th Floor, Cambridge, MA 02139, and formerly known as Kodiak Biotechnologies, Inc. (“LICENSEE”).

RECITALS

A. Licensee and the Board have entered into that certain Patent and Technology License Agreement, effective as of the 10th day of November, 2015 (the “Agreement;” capitalized terms used but not defined herein shall have the meaning provided in the Agreement).

B. Licensee and Board now desire to amend the Agreement as provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1

1. AMENDMENT OF AGREEMENT

2.1. Section 3.8 of the Agreement is hereby amended so that the phrase “[***]” as it appears in clause “(c)” of Section 3.8 is hereby deleted and replaced with the phrase “[***].”

2.2. Section 4.6 of the Agreement is hereby amended so that the phrase “(i) the third anniversary of the EFFECTIVE DATE, or” as it appears in the last paragraph of Section 4.6 is hereby deleted and replaced with the phrase “February 1, 2021, or.”

2.3 Section 7.2 of the Agreement is hereby amended so that the phrase “the third anniversary of the EFFECTIVE DATE.” is hereby deleted and replaced with the phrase “February 1, 2021.”

2. CONFIRMATION OF TERMS

2.1 Except as otherwise set forth herein, the Agreement shall continue in full force and effect, in accordance with it terms.

[Signatures Appear on Following Page]

2

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this AMENDMENT.

BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER		CODIAK BIOSCIENCES, INC.
By:	/s/ Eric Melson	By:	/s/ Douglas Williams
Printed Name: Eric Melson Title: Senior Vice President		Printed Name: Douglas Williams Title: Chief Executive Officer
Approved as to Content:
By:	/s/ Ferran Prat, J.D., Ph.D.
	Ferran Prat, J.D., Ph.D. Vice President, Strategic Industry Ventures M. D. Anderson Cancer Center

3

EX-10.12

Exhibit 10.12

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED

SPONSORED RESEARCH AGREEMENT

This Sponsored Research Agreement (“Agreement”) is by and between The University of Texas M. D. Anderson Cancer Center (“Institution”), a member institution of The University of Texas System (“System”) and Codiak Biosciences, Inc., a Delaware corporation with its principal place of business at 999 Third Avenue, Suite 3400, Seattle, WA 98104 (“Sponsor”).

RECITALS

A. Sponsor and Institution have entered into that certain Patent and Technology License Agreement, effective as of the 10^th day of November, 2015 (“License Agreement Effective Date”), pursuant to which, among other things, Institution has granted an exclusive license to Sponsor to develop and commercialize products relating to intellectual property developed in part by the Principal Investigator (the “License Agreement”). Terms portrayed in all capitalized letters herein shall have the definition provided in the License Agreement;

B. Sponsor desires that Institution perform the Research Program (as hereinafter defined) and is willing to advance funds to sponsor such Research Program;

C. Sponsor desires to obtain certain rights to patents and technology developed by Principal Investigator with a view to profitable commercialization of such patents and technology for the Sponsor’s benefit; and

D. Institution is willing to perform the Research Program and to grant rights to such patents and technology.

NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, Institution and Sponsor agree as follows:

1. EFFECTIVE DATE

This Agreement shall be effective as of the date of approval of the Agreement by OGC as set forth in Section 10.6 (the “Effective Date”).

2. RESEARCH PROGRAM

2.1 Institution will use reasonable efforts to conduct the Research Program described in Attachment A (the “Research Program”), and will furnish the facilities necessary to carry out said Research Program. Attachment A may be amended from time-to-time during the Term, by agreement of the parties, to modify the current Research Program or to add additional research projects for inclusion as part of the Research Program. The Research Program will be under the direction of, and will be conducted at Institution by, [***], or his designate as required by Institution’s policies and/or as mutually agreed to by the parties (“Principal Investigator”).

2.2 The term of the Research Program shall be from the Effective Date through and including the third anniversary of the Effective Date (each such annual period within the term is a “Year of Operation”). Sponsor shall have the option of extending the term of the Research Program under mutually agreeable support terms.

1

2.3 Sponsor understands that Institution’s primary mission is education and advancement of knowledge, and consequently the Research Program will be designed to carry out that mission. The manner of performance of the Research Program shall be determined solely by the Principal Investigator provided that the Research Program will be conducted in accordance with Attachment A and applicable laws. Institution does not guarantee specific results, and the Research Program will be conducted only on a reasonable efforts basis.

2.4 Sponsor understands that Institution may be involved in similar research on behalf of itself and others. Institution shall be free to continue such research provided that during the term of this Agreement, any such commercial research similar to the Research Program will be conducted outside of the laboratory facilities overseen by Principal Investigator and without the supervision or participation of Principal Investigator. Sponsor shall not gain any rights via this Agreement to such other research.

2.5 Institution does not guarantee that any patent rights will result from the Research Program, that the scope of any patent rights obtained will cover Sponsor’s commercial interests, or that any such patent rights will be free of dominance by other patents, including those based upon inventions made by other inventors in System independent of the Research Program.

3. FIXED PRICE

3.1 As consideration for the performance by Institution of its obligations under this Agreement, Sponsor agrees to pay Institution as delineated below:

Year of Operation	Direct Expenses
1	[***]
2	[***]
3	[***]

Such amounts will be used to fund procurement of equipment, and the cost of employing specific personnel and materials, in each case, for use directly in the performance of the Research Program, such charges to be allocated between the Research Program and other activities conducted in the Principal Investigator’s laboratory in accordance with the Institution’s reasonable practices and policies (“Direct Expense”). Such funding shall be payable on a calendar quarter basis during the term of this Agreement with the first payment to be due and payable within [***] after the Effective Date and each subsequent payment to be due and payable within [***] after the start of each calendar quarter thereafter, during each of the first, second and third years of operation (each payment referred to as the “Quarterly Payment”). The first and last such payments shall be pro-rated to account for the period between the Effective Date and the beginning of the first full calendar quarter and the period between the end of the last full calendar quarter and the date of termination, should such periods be less than a complete calendar quarter. In addition, Sponsor will pay to Institution an “Overhead Charge” based on the Direct Expenses, calculated and payable as below:

• Overhead Charge equal to Twenty-five percent (25%) of Direct Expense payable in cash with each of the foregoing Quarterly Payments, and

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• Overhead Charge equal to Twenty percent (20%) of Direct Expense, which such Overhead Charge shall be payable in the form of Series A Preferred Stock of Sponsor (as defined in the Second Amended and Restated Certificate of Incorporation of Sponsor (the “A&R COI”) and the Series B Preferred Stock (as defined in the A&R COI)) of Sponsor, as follows:

(a) During the first year of operation, Sponsor shall issue to Institution Fifty Thousand (50,000) shares of Series A Preferred Stock of Sponsor with each Quarterly Payment made to Institution, and with such Series A Preferred Stock valued at One Dollar ($1.00) per share, for a total of Two Hundred Thousand (200,000) shares of Series A Preferred Stock of Sponsor; and

(b) During the second and third years of operation, Sponsor shall issue Forty-One Thousand Six Hundred Sixty-Six (41,666) shares of Series B Preferred Stock of Sponsor on a quarterly basis, with each Quarterly Payment made to Institution, and with each share of Series B Preferred Stock of Sponsor valued at Three Dollars ($3.00) per share, and such that the Institution shall receive a total of Three Hundred Thirty-Three Thousand, Three Hundred Thirty-Three (333,333) shares of Series B Preferred Stock of Sponsor.

All payments under this Agreement shall be made payable to The University of Texas, M. D. Anderson Cancer Center, specifically referencing the Principal Investigator, the title of the Research Program, and the Agreement number, and submitted to the address in Section 3.4.

3.2 Institution shall retain title to all equipment purchased and/or fabricated by it with funds provided by Sponsor under this Agreement.

3.3

Checks shall be made payable to Institution and sent to: The University of Texas M. D. Anderson Cancer Center	Invoices shall be sent to Sponsor at:
[***]	Codiak BioSciences, Inc. 509 E 2nd St. #9 Boston MA 02127
REFERENCE: include title and EFFECTIVE DATE of AGREEMENT and type of payment (e.g., license documentation fee, milestone payment, royalty including applicable patent/application identified by MDA reference number and patent number or application serial number, or maintenance fee, etc.).

4. CONSULTATION AND REPORTS

4.1 Sponsor’s designated representative (“Designated Representative”) for consultation and communications with the Principal Investigator shall be Doug Williams or such other person as Sponsor may from time to time designate in writing to Institution and the Principal Investigator.

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4.2 During the term of the Agreement, Sponsor’s representatives may consult informally with Institution’s representatives regarding the Research Program, both personally and by telephone. Access to work carried on in Institution laboratories in the course of the Research Program shall be entirely under the control of Institution and/or Principal Investigator, but shall be made accessible to Sponsor on a reasonable basis for purposes of review of the Research Program.

4.3 The Principal Investigator will make up to two (2) written report(s) each year as requested by Sponsor’s Designated Representative. The Principal Investigator shall also submit a comprehensive final report within ninety (90) days of termination or completion of each research project within the Research Program which shall consist of a report of all activities undertaken and accomplishments achieved in connection with such research project.

5. PUBLICITY

Neither party shall make reference to the other in a press release or any other written statement in connection with work performed under this Agreement, if it is intended for use in the public media, except as required by the Texas Public Information Act or other law or regulation. Institution, however, shall have the right to acknowledge Sponsor’s support of the Research Program under this Agreement in scientific or academic publications and other scientific or academic communications, provided that in any statements, the scope and nature of participation shall be described accurately and appropriately.

6. PUBLICATION AND ACADEMIC RIGHTS

6.1 Institution and the Principal Investigator have the right to publish or otherwise publicly disclose information gained in the course of this Agreement, except for Sponsor’s confidential information (“Confidential Information”) as may be furnished to Institution pursuant to a separate nondisclosure agreement executed by the parties (“NDA”). In order to avoid loss of patent rights as a result of premature public disclosure of patentable information, Institution will submit any prepublication materials to Sponsor for review and comment [***] days in advance of its planned submission for publication. Sponsor shall notify Institution within [***] days of receipt of such materials whether it desires Institution to file patent applications on any inventions contained in the materials; and, if Sponsor agrees to reimburse Institution for the expense of preparing and filing such patent application(s), Institution will proceed promptly to file the patent application(s). Institution and Sponsor shall confer regarding the scope and content of any such patent application(s) but Institution shall have final authority with respect thereto.

6.2 It is understood that the Institution investigators may discuss the Research Program with other investigators but shall not reveal information which is Sponsor’s Confidential Information, as may be furnished to Institution pursuant to the NDA. In the event any joint inventions result, Institution shall grant to Sponsor the rights outlined in Article 7 to this Agreement as applicable to jointly owned Inventions, to the extent these are not in conflict with obligations to another party as a result of the involvement of the other investigator(s). In this latter case, Institution shall, in good faith, exercise reasonable efforts to enable Sponsor to obtain rights to the joint invention.

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7. PATENTS, COPYRIGHTS AND TECHNOLOGY RIGHTS

7.1 Title to all inventions or discoveries conceived or reduced to practice in the performance of the Research Program hereunder and arising during the term of this Agreement (“Inventions”) shall reside: (a) in Institution if such Invention is conceived or reduced to practice solely by Institution; (b) in Sponsor if such Invention is conceived or reduced to practice solely by Sponsor; and (c) jointly in Sponsor and Institution if such Invention is conceived or reduced to practice jointly by Sponsor and Institution.

7.2 Institution hereby grants to Sponsor an option to negotiate a license to Institution’s rights in Inventions that fall within the definition of FUTURE UTDMACC EXOSOME TECHNOLOGY for all uses in the LICENSED FIELD and the LICENSED TERRITORY. Principal Investigator shall submit an invention disclosure to Institution’s Office of Technology Commercialization (“OTC”) promptly following conception or reduction to practice of any such Invention. OTC shall promptly (within [***] days after receipt of the invention disclosure) disclose such Invention to Sponsor. If Sponsor is interested in licensing such Invention, Sponsor will promptly notify Institution (within [***] days after disclosure by Institution) of its interest in licensing Institution’s rights in such Invention. Thereafter, Sponsor and Institution agree to negotiate in good faith, for a period of [***] days from the date of disclosure of the Invention to Sponsor, the terms of a license to Sponsor to Institution’s rights in such Invention, which terms shall be consistent with the terms of Institution’s standard license agreement, as described in Section 4.6(c) of the License Agreement. If a license agreement to such Invention has not been executed within [***] days of OTC’s disclosure of such Invention to Sponsor, then Sponsor’s Option shall be deemed terminated with respect to such Invention and Institution shall be free to enter into an exclusive or non-exclusive license to such Invention with any other entity, with no further obligation to Sponsor.

7.3 Each license entered into by Institution and Sponsor upon exercise of the option under Section 7.2 shall include financial terms relating to royalties and milestones to be paid by Sponsor upon further commercial development. Each such license shall contain terms and conditions that are generally consistent with the License Agreement with such variations, including for example, with respect to economic terms to reflect Sponsor’s commitment of funding hereunder, as the parties may reasonably agree.

7.4 Subject to the rights of third parties (e.g., research sponsors) in such FUTURE UTMDACC EXOSOME TECHNOLOGY, any FUTURE UTDMACC EXOSOME TECHNOLOGY developed in the laboratories of [***] that is not an Invention shall be subject to Sponsor’s option to license such FUTURE UTMDACC EXOSOME TECHNOLOGY, as described in Section 4.6 of the License Agreement. Any conflict between terms of this Agreement and terms of the License Agreement with respect to FUTURE UTMDACC EXOSOME TECHNOLOGY shall be governed and controlled by the terms of the License Agreement.

7.5 The parties agree that nothing in this Agreement grants either party any rights to any background intellectual property of the other Party created before the Effective Date and/or outside the scope of this Agreement. “Institution Background Intellectual Property” (“BIP”) means intellectual property and the legal rights therein (including, but not limited to, inventions,

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patent applications, patents, copyrights, and any information embodying proprietary data such as technical data and computer software) of Institution developed or created by Principal Investigator(s) before the Effective Date and/or outside the scope of this Agreement and necessary for the full exercise of all intellectual property resulting from the Research Program. If Institution identifies BIP to Sponsor and Sponsor determines that any such BIP owned solely by Institution is necessary for the full exercise of all intellectual property resulting from the Research Program, then Institution, in good faith, agrees to negotiate a license with Sponsor with respect to such BIP on a nondiscriminatory and reasonable royalty basis, to the extent that Institution is legally able to do so.

8. LIABILITY

8.1 Sponsor agrees to indemnify and hold harmless System, Institution, their Regents, officers, agents and employees from any liability, loss or damage they may suffer as a result of claims, demands, costs or judgments (“Claims”) against them arising out of the activities to be carried out pursuant to this Agreement, including but not limited to the use by Sponsor of the results obtained from the activities performed by Institution under this Agreement; provided, however, that the following is excluded from Sponsor’s obligation to indemnify and hold harmless:

(a) Claims arising from the negligent failure of Institution to substantially comply with any applicable FDA or other governmental requirements;

(b) Claims arising from the negligence or willful malfeasance of any Regent, officer, agent or employee of Institution or System; or

(c) Claims arising from a breach of this Agreement by Institution.

8.2 Both parties agree that upon receipt of a notice of Claim, the party receiving such notice will notify the other party promptly. Subject to the statutory rights and duties of the Texas State Attorney General, Sponsor agrees, at its own expense, to provide attorneys to defend against any actions brought or filed against Institution, System, their Regents, officers, agents and/or employees with respect to the subject of the indemnity contained herein, whether Claims are rightfully brought or filed; and subject to the statutory rights and duties of the Texas Attorney General, Institution will permit Sponsor to control the defense of such claim or action and will reasonably cooperate with Sponsor in connection therewith.

9. INDEPENDENT CONTRACTOR

For the purposes of this Agreement and the Research Program, the parties shall be, and shall be deemed to be, independent contractors and not agents or employees of the other party. Neither party shall have authority to make any statements, representations nor commitments of any kind, or to take any action which shall be binding on the other party, except as may be expressly provided for herein or authorized in writing.

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10. TERM AND TERMINATION

10.1 This Agreement shall commence on the Effective Date and extend until the completion of the Research Program, unless sooner terminated in accordance with the provisions of this Article 10.

10.2 This Agreement may be terminated by the written agreement of both parties, or, after the first full Year of Operation, by Sponsor with [***] written notice to Institution (“Post Year One Termination”). In the event of Post Year One Termination, Sponsor shall pay all amounts that would otherwise have become due and payable under Section 3.1, excluding any [***], for the remainder of the then-current Year of Operation and [***] of all amounts that would otherwise have become due and payable under Section 3.1, excluding any [***], for the next Year of Operation, such amounts to become due and payable as and when such amounts otherwise would have become due and payable hereunder if no Post Year One Termination occurred. Upon any Post Year One Termination, any such amounts payable under this Section 10.2 shall be allocated and used by Institution at Institution’s sole discretion. For example, if such Post Year One Termination occurs in the second Year of Operation, Sponsor shall pay Institution a total of [***]for such second Year of Operation, and [***] ([***] as set forth in Section 3.1 x [***]) for the third Year of Operation, such amounts to be allocated and used by Institution for any purpose at Institution’s sole discretion. For the avoidance of doubt, payment of such amounts under this Section 10.2 upon any Post Year One Termination will constitute payment of “consideration provided herein” pursuant to Section 4.1 of the License Agreement such that the license grant under Section 4.1 of the License Agreement will remain in effect notwithstanding such Post Year One Termination.

10.3 In the event that either party shall be in default of its material obligations under this Agreement and shall fail to remedy such default within [***] days after receipt of written notice thereof, this Agreement may be terminated at the option of the party not in default upon expiration of the [***] day period.

10.4 This Agreement shall terminate automatically and immediately if Sponsor becomes bankrupt or insolvent and/or enters receivership or trusteeship, whether by voluntary act of Sponsor or otherwise.

10.5 Termination or cancellation of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination. Upon termination, Sponsor shall pay Institution for all reasonable expenses incurred or committed to be expended as of the effective termination date, including salaries for appointees for the remainder of their appointment.

10.6 In addition, in order to accommodate the review and approval of this Agreement by the Office of General Counsel of System (“OGC”), for a period of [***] days following the Effective Date (the “Limited Unilateral Termination Period”), Institution will have the right to terminate this Agreement without cause upon [***] days’ notice to Sponsor; provided, however, that: (a) a termination by Institution will be effective if notice of termination is sent by Institution any time within the Limited Unilateral Termination Period even if the [***] day notice period extends beyond the Limited Unilateral Termination Period; and (b) the Limited Unilateral Termination Period will expire on the earlier to occur of (i) the end of the [***] days, or (ii) written notice to Sponsor from Institution that the Agreement has been approved by the OGC.

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10.7 Any provisions of this Agreement which by their nature extend beyond termination shall survive such termination, including without limitation, those set forth in Section 3.3, 4.3, 5-8 and 13.

11. ATTACHMENTS

Attachments A and B are incorporated and made a part of this Agreement for all purposes.

12. USE OF HUMAN SUBJECTS (IF APPLICABLE)

12.1 To the extent applicable to the Research Program, Institution will conduct all human subjects research in accordance with Institution’s Federal Wide Assurance, written protocol(s), applicable law(s), and Institution’s policies and ethical standards. In the event a subject of any research under the Research Program has a research related injury, neither Institution nor Sponsor will provide coverage for any costs arising from such research related injury.

12.2 If Sponsor is responsible for monitoring research according to applicable law(s), then Sponsor shall alert Institution’s Institutional Review Board (“IRB”) when research findings could:

(a) Affect the safety of research subjects;

(b) Affect the willingness of research subjects to continue participation;

(c) Influence the conduct of the research;

(d) Alter the IRB’s approval for the research.

12.3 In the event research findings indicate that current and past research subjects are at increased risk that was not anticipated at the time of research design, the Principal Investigator, in accordance with both Institution IRB Policy and Procedures and the informed consent agreement applicable to the research and to research subjects, will immediately inform research subjects of such risk alteration.

13. GENERAL

13.1 This Agreement may not be assigned by either party without the prior written consent of the other party; provided, however, that subject to the written approval of Institution, Sponsor may assign this Agreement to any purchaser or transferee of all or substantially all of Sponsor’s assets or stock upon prior written notice to Institution; provided, however, that such assignee shall have expressly assumed all of the obligations and liabilities of Sponsor under this Agreement, and provided, further that, Institution may assign its right to receive payments hereunder.

13.2 This Agreement constitutes the entire and only agreement between the parties relating to the Research Program, and all prior negotiations, representations, agreements and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the

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parties. Terms and conditions which may be set forth (front, reverse, attached or incorporated) in any purchase order issued by Sponsor in connection with this Agreement shall not apply, except for informational billing purposes; i.e., reference to purchase order number, address for submission of invoices, or other invoicing items of a similar informational nature.

13.3 Any notice required by this Agreement shall be given prepaid, first class, certified mail, return receipt requested, addressed in the case of Institution to:

The University of Texas

M. D. Anderson Cancer Center

Strategic Industry Ventures

7007 Bertner, Unit 1643

Houston, Texas 77030

[***]

With a copy to:

The University of Texas

M. D. Anderson Cancer Center

1515 Holcombe Blvd.

Houston, Texas 77030

Attention: Chief Legal Officer

Or in the case of the Sponsor to:

Codiak BioSciences, Inc.

509 E 2nd St. #9

Boston MA 02127

or at such other addresses as may be given from time to time in accordance with the terms of this notice provision.

Notices and other communications regarding the day-to-day administration and operations of the Research Program shall be mailed (or otherwise delivered), addressed in the case of Institution to:

The University of Texas

M. D. Anderson Cancer Center

So Campus Research Bldg 3 (3SCR5.3414)

1515 Holcombe Blvd., Unit 1906

Houston Texas, 77030

[***]

or in the case of Sponsor to:

Codiak BioSciences, Inc.

509 E 2nd St. #9

Boston MA 02127

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13.4 This Agreement shall be governed by, construed, and enforced in accordance with the internal laws of the State of Texas.

13.5 Each party acknowledges that this Agreement and the performance thereof are subject to compliance with any and all applicable United States laws, regulations, or orders, including those that may relate to the export of technical data, and each Party agrees to comply with all such laws, regulations and orders, including, if applicable, all requirements of the International Traffic in Arms Regulations and/or the Export Administration Act, as may be amended. Sponsor further agrees that if the export laws are applicable, it will not disclose or re-export any technical data under this Agreement to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Sponsor has obtained prior written authorization from the U.S. Office of Export Control or other authority responsible for such matters.

13.6 If any provision contained in this Agreement is held invalid, unenforceable or contrary to laws then the validity of the remaining provisions of this Agreement shall remain in full force. In such instance, the parties shall use their best efforts to replace the invalid provision(s) with legally valid provisions having an economic effect as close as possible to the original intent of the parties.

13.7 Institution is an agency of the State of Texas and is subject to the Constitution and laws of the State of Texas. Nothing in this Agreement shall constitute or be construed as a waiver of the sovereign immunity of the State of Texas or a waiver, limitation, or restriction of any right of the State of Texas.

[Signatures on Following Page]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

SPONSOR:
CODIAK BIOSCIENCES, INC.
By:	/s/ Doug Williams
Name: Doug Williams
Title: President
Addresses for notices:
c/o ARCH Venture Partners
999 Third Avenue, Suite 3400
Seattle, WA 98104
With a mandatory copy, which shall not constitute notice to:
Goodwin Procter LLP
620 Eighth Avenue
New York, NY 10018
[***]

SIGNATURE PAGE TO SPONSORED RESEARCH AGREEMENT

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

INSTITUTION:
THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM, on behalf of
THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER
By:	/s/Ronald A. Depinho
Name: Ronald A. DePinho, M.D.
Title:   President
Approved as to Content
By:	/s/Ferran Prat
Name: Ferran Prat, J.D., Ph.D.
Title:   Vice President, Strategic Industry
Ventures M. D. Anderson Cancer Center
Addresses for notices:
The University of Texas M. D. Anderson Cancer
Center
Office of Technology Commercialization
Unit 1669
PO Box 301407
Houston, Texas 77230-1407
[***]
With a mandatory copy, which shall not constitute notice, to:
Bracewell & Giuliani LLP
1445 Ross Avenue Suite 3800
Dallas, TX 75202-2724 [***]

SIGNATURE PAGE TO SPONSORED RESEARCH AGREEMENT

ATTACHMENT A - RESEARCH PROGRAM

[***]

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FIRST AMENDMENT TO

SPONSORED RESEARCH AGREEMENT

This First Amendment to Sponsored Research Agreement (“Amendment”) is by and between The University of Texas M. D. Anderson Cancer Center (“Institution”), a member institution of The University of Texas System (“System”) and Codiak BioSciences, Inc., a Delaware corporation with its principal place of business at 500 Technology Square, 9^th Floor, Cambridge, MA 02139 (“Sponsor”).

RECITALS

A. Sponsor and Institution have entered into that certain Sponsored Research Agreement (the “Agreement;” capitalized terms used but not defined herein shall have the meaning provided in the Agreement), effective as of the first day of February, 2016 (“Agreement Effective Date”); and

B. Sponsor and Institution desire to amend the Agreement as set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, Institution and Sponsor agree as follows:

1. AMENDMENT EFFECTIVE DATE

1.1. This Amendment shall be effective as of 1 February 2017 (the “Amendment Effective Date”).

2. AMENDMENT OF AGREEMENT

2.1. Section 2.2 of the Agreement is hereby deleted and replaced by the following text:

“2.2 The term of the Research Program shall be from the Agreement Effective Date through and including the fifth anniversary of the Agreement Effective Date (each such annual period within the term is a “Year of Operation”). Sponsor shall have the option of extending the term of the Research Program under mutually agreeable support terms.”

2.2. Section 3.1 of the Agreement is hereby deleted and replaced by the following text:

“3.1 As consideration for the performance by Institution of its obligations under this Agreement, Sponsor agrees to pay Institution as delineated below:

Year of Operation	Direct Expenses
1	$	1.0MM
2	$	1.25MM
3	$	1.25MM
4	$	1.25MM
5	$	1.25MM

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Such amounts will be used to fund procurement of equipment, and the cost of employing specific personnel and materials, in each case, for use directly in the performance of the Research Program, such charges to be allocated between the Research Program and other activities conducted in the Principal Investigator’s laboratory in accordance with the Institution’s reasonable practices and policies (“Direct Expense”). Such funding shall be payable on a calendar quarter basis during the term of this Agreement with the first payment to be due and payable within [***] days after the Effective Date and each subsequent payment to be due and payable within [***] days after the start of each calendar quarter thereafter, during each of the first, second, third, fourth and fifth years of operation (each payment referred to as the “Quarterly Payment”). The first and last such payments shall be pro-rated to account for the period between the Effective Date and the beginning of the first full calendar quarter and the period between the end of the last full calendar quarter and the date of termination, should such periods be less than a complete calendar quarter. In addition, Sponsor will pay to Institution an “Overhead Charge” based on the Direct Expenses, calculated and payable as below:

• Overhead Charge equal to Twenty-five percent (25%) of Direct Expense payable in cash with each of the foregoing Quarterly Payments, and

• Overhead Charge equal to Twenty percent (20%) of Direct Expense, which such Overhead Charge shall be payable in the form of Series A Preferred Stock of Sponsor (as defined in the Second Amended and Restated Certificate of Incorporation of Sponsor (the “A&R COI”) and the Series B Preferred Stock (as defined in the A&R COI)) of Sponsor, as follows:

(a) During the first year of operation, Sponsor shall issue to Institution Fifty Thousand (50,000) shares of Series A Preferred Stock of Sponsor with each Quarterly Payment made to Institution, and with such Series A Preferred Stock valued at One Dollar ($1.00) per share, for a total of Two Hundred Thousand (200,000) shares of Series A Preferred Stock of Sponsor; and

(b) During the second, third, fourth and fifth years of operation, Sponsor shall issue Twenty Thousand Eight Hundred Thirty-Three (20,833) shares of Series B Preferred Stock of Sponsor on a quarterly basis, with each Quarterly Payment made to Institution, and with each share of Series B Preferred Stock of Sponsor valued at Three Dollars ($3.00) per share, and such that the Institution shall receive a total of Three Hundred Thirty-Three Thousand, Three Hundred Thirty-Three (333,333) shares of Series B Preferred Stock of Sponsor.

All payments under this Agreement shall be made payable to The University of Texas, M. D. Anderson Cancer Center, specifically referencing the Principal Investigator, the title of the Research Program, and the Agreement number, and submitted to the address in Section 3.4.”

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2.3. Section 10.2 of the Agreement is hereby deleted and replaced by the following text:

“10.2 This Agreement may be terminated by the written agreement of both parties, or, after the first full Year of Operation, by Sponsor with [***] days’ written notice to Institution (“Post Year One Termination”). In the event of Post Year One Termination, Sponsor shall pay all amounts that would otherwise have become due and payable under Section 3.1, excluding any [***], for the remainder of the then-current Year of Operation and [***] of all amounts that would otherwise have become due and payable under Section 3.1, excluding any [***], for the next Year of Operation, such amounts to become due and payable as and when such amounts otherwise would have become due and payable hereunder if no Post Year One Termination occurred. Upon any Post Year One Termination, any such amounts payable under this Section 10.2 shall be allocated and used by Institution at Institution’s sole discretion. For example, if such Post Year One Termination occurs in the second Year of Operation, Sponsor shall pay Institution a total of $1.25M for such second Year of Operation, and $.75M ($1.25M as set forth in Section 3.1 x [***]) for the third Year of Operation, such amounts to be allocated and used by Institution for any purpose at Institution’s sole discretion. For the avoidance of doubt, payment of such amounts under this Section 10.2 upon any Post Year One Termination will constitute payment of “consideration provided herein” pursuant to Section 4.1 of the License Agreement such that the license grant under Section 4.1 of the License Agreement will remain in effect notwithstanding such Post Year One Termination.”

3. CONFIRMATION OF TERMS

3.1. Except as otherwise set forth herein, the Agreement shall continue in full force and effect, in accordance with it terms.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

INSTITUTION		SPONSOR
By:	/s/ Chris McKee, MHA	By:	/s/ Douglas E. Williams
Print Name: Chris McKee, MHA		Print Name: Douglas E. Williams
Title: VP Business Operations		Title: President and Chief Executive Officer

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SECOND AMENDMENT TO

SPONSORED RESEARCH AGREEMENT

This Second Amendment to Sponsored Research Agreement (“Amendment”) is by and between The University of Texas M. D. Anderson Cancer Center (“Institution”), a member institution of The University of Texas System (“System”) and Codiak BioSciences, Inc., a Delaware corporation with its principal place of business at 500 Technology Square, 9^th Floor, Cambridge, MA 02139 (“Sponsor”).

RECITALS

A. Sponsor and Institution have entered into that certain Sponsored Research Agreement, effective as of the first day of February, 2016 (as amended by the First Amendment to Sponsored Research Agreement, the “Agreement;” capitalized terms used but not defined herein shall have the meaning provided in the Agreement).

B. Sponsor and Institution entered into a License Agreement effective on or about November 10, 2015 (the “License Agreement”).

C. Contemporaneously with the execution of this Second Amendment to Sponsored Research Agreement, Sponsor and Institution entered into a First Amendment to the License Agreement (the “First Amendment to the License Agreement”) pursuant to which clause (c) in the definition of “FUTURE UTDMACC EXOSOME TECHNOLOGY” was amended so that the phrase “[***]” was deleted and was replaced with the phrase “[***].”

D. Pursuant to Section 7.2 of this Agreement, Institution granted an option to Sponsor to certain Inventions, which Inventions are defined in the Agreement in part by reference to the term “FUTURE UTDMACC EXOSOME TECHNOLOGY” as defined in the License Agreement.

E. It is the Parties’ intention and agreement that the option granted pursuant to Section 7.2 of the Agreement apply to Inventions that fall within the definition of FUTURE UTDMACC EXOSOME TECHNOLOGY as amended by the First Amendment to the License Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, Institution and Sponsor agree as follows:

1. AMENDMENT OF AGREEMENT

1.1. Section 7.2 of the Agreement is hereby deleted and replaced by the following text:

“7.2 Institution hereby grants to Sponsor an option to negotiate a license to Institution’s rights in Inventions that fall within the definition of FUTURE UTDMACC EXOSOME TECHNOLOGY (as amended by the First Amendment

1

to the License Agreement), for all uses in the LICENSED FIELD and the LICENSED TERRITORY. Principal Investigator shall submit an invention disclosure to Institution’s Office of Technology Commercialization (“OTC”) promptly following conception or reduction to practice of any such Invention. OTC shall promptly (within [***] days after receipt of the invention disclosure) disclose such Invention to Sponsor. If Sponsor is interested in licensing such Invention, Sponsor will promptly notify Institution (within [***] days after disclosure by Institution) of its interest in licensing Institution’s rights in such Invention. Thereafter, Sponsor and Institution agree to negotiate in good faith, for a period of [***] days from the date of disclosure of the Invention to Sponsor, the terms of a license to Sponsor to Institution’s rights in such Invention, which terms shall be consistent with the terms of Institution’s standard license agreement, as described in Section 4.6(c) of the License Agreement. If a license agreement to such Invention has not been executed within [***] days of OTC’s disclosure of such Invention to Sponsor, then Sponsor’s Option shall be deemed terminated with respect to such Invention and Institution shall be free to enter into an exclusive or non-exclusive license to such Invention with any other entity, with no further obligation to Sponsor.”

2. CONFIRMATION OF TERMS

2.1. Except as otherwise set forth herein, the Agreement shall continue in full force and effect, in accordance with it terms.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

INSTITUTION		SPONSOR
By:	/s/ Ben Melson	By:	/s/ Douglas E. Williams
Print Name: Ben Melson		Print Name: Douglas E. Williams
Title: SVP, Chief Financial Officer		Title: President and Chief Executive Officer

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EX-10.13

Exhibit 10.13

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED

LICENSE AGREEMENT

This License Agreement (this “Agreement”) is effective as of November 6, 2018 (the “Effective Date”), by and between Kayla Therapeutics S.A.S., a corporation organized under the laws of France, with a principal place of business at 77, avenue de Toulouse—31240 L’Union, France (“Kayla”), and Codiak Biosciences Inc., a corporation organized under the laws of Delaware with offices at 500 Technology Square, 9th Floor, Cambridge, MA 02139 (“Codiak”). Kayla and Codiak are each sometimes referred to herein as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, Kayla Controls (as defined below) Licensed IP (as defined below) related to certain modified cyclic dinucleotides and has the exclusive right to grant an exclusive license under said Licensed IP; and

WHEREAS, Codiak desires to obtain, and Kayla desires to grant, an exclusive license under the Licensed IP to Exploit (as defined below) Licensed Compounds (as defined below) and Licensed Products (as defined below) on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the amount and sufficiency of which are hereby acknowledged, Kayla and Codiak hereby agree as follows:

ARTICLE 1

DEFINITIONS

The following terms and their correlatives will have the following meanings:

1.1 “Affiliate” means, with respect to a Person, any other Person that directly or indirectly controls, or is controlled by, or is under common control with such Person. The term “control” as used herein means (a) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the stock or shares entitled to vote for the election of directors, provided that if local law restricts foreign ownership, control shall be established by direct or indirect ownership of the maximum ownership percentage that may, under such local law, be owned by foreign interests; or (b) in the case of an entity that is not a corporate entity, the possession, directly or indirectly, of the power to direct the management and policies of such entity.

1.2 “Agreement” has the meaning set forth in the preamble.

1.3 “BLA” means a Biologics License Application (as defined in 21 C.F.R. 600 et. seq.), or a substantially similar application or submission filed with a Regulatory Authority in a country or group of countries to obtain marketing approval to market a Licensed Product in that country or in that group of countries, and any amendments thereto.

1.4 “Breaching Party” has the meaning set forth in Section 11.3.

1.5 “cGMP” means current good manufacturing practices, including the regulations promulgated by the FDA under the FDCA, 21 C.F.R, Part 210 et seq., as amended from time to time, applicable guidance documents issued by the FDA, EC Directive 2003/94/EC and EMA guidance documents, applicable documents developed by the International Conference on Harmonization (ICH) to the extent that they are applicable to a Licensed Product, and the Parties hereunder, and comparable laws or regulations applicable to the manufacture and testing of pharmaceutical materials under applicable laws.

1.6 “Codiak” has the meaning set forth in the preamble.

1.7 “Codiak Indemnitees” has the meaning set forth in Section 8.2.

1.8 “Combination Product” means any Licensed Product sold or used in combination with one or more other active ingredient(s) which are not Licensed Products (whether co-formulated, co-packaged, or otherwise).

1.9 “Commercially Reasonable Efforts” means the level of efforts and resources normally used by a similarly situated company and its Affiliates in the pharmaceutical industry for its own product or drug, which is of a similar market potential and at a similar stage in its development or product life, taking into account efficacy, safety, patent and regulatory exclusivity, anticipated or approved labeling, present and future market potential, competitive market conditions, the profitability of the product in light of pricing and reimbursement issues, and all other relevant factors.

1.10 “[***]” shall mean the compound described in Schedule A.

1.11 “Confidentiality Agreement” means that certain Codiak Biosciences Inc. Non-Disclosure Agreement entered into by and between the Parties as of February 26, 2018.

1.12 “Confidential Information” has the meaning set forth in Section 10.1.

1.13 “Control” or “Controlled” means, with respect to any materials, Technical Information, Regulatory Documentation, patents or patent applications or other intellectual property right, the possession (whether by ownership or, other than pursuant to this Agreement, license or sublicense or other grant of rights) by a Party or its Affiliate of the ability to use or practice such materials, Technical Information, Regulatory Documentation, patents or patent applications or other intellectual property right to grant to the other Party a license, sublicense or access as provided herein to such item as of the time such Party or its Affiliate would first be required hereunder to grant the other Party such access, license or sublicense, without violating the terms of any agreement or other arrangement with any Third Party or being obligated to pay any royalties or other consideration therefor unless to the extent the other Party accepts to bear such payment.

1.14 “Covers” (including variations such as “Covered” and the like), means, with reference to (a) a Licensed Product, and (b) a patent, that the composition of matter or the manufacture, having manufactured, use, commercialization (including sale or), importation or exportation of such Licensed Product, including the method of making or using such Licensed Product, is covered by a Valid Claim of such patent.

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1.15 “Claimed STING Compound” means any Licensed Compound that is not a Disclosed STING Compound.

1.16 “Development Milestone Event” has the meaning set forth in Section 5.2(a)

1.17 “Development Milestone Payment” has the meaning set forth in 5.2(a)

1.18 “Development Plan” has the meaning set forth in Section 4.3.

1.19 “Disclosed STING Compound” means the Compounds described or identified on Exhibit A and in the form set forth in such Exhibit A.

1.20 “Disclosing Party” has the meaning set forth in Section 10.1.

1.21 “Distributor” means a Third Party to whom Codiak, a Codiak Affiliate or a Sublicensee has granted the right to distribute any Licensed Product under Section 3.2 (including the right to repackage and resell) but who is not granted a sublicense of the rights granted to Codiak pursuant to Section 3.1.

1.22 “Effective Date” means the meaning set forth in the preamble.

1.23 “Excluded Claim” has the meaning set forth in Section 12.3(i).

1.24 “Exosome” means a biological vesicle produced by any cell, including eukaryotic and prokaryotic cells, that is characterized by a lipid-rich membrane enclosing an inner volume. Such vesicles include viral-like particles and other vesicular particles produced by cells via, for example, but not limited to, export from the multivesicular body or through direct budding of the plasma membrane. For the avoidance of doubt, exosomes include vesicles that are naturally produced by cells or caused to be produced by those cells through direct or indirect synthetic manipulation.

1.25 “Exploit” means, with respect to a particular Licensed Compound or Licensed Product, to use, have used, manufacture, have manufactured, sell, have sold, offer for sale, have offered for sale, import, have imported, export and have exported, including to research, develop, commercialize or otherwise exploit such Licensed Compound or Licensed Product.

1.26 “EMA” means the European Medicines Agency or any successor agency thereto performing substantially the same functions.

1.27 “FDA” means the United States Food and Drug Administration, or any successor federal agency thereto performing substantially the same functions.

1.28 “Field” means all uses of the Licensed Patents or Licensed Know-How applicable to the research, development and manufacture of Licensed Products for any diagnostic, prophylactic, or therapeutic use.

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1.29 “First Commercial Sale” means, with respect to any Licensed Product in any country or jurisdiction in the Territory, the first sale of such Licensed Product by Codiak or any of its Affiliates or Sublicensees to a Third Party for distribution, use or consumption in such country or jurisdiction after the Regulatory Approvals for the commercial sale of the Licensed Product have been obtained in such country or jurisdiction.

1.30 “FTE” means the equivalent of one (1) full-time person (i.e. one fully-dedicated or multiple partially dedicated employees aggregating to one full-time employee employed by Kayla or its Affiliates) based upon a total of one thousand nine hundred and fifty (1950) working hours per year (taking account of normal vacations, sick days and holidays at the Party they are employed not being considered working days) and performing manufacturing, quality assurance, regulatory or other scientific work directly related to Technology Transfer activities, but for the avoidance of doubt excluding managerial, financial, human resources, legal, marketing or business development and excluding overhead charges for support functions.

1.31 “FTE Rate” means, unless otherwise agreed between the Parties, a rate per FTE equal to [***] per one (1) FTE per annum. This FTE Rate includes employee salaries, benefits, vacation, sick days, holidays and travel, and facilities and equipment of such Party and ordinary laboratory consumables they may use.

1.32 “Generic Product” means, with respect to a Licensed Product in a particular country or jurisdiction, any product that is developed by a Third Party without any license or assistance from Codiak, its Affiliates and Sublicensees that (a) contains the same active pharmaceutical ingredient as the Licensed Product or a substantially similar equivalent of the active pharmaceutical ingredient that is contained in such Licensed Product in such country or jurisdiction and (b) is, as and to the extent required, approved by the applicable Regulatory Authority in such country or jurisdiction pursuant to an abbreviated approval process that relies, in whole or in part, on such Regulatory Authority’s previous grant of Regulatory Approval for the Licensed Product, or on the safety or efficacy data submitted in support of such Regulatory Approval.

1.33 “IND” means: (a) an investigational new drug application filed with the FDA for authorization for the investigation of a Licensed Product; or (b) any foreign equivalents as filed with the applicable Regulatory Authorities in other countries or regulatory jurisdictions in the Territory, as applicable.

1.34 “Kayla” has the meaning set forth in the preamble.

1.35 “Kayla Indemnitees” has the meaning set forth in Section 8.1.

1.36 “Kayla’s knowledge” means the actual knowledge of Kayla’s officers, without specific investigation.

1.37 “Licensed Compounds” means: any and all of the modified cyclic dinucleotides (“CDNs”) described, exemplified or claimed in the Licensed Patents, including any radioisomers, stereoisomer, racemates, tautomers, solvates, salt forms, bases, acid forms, anhydrides, hydrates, polymorphs, metabolites, and crystalline forms of such CDNs.

1.38 “Licensed IP” means all (a) Licensed Know-How, (b) Licensed Patents and (c) Licensed Methods.

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1.39 “Licensed Know-How” means all Technical Information and Regulatory Documentation Controlled as of the Effective Date or thereafter during the Term by Kayla or any of its Affiliates that is necessary for the Exploitation of any Licensed Compounds in any Licensed Product in the Field in the Territory. The Licensed Know-How existing as of the Effective Date is listed on Exhibit B.

1.40 “Licensed Method” means any method that (a) uses Licensed Know-How, or (b) the use, practice or performance of which is covered by a Valid Claim of any Licensed Patent.

1.41 “Licensed Patents” means (a) [***] and [***]; (b) any and all provisionals, nonprovisionals, substitutions, continuations, continuations-in-part or divisionals or the patents or patent applications listed in subsection (a) or any other patent application claiming priority directly or indirectly to (i) any of the patents or patent applications in subsection (a) or (ii) any patent or patent application from which the patents or patent applications in subsection (a) claim direct or indirect priority, (c) all patents issuing on any of the foregoing in (a)-(b), (d) all foreign and other counterparts of any of the foregoing in (a)-(c), whether pending or issued, including any patent applications filed under the Patent Cooperation Treaty and (e) all other continuing applications, extensions or restorations by existing or future extension or restoration mechanisms, including patent term extension, supplementary protection certificates (or the equivalent), renewals, letters patent, reissues, reexaminations, extensions, confirmations, registrations and patents of addition, or any other existing or future extension or restoration mechanisms or patent term adjustments, on any of the foregoing in subsections (a)-(d).

1.42 “Licensed Product” means any product containing a Licensed Compound administered in, on or together with an Exosome. Licensed Product shall include all dosage forms, formulations, preparations and line extensions of any such product, including a Combination Product, except for calculation of Net Sales in Section 1.37.

1.43 “Losses” has the meaning set forth in Section 8.1.

1.44 “Management Committee” has the meaning set forth in Section 2.1.

1.45 “Manufacture” means, with respect to a Licensed Product or component thereof, those manufacturing-related activities that support the research, development, seeking and obtaining of Regulatory Approvals, and commercialization of such Licensed Product, including manufacturing process development and scale-up, validation, qualification and audit of clinical and commercial manufacturing facilities, bulk production and fill/finish work, related quality assurance technical support activities and CMC activities, and including, in the case of commercial supply of such Licensed Product, the synthesis, manufacturing, processing, formulating, packaging, labeling, holding, quality control testing and release of such Licensed Product.

1.46 “Material Breach” has the meaning set forth in Section 11.3.

1.47 “NDA” means a New Drug Application, as defined in the U.S. Food, Drug and Cosmetic Act and applicable regulations promulgated thereunder by the FDA, filed with the FDA required for marketing approval for the applicable Licensed Product in the U.S, and any equivalent application submitted in any country in the Territory.

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1.48 “Net Sales” [***]

1.49 “Non-Breaching Party” has the meaning set forth in Section 11.3.

1.50 “Partnering Transaction” means a license, collaboration agreement, strategic partnering agreement or a similar agreement between Codiak and a Third Party pursuant to which Codiak grants such Third Party the right to participate (on other than a fee-for-service basis or otherwise on a basis that is for the benefit of Codiak) in the development and commercialization of a Licensed Product.

1.51 “Party” or “Parties” has the meaning set forth in the preamble.

1.52 “Patent Committee” has the meaning set forth in Section 2.3.

1.53 “Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other similar entity or organization, including a government or political subdivision, department or agency of a government.

1.54 “Phase 1/2 Trial” means a human clinical trial of a Licensed Product, the principal purpose of which is a determination of safety and tolerability in the target patient population, which is prospectively designed to include efficacy related secondary endpoints to generate sufficient data that may permit commencement of a Pivotal Trial, or a similar clinical trial prescribed by EMA, from time to time, pursuant to applicable law or otherwise, including the trials referred to in 21 C.F.R. §312.21(b) or its foreign equivalent.

1.55 “Phase 3 Trial” means a human clinical trial of a Licensed Product in any country that satisfies the requirements of 21 C.F.R. § 312.21(c) or its foreign equivalent. For clarity, a trial called a phase 2/3 trial shall not be considered a Phase 3 Trial (and shall instead be a phase 2 trial) unless it satisfies or will satisfy the requirements of 21 C.F.R. § 312.21(c) or its foreign equivalent.

1.56 “Pivotal Trial” means, with respect to a Licensed Product, a human clinical trial that is expected to be the basis for Regulatory Approval of such product based on discussions with the relevant Regulatory Authority.

1.57 “PMDA” means the Pharmaceuticals and Medicines Devices Agency in Japan and any successor agency thereto performing substantially the same functions.

1.58 “Prosecution and Maintenance” means, with respect to a Licensed Patent, the preparation, filing, prosecution (including conducting all correspondence and interactions with any patent office and seeking, conducting and defending all any interferences, inter partes reviews, reissue proceedings, reexaminations, and oppositions and similar proceedings) and maintenance (including payment of any patent annuity fees) of such Licensed Patent, as well as

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re-examinations, reissues, appeals, post grant reviews (PGR), inter partes reviews (IPR) and requests for patent term adjustments, patent term extensions, supplementary protection certificates, or their equivalents with respect to such Licensed Patent, together with the initiation or defense of interferences, oppositions and other similar proceedings with respect to the particular Licensed Patent, and any appeals therefrom. For clarification, “Prosecution and Maintenance” excludes any enforcement action with respect to a Licensed Patent.

1.59 “Receiving Party” has the meaning set forth in 10.1.

1.60 “Regulatory Approval” means with respect to a country or region in the Territory, any and all NDAs, BLAs and/or other approvals, licenses, registrations or authorizations from the relevant Regulatory Authority necessary in order to import, distribute, market and sell a biopharmaceutical product in such country or region (which excludes any required pricing or pricing reimbursement approvals).

1.61 “Regulatory Authority” means the FDA and any other analogous government regulatory authority or agency involved in granting approvals for or regulating or otherwise exercising authority with respect to the manufacture, development and/or commercialization of pharmaceutical products in the Territory.

1.62 “Regulatory Documentation” means all (a) applications (including all INDs), registrations, licenses, authorizations and Regulatory Approvals; (b) correspondence and reports submitted to or received from Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory Authority) and all documents cited therein, including as applicable, all adverse event files and complaint files; and (c) clinical, chemistry, manufacturing and controls and other data contained or relied upon in any of the foregoing; in each case ((a), (b) and (c)) relating to a Licensed Compound or a Licensed Product

1.63 “Royalties” has the meaning set forth in Section 5.4(a).

1.64 “Royalty Term” has the meaning set forth in Section 5.4(c).

1.65 “Sublicensee” means any non-Affiliate sublicensee of the rights granted by Codiak pursuant to Section 3.1. For avoidance of doubt, Sublicensees shall not include Distributors.

1.66 “Sublicensee Payments” means any and all consideration of any kind received by Codiak from a Sublicensee pursuant to a sublicense, including without limitation any option fee, upfront and milestone payments related to the development of a Licensed Product, but excluding any payments (i) based on net sales of the Licensed Product such as sales milestone payments and royalty payments, (ii) for research or development related to a Licensed Product to the extent that such payments correspond to the actual costs incurred by Codiak after the execution of the sublicense, without mark up (to the extent such payments exceed such actual costs, the excess shall be included in Sublicensee Payments) and (iii) for equity to the extent not in excess of the then-current fair market value for such equity (to the extent payment for such equity exceed such fair market value, the excess shall be included in Sublicensee Payments).

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1.67 “Technical Information” means any data, results, and information of any type whatsoever, in any tangible or intangible form, including know-how, trade secrets, practices, techniques, methods, processes, discoveries and claims, including synthesis, preparation, recovery and purification processes and techniques, control methods and assays, inventions, developments, specification, formulations, formulae, materials (including biological or chemical) or compositions of matter of any type or kind (patentable or otherwise), software, algorithms, marketing reports, clinical and non-clinical study reports, regulatory submission documents and summaries, expertise, stability, technology, test data including pharmacological, biological, chemical, biochemical, toxicological, and clinical test data, analytical and quality control data, stability data, studies and procedures.

1.68 “Technology Transfer” has the meaning set forth in Section 4.5.

1.69 “Technology Transfer Committee” has the meaning set forth in Section 2.2.

1.70 “Term” has the meaning set forth in Section 11.1.

1.71 “Territory” means worldwide.

1.72 “Third Party” means any Person other than a Party or their respective Affiliates.

1.73 “Third Party Claims” has the meaning set forth in Section 8.1.

1.74 “Valid Claim” means (a) a claim of an issued and unexpired patent which has not been revoked or held unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and which has not been admitted to be invalid or unenforceable through reissue or disclaimer or otherwise, or (b) a claim of a pending patent application that has been pending less than [***] years from the earliest patent application from which such patent application claims priority, which claim has shown evidence of reasonably consistent activity to advance to issuance of a patent and has not been cancelled, withdrawn, abandoned or finally disallowed without the possibility of appeal or refiling of such application.

ARTICLE 2

GOVERNANCE

2.1 Management Committee. Promptly after the Effective Date, the Parties shall form a management committee (the “Management Committee”) to oversee the research, development and commercialization of the Licensed Products.

(a) Responsibilities. The role of the Management Committee is to:

(i) Act as liaison between the Parties to ensure open and regular communication channels, and more particularly to ensure the Parties are informed of, and discuss, the ongoing progress of Codiak’s activities to research, develop, and commercialize Licensed Products; and

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(ii) Perform such other activities of mutual interest of the Parties as the Parties agree in writing.

(b) Term. The Management Committee will cease to exist upon the expiration of the Term, unless otherwise agreed in writing by the Parties.

2.2 Technology Transfer Committee. Promptly after the Effective Date, the Parties shall form a technology transfer committee (“Technology Transfer Committee”) to oversee matters relating to the Technology Transfer.

(a) Responsibilities. The role of the Technology Transfer Committee is to:

(i) provide a forum for discussing and coordinating the Technology Transfer;

(ii) draft and revise a fully detailed written plan for Technology Transfer within thirty (30) days after the Effective Date, including a schedule, criteria for deciding when Technology Transfer is deemed complete, and budget for reimbursement for personnel as well as any internal or external expenses incurred in accordance with activities under such plan;

(iii) determine the resources and the number and identity of appropriate personnel to assist and advise in connection with Technology Transfer; and

(iv) perform such other functions regarding the Technology Transfer as are specifically assigned to the Technology Transfer Committee to this Agreement.

(b) Duration of the Technology Transfer Committee, The Technology Transfer Committee will cease to exist upon completion of Technology Transfer, unless otherwise agreed in writing by the Parties.

2.3 Patent Committee. Promptly after the Effective Date, the Parties shall form a patent committee (“Patent Committee”) to oversee matters relating to the Licensed Patents.

(a) Responsibilities. The role of the Patent Committee is to:

(i) provide a forum for discussing, and coordinate on, the Prosecution and Maintenance of the Licensed Patents, as set forth in Section 6.2;

(ii) keep the Management Committee informed of all material matters regarding the Prosecution and Maintenance, enforcement and defense of the Licensed Patents; and

(iii) perform such other functions regarding the Licensed Patents as are specifically assigned to the Patent Committee to this Agreement.

(b) Duration of the Patent Committee. The Patent Committee will cease to exist upon the expiration of the last Valid Claim included in any Licensed Patent, unless otherwise agreed in writing by the Parties.

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2.4 Committee Membership. The Management Committee, the Technology Transfer Committee and the Patent Committee (together the “Committees”) shall to the extent possible be composed of an equal number of representatives, provided that each Party will have one vote at the Committee, irrespective of its number of representatives at such Committee.

2.5 Committee Meetings.

(a) The Committee shall meet from time to time within three (3) weeks after the date of a written request by either Party in accordance with the periodicity below, or more or less frequently as the circumstances require.

(i) The Management Committee shall meet twice per calendar year during the development of the Licensed Products, and once per calendar year after the First Commercial Sale of a Licensed Product.

(ii) The Technology Transfer Committee shall meet at least one (1) time per calendar quarter for the first twelve months following the Effective Date.

(iii) The Patent Committee shall meet at least one (1) time per calendar year.

(b) The Committees may meet in person or by teleconference or videoconference and to the extent possible, on the same day.

(c) The Party requesting a meeting will send a draft agenda, which may be completed by the other Party within a week of receiving the draft.

(d) The Parties will alternate to circulate draft minutes of each meeting within thirty (30) days after the meeting date. Once finalized and agreed, such minutes shall be signed by the representatives of each Party.

2.6 Decision Making Authorities. No Committee will have decision-making authority. It will serve only as a forum for the Parties to discuss, collaborate, and facilitate the purpose of the Agreement.

ARTICLE 3

GRANT OF RIGHTS; EXCLUSIVITY

3.1 License Grant.

(a) Kayla hereby grants as of the Effective Date to Codiak and its Affiliates for the Term a co-exclusive, with Kayla (but Kayla’s retained rights are subject to the restrictions set forth in Section 3.3 below), royalty-bearing, license, with the right to sublicense through multiple tiers (subject to Section 3.2), under the Licensed IP, to Exploit the Licensed Products in the Field in the Territory

(b) Kayla acknowledges and agrees that, during the Term, it shall not, nor shall it allow any Affiliate to, directly or indirectly, grant any licenses or other rights inconsistent with this Section 3.3.

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3.2 Sublicenses: Distributors.

(a) Sublicensees.

(i) Codiak shall have the right to grant sublicenses of the rights and licenses granted to Codiak hereunder to Sublicensees through multiple tiers, provided that Codiak shall inform Kayla, in writing, that Codiak is in the process of negotiating a sublicense agreement or option to sublicense the rights and licenses granted to Codiak hereunder with any Third Party.

(ii) Codiak shall incorporate terms and conditions into its sublicense agreements consistent with this Agreement and sufficient to enable Codiak to comply with this Agreement. Codiak shall provide Kayla with a copy of any sublicense or option to sublicense of the rights and licenses granted to Codiak hereunder within [***] days after its execution.

(b) Distributors. Codiak, its Affiliates and Sublicensees shall have the right to appoint Third Parties distributors to import, offer for sale and sell Licensed Products and, provided that such Third Parties are not granted any additional rights to Exploit the Licensed Products and purchase from Codiak and its Affiliates or Sublicenses and resell the Licensed Products at a price determined by such Third Parties distributors, then such Third Parties shall be Distributors for purposes of this Agreement and not Sublicensees,

3.3 Exclusivity.

(a) For the period commencing on the Effective Date and continuing until the sixth (6th) anniversary of the Effective Date, Kayla and its Affiliates, shall not, itself or themselves, together or through, with or on behalf of, any Third Party (including any sublicensee of Kayla or any of its Affiliates) research, develop, manufacture or commercialize anywhere in the Territory any product containing an Exosome and a small molecule STING agonist. Subject to and without limiting the restriction set forth in Section 3.3(a), upon and following the sixth (6th) anniversary of the Effective Date, Kayla and its Affiliates, may itself or themselves, together or through, with or on behalf of, any Third Party (including any sublicensee of Kayla or any of its Affiliates) research, develop, manufacture or commercialize anywhere in the Territory a product containing a small molecule STING agonist (but not including a small molecule STING Agonist that is a Disclosed STING Compound) and an Exosome.

(b) During the Term, Kayla and its Affiliates, shall not, itself or themselves, together or through, with or on behalf of, any Third Party (including any sublicensee of Kayla or any of its Affiliates) grant a license under the Licensed Patents allowing a Third Party to, clinically develop, manufacture or commercialize anywhere in the Territory a product containing a Disclosed STING Compound for veterinary or therapeutics purpose. Notwithstanding the foregoing limitation in this Section 3.3(b), but subject to and without limiting the restrictions set forth in Section 3.3(a), Kayla and its Affiliates, may itself or themselves, together or through, with or on behalf of, any Third Party (including any sublicensee of Kayla or any of its Affiliates) under the Licensed Patents, research, develop, manufacture or commercialize anywhere in the Territory a product containing a Claimed STING Compound, which includes any product containing a Claimed STING Compound that releases a Disclosed STING Compound after administration to a subject.

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(c) Notwithstanding the provisions of Section 3.3 (b), Kayla and its Affiliates may manufacture and sell non-GMP Licensed Compounds, subject to a restriction that such compounds shall be used for research uses only, and the use of such non-GMP Licensed Compounds by Third Party customers of Kayla or its Affiliates shall not constitute a violation of this Section 3.3; provided that Kayla and its Affiliates shall cease supplying any Third Party customers if and when Kayla learns that such Third Party customer, itself or with or through a Third Party, is using a Disclosed STING Compound in ways or for purposes that would constitute a breach of this Agreement by Kayla if Kayla were to make such use of such compounds.

(d) Until [***] (the “Non Compete Period”), Codiak agrees that it will not, and will cause their Affiliates not to, directly or indirectly through a Sublicensee: (a) research, develop, manufacture, have manufactured, sell, offer for sale, import or otherwise commercialize any product containing an Exosome with a STING agonist for use in the Field other than the Licensed Product developed pursuant to this Agreement (“Competing Product”); (b) grant a license or a covenant not to assert to any Third Party to do any activity prohibited by subsection (a) or (c) transfer Licensed IP to any Third Party to enable, or that Codiak knows would have the effect of enabling, such Third Party to do any activity prohibited by subsection (a). After expiry of the Non Compete Period, if Codiak or its Affiliates directly or indirectly through a Sublicensee research, develop, manufacture, have manufactured, sell, offer for sale, import or otherwise commercialize a Competing Product, then:

(i) Codiak shall use, or shall cause one or more of its Affiliates or Sublicensees to use, efforts consistent with the efforts Codiak (or one or more of its Affiliates or Sublicensees) would have used absent such Change in Control or Partnering Transaction, as applicable, in order to comply with Codiak’s diligence obligations set forth in Section 4.3 and shall not take into account the market potential, stage of development, or profitability of such Competing Product or Codiak’s or its Affiliate’s interest in or rights to such Competing Product in determining such efforts to use; and

(ii) Kayla shall be released from its restrictions of Section 3.3.

Notwithstanding the above, if during the Non Compete Period, a Change in Control occurs with respect to Codiak or its Affiliate with a Third Party,, and such Third Party (or any of such Third Party’s Affiliates or any of such Third Party’s Affiliates or any successors or assigns of such Third Party or such Third Party’s Affiliates), has as of the Change in Control, or later has, researched, developed, commercialized or otherwise exploited a Competing Product (or has rights to or demonstrable plans to research, develop, commercialize or otherwise exploit a Competing Product) then:

(i) such Third Party, or any of such Third Party’s Affiliates or any successors or assigns of such Third Party or such Third Party’s Affiliates, as applicable, will be permitted to pursue and continue to research, develop, commercialize and otherwise exploit the Competing Product;

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(ii) Codiak shall use, or shall cause one or more of its Affiliates or Sublicensees to use, efforts consistent with the efforts Codiak (or one or more of its Affiliates or Sublicensees) would have used absent such Change in Control or Partnering Transaction, as applicable, in order to comply with Codiak’s diligence obligations set forth in Section 4.3 and shall not take into account the market potential, stage of development, or profitability of such Competing Product or Codiak’s or its Affiliate’s interest in or rights to such Competing Product in determining such efforts to use;

(iii) Kayla shall be released from the restrictions of Section 3.3; and

(iv) Codiak and the Third Party will establish firewalls between the activities relating to the Licensed Product and the Competing Product.

(e) The parties will negotiate in good faith under reasonable terms, without any obligation, addition of new molecules based on chemical modification of [***] to Exhibit A compounds that would allow Codiak to exploit such new molecules for use in exosome therapeutics.

ARTICLE 4

DEVELOPMENT, REGULATORY, AND COMMERCIALIZATION

4.1 General. Codiak shall be solely responsible for developing, preparing any and all regulatory filings, obtaining Regulatory Approval of, and commercializing Licensed Products in the Field and in the Territory, in its sole discretion. Codiak shall be solely responsible for all communications with regulatory authorities related to the Regulatory Documentation for any Licensed Product in the Field and in the Territory. Kayla shall cooperate with, and provide reasonable assistance to Codiak, in the preparation and submission of any portions of any regulatory filings that rely upon or contain information or data in the Licensed IP generated by or on behalf of Kayla.

4.2 Safety Information. If at any time during the Term, each Party becomes aware of any information concerning any safety issues, adverse experiences, or any product complaints associated with adverse experiences related to any Licensed Compound or Licensed Product, such Party shall promptly provide such information to the other Party.

4.3 Diligence. Codiak shall use Commercially Reasonable Efforts, or shall cause one or more of its Affiliates and Sublicensees to use Commercially Reasonable Efforts, to develop, commercially launch and market the Licensed Products in the Field in the Territory. The initial development plan is attached hereto as Exhibit D (attached hereto) (“Development Plan”) and Codiak shall use Commercially Reasonable Efforts to meet the timelines set forth therein. Without limiting the foregoing, and subject to the occurrence of events that are beyond Codiak’s reasonable control, Codiak shall use Commercially Reasonable Efforts to apply for and obtain an IND on or before June 30, 2020 and to initiate the cohort extension of a Phase 1/2 as soon as reasonably practicable after such IND is effective.

4.4 Reporting. On or before September 30^th of each year during the Term, Codiak will furnish to Kayla a written report, describing in reasonable detail, Codiak’s activities to research, development and commercialize Licensed Products and any amendments to the Development Plan since the date of the last such report. Without limiting the foregoing, Codiak shall afford Kayla a reasonable opportunity to discuss such reports and such activities, and shall provide Kayla with such additional information regarding such activities as Kayla may reasonably request.

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4.5 Technology Transfer. Kayla and Codiak shall cooperate to arrange for and complete an orderly transfer from Kayla to Codiak, or to make such other mutually acceptable arrangements as are reasonably necessary, to provide Codiak with access to the Licensed Know-How (the “Technology Transfer”). Without limiting the generality of the foregoing, the Parties have agreed that Kayla will perform the following Technology Transfer activities:

(a) Initial Data Transfer. Within [***] days of Codiak’s reasonable request, Kayla shall promptly deliver or otherwise provide Codiak with copies of certain documentation, data and information that constitute Licensed Know-How (preferably in digital or other electronic format where possible, but which may also include hard-copy documentation) and are identified in Exhibit B (attached hereto).

(b) Transfer of Licensed Compound. Within [***] days after the Effective Date, Kayla shall deliver to Codiak the quantities of [***] which are set forth in Exhibit C (attached hereto) and within [***] days [***] mg of additional compound 656 as set forth in Exhibit C. All such materials are being provided “as is” and without any representation or warranties of any kind.

(c) Transfer of Manufacturing Technical Information. According to a schedule and plan to be determined Technology Transfer Committee, Kayla shall provide (i) a copy of all existing Technical Information Controlled by Kayla relating to the Manufacture of the Licensed Product, including existing documentation constituting material support, performance advice, shop practice, specifications as to materials to be used, control methods, standard operating procedures, descriptions of the Manufacturing process and related Technical Information, development reports, analytical methods and other existing testing know-how including method validation reasonably required to perform release testing or other testing as may be required by any applicable Regulatory Authority (to the extent required by such Regulatory Authority for work completed up to the time of termination), batch records, and any other information, in each case that is necessary or reasonably useful to Manufacturing such Licensed Product, in each case, as and to the extent such information and materials have been developed by or for Kayla as of the Effective Date and (ii) personnel to assist and advise in connection with the foregoing.

ARTICLE 5

FINANCIAL TERMS

5.1 Upfront Payment. Within [***] days after the Effective Date, in partial consideration of the licenses and rights granted to Codiak hereunder, Codiak shall pay to Kayla a non-refundable, non-creditable upfront payment of Ten Million Dollars ($10,000,000), consisting of:

(a) Six Million Five Hundred Thousand Dollars ($6,500,000) in cash; and

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(b) Three Million Five Hundred Thousand Dollars ($3,500,000) in shares of Codiak Common Stock (“Common Stock”), par value $0.001 per share. The dollar value of such Common Stock grant has been determined by using the then most recent price per share of equity sold by Codiak in a Qualified Financing on an as-converted Common Stock basis. “Qualified Financing” shall mean a bona fide sale by Codiak of its equity securities which raises at least $10,000,000 in gross proceeds. For purposes of the first issuance of Common Stock, the price per share is $3.7876 per share resulting in an issuance of 924,068 shares of Common Stock.

5.2 Development Milestones.

(a) In partial consideration of the licenses and rights granted to Codiak hereunder, Codiak shall make the following non-refundable [***] milestone payments to Kayla (each, a “Development Milestone Payment”), following the first achievement by Codiak or its Affiliates of the milestone events described below in Table 5.2(a) with respect to a Licensed Product (each, a “Development Milestone Event”), subject to reduction as provided in Section 5.3, with the price per share of each Common Stock grant determined as described in Section 5.2 (c):

Table 5.2(a) - Cash and Common Stock Development Milestones
Development Milestone Event	Milestone Payments
[***]	[***]
[***], then this milestone event shall be deemed not to have occurred until such determination has been made	[***]
[***]	[***]
[***]	[***]
[***]	[***]

(b) For clarity, each Development Milestone Payment in Table 5.2(a) shall be due and payable [***] upon its first achievement with a Licensed Product regardless of the number of Licensed Products to achieve such Development Milestone Event, such that the maximum total amount payable under this Section shall not exceed One Hundred Million Dollars ($100,000,000). Codiak shall deliver written notice to Kayla of the achievement of the Development Milestone Events together with the payment of the associated Development Milestone Payment within [***] days of (i) the achievement of the applicable Development Milestone Event, if Codiak achieves such Development Milestone Event and (ii) the date Codiak receives notice of any such achievement by a Sublicensee.

(c) The dollar value of each Common Stock grant in Table 5.2 (a) above shall be determined by using the then most recent price per share of equity sold by Codiak in a Qualified Financing on an as-converted Common Stock basis. “Qualified Financing” shall mean a bona fide sale by Codiak of its equity securities which raises at least [***] in gross proceeds.

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Notwithstanding the foregoing, if Codiak is a publicly traded company, the average closing price per share of Codiak’s Common Stock for the [***] day period prior to the milestone announcement shall be used in calculating the number of shares of Common Stock to be issued. In the event of a Change of Control, Codiak shall pay cash in lieu of Common Stock upon meeting a subsequent milestone. A “Change in Control” shall mean: (i) (A) any consolidation or merger of Codiak with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of Codiak immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity (or if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; or (B) any transaction or series of related transactions to which Codiak is a party in which in excess of fifty percent (50%) of Codiak’s voting power is transferred (an “Acquisition”); provided, that an Acquisition shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by Codiak unless any shareholder of Codiak sell its stock in any such financing transactions.

(d) If Codiak has not sufficient authorization to issue the shares granted pursuant to section 5.1 (b) when due, the corresponding payment shall be paid in cash.

5.3 Sublicensee Payments. In partial consideration of the licenses and rights granted to Codiak hereunder, Codiak shall pay to Kayla the following percentage of Sublicensee Payments Codiak receives in connection with each sublicense of the Licensed IP to a Sublicensee:

(a) If such sublicense is entered into [***]; or

(b) If such sublicense is entered into [***]; or

(c) If such sublicense is entered into [***].

For purposes of the above, a sublicense includes the grant of an option to sublicense. If a Sublicensee achieves a given Development Milestone Event specified in Section 5.2 before such event is achieved by Codiak or an Affiliate, then, in lieu of Codiak paying Kayla the applicable Milestone Payment specified in Section 5.2 upon its subsequent achievement by Codiak or an Affiliate, Codiak will pay Kayla [***] (i) [***] and (ii) an amount [***], determined in accordance with this Section 5.3, of the amount, if any, paid by such Sublicensee to Codiak in connection with the achievement of such Development Milestone Event, all as further described in Exhibit 5.3.

5.4 Royalties.

(a) Running Royalties. In partial consideration of the licenses and rights granted to Codiak hereunder, during the Royalty Term, on a Licensed Product-by-Licensed Product and country-by-country basis, Codiak shall pay royalty payments to Kayla based on Territory-wide annual Net Sales of each Licensed Product, regardless of whether such Net Sales are achieved by Codiak, its Affiliates or a Sublicensee in a given calendar year at the royalty rates set forth in Table 5.4(a) below (“Royalties”):

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Table 5.4(a) - Royalty Rates for Net Sales of Licensed Product
Annual Net Sales of a Licensed Product in the Territory each Calendar Year	Royalty Rate (as a percentage of Net Sales)
Annual Net Sales of a Licensed Product up to and including [***]	[***]
Annual Net Sales of a Licensed Product above [***] up to and including [***]	[***]
Annual Net Sales of a Licensed Product above [***]	[***]

(b) No Multiple Royalties. If the manufacture, use or sale of any Licensed Product is claimed or covered by more than one of the Licensed Patents, multiple royalties shall not be due.

(c) Duration of Royalty Obligations. The royalty obligations set forth in Section 5.2(a) shall commence on the First Commercial Sale for each Licensed Product and shall continue on a country-by-country basis as to each Licensed Product until the later of (i) loss, expiration or termination of the last to expire Valid Claim within the Licensed Patents that Covers such Licensed Product in such country, (ii) the loss or expiration of any period of marketing exclusivity for such Licensed Product in such country, and (iii) ten (10) years from the date of the First Commercial Sale of such Licensed Product in such country (such period, the “Royalty Term” for such Licensed Product in such country).

(d) Royalty Step-Down: Generic Competition.

(i) Notwithstanding Section 5.4(c), on a Licensed Product-by-Licensed Product basis in USA, the royalty rate set forth in Section 5.4(a) for Net Sales of such Licensed Product in USA shall be reduced by [***] if at the time of sale (a) no issued Valid Claim of any Licensed Patents that Covers such Licensed Product exists in USA and (b) all periods of marketing exclusivity for such Licensed Product in USA have been lost or have expired.

(ii) Notwithstanding Section 5.4(c), on a Licensed Product-by-Licensed Product and country-by-country basis (other than the United States), the royalty rate set forth in Section 5.4(a) for Net Sales of such Licensed Product shall be reduced by [***] if at the time of sale (a) no issued Valid Claim of any Licensed Patents that Covers such Licensed Product exists in such country and (b) all periods of marketing exclusivity for such Licensed Product in such country have been lost or have expired.

(iii) Notwithstanding Section 5.4(c), on a Licensed Product-by-Licensed Product and country-by-country basis, the royalty rate set forth in Section 5.4(a) for Net Sales of such Licensed Product in such country shall be reduced, in lieu of subclause (i) as applicable, (A) by [***] upon the First Commercial Sale in such country of a Generic Product and (B) by [***] in such country if the unit sales of all Generic Products in such

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country exceed [***] of the sum of unit sales of Licensed Products plus unit sales of all Generic Products in such country. Unless otherwise agreed by the Parties, the unit sales of each such Generic Product sold during a calendar quarter shall be as reported by IQVIA or any successor to IQVIA or any other independent sales auditing firm reasonably agreed upon by the Parties.

(e) Third Party IP. Kayla shall remain responsible for the payment of milestones, royalties and other payment obligations under all agreements entered into by Kayla or its Affiliates. In the event that Codiak determines, after good faith discussion with Kayla that it is necessary to acquire rights under a Third Party’s patents in order for Codiak to Exploit [***] under this Agreement, Codiak shall have the right to negotiate and acquire such rights, through a license or otherwise, and to deduct from the royalty payments due to Kayla under this Agreement [***] of the royalty and sales milestone payments made by Codiak to such Third Party; provided, however that such reduction shall not reduce the royalty rates otherwise applicable to the Net Sales of such Licensed Product pursuant to Section 4.1(a) by more than [***] for any calendar quarter; and provided, further, that if any of such amounts cannot be offset against royalties due with respect to such Licensed Product for any given calendar quarter due to the preceding proviso, such unused amount may be carried forward and offset against royalties due with respect to such Licensed Product in future calendar quarter.

(f) Royalty Reports. Within sixty (60) calendar days following the end of each calendar quarter, following the First Commercial Sale of a Licensed Product, Codiak shall furnish to Kayla a written report for the calendar quarter showing the Net Sales of Licensed Product sold by Codiak, its Affiliates and Sublicensees in the Territory during such calendar quarter and the royalties payable under this Agreement for such calendar quarter. Such written report shall include the gross sales of Licensed Product on a country-by-country basis, an itemized calculation of any deductions taken from such gross sales to arrive at Net Sales for the applicable calendar quarter and the calculation of the amount of royalty payment due on such Net Sales. Simultaneously with the submission of the written report, Codiak shall pay to Kayla the royalty due for such calendar quarter calculated in accordance with this Agreement.

(g) Method of Payment. All payments under this Agreement should be made payable to Kayla by wire transfer in immediately available funds on the bank account notified from time to time by Kayla pursuant to Section 13.1.

(h) Payments in U.S. Dollars. All payments due under this Agreement shall be payable in United States dollars. Conversion of foreign currency to U.S. dollars shall be made at the conversion rate existing in the United States (as reported in the Wall Street Journal) on the last working day of the applicable calendar quarter. Such payments shall be without deduction of exchange, collection, or other charges, and, specifically, without deduction of withholding or similar taxes or other government imposed fees or taxes, except as permitted in the definition of Net Sales.

(i) Taxes. Notwithstanding such efforts, if Codiak concludes that tax withholdings under the Laws of any country are required with respect to payments to Kayla, Codiak shall first notify Kayla and provide Kayla with twenty (20) days to determine whether there are actions Kayla can undertake to avoid such withholding. During this notice period, Codiak shall refrain

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from making such payment until Kayla instructs Codiak that (a) Kayla intends to take actions (satisfactory to both Parties) that shall obviate the need for such withholding, in which case Codiak shall make such payment only after it is instructed to do so by Kayla, or (b) Codiak should make such payment and withhold the required amount and pay it to the appropriate taxing authority. Codiak shall promptly provide Kayla with copies of receipts or other evidence reasonably required and sufficient to allow Kayla to document such tax withholdings adequately for purposes of claiming foreign tax credits and similar benefits, the Parties shall cooperate reasonably in completing and filing documents required under the provisions of any applicable tax laws or under any other applicable Law, in connection with the making of any required tax payment or withholding payment, or in connection with any claim to a refund of or credit for any such payment, and the Parties shall cooperate to minimize such taxes in accordance with applicable laws, including using reasonable efforts to access the benefits of any applicable treaties.

5.5 FTEs. Codiak shall reimburse Kayla for (a) the Technology Transfer activities actually performed by FTEs at the FTE Rate in accordance with the plan and schedule established by the Technology Transfer Committee, and (b) all out-of-pocket expenses (without mark-up) with respect to such activities. Such amounts referenced in the preceding sentence shall be evidenced by Kayla’s or its Affiliates’ complete and accurate written records. Within [***] days of the end of each quarter in which such Technology Transfer activities occur, Kayla shall (i) provide a report summarizing in reasonable detail all activities performed by FTEs, and all reimbursable out-of-pocket expenses incurred by Kayla, in the preceding quarter, (ii) provide supporting receipts or other documentation for such reimbursable out-of-pocket expenses, and (iii) issue an invoice to Codiak for the applicable amounts due for FTEs during the previous Quarter. Within [***] days following receipt of the invoice, Codiak shall pay the amounts due for such FTEs during the previous quarter.

5.6 Codiak Records. Codiak shall maintain, and shall cause its Affiliates and Sublicensees to maintain, complete and accurate records relating to amounts payable to Kayla in relation to this Agreement. The relevant entity shall retain such records for at least [***] years following the end of the calendar year to which they pertain. No more than once per calendar year, a certified, independent public accountant selected by Kayla and reasonably acceptable to Codiak shall have the right, at Kayla’s expense, to inspect such records during normal business hours to verify the accuracy of any payments made under this Agreement by Codiak. As a condition to the conduct of such an audit, if Codiak so requests, such certified, independent public accountant shall enter into a confidentiality agreement with Codiak having non-use and non-disclosure obligations that are no less stringent than those contained in this Agreement. In no event shall any period be subject to audit more than one time under this Section 5.6. In the event that any audit performed under this Section 5.5 reveals an underpayment in excess of [***] [***], Codiak shall bear the full out-of-pocket cost of such audit. If such an audit reveals an underpayment or overpayment, the Party responsible for making payment shall remit any amounts due to the other Party the amount of the underpayment or overpayment discovered unpaid under this Section 5.5 within [***] days of receiving notice thereof from the other Party.

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ARTICLE 6

INTELLECTUAL PROPERTY

6.1 New Inventions. As between the Parties, Codiak shall own all rights, title and interest in or to any new discoveries, improvements, or inventions conceived, discovered, developed or otherwise made by or on behalf of Codiak, its Affiliates or its Sublicensees after the Effective Date and in connection with the Exploitation of Licensed Products, whether or not patented or patentable, and any and all patents and other intellectual property rights with respect thereof.

6.2 Responsibility for Licensed Patents.

(a) For purposes of this Section 6.2, Kayla shall be the “Prosecuting Party” during the period commencing on the Effective Date and ending on Codiak’s payment of the [***] milestone described in Table 5.2(a) above. After such period, for those Licensed Patents that (i) are the sole patents owned or controlled by Codiak that Claim the composition of matter of a Licensed Product in development by Codiak and (ii) rights under which have not been licensed by Kayla to a Third Party for the development and commercialization of products containing a Claimed STING Compound, Codiak shall be the “Prosecuting Party” for the remainder of the Term. Promptly after the Effective Date, Kayla shall provide complete copies of the prosecution histories of all of the Licensed Patents to Codiak or its designee.

(b) Prosecuting Party shall use Commercially Reasonable Efforts to Prosecute and Maintain all Licensed Patents, at Prosecuting Party’s sole expense and by counsel selected by Prosecuting Party and reasonably acceptable to the other Party. Prosecuting Party shall consult with the other Party as to the Prosecution and Maintenance of the Licensed Patents reasonably prior to any deadline or action with any patent office, and shall furnish to the other Party copies of all relevant drafts and documents reasonably in advance of such consultation. Prosecuting Party shall consider in good faith any comments from the other Party in Prosecuting Party’s Prosecution and Maintenance of the Licensed Patents. In the event that, and solely to the extent consistent with the use of Commercially Reasonable Efforts, Prosecuting Party desires to abandon or cease Prosecution and Maintenance of any Licensed Patent, Prosecuting Party shall provide reasonable prior written notice to the other Party of such intention to abandon promptly after Prosecuting Party makes such determination (which notice shall, in any event, be given no later than [***] days prior to the next deadline for any action that must be taken with respect to such Licensed Patent in the relevant patent office). In such case, the other Party shall have the right, but not the obligation, exercisable upon written notice to Prosecuting Party delivered no later than [***] days after receipt of notice from Prosecuting Party, to assume responsibility for Prosecution and Maintenance of such Licensed Patent, at its sole cost and expense and by counsel selected by such other Party and reasonably acceptable to Prosecuting Party. For purposes of this Section 6.2, any determination as to whether Commercially Reasonable Efforts would permit Prosecuting Party to abandon prosecution and maintenance of a Licensed Patent shall be made without consideration of any other patents that are controlled by Prosecuting Party and that may claim a Licensed Product hereunder.

6.3 Patent Extensions and Orange Book Listings. If elections with respect to obtaining patent term extensions (including any available pediatric extensions) or supplemental protection certificates or their equivalents in any country with respect to the Licensed Patents are available, Codiak, after consulting with Kayla, shall have the sole and exclusive right to make any such reasonable elections based on Licensed Products. With respect to data exclusivity

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periods (such as those periods listed in the FDA’s Orange Book (including any available pediatric extensions) or periods under national implementations of Article 10.1(a)(iii) of Directive 2001/EC/83 or orphan exclusivity periods, and all equivalents in any country), Codiak shall have the sole and exclusive right to seek and maintain all such data exclusivity periods available for the Licensed Products. With respect to all of the rights and activities identified in this Section 6.3, Kayla hereby appoints Codiak as its agent for such purposes with the authority to act on Kayla’s behalf with respect to such Licensed Patents in a manner consistent with this Agreement.

ARTICLE 7

INFRINGEMENT

7.1 Notification of Infringement. Each Party agrees to provide written notice to the other Party promptly after becoming aware of any infringement, misappropriation or other violation of the Licensed Patents by a Third Party and of any available evidence thereof.

7.2 Right to Prosecute Infringements.

(a) For purposes of this Section 7.2, Kayla shall be the “Lead Party” during the period commencing on the Effective Date and ending on Codiak’s payment of the [***] milestone described in Table 5.2(a) above. After such period, for those Licensed Patents that (i) are the sole patents owned or controlled by Codiak that Claim the composition of matter of a Licensed Product in development by Codiak or (ii) rights under which have not been licensed by Kayla to a Third Party for the development and commercialization of products containing a Claimed STING Compound, Codiak shall be the “Lead Party” for the remainder of the Term.

(b) First Right to Prosecute. The Lead Party shall have the first and exclusive right, but not the obligation, under its own control and at its own expense, to prosecute any Third Party infringement, misappropriation or other violation of the Licensed Patents, subject to Sections 7.4 and 7.5. The total cost of any such infringement action commenced or defended solely by the Lead Party shall be borne by the Lead Party. The Lead Party shall keep the other Party reasonably informed of all developments in the prosecution or settlement of such action, including by providing copies of documents received or filed in connection with any such action promptly upon receipt, or reasonably in advance of their filing, to the extent controlled by the Lead Party, for the other Party to review and comment thereon, which information and documents shall be subject to Article 10. The Lead Party shall consult with, and consider in good faith the requests and suggestions of the other Party with respect to such prosecution, provided that the Lead Party shall retain final decision-making authority with respect to any such prosecution. The Lead Party shall have the right, in its sole discretion, to delegate its rights under this Section 7.2 (b), in whole or in part, to Third Party provided that such Third Party shall comply with the terms of this Section 7.2 (b) and that the Lead Party shall remain primarily liable for any acts or omissions of such Third Party.

(c) Back-up Right to Prosecute. If [***] days after having been notified of any alleged infringement that is material and competitive in the marketplace, the Lead Party is unsuccessful in persuading the alleged infringer to desist and shall not have brought or shall not be diligently prosecuting an infringement action, then the other Party shall have the right, but

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shall not be obligated, under its own control and at its own expense, to prosecute any infringement of the Licensed Patents; provided that such other Party shall first consult with the Lead Party concerning the reasons the Lead Party elected not to bring such action and shall consider those reasons in good faith in deciding whether to bring such action. The Lead Party shall have the right to participate and be represented in any such action by its own counsel at its own expense. The other Party shall keep the Lead Party reasonably informed of all developments in the prosecution or settlement of such action, including by providing copies of documents received or filed in connection with any such action promptly upon receipt, or reasonably in advance of their filing, to the extent controlled by the other Party, for the Lead Party to review and comment thereon, which information and documents shall be subject to Article 10. The other Party shall consult with, and consider in good faith the requests and suggestions of the Lead Party with respect to such prosecution, provided that the other Party shall retain final decision-making authority with respect to any such prosecution. The other Party shall have the right, in its sole discretion, to delegate its rights under this Section 7.2 (c), in whole or in part, to Third Party provided that such Third Party shall comply with the terms of this Section 7.2 (c) and that the other Party shall remain primarily liable for any acts or omissions of such Third Party.

(d) No settlement of any such action which restricts the scope, or adversely affects the enforceability, of a Licensed Patent may be entered into by a Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned.

7.3 Declaratory Judgment Actions. If a declaratory judgment action is brought naming Kayla or Codiak or any of its Affiliates or Sublicensees as a defendant and alleging invalidity, unenforceability or non-infringement of any Licensed Patents, Codiak or Kayla, as the case may be, shall promptly notify the other Party in writing and Codiak may elect, upon written notice to Kayla within [***] days after receiving or giving notice of the commencement of such action, to take over the sole control of such action at its own expense. If Codiak does not defend any such action, then Kayla shall have the right, but shall not be obligated, to defend such action at Kayla’s expense.

7.4 Recovery. In the event that either Party exercises the rights conferred in this Article 7 and recovers any damages or other sums in such action, such damages or other sums recovered shall first be applied to all out-of-pocket costs and expenses incurred by the Parties in connection therewith (including attorneys’ fees). If such recovery is insufficient to cover all such costs and expenses of both Parties, the Lead Party’s costs shall be paid in full first before any of the other Party’s costs. If after both Parties’ costs have been reimbursed in full any funds shall remain from such damages or other sums recovered, such funds shall be retained by the Lead Party; provided, however, that (a) if Codiak is the Lead Party, Kayla shall receive out of any such remaining recovery received by Codiak an amount equal [***] of such sums, (b) if Kayla is the Lead Party, and the infringement relates to the practice of a Licensed IP with an Exosome, Kayla shall retain out of any such remaining recovery an amount equal to [***] and pay [***] of it to Codiak, (c) if Kayla is the Lead Party, and the infringement does not relates to the practice of a Licensed IP with an Exosome, the remaining recovery received by Kayla retained by Kayla.

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7.5 Cooperation. Each Party agrees to cooperate in any action under this Article 7 which is controlled by the other Party, including joining such action as a party plaintiff if necessary or desirable for initiation or continuation of such action; provided that the controlling Party reimburses the cooperating Party promptly for any reasonable costs and expenses incurred by the cooperating Party in connection with providing such assistance.

7.6 Patent Certifications. Kayla shall notify and provide Codiak with copies of any allegations of alleged patent invalidity, unenforceability or non-infringement of a Licensed Patent pursuant to a Paragraph IV Patent Certification by a Third Party filing an Abbreviated New Drug Application, an application under §505(b)(2) or any other similar patent certification by a Third Party, and any foreign equivalent thereof. Such notification and copies shall be provided to Codiak within [***] business days after Kayla receives such certification.

ARTICLE 8

INDEMNIFICATION AND INSURANCE

8.1 Indemnification By Codiak. Codiak shall indemnify Kayla, its Affiliates, and their respective directors, officers, employees and agents (collectively, the “Kayla Indemnitees”), and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all liability suits, investigations, claims or demands by Third Parties (collectively, “Third Party Claims”) arising out of (a) the research, development, manufacture, storage, use, marketing or sale of any Licensed Compound or Licensed Products by or on behalf of Codiak or any of its Affiliates or Sublicensees their respective representatives on or after the Effective Date, including any product liability claim arising therefrom; (b) a Codiak Indemnitee’s negligence or willful misconduct; or (c) Codiak’s breach of any obligation, representation, warranty or covenant in this Agreement, except to the extent that such Losses arise out of or result from a breach of this Agreement by Kayla or a Kayla Indemnitee’s negligence or willful misconduct.

8.2 Indemnification by Kayla. Kayla shall indemnify Codiak, its Affiliates and Sublicensees, and their respective directors, officers, employees and agents (collectively, the “Codiak Indemnitees”), and defend and hold each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims to the extent arising from or occurring as a result of (a) a Kayla Indemnitee’s negligence or willful misconduct; or (b) Kayla’s material breach of any obligation, representation, warranty or covenant in Section 3.3 or Article 9 of this Agreement, except to the extent that such Losses arise out of or result from a breach of this Agreement by Codiak or a Codiak Indemnitee’s negligence or willful misconduct.

8.3 Indemnification Procedure. To be eligible to be indemnified as described in this Article 8, each of the indemnitees seeking to be indemnified shall provide the indemnifying Party with prompt notice of any claim (with a description of the claim and the nature and amount of any such loss) giving rise to the indemnification obligation pursuant to Section 8.1 or 8.2, as the case may be, and the exclusive ability to defend such claim (with the reasonable cooperation of the indemnitee(s)). Each indemnitee shall have the right to retain its own counsel, at its own expense, if representation by the counsel of the indemnifying Party would be inappropriate due to actual or potential differing interests between such indemnitee(s) and the indemnifying Party.

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Neither the indemnitee(s) nor the indemnifying Party shall settle or consent to the entry of any judgment with respect to any claim for losses for which indemnification is sought without the prior written consent of the other (not to be unreasonably withheld or delayed); provided however, that the indemnifying Party shall have the right to settle or compromise any claim for losses without such prior written consent if the settlement or compromise provides for a full and unconditional release of the indemnitee(s) and is not materially prejudicial to any indemnitee’s rights.

8.4 Insurance. Each Party shall have and maintain such types and amounts of liability insurance as is normal and customary in the industry generally for parties similarly situated, and shall upon request provide the other Party with a copy of its policies of insurance in that regard, along with any amendments and revisions thereto.

ARTICLE 9

REPRESENTATIONS, WARRANTIES AND COVENANTS

9.1 Representations and Warranties of the Parties. Each of Codiak and Kayla hereby represents and warrants that, as of the Effective Date:

(a) Corporate Existence and Power. It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated by this Agreement, including the right to grant the rights granted hereunder.

(b) Authority and Binding Agreement. (i) It has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action required to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder; and (iii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms.

(c) No Conflict. It has not entered, and shall not enter, into any agreement with any Third Party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken and shall not take any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement does not and shall not result in a breach of any other contract to which it is a party. It is aware of no action, suit, inquiry or investigation instituted by any Third Party that threatens the validity of this Agreement.

9.2 Further Representations by Kayla. Kayla hereby further represents, warrants and covenants (as applicable) as of the Effective Date, as follows:

(a) Licensed Patents. Kayla owns all right, title and interest in and to [***] and [***], and such patents (including any patent applications claiming priority thereto and any foreign equivalents thereto) are the only patent applications or patents Controlled by Kayla as of the Effective Date that claim or cover the Disclosed STING Compounds, except [***] and foreign equivalents thereto that relate [***].

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(b) Licensed IP. (i) Kayla is the sole and exclusive owner of the entire rights, title and interest in and to all Licensed Patents and other intellectual property rights within the Licensed IP within the Field free of any encumbrance such as a lien, pledge or claim of ownership by any Third Party, (ii) Kayla or its Affiliates have timely paid all filing and renewal fees due by Kayla with respect to the Licensed Patents, and (iii) Kayla has complied with all applicable laws, including any duties of candor to applicable patent offices, in connection with the filing, prosecution and maintenance of the Licensed Patents.

(c) Sufficient Rights. Kayla represents that it has the full and legal rights and authority to license the Licensed IP to Codiak.

(d) No Claims. No Third Party has any license, option or other rights or interest in or to the Licensed IP conflicting with the rights granted to Codiak under this Agreement. Kayla has not received, nor is aware of any claims or allegations (including threatened interference actions or oppositions) that a Third Party has any right or interest in or to the Licensed IP or that any of the Licensed Patents are invalid or unenforceable.

(e) Assignments. Kayla has secured from all employees, consultants, contractors and other persons who have contributed to the creation or invention of any of the Licensed IP a written agreement assigning to Kayla all rights to such creations, inventions or Licensed IP.

(f) Third Party Intellectual Property. To Kayla’s knowledge as of the Effective Date, no issued patent rights of any Third Party would be infringed or misappropriated by the sale of [***].

(g) Inventors. Kayla has obtained from all inventors of Licensed Patents owned by Kayla valid and enforceable agreements assigning to Kayla each such inventor’s entire right, title and interest in and to all such Licensed Patents.

(h) Debarment, In the course of the development or manufacture of any Licensed Compound or Licensed Product, Kayla has not used any employee, agent or, to its knowledge, any consultant or contractor who has been debarred by any Regulatory Authority, or, to such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. If, at any time after the Effective Date, Kayla becomes aware that it or any employee, agent, consultant or contractor who participated in the development or manufacture of any Licensed Compound or Licensed Product has been debarred or is the subject of debarment proceedings by a Regulatory Authority it shall provide written notice of this to Codiak immediately.

(i) Investment Representations.

(i) Kayla confirms that the shares to be acquired by Kayla will be acquired for investment for Kayla’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Kayla has no present intention of selling, granting any participation in, or otherwise distributing the same.

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(ii) Kayla understands that the shares to be issued by Codiak hereunder are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Kayla must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

(iii) Kayla understands that the certificate representing the shares issued by Codiak will have a legend on them as follows:

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

(j) Further Assurances. Kayla shall perform all acts reasonably requested by Codiak to assure that the Licensed IP shall be licensed to Codiak to the extent provided for herein.

9.3 Further Representations by Codiak. Codiak hereby further represents, warrants and covenants (as applicable) as of the Effective Date, as follows:

(a) Licensed Patents. The patents listed as Schedule 9.3(a) [***] (the “Exosome Patents”). Codiak Controls the Exosome Patents.

(b) No Claims. Codiak has not received any written claims or allegations (including threatened interference actions or oppositions) that a Third Party has any right or interest in or to the Exosome Patents or that any of the Exosome Patents are invalid or unenforceable.

(c) Shares.

(i) All corporate action required to be taken by Codiak in order to issue the shares in accordance with Article 5 has been taken.

(ii) The shares, when issued in accordance with the terms set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws.

(iii) Assuming the accuracy of the representations of Kayla in Section 9.2 of this Agreement, the shares will be issued in compliance with all applicable federal and state securities laws.

(iv) The shares granted to benefit of Kayla pursuant to Section 5.1 shall be equal to [***] of the outstanding shares of Codiak immediately following the Effective Date, on an as-converted basis.

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(v) Assuming the accuracy of the representations made by Kayla in Section 9.2 herein, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of Codiak in connection with issuing the shares hereunder.

(d) Debarment. Codiak will not use any employee, agent or, to its knowledge, any consultant or contractor who has been debarred by any Regulatory Authority, or, is the subject of debarment proceedings by a Regulatory Authority. If, at any time Codiak becomes aware that it or any employee, agent, consultant or contractor who participated in the development or manufacture of any Licensed Compound or Licensed Product has been debarred or is the subject of debarment proceedings by a Regulatory Authority it shall provide written notice of this to Kayla immediately.

(e) Compliance with Laws. Codiak will comply with all applicable laws in its performance of activities contemplated under this Agreement.

9.4 Disclaimer of Warranties. EXCEPT AS OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES CONCERNING LICENSED IP OR ANY OTHER MATTER WHATSOEVER, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ARISING OUT OF COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE, AND EACH PARTY DISCLAIMS ALL SUCH EXPRESS OR IMPLIED WARRANTIES.

9.5 Limitation of Liability. EXCEPT WITH RESPECT TO A CLAIM FOR INDEMNIFICATION PURSUANT TO ARTICLE 8 OR A CLAIM FOR FRAUD OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS OR EXPECTED SAVINGS OR OTHER ECONOMIC LOSSES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER.

9.6 Kayla Limitation of Liability. Notwithstanding any other provision in this Agreement, but without limiting Codiak’s right of set-off under Section 11.6, Kayla’s liability to Codiak, its Affiliates and Sublicensees under this Agreement for claims other than those caused by the fraud or intentional misconduct of Kayla or any of its Affiliates, and including liability arising out of Section 8.2, shall not exceed (i) the cash amounts actually received by Kayla from Codiak hereunder plus (ii) the cash received by Kayla for the sale of any Common Stock received in accordance with Article 5 plus (iii) any Common Stock that Kayla received in accordance with Article 5 and has not sold pursuant to subclause (ii).

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ARTICLE 10

CONFIDENTIALITY

10.1 Confidentiality. During the Term and subject to the terms and conditions of this Agreement, a Party (a “Disclosing Party”) may communicate to another Party (a “Receiving Party”) information in connection with this Agreement or the performance of its obligations hereunder, whether in oral, written, graphic, or electronic form, which information may include scientific and manufacturing information and plans, marketing and business plans, trade secret and financial and personnel matters relating to a Party or its present or future products, sales, suppliers, customers, employees, investors or business (collectively, “Confidential Information”).

10.2 Exclusions. Notwithstanding the foregoing, information of a Disclosing Party shall not be deemed Confidential Information with respect to a Receiving Party for purposes of this Agreement if such information:

(i) was already known to the Receiving Party or any of its Affiliates, other than under an obligation of confidentiality or non-use, at the time of disclosure by the Disclosing Party;

(ii) was generally available or known to parties reasonably skilled in the field to which such information or know-how pertains, or was otherwise part of the public domain, at the time of its disclosure to the Receiving Party;

(iii) became generally available or known to parties reasonably skilled in the field to which such information or know-how pertains, or otherwise became part of the public domain, after its disclosure to the Receiving Party through no fault of or breach of its obligations under this Article 10 by the Receiving Party;

(iv) was disclosed to the Receiving Party other than under an obligation of confidentiality or non-use, by a Third Party who had no obligation to the Disclosing Party not to disclose such information to others; or

(v) was independently discovered or developed by the Receiving Party or any of its Affiliates, as evidenced by their written records, without the use of, and by personnel who had no access to, Confidential Information of the Disclosing Party.

10.3 Disclosure and Use Restriction. Except as expressly provided herein, the Parties agree that, during the Term and for [***] years thereafter, the Receiving Party shall keep completely confidential and shall not publish or otherwise disclose to any Third Party and shall not use for any purpose except for the purposes of performing its obligations or exercising its rights (including in the case of Codiak, the exercise of the license granted under Section 2.1) under this Agreement any Confidential Information of the Disclosing Party; provided, however, that the obligation to keep a Party’s trade secrets confidential shall survive for such time as such information remains a protected trade secret under applicable laws. Further, neither Kayla nor its Affiliates shall disclose to Third Parties any Confidential Information solely related to any Disclosed STING Compound, including a method of making or using the same, to any Third Party without the prior written consent of Codiak, provided that Kayla shall not be restricted from disclosing any Confidential Information related to any Claimed STING Compound, including a method of making or using the same, to any Third Party.

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10.4 Authorized Disclosure.

(a) Each Party may disclose Confidential Information of the other Party to the extent such disclosure is reasonably necessary to:

(i) prosecute or defend litigation with respect to this Agreement; or

(ii) comply with applicable laws, governmental regulations or court orders.

(b) Additionally, Codiak may use and disclose Confidential Information of Kayla to the extent such use or disclosure:

(i) is reasonably necessary for the prosecution or enforcement of patent rights relating to Licensed Products or for regulatory filings for Licensed Products;

(ii) is pursuant to Codiak’s exercise of its license pursuant to Section 3.1;

(iii) is to Codiak’s officers, directors, employees, consultants, contractors, Affiliates, licensees, or Sublicensees who are bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 10; or

(iv) is to existing or potential acquirers or merger candidates, investment bankers, existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing, its existing or potential licensees or sublicensees (to the extent needed to prove the absence of conflict with this Agreement), each of whom prior to disclosure is bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 10 (but may be of shorter duration).

(c) In the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 10.4(a) it shall, except where impracticable, give reasonable advance notice to the other Party of such disclosure and use commercially reasonable efforts to secure confidential treatment of such information.

10.5 Terms of Agreement. The Parties agree that the terms of this Agreement are the Confidential Information of each Party, subject to the special authorized disclosure provisions set forth in Section 10.4 and this Section 10.5. Notwithstanding the foregoing, a Party may make any filings of this Agreement or otherwise disclose the terms of this Agreement as required by law or regulation in any country so long as it uses its reasonable efforts to obtain confidential treatment for portions of this Agreement as available, consults with the other Party, and permits the other Party to participate, to the extent practicable, in seeking a protective order or other confidential treatment.

10.6 Return of Confidential Information. Upon termination or expiration of this Agreement, or earlier if so agreed in writing by the Parties, the Receiving Party shall either return all copies of the Confidential Information it may have received or be deemed to have received from the other Party, or destroy in a secure manner all such copies of the Confidential Information if so instructed by the other Party except for one (1) copy which may be retained for the purpose of establishing that Party’s compliance with its obligations under this Agreement.

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10.7 Use of Name. Neither Party may make public use of the other Party’s name except (a) in connection with announcements and other permitted disclosures relating to this Agreement and the activities contemplated hereby, (b) as required by applicable law, and (c) otherwise as agreed in writing by such other Party.

ARTICLE 11

TERMINATION

11.1 Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with this Article 11, shall remain in effect on a country-by-country and Licensed Product-by-Licensed Product basis until the expiration of the Royalty Term for such Licensed Product (the “Term”). Upon expiration of this Agreement (but not early termination), the license grant contained in Section 3.1 shall become non exclusive, fully paid-up, royalty-free, perpetual and irrevocable for such Licensed Product in such country.

11.2 Voluntary Termination by Codiak, Codiak shall have the right to terminate this Agreement, on a Licensed Compound-by-Licensed Compound basis, and on a Region-by-Region basis, for any reason, upon at least thirty (30) days prior written notice to Kayla, such notice to state the date at least thirty (30) days in the future upon which termination is to be effective. For purposes of this Section only, each of the following shall constitute a Region: [***]. If this Agreement is terminated by Codiak in one or more Regions, Kayla’s restrictions set forth in Section 3.3 will terminate on a global basis, but the remaining provisions hereof shall remain in full force and effect, including the licenses granted pursuant to 3.1 with respect to the remaining Regions of the Territory. Any terminated Licensed Compound shall be deemed a Claimed STING Compound and no longer a Described STING Compound, as applicable.

11.3 Termination for Material Breach.

(a) Any material failure by a Party (the “Breaching Party”) to comply with any of its material obligations contained in this Agreement (such failure, a “Material Breach”) shall entitle the other Party (the “Non-Breaching Party”) to give to the Breaching Party written notice specifying the nature of the Material Breach, requiring the Breaching Party to cure such Material Breach.

(b) If such Material Breach is not cured within sixty (60) days after the receipt of notice pursuant to Section 11.3(a) above, the Non-Breaching Party shall be entitled to terminate this Agreement on written notice to the Breaching Party and without prejudice to any of its other rights conferred on it by this Agreement; provided that if a Material Breach (other than for non-payment) cannot reasonably be cured within such sixty (60)-day period and the Breaching Party delivers a plan to cure such Material Breach (reasonably acceptable to the Non-Breaching Party) within such sixty (60)-day period and uses Commercially Reasonable Efforts to implement such plan in accordance with the timelines therein, then the cure period shall be extended for [***] days following the notice of breach; further provided, however, that if the Breaching Party disputes whether such Material Breach has occurred and notifies the Non-Breaching Party thereof within [***] days after receipt of the Non-Breaching Party’s notice of Material Breach, the matter shall be submitted for resolution in accordance with Article 12.

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11.4 Effect of Expiration or Termination.

(a) Survival. The following provisions shall survive the expiration or termination of this Agreement: Article 1, Sections 9.5 and 9.6, Article 10, Article 12 and Article 13, and Section 3.1(a) to the extent in accordance with Section 11.1 (the last sentence), and this Section 11.4.

(b) Survival of Certain Sublicenses. Upon termination of this Agreement by Kayla pursuant to Section 11.3, upon Codiak’s request, Kayla shall enter into a direct sublicense with Sublicensees on the same terms and conditions as those set forth in this Agreement, to the extent applicable to the rights granted by Codiak to such Sublicensee (including the same field of use, territory) and to the extent that the Sublicensee is in good standing with respect to the sublicense agreement and such Sublicensee was not the cause of the termination of this Agreement. Kayla shall make the Licensed IP available to such Sublicensee on the economic terms set forth herein,

(c) Option to License Products. If, within [***] days of the effective date of termination, Kayla notifies Codiak in writing that it wishes to license all intellectual property, Technical Information and Regulatory Documentation Controlled by Codiak to Exploit the terminated Licensed Products (“Codiak IP”), then the Parties shall enter into good faith negotiations towards a license of the Codiak IP for such purposes. Such negotiations shall continue for a period of up to [***] days. If the Parties are unable to reach agreement on the terms for such a license during such [***] day period, then Codiak shall be permitted to grant a license or similar rights under the Codiak IP to a third party for such purposes and on such terms as Codiak may determine; provided that for any deals entered into during the one year period following the conclusion of the [***] negotiation period, the terms shall be no less favorable on the whole than the terms last offered by Kayla to Codiak.

(d) Inventory, Upon the early termination of this Agreement, Codiak and its Affiliates and Sublicensees may complete and sell any work-in-progress and inventory of Licensed Products that exist as of the effective date of termination, provided that (i) Codiak pays Kayla the applicable running royalty on such sales of Licensed Products in accordance with the terms and conditions of this Agreement, and (ii) Codiak and its Affiliates and Sublicensees shall complete and sell all work-in-progress and inventory of Licensed Products within [***] months after the effective date of termination,

(e) Accrued Obligations. Expiration or termination of this Agreement for any reason shall not relieve either Party of any liability or obligation which accrued hereunder prior to the effective date of such termination or expiration.

11.5 Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Kayla are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that Codiak shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Kayla under the U.S. Bankruptcy Code, Codiak shall be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property licensed to Codiak and all embodiments of

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such intellectual property, which, if not already in Codiak’s possession, shall be promptly delivered to it (a) upon any such commencement of a bankruptcy proceeding upon Codiak’s written request therefor, unless Kayla elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under clause (a), following the rejection of this Agreement by Kayla upon written request therefor by Codiak.

11.6 Set-Off Rights. If Codiak has the right to terminate this Agreement under Section 11.3 because of an uncured Material Breach by Kayla, but Codiak does not desire to terminate this Agreement, then Codiak shall be permitted to offset from time-to-time from the amounts owed by Codiak to Kayla hereunder, an amount equal to the undisputed damages suffered by Codiak from such Material Breach.

ARTICLE 12

DISPUTE RESOLUTION

12.1 Mandatory Procedures. The Parties agree that any dispute arising out of or relating to this Agreement shall be resolved solely by means of the procedures set forth in this Article 12, and that such procedures constitute legally binding obligations that are an essential provision of this Agreement. If either Party fails to observe the procedures of this Article 12, as may be modified by their written agreement, the other Party may bring an action for specific performance of these procedures in any court of competent jurisdiction.

12.2 Dispute Resolution Procedures.

(a) The Parties shall negotiate in good faith and use reasonable efforts to amicably settle any dispute, controversy or claim arising from or related to this Agreement or the breach thereof, except for any Excluded Claims. Either Party shall have the right to refer any such dispute to the Chief Executive Officer of Kayla and the Chief Executive Officer of Codiak (or their respective designees) who shall attempt in good faith to resolve such dispute over a period of [***] days.

(b) In the event arises (each, a “Dispute”), and the Executive Officers cannot resolve such Dispute pursuant to Section 12.2, then either Party may submit such Dispute to arbitration for final resolution by arbitration request (the “Arbitration Request”) under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by one or three arbitrators appointed in accordance with the said Rules (“Arbitration”). Any Arbitration may be initiated by either Party in accordance with the Rules. The place of Arbitration shall be London, UK.

(c) Prompt resolution of any dispute is important to both Parties; and the Parties agree that the arbitration of any dispute shall be conducted expeditiously. The arbitrators are instructed and directed to assume case management initiative and control over the arbitration process (including scheduling of events, pre-hearing discovery and activities, and the conduct of the hearing), in order to complete the arbitration as expeditiously as is reasonably practical for obtaining a just resolution of the dispute.

(d) Notwithstanding anything to the contrary in this Agreement, prior to or while an arbitration proceeding is pending, either Party has the right to seek and obtain injunctive and other equitable relief from a court of competent jurisdiction to enforce that Party’s rights hereunder.

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(e) Notwithstanding the foregoing, any disputes arising hereunder with respect to the inventorship, validity, enforceability or other aspect of intellectual property rights shall be resolved by a court of competent jurisdiction and not by arbitration (each such dispute, an “Excluded Claim”).

(f) Except as set forth below and as necessary to obtain or enforce a judgment upon any arbitration award, the Parties shall keep confidential the fact of the arbitration, the dispute being arbitrated, and the decision of the arbitrators. Notwithstanding the foregoing, the Parties may disclose information about the arbitration to Persons who have a need to know, such as directors, trustees, management employees, witnesses, experts, investors, attorneys, lenders, insurers, actual or potential collaborators or corporate partners, actual or potential acquirors, and others who may be directly affected provided that such Persons are bound to keep such information confidential. Additionally, if a Party has stock which is publicly traded, the Party may make such disclosures as are required by applicable securities laws, but shall use commercially reasonably efforts to seek confidential treatment for such disclosure.

12.3 Performance to Continue. Each Party shall continue to perform its undisputed obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement.

12.4 Statute of Limitations. The Parties agree that all applicable statutes of limitation and time-based defenses (such as estoppel and laches) shall be tolled while the procedures set forth in Section 12.3 are pending. The Parties shall cooperate in taking any actions necessary to achieve this result.

ARTICLE 13

MISCELLANEOUS

13.1 Notice. Any notices required or permitted under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be sent by hand, recognized national overnight courier, confirmed electronic mail, or registered or certified mail, postage prepaid, return receipt requested, to the following addresses or facsimile numbers of the Parties:

If to Kayla:

Kayla S.A.S.

77, avenue de Toulouse

31240 L’Union

France

Attention: Chief Executive Officer

With a copy to:

McDermott Will & Emery

23 rue de 1’Université

75007 Paris

France

[***]

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If to Codiak:

Codiak Biosciences Inc.

500 Technology Square, 9th Floor

Cambridge, MA 02139

Attention: Chief Business Officer

With a copy to:

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

[***]

All notices under this Agreement shall be deemed effective upon receipt. A Party may change its contact information immediately upon written notice to the other Party in the manner provided in this Section 13.1.

13.2 Governing Law. This Agreement and all disputes arising out of or related to this Agreement, or the performance, enforcement, breach or termination hereof, and any remedies relating thereto, shall be construed, governed, interpreted and applied in accordance with the laws of the England and Wales, without regard to conflict of laws principles, except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent shall have been granted.

13.3 Assignment. Without the prior written consent of the other Party hereto (which may be granted at the other Party’s discretion), neither Party shall sell, transfer, assign, delegate, pledge or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided, however, that either Party hereto may assign or transfer this Agreement or any of its rights or obligations hereunder, on notice to but without the consent of the other Party (a) to any Affiliate of such Party; or (b) to any Third Party in connection with a change of control, merger, consolidation, stock sale or sale or transfer of all or substantially all of its assets to which this Agreement relates, or other similar transaction or series of transactions. Any purported assignment or transfer in violation of this Section 13.3 shall be void ab initio and of no force or effect.

13.4 Performance by Affiliates. Each Party may discharge any obligations and exercise any right hereunder through any of its Affiliates. Each Party hereby guarantees the performance by its Affiliates of such Party’s obligations under this Agreement, and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Any breach by a Party’s Affiliate of any of such Party’s obligations under this Agreement shall be deemed a breach by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party’s Affiliate.

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13.5 Force Majeure. Neither Party shall be responsible for delays resulting from causes beyond the reasonable control of such Party, including fire, explosion, flood, war, strike, or riot, provided that the nonperforming Party shall promptly give written notice to the other Party and provided further that the nonperforming Party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance under this Agreement with reasonable dispatch whenever such causes are removed. In case such force majeure event exceeds one year, the Party not affected by the force majeure may terminate this Agreement.

13.6 Amendment and Waiver. This Agreement may be amended, supplemented, or otherwise modified only by means of a written instrument signed by both Parties. Any waiver of any rights or failure to act in a specific instance shall relate only to such instance and shall not be construed as an agreement to waive any rights or fail to act in any other instance, whether or not similar.

13.7 Severability. In the event that any provision of this Agreement shall be held invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect any other provision of this Agreement, and the Parties shall negotiate in good faith to modify the Agreement to preserve (to the extent possible) their original intent. If the Parties fail to reach a modified agreement within [***] days after the relevant provision is held invalid or unenforceable, then the dispute shall be resolved in accordance with the procedures set forth in Article 12. While the dispute is pending resolution, this Agreement shall be construed as if such provision were deleted by agreement of the Parties.

13.8 Relationship of Parties. Nothing in this Agreement is intended or shall be deemed to constitute a partnership, agency, employer-employee or joint venture relationship between the Parties. No Party shall incur any debts or make any commitments for the other, except to the extent, if at all, specifically provided herein. Except under Sections 8.1 and 8.2, there are no express or implied third party beneficiaries hereunder.

13.9 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and assigns.

13.10 Counterparts: Facsimiles. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. Facsimile or PDF execution and delivery of this Agreement by either Party shall constitute a legal, valid and binding execution and delivery of this Agreement by such Party.

13.11 Headings. All headings are for convenience only and shall not affect the meaning of any provision of this Agreement.

13.12 Interpretation. The captions and headings to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. Unless context otherwise clearly requires, whenever used in this

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Agreement: (a) the words “include” or “including” shall be construed as incorporating, also, “but not limited to” or “without limitation;” (b) the word “day” or “year” means a calendar day or year unless otherwise specified; (c) the word “notice” shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (d) the words “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement (including any Exhibits); (e) the word “or” shall be construed as the inclusive meaning identified with the phrase “and/or;” (f) provisions that require that a Party or the Parties hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter or otherwise; (g) words of any gender include the other gender; (h) words using the singular or plural number also include the plural or singular number, respectively; and (i) the word “law” (or “laws”) when used herein means any applicable, legally binding statute, ordinance, resolution, regulation, code, guideline, rule, order, decree, judgment, injunction, mandate or other legally binding requirement of a government entity, together with any then-current modification, amendment and re-enactment thereof, and any legislative provision substituted therefor.

13.13 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements or understandings between the Parties relating to its subject matter, except for the Confidentiality Agreement on the terms and conditions set forth in Article 10.

[remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

KAYLA THERAPEUTICS S.A.S.	CODIAK BIOSCIENCES, INC.
By: /s/ Michele Tiraby	By: /s/ Linda C. Bain
Name: Michele Tiraby	Name: Linda C. Bain
Title: President	Title: Chief Executive Officer

Exhibit A

Disclosed STING Compounds

[***]

EXHIBIT B

LICENSED KNOW-HOW

[***]

EXHIBIT C

QUANTITIES OF [***] AND OTHER MATERIALS TO BE TRANSFERRED

[***]

EXHIBIT D

ESTIMATED DEVELOPMENT PLAN AND TIMELINES (BASED ON COMMERCIALLY

REASONABLE EFFORTS)

[***]

Exhibit 5.3

Sublicensee Payments

Example Calculations

This exhibit provides examples for determining, in the event that Codiak sublicenses the Licensed IP, whether Kayla will receive the Development Milestones described in Section 5.2 or a portion of the Sublicensee Payments as described in Section 5.3.

For the purpose of this exhibit, two examples of sublicense terms are provided. Both examples have the same total Development Milestone Payments. In the first example, the sublicense development milestone events are the same as the Development Milestone Events in this Agreement. In the second example, the sublicense development milestone events in some cases precede the Development Milestone Events in (his Agreement, and in other cases, follow the Development Milestone Events.

In the examples shown, the timing of the sublicense is assumed to be prior to the first dosing of the [***], such that Kayla would receive the [***] of the [***] (Section 5.3(a)), i.e. [***].

Methodology for Determination of Payments to Kayla

Development Milestones and sublicensee development milestones will be grouped according to the clinical trial or regulatory events with which they are associated. The groups of events are as follows:

• IND filing and Ph 1/2 patient dosing

• Pivotal Trial

• FDA, EMA, PMDA filing and approval

If the sublicensee development milestone events are the same as the Development Milestone events, than Kayla will be paid the [***]of the [***] or the [***].

For a given event group, If the sublicense milestone event occurs prior to the Development Milestone associated with that event group, then the allocated portion of the sublicense milestone will be paid and will be credited towards the payment that will be made when the associated Development Milestone occurs. If the allocated portion of the sublicense milestone is less than the associated Development Milestone, the balance of the Development Milestone will be paid when it occurs. If the allocated portion of the sublicense milestone which has been paid exceeds the associated Development Milestone, then the allocated portion of the Sublicensee Payment will have been paid in lieu of the associated Development Milestone.

For a given event group, if the associated Development Milestone precedes the sublicense milestone associated with that event group, the Development Milestone is paid when earned. If the Development Milestone is greater than the allocated portion of the associated sublicense milestone, no payment is made from the sublicense milestone. If the Development Milestone is less than the allocated sublicense milestone associated with the activity, then the difference between the allocated sublicense milestone and the Development Milestone will be paid.

Example 1: Sublicense Events are the Same as Development Milestone Events in this Agreement

[***]

Note; In above example, in each instance Kayla receives [***]of the [***] or the [***].

Example 2: Sublicense Events are Different from Development Milestone Events in this Agreement

[***]

Exhibit 9.3(a)

1. [***]

2. [***]

3. [***]

The above-referenced patent applications are rolling provisional applications and together will convert to one or more nonprovisional patent application no later than [***].

EX-10.14

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED

Exhibit 10.14

COLLABORATION AND

LICENSE AGREEMENT

by and between

CODIAK BIOSCIENCES, INC.

and

JAZZ PHARMACEUTICALS IRELAND LIMITED

TABLE OF CONTENTS

Article 1. DEFINITIONS AND INTERPRETATION		1
Section 1.1	Definitions	1
Section 1.2	Certain Rules of Interpretation in this Agreement and the Schedules	17
Article 2. RESEARCH PROGRAMS		18
Section 2.1	Objective and Conduct of the Research Programs	18
Section 2.2	Term of the Research Programs	19
Section 2.3	Work Plans; Records, Selection of Development Candidates	19
Section 2.4	Subcontracting; Performance by Affiliates	21
Section 2.5	Additional Collaboration Target, Replacement Target and Revived Collaboration Targets and Research Program	22
Section 2.6	Transition Plan	24
Section 2.7	Governance of Research Programs	24
Section 2.8	Use of Materials	27
Article 3. LICENSING		28
Section 3.1	Licenses	28
Section 3.2	Sublicensing	28
Section 3.3	Use and Licensing of Platform-Related Third Party Technologies	29
Section 3.4	Reciprocal Technology	30
Section 3.5	No License	30
Section 3.6	No Exploitation in China	30
Article 4. DEVELOPMENT		31
Section 4.1	Early Development Program	31
Section 4.2	Later Product Development	32
Section 4.3	Joint Development Program	32
Section 4.4	Development Diligence and Standards of Conduct	33
Section 4.5	Development Records and Reports	33
Section 4.6	(Sub)contracts	34
Article 5. REGULATORY MATTERS		35
Section 5.1	Regulatory Filings and Approvals	35
Section 5.2	Regulatory Costs	35
Section 5.3	Product Withdrawals and Recalls	35
Section 5.4	Cooperation with Governmental Authorities	36
Section 5.5	Standards of Conduct	36
Section 5.6	(Sub)contracts	36
Article 6. COMMERCIALIZATION		36
Section 6.1	Overview	36
Section 6.2	Commercialization in the Shared Territory after Development and Commercialization Option Exercise	36
Section 6.3	Commercialization Reports	37
Section 6.4	Sales and Distribution	37
Section 6.5	(Sub)contracts	37

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Article 7. MANUFACTURE AND SUPPLY		38
Section 7.1	Overview	38
Section 7.2	Manufacturing by Codiak for Jazz	38
Section 7.3	Manufacturing by Jazz	39
Section 7.4	Manufacturing Technology Transfer	39
Section 7.5	Manufacturing Records and Reports	40
Section 7.6	(Sub)contracts; Affiliates	40
Article 8. PAYMENTS AND RECORDS		40
Section 8.1	Upfront Fees	40
Section 8.2	Early Development Costs	40
Section 8.3	Codiak Clinical Development Costs	40
Section 8.4	Later Development Costs	41
Section 8.5	Reporting and Invoicing Development Costs and Shared Research Costs	41
Section 8.6	Budget Overages for JDPs	41
Section 8.7	Commercialization Costs; Net Profit/Net Loss	42
Section 8.8	Development Milestone Payments	42
Section 8.9	Sales Milestone Payments	43
Section 8.10	Royalties Payable	44
Section 8.11	Royalty Payment Terms	45
Section 8.12	Right to Credit or Offset	45
Section 8.13	Payment Method	45
Section 8.14	Invoices	45
Section 8.15	Late Payments	45
Section 8.16	Exchange Control	46
Section 8.17	Taxes	46
Section 8.18	Reports; Currency; Records	46
Section 8.19	Audits	47
Section 8.20	Confidential Financial Information	47
Article 9. CONFIDENTIALITY		47
Section 9.1	Non-Disclosure Obligations	47
Section 9.2	Permitted Disclosures	48
Section 9.3	Press Releases and Other Communications to Third Parties	50
Section 9.4	Publications and Presentations	51
Section 9.5	Use of Name	51
Section 9.6	Return of Confidential Information	51
Article 10. INTELLECTUAL PROPERTY		52
Section 10.1	Disclosure of Inventions	52
Section 10.2	Ownership of Intellectual Property	52
Section 10.3	Patent Prosecution and Maintenance	53
Section 10.4	Enforcement of Patent Rights	56
Section 10.5	Separate Representation	57
Section 10.6	Third Party Actions	57
Section 10.7	Invalidity or Unenforceability Defenses or Actions	58
Section 10.8	Trademarks; Domain Names	58

ii

Article 11. REPRESENTATIONS AND WARRANTIES; COVENANTS		59
Section 11.1	Mutual Representations, Warranties and Covenants	59
Section 11.2	Additional Representations and Warranties of Codiak	62
Section 11.3	Codiak’s Representations and Warranties Regarding Proposed Codiak Platform Additions	65
Section 11.4	Additional Covenants of Codiak	65
Section 11.5	DISCLAIMER OF WARRANTIES	66
Article 12. INDEMNITY; LIMITATION OF LIABILITY		66
Section 12.1	Indemnity	66
Section 12.2	Procedure	67
Section 12.3	Limitation of Liability	68
Section 12.4	Insurance	68
Article 13. TERM AND TERMINATION		68
Section 13.1	Term	68
Section 13.2	Termination by Jazz	69
Section 13.3	Termination for Cause	69
Section 13.4	License Survival Upon Insolvency	70
Section 13.5	Effects of Termination Specifically	71
Section 13.6	Survival	72
Article 14. MISCELLANEOUS		73
Section 14.1	Notices	73
Section 14.2	Dispute Resolution	74
Section 14.3	Governing Law; Jurisdiction; Venue and Service	75
Section 14.4	Service	75
Section 14.5	Entire Agreement	75
Section 14.6	Severability	76
Section 14.7	Force Majeure	76
Section 14.8	Assignment; Firewalls	76
Section 14.9	Relationship of the Parties	78
Section 14.10	Waiver and Non-Exclusion of Remedies	78
Section 14.11	Further Assurances	78
Section 14.12	No Benefit to Third Parties	78
Section 14.13	Equitable Relief	78
Section 14.14	Export Control	79
Section 14.15	Affiliates	79
Section 14.16	Counterparts	79

iii

List of Exhibits and Schedules:

Exhibits
Exhibit A	Work Plans for Initial Collaboration Targets/Initial Research Programs
Exhibit B	Form of Work Plan
Exhibit C	Financial Exhibit
Exhibit D	Royalty Rate Reduction Methodology
Exhibit E	Royalty Report Format
Schedules
Schedule 1.1.118	Initial Collaboration
Schedule 1.1.142	Targets [***]
Schedule 4.3.3	Additional Development Activities
Schedule 11.2	Codiak Schedule [***]
Schedule 11.2.5	Codiak Patent Rights
Schedule 11.2.6	Codiak In-Licenses
Schedule 11.2.10	Pre-Existing Excluded Targets

iv

COLLABORATION AND LICENSE AGREEMENT

This Collaboration and License Agreement (this “Agreement”) is entered into as of January 2, 2019 (the “Effective Date”), by and between Codiak BioSciences, Inc., a company incorporated under the laws of Delaware with offices at 500 Technology Square, 9th Floor, Cambridge, MA 02139 (“Codiak”), and Jazz Pharmaceuticals Ireland Limited, a limited liability company incorporated under the laws of Ireland, with a registered office at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland (“Jazz”). Codiak and Jazz may sometimes individually be referred to hereafter as a “Party” or, collectively, as the “Parties”.

RECITALS

WHEREAS, Codiak owns or Controls certain intellectual property rights relating to the Codiak Platform (as defined below);

WHEREAS, Codiak and Jazz wish to collaborate on Research Programs (as defined below) to explore the potential of Payload (as defined below) delivery by Exosomes (as defined below) with or without Surface Targeting Molecules (as defined below), to modulate or otherwise affect the Collaboration Targets (as defined below) subject to the terms of this Agreement (such collaboration, the “Research Collaboration”); and

WHEREAS, Jazz wishes to acquire from Codiak, and Codiak wishes to grant to Jazz, certain licenses as set forth herein, including with regard to Licensed Compounds (as defined below) and Licensed Products (as defined below) as further described herein.

NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, the Parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1.

DEFINITIONS AND INTERPRETATION

Section 1.1    Definitions. For the purposes of this Agreement, the following capitalized words and phrases will have the following meanings:

1.1.1    “Accounting Standards” means, with respect to a Party or its Affiliate or Sublicensee, GAAP or IFRS, as such Party, Affiliate or Sublicensee uses for its financial reporting obligations, in each case, consistently applied.

1.1.2    “Acting Improperly” has the meaning set forth in Section 11.1.7(b)ii.

1.1.3    “Additional Collaboration Target” has the meaning set forth in Section 2.5.1.

1.1.4    “Affiliate” of a Party means any corporation or other business entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Party for so long as such Party controls, is controlled by or is under common control with such corporation or other business entity. As used herein, the term “control” means the direct or indirect ownership of 50% or more of the stock having the right to vote for directors thereof or the ability to otherwise control the management thereof.

1.1.5    “Agreed Included Codiak Platform Addition” has the meaning set forth in Section 3.3.2.

1.1.6    “Agreement” has the meaning set forth in the introduction.

1.1.7    “Alliance Manager” has the meaning set forth in Section 2.7.2.

1.1.8    “Allowable Expenses” has the meaning set forth in Exhibit C.

1.1.9    “Allowed Overage” has the meaning set forth in Section 4.1.3.

1.1.10    “Anti-Corruption Laws” means the FCPA, as amended, the UK Bribery Act 2010, as amended, and any other applicable anti-corruption laws and laws for the prevention of fraud, racketeering, money laundering or terrorism.

1.1.11    “Applicable Law” means any law or statute, any rule or regulation (including written governmental interpretations thereof, the guidance related thereto, or the application thereof) issued by a Governmental Authority and any judicial, governmental, or administrative order, judgment, decree, or ruling, in each case as applicable to the subject matter and the parties at issue, and taking into account the countries or territories where a Party is to perform its activities and obligations hereunder and, in the case of Manufacturing activities, taking into account the requirements of the country(ies) in which the Manufactured Collaboration Candidate, Licensed Compound or Licensed Product is intended to be used.

1.1.12    “Asia/Western Pacific” [***].

1.1.13    “Backup Candidate” [***].

1.1.14    “Bankruptcy Code” has the meaning set forth in Section 13.4.

1.1.15    “Biosimilar/Generic Product” means, with respect to a Licensed Product in a country or jurisdiction, any product: (a) sold by a Third Party that has not obtained the rights to such product as a Sublicensee or distributor of, or through any other contractual relationship with, Jazz or any of its Affiliates or Sublicensees and that (b) has the same or substantially the same active pharmaceutical ingredient(s) or biological material as the Licensed Product and (c)(i) has been licensed as a biosimilar or interchangeable product by the U.S. FDA pursuant to Section 351(a) or 351(k) of the PHSA citing the Licensed Product as the reference product, (ii) has been licensed as a similar biological medicinal product by EMA pursuant to Directive 2001/83/EC, as may be amended, or any subsequent or superseding law, statute or regulation, referencing or relying on such Licensed Product, (iii) is authorized for sale in the United States pursuant to Section 505(j) of the FFDCA (21 U.S.C. 355(j), respectively), or (iv) has otherwise received Regulatory Approval as a generic, biosimilar or interchangeable product from another applicable Regulatory Authority in such country or jurisdiction, including by referencing Regulatory Approvals (or data therein) of

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such Licensed Product and (d) is approved for sale for at least one Indication that is the same as an Indication for which such Licensed Product is approved for sale in such country or jurisdiction. For the avoidance of doubt, no Authorized Biosimilar/Generic of a Licensed Product shall be deemed to be a Biosimilar/Generic Product for the purpose of this definition. For this purpose, the term “Authorized Generic/Biosimilar” means any biological product that is sold under an NDA or BLA filed by Jazz, its Affiliate or any Sublicensee for such Licensed Product.

1.1.16    “BLA” means Biologics License Application as described in 21 C.F.R § 601.2, or an equivalent FDA application.

1.1.17    “Breaching Party” has the meaning set forth in Section 13.3.1.

1.1.18    “Business Day” means a day on which national banks located in New York, New York are open for commercial banking business other than a Saturday or Sunday.

1.1.19    “Calendar Quarter” means any of the 3-month periods beginning on January 1, April 1, July 1 or October 1 of any Calendar Year, except that the first Calendar Quarter of the Term will commence on the Effective Date and end on March 31, 2019 and the last Calendar Quarter will end on the last day of the Term.

1.1.20    “Calendar Year” means (a) for the first Calendar Year, the period commencing on the Effective Date and ending on December 31 of the year during which the Effective Date occurs, (b) for the last Calendar Year, the period commencing on January 1 of the last year of the Term, and ending on the last day of the Term, and (c) each interim period of 12 months commencing on January 1 and ending on December 31.

1.1.21    “Change in Control” means with respect to a Party, (a) a merger or consolidation in which together with a Third Party (i) such Party is a constituent party, or (ii) an Affiliate of such Party is a constituent party, except in the case of either clause (i) or (ii) any such merger or consolidation involving such Party or such Affiliate of such Party in which the shares of capital stock of such entity outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or are exchanged for shares of capital stock which represent, immediately following such merger or consolidation, 50% or more by voting power of the capital stock of (A) the surviving or resulting corporation or (B) a parent corporation of such surviving or resulting corporation, whether direct or indirect; (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by such Party or an Affiliate of such Party to a Third Party of all or substantially all of the assets of such Party taken as a whole and whether owned directly or indirectly through Affiliates (except where such sale, lease, transfer, exclusive license or other disposition is to an Affiliate of such Party); or (c) any “person” or “group”, as such terms are defined in Sections 13(d) and 14(d) of the Exchange Act, in a single transaction or series of related transactions, becomes the beneficial owner as defined under the Exchange Act, directly or indirectly, whether by purchase or acquisition or agreement to act in concert or otherwise, of 50% or more by voting power of the then-outstanding capital stock or other equity interests of such Party or a subsidiary of such Party.

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1.1.22    “Claims” has the meaning set forth in Section 12.1.1.

1.1.23    “Clinical Trial” means any clinical investigation conducted on human subjects, as that term is defined in FDA regulations at 21 C.F.R. § 312.3. Without limiting the foregoing, Clinical Trials include any Phase I Clinical Trial, Phase II Clinical Trial, Phase I/II Clinical Trial, Phase III Clinical Trial, or Phase IV Clinical Trial.

1.1.24    “CMC Development” means the activities to enable Development of the Licensed Compounds and Licensed Products and design of the manufacturing process for the supply of clinical and commercial quantities of the Licensed Compounds and Licensed Products, which include manufacturing process development and scale-up, bulk production and fill/finish work associated with the supply of the Licensed Compounds and Licensed Products for Non-Clinical Studies and Clinical Trials, and related quality assurance technical support activities as well as validation and qualification of commercial manufacturing processes.

1.1.25    “CMO” means a Third Party contract manufacturing organization.

1.1.26    “Co-Promotion Agreement” has the meaning set forth in Section 6.2.1.

1.1.27     “Codiak” has the meaning set forth in the introduction.

1.1.28    “Codiak Collaboration IP” means the Codiak Collaboration Patent Rights and the Codiak Collaboration Know-How.

1.1.29    “Codiak Collaboration Know-How” means any (a) Collaboration Know-How that is first conceived, discovered, developed, or identified solely by or on behalf of Codiak and (b) any Collaboration Know-How that is Codiak Platform Know-How.

1.1.30    “Codiak Collaboration Patent Rights” means any Collaboration Patent Rights claiming any Codiak Collaboration Know-How.

1.1.31    “Codiak Executive” has the meaning set forth in Section 2.7.1(d).

1.1.32    “Codiak In-License IP” has the meaning set forth in Section 11.2.6.

1.1.33    “Codiak In-Licenses” has the meaning set forth in Section 11.2.6.

1.1.34    “Codiak Indemnitees” has the meaning set forth in Section 12.1.2.

1.1.35    “Codiak IP” means Codiak Know-How and Codiak Patent Rights, including the Codiak Collaboration IP and any other intellectual property owned or Controlled by Codiak or its Affiliates, but excluding the Joint Collaboration IP.

1.1.36    “Codiak Know-How” [***].

1.1.37    “Codiak Other Collaboration Know-How” [***].

4

1.1.38    “Codiak Other Collaboration Patent Rights” [***].

1.1.39    “Codiak Patent Rights” [***].

1.1.40    “Codiak Platform” [***].

1.1.41    “Codiak Platform Addition” [***].

1.1.42    “Codiak Platform Addition Blocking IP” has the meaning set forth in Section 3.3.2.

1.1.43    “Codiak Platform Improvement” [***].

1.1.44    “Codiak Platform Know-How” [***].

1.1.45    “Codiak Platform Patent Rights” [***].

1.1.46    “Codiak Platform Pre-Existing Technology” [***].

1.1.47    “Codiak Product-Specific Collaboration Know-How” [***].

1.1.48    “Codiak Product-Specific Collaboration Patent Rights” [***].

1.1.49    “Codiak Program Activities” has the meaning set forth in Section 2.1.3.

1.1.50    “Codiak Program Records” has the meaning set forth in Section 2.3.4.

1.1.51    “Codiak Regulatory Documentation” means Regulatory Documentation owned or Controlled by Codiak or its Affiliates as of the Effective Date or during the Term that is necessary or useful to Exploit Licensed Compounds and Licensed Products.

1.1.52    “Collaboration Candidate” means an Exosome therapeutic that is the subject of Development under the Research Collaboration, that incorporates one or more Payloads to modulate or otherwise affect a Collaboration Target, that may incorporate one or more Surface Targeting Molecules to direct the Exosomes towards a particular cell type or target location, and that is selected by the JSC pursuant to Section 2.3.6 for further Development under the Research Collaboration.

1.1.53    “Collaboration IP” [***].

1.1.54    “Collaboration Know-How” [***].

1.1.55    “Collaboration Patent Rights” [***].

5

1.1.56    “Collaboration Target Designation Notice” means a notice delivered by Jazz pursuant to Section 2.5.1 designating an Additional Collaboration Target, Replacement Target, or Revived Target, as applicable.

1.1.57    “Collaboration Targets” means the Initial Collaboration Targets and the Additional Collaboration Target, Replacement Target, and Revived Targets, if any.

1.1.58    “Combination Product” means any biopharmaceutical preparation in final form containing one or more Licensed Compound(s) in combination with (a) one or more other active ingredient(s) that are not Licensed Compounds, sold either as a fixed dose/unit or as separate doses/units in a single package or (b) one or more device(s), service(s) or other item(s) of value as a single package (such other active ingredients, devices or other items of value, “Other Items”).

1.1.59    “Commercial Budget” has the meaning set forth in Section 6.2.2.

1.1.60    “Commercialize” or “Commercializing” means to market, promote, distribute, use, have used, offer for sale, sell, have sold, import, have imported, export, have exported or otherwise exploit a compound or product other than for Development or Manufacturing purposes. When used as a noun, “Commercialization” means any and all activities involved in Commercializing.

1.1.61    “Commercially Reasonable Efforts” [***].

1.1.62    “Compound” has the meaning set forth in Section 2.1.1.

1.1.63    “Confidential Information” has the meaning set forth in Section 9.1.

1.1.64    “Control” means, with respect to any information, Regulatory Documentation, material, Know-How, Patent Rights, or other intellectual property rights, possession of the right, whether directly or indirectly, and whether by ownership, license or otherwise, to assign or grant a license, sublicense or other right to or under such information, Regulatory Documentation, material, Know-How, Patent Rights or other intellectual property rights to the extent that it does not violate the terms of any written agreement with any Third Party existing as of the date of such assignment or such grant, as applicable. “Controlled” and “Controlling” have corresponding meanings. For clarity, a Person may Control in-licensed intellectual property rights from a Third Party even if such Person’s (sub)license to such intellectual property rights is non-exclusive or otherwise more limited than the sublicenses, if any, granted by such Person hereunder in respect of such in-licensed intellectual property rights, provided that the sublicenses, if any, granted hereunder in respect of such in-licensed intellectual property rights will be limited to the extent and scope of the (sub)license granted by the licensor Third Party.

1.1.65    “Cover,” “Covering,” or “Covered” means, with respect to a product, technology, process or method and the relevant Patent Right, that, but for a license granted to a Person under a claim included in such Patent Right or ownership of such Patent Right, the Exploitation by such Person of such product, technology, process or method, would infringe such claim or, in the case of a Patent Right that is a patent application, would infringe a claim in such patent application if it were to issue as a patent.

6

1.1.66    “Covered Results” has the meaning set forth in Section 9.4.

1.1.67    “Deemed Included Codiak Platform Addition” has the meaning set forth in Section 3.3.2.

1.1.68    “Designatable Target” has the meaning set forth in Section 2.5.1.

1.1.69    “Develop” or “Developing” means to discover, research or otherwise develop a process, compound or product, including conducting non-clinical and clinical research and development activities. When used as a noun, “Development” means any and all activities involved in Developing.

1.1.70    “Development and Commercialization License” has the meaning set forth in Section 3.1.1.

1.1.71    “Development and Commercialization Option” has the meaning set forth in Section 4.3.1.

1.1.72    “Development Budget” means the budget associated with the applicable EDP or JDP, as applicable, detailing the anticipated Development Costs and having been approved by the JSC.

1.1.73    “Development Candidate” means a Collaboration Candidate which has been designated by the JSC to advance to IND-Enabling Studies pursuant to Section 2.3.6.

1.1.74    “Development Candidate Decision Point” means, with respect to a Collaboration Candidate, the date of selection as a Development Candidate.

1.1.75    “Development Costs” [***].

1.1.76    “Development Information” has the meaning set forth in Section 9.3.

1.1.77    “Discontinued Target” has the meaning set forth in Section 2.2.

1.1.78    “Distributor” means any Third Party appointed by Jazz or any of its Affiliates or its or their Sublicensees to distribute, market and sell Licensed Product(s), with or without packaging rights, in one or more countries in the Territory.

1.1.79    “Drug Approval Application” means a BLA (or NDA, if applicable) or any corresponding foreign application, including, with respect to a country in Europe, a marketing authorization application filed with the EMA pursuant to the centralized approval procedure.

1.1.80    “Drug Approval Application Acceptance” means the receipt of notice from the relevant Regulatory Authority that a Drug Approval Application for a Licensed

7

Product has been accepted for filing. In jurisdictions in which a notice of such acceptance is not provided by the Regulatory Authority in the normal course, Drug Approval Application Acceptance means such other reasonable indicia of acceptance by the relevant Regulatory Authority of a Drug Approval Application for a Licensed Product as are customarily relied upon by global pharmaceutical and biotechnology companies in respect of such Regulatory Authority.

1.1.81    “Drug Master File” means a voluntary submission to the FDA that may be used to provide confidential, detailed information about any aspect of the Manufacturing of any Licensed Compound or Licensed Product (including the facilities used therefor).

1.1.82    “Early Development Plan” or “EDP” has the meaning set forth in Section 4.1.1.

1.1.83    “Early Development Program” has the meaning set forth in Section 4.1.1.

1.1.84    “Effective Date” has the meaning set forth in the introduction.

1.1.85    “Electronic Data Room” has the meaning set forth in Section 2.3.5.

1.1.86    “EMA” means the European Medicines Agency, or any successor agency thereto.

1.1.87    “Employment Cost Index” [***].

1.1.88    “European Union” means the economic, scientific and political organization of member states as it is constituted as of the Effective Date, whether or not any such member state (including the United Kingdom) may leave the European Union following such date, and any member states that may be added to the European Union from time to time following such date.

1.1.89    “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules thereunder.

1.1.90    “Excluded Codiak Platform Addition” has the meaning set forth in Section 3.3.2.

1.1.91    “Excluded Target” [***].

1.1.92    “Exosome” means a biological vesicle that is produced by any cell, including any eukaryotic cell, and that is characterized by a lipid-rich membrane enclosing an inner volume. Exosomes are produced by cells via, for example, but not limited to, export from the multivesicular body or through direct budding of the plasma membrane. For the avoidance of doubt, Exosomes include vesicles that are naturally produced by cells or caused to be produced by cells through direct or indirect synthetic manipulation.

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1.1.93    “Exploit” means make, have made, import, use, sell or offer for sale or otherwise exploit, including to Develop, Commercialize, register, Manufacture, have Manufactured, hold or keep (whether for disposal or otherwise), have used, export, transport, distribute, promote, market or have sold or otherwise dispose of. “Exploitation” means the act of Exploiting.

1.1.94    “Extensions” has the meaning set forth in Section 10.3.5(a).

1.1.95    “FCPA” means the U.S. Foreign Corrupt Practices Act (15 U.S.C. § 78dd-1, et seq.) as amended.

1.1.96    “FDA” means the United States Food and Drug Administration, and any successor agency thereto.

1.1.97    “FDA’s Positive Response” [***].

1.1.98    “FFDCA” means the United States Federal Food, Drug, and Cosmetic Act, 21 U.S.C. 301, et. seq., as it may be amended from time to time, and the rules, regulations, guidance, guidelines, and requirements promulgated or issued thereunder.

1.1.99    “Field” means all uses of the applicable Licensed Compounds or Licensed Products, including diagnostic, prophylactic, or therapeutic use in humans.

1.1.100    “First Commercial Sale” means, with respect to any Licensed Product and with respect to any country or jurisdiction in the Territory, the first commercial sale of a Licensed Product by Jazz, its Affiliates or Sublicensees to a Third Party in or for such country or jurisdiction for monetary value after Regulatory Approval for such Licensed Product has been obtained in such country or jurisdiction for use or consumption of such Licensed Product in such country or jurisdiction; provided that sales for clinical study purposes or compassionate, named patient or similar use will not constitute a First Commercial Sale if such Licensed Product is supplied without charge.

1.1.101    “First Sales Milestone” has the meaning set forth in Section 8.9.

1.1.102    “Force Majeure” has the meaning set forth in Section 14.7

1.1.103    “FTE” means a full time equivalent person year [***] of work performing Development or other activities under this Agreement. Indirect personnel (including support functions such as managerial, financial, legal or business development) will not constitute FTEs. Notwithstanding the foregoing, the time of a single individual will not account for more than one FTE for a given Calendar Year.

1.1.104    “FTE Costs” means for a given period, the product of (a) the total FTEs (proportionately, on a per-FTE basis) dedicated, actually applied and reported as being applied by personnel of a Party or its Affiliates in the particular period to the performance of the activities allocated to such Party under and in accordance with the applicable Work Plan and associated budget, and (b) the FTE Rate.

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1.1.105    “FTE Rate” means, [***]. The reported actual time spent shall be substantiated by a time tracking system consistently applied.

1.1.106    “Future Acquirer” means a Third Party that is, or whose Affiliate is, a counterparty to a transaction or series of transactions effecting a Change in Control involving a Party.

1.1.107    “Government Official” means (a) any officer, de facto official, employee (including physician, hospital administrator, or other healthcare professional), agent, or representative of a department, agency, instrumentality or subdivision of any government, military or international organization, including any ministry or department of health or any state-owned or affiliated company or hospital, or (b) any candidate for political office, any political party or any official of a political party.

1.1.108    “Governmental Authority” means any applicable multinational, federal, state, local, municipal or other government authority of any nature (including any governmental division, prefecture, subdivision, department, agency, bureau, branch, office, commission, council, court or other tribunal).

1.1.109    “Included Codiak Platform Additions” [***].

1.1.110    “IND” means (a) in the United States, an Investigational New Drug Application, as defined in the FFDCA, that is required to be filed with the FDA before conducting a Clinical Trial (including all supplements and amendments that may be filed with respect to the foregoing); and (b) any foreign counterpart of the foregoing.

1.1.111    “IND Acceptance” means the earlier of (a) the day following the last day on which the applicable Regulatory Authority may object to an IND submission, provided that no clinical hold is then in place, or (b) the day on which the applicable Regulatory Authority affirmatively accepts an IND submission and notifies the applicable Party it may proceed with Clinical Trials pursuant to such IND. For example, in the United States, in the event that the FDA does not make any objection within 30 calendar days from the IND submission, then IND Acceptance of such IND would occur 31 calendar days from the date of the IND submission. For the avoidance of doubt, if the FDA objects to an IND submission within such 30 day period, then IND Acceptance of such IND shall occur only after such objection is overcome.

1.1.112    “IND-Enabling Studies” means, in respect of a Development Candidate, any and all studies that may be required for filing an IND with a Regulatory Authority, including ADME (absorption, distribution, metabolism, and excretion) studies and GLP (good laboratory practice) toxicology studies, or studies required for the preparation of the CMC (chemistry, manufacturing, and controls) section of such IND, including but not limited to studies relating to analytical methods and purity analysis, and formulation and Manufacturing development studies, all as necessary to obtain the permission of the Regulatory Authority in order to initiate first in human Clinical Trials for such Development Candidate.

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1.1.113    “Indemnitee” has the meaning set forth in Section 12.2.1.

1.1.114    “Indemnitor” has the meaning set forth in Section 12.2.1.

1.1.115    “Indication” means a distinct disease state or medical condition. For the avoidance of doubt, all clinical variants of a single disease or condition, whether classified by sub-indication, sub-type, stage, severity or patient population, will be the same Indication.

1.1.116    “Infringement” has the meaning set forth in Section 10.4.1.

1.1.117    “Infringement Notice” has the meaning set forth in Section 10.4.1.

1.1.118    “Initial Collaboration Targets” means those first four Collaboration Targets set forth on Schedule 1.1.118.

1.1.119    “Initial Research Programs” means the Research Programs conducted with respect to the Initial Collaboration Targets pursuant to those Work Plans included in the Research Plan attached hereto as Exhibit A.

1.1.120    “Initiation” means, with respect to a Clinical Trial, the dosing of the first patient with a Licensed Product pursuant to the clinical protocol for the specified Clinical Trial.

1.1.121    “Jazz” has the meaning set forth in the introduction.

1.1.122    “Jazz Anti-Corruption Termination” means any termination by Jazz of this Agreement, in whole or in part, pursuant to Section 13.3, if Jazz’s right to so terminate arose in whole or in part due to a breach by Codiak of Section 11.1.7(b).

1.1.123    “Jazz Collaboration IP” [***].

1.1.124    “Jazz Collaboration Know-How” [***].

1.1.125    “Jazz Collaboration Patent Rights” [***].

1.1.126     “Jazz Executive” has the meaning set forth in Section 2.7.1(d).

1.1.127    “Jazz Indemnitees” has the meaning set forth in Section 12.1.1.

1.1.128    “[***]” has the meaning set forth in Section 3.3.1.

1.1.129    “Jazz IP” [***].

1.1.130    “Jazz Know-How” [***].

1.1.131    “Jazz Patent Rights” [***].

1.1.132    “Joint Collaboration IP” [***].

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1.1.133    “Joint Collaboration Know-How” [***].

1.1.134    “Joint Collaboration Patent Rights” [***].

1.1.135    “Joint Development Plan” or “JDP” has the meaning set forth in Section 4.3.3.

1.1.136    “Joint Development Program” has the meaning set forth in Section 4.3.3.

1.1.137    “Joint Steering Committee” or “JSC” has the meaning set forth in Section 2.7.1(a).

1.1.138    “Know-How” means any and all information and materials, including discoveries, inventory, information, regulatory filings, processes, formulae, data, inventions (whether patentable or not), invention disclosures, know-how and trade secrets (whether patentable or not), including all chemical, pharmaceutical, toxicological, biochemical, and biological, technical and non-technical data, and information relating to the results of tests, assays, methods, and processes, and specifications or other documents containing information and related data, and any preclinical, clinical, assay control, manufacturing, regulatory, and any other data or information.

1.1.139    “Lead Regulatory Party” has the meaning set forth in Section 5.1.1.

1.1.140    “Liabilities” has the meaning set forth in Section 12.1.1.

1.1.141    “Licensed Compound” means any Compound that is a Collaboration Candidate or that was generated using the Codiak Platform Know-How or Codiak Platform Patent Rights and is designed to modulate or otherwise affect a Collaboration Target.

1.1.142    “Licensed IP” [***].

1.1.143    “Licensed Product” means any product, including any Combination Product, that contains a Licensed Compound.

1.1.144    “Liens” means any lien, pledge, encumbrance, or claim of ownership (excluding any license rights granted as of the Effective Date under the Codiak In-Licenses).

1.1.145    “Major European Country” means [***].

1.1.146    “Manufacture” or “Manufacturing” means to make, have made, produce, manufacture, process, fill, finish, package, label, perform quality assurance testing, release, ship or store a compound or product or any intermediate or component thereof. When used as a noun, “Manufacture” or “Manufacturing” means any and all activities involved in Manufacturing a compound or product or any intermediate or component thereof, and “Manufacturer” means a Person engaged in Manufacturing activities.

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1.1.147    “NDA” means a New Drug Application filed in accordance with section 505(b)(1) of the FFDCA and applicable regulations and requirements of the FDA as from time to time amended and in effect.

1.1.148    “Net Profits/Net Losses” has the meaning set forth in Exhibit C and shall be calculated in accordance with such Exhibit.

1.1.149    “Net Sales” means, with respect to a Licensed Product for any period, the gross amount billed or invoiced by Jazz, its Affiliates or its Sublicensees for the sale of a Licensed Product to Third Parties (including Distributors) commencing with the First Commercial Sale of such Licensed Product, less the following to the extent actually incurred, allowed, accrued or specifically allocated: [***].

1.1.150    “Non-Clinical Studies” means all non-human studies of Licensed Compounds and Licensed Products.

1.1.151    “Non-Optioned Product” means any Licensed Product that is not an Optioned Product.

1.1.152    “North America” means the United States, Canada and Mexico.

1.1.153    “Notice of Dispute” has the meaning set forth in Section 14.2.1.

1.1.154    “Notice Period” has the meaning set forth in Section 13.3.1.

1.1.155    “Optioned Product” means a Licensed Product for which Codiak has exercised its Development and Commercialization Option, and Jazz has not exercised its one-time veto with respect to the exercise of such option, all pursuant to Section 4.3.1.

1.1.156    “Other Items” has the meaning set forth in the definition of Combination Product.

1.1.157    “Parties” has the meaning set forth in the introduction.

1.1.158    “Party Representatives” has the meaning set forth in Section 11.1.7(b).

1.1.159    “Patent Right” means any and all national, regional and international (a) issued patents and pending patent applications (including provisional patent applications), (b) patent applications filed either from the foregoing or from an application claiming priority to the foregoing, including all provisional applications, converted provisionals, substitutions, continuations, continuations-in-part, divisions, renewals and continued prosecution applications, and all patents granted thereon, (c) patents-of-addition, revalidations, reissues, reexaminations and extensions or restorations by existing or future extension or restoration mechanisms, including patent term adjustments, patent term extensions, supplementary protection certificates or the equivalent thereof, (d) inventor’s certificates, utility models, petty patents, innovation patents and design patents, (e) other forms of government-issued rights

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substantially similar to any of the foregoing, including so-called pipeline protection or any importation, revalidation, confirmation or introduction patent or registration patent or patent of additions to any of such foregoing and (f) United States and foreign counterparts of any of the foregoing.

1.1.160    “Payload” means any therapeutic molecule that may be delivered by an Exosome. For clarity, a Surface Targeting Molecule is not a Payload.

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

1.1.162    “Phase I Clinical Trial” means a Clinical Trial of a Licensed Product that generally provides for the first introduction into humans of such Licensed Product, with the primary purpose of determining metabolism and pharmacokinetic properties and side effects of such product, in a manner that is generally consistent with 21 C.F.R. § 312.21(a), as amended (or its successor regulation), excluding any investigator-initiated Clinical Trials.

1.1.163    “Phase I/II Clinical Trial” means a combined Clinical Trial that constitutes both a Phase I Clinical Trial and a Phase II Clinical Trial.

1.1.164    “Phase II Clinical Trial” means a Clinical Trial of a Licensed Product conducted on a sufficient number of subjects for evaluating (and the principal purpose of which is to evaluate) the effectiveness of a pharmaceutical product for its particular intended use and for obtaining (and to obtain) information about side effects and other risks associated with the drug, in a manner that is generally consistent with 21 C.F.R. § 312.21(b), as amended (or its successor regulation), or a similar clinical study prescribed by the Regulatory Authorities in a country or jurisdiction outside the United States, to permit the design of further clinical trials of such Licensed Product, excluding any investigator-initiated Clinical Trials.

1.1.165    “Phase III Clinical Trial” means a pivotal Clinical Trial of a Licensed Product with a defined dose or a set of defined doses of such Licensed Product and conducted by or on behalf of Jazz, its Affiliates or Sublicensees on a sufficient number of subjects for ascertaining (and that is designed to ascertain) the overall risk-benefit relationship of the Licensed Product for its intended use and for determining (and to determine) warnings, precautions, and adverse reactions that are associated with such Licensed Product in the dosage range to be prescribed, in a manner that is generally consistent with 21 C.F.R. § 312.21(c), as amended (or its successor regulation), or a similar clinical study prescribed by the Regulatory Authorities in a country or jurisdiction outside the United States, which trial is necessary to support Regulatory Approval of such Licensed Product, excluding any investigator-initiated Clinical Trials.

1.1.166    “Phase IV Clinical Trial” means a Clinical Trial of a Licensed Product that constitutes (a) a post-marketing requirement of a Regulatory Authority to, or a commitment to a Regulatory Authority that is required to, maintain any Regulatory Approval given by such Regulatory Authority for the Licensed Product, or (b) any other post-marketing studies undertaken in respect of the Licensed Product that may not be required by a Regulatory Authority.

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1.1.167    “PHSA” means the United States Public Health Service Act, as may be amended, or any subsequent or superseding law, statute or regulation.

1.1.168    “PMDA” means the Pharmaceutical and Medical Devices Agency of Japan or any successor agency or authority thereto.

1.1.169    “Pre-Existing Excluded Target” has the meaning set forth in Section 11.2.10.

1.1.170    “Product Information” has the meaning set forth in Section 9.1.

1.1.171    “Product Trademarks” has the meaning set forth in Section 10.8.

1.1.172    “Profit Share Term” has the meaning set forth in Section 13.1.

1.1.173    “Proposed Codiak Platform Addition” has the meaning set forth in Section 3.3.2.

1.1.174    “Reciprocal Codiak Partner Technology” [***].

1.1.175    “Reciprocal Jazz Partner Technology” [***].

1.1.176    “Region” means each of the following: (a) North America, (b) the European Union (as it is constituted as of the effective date of termination, but excluding the United Kingdom), (c) the United Kingdom, (d) Asia/Western Pacific, and (e) all other countries in the Territory that are not included in the foregoing clauses (a), (b), (c), or (d).

1.1.177    “Regulatory Approval” means, with respect to a country or jurisdiction, any and all approvals (including Drug Approval Applications), licenses, registrations or authorizations of any Regulatory Authority necessary to commercially distribute, sell or market a Licensed Product in such country or jurisdiction.

1.1.178    “Regulatory Authority” means, with respect to a country or jurisdiction in the Territory, any national (e.g., the FDA), supra-national (e.g., the European Commission, the Council of the European Union, or the EMA), regional, state or local regulatory agency, department, bureau, commission, council or other Governmental Authority involved in the granting of a Regulatory Approval or otherwise exercising authority with respect to biopharmaceutical products in such country or jurisdiction.

1.1.179    “Regulatory Documentation” means all (a) applications (including all BLAs or INDs), registrations, licenses, authorizations and approvals (including Regulatory Approvals), (b) correspondence and reports submitted to or received from Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory Authority) and all supporting documents with respect thereto, including all adverse event files and complaint files, (c) clinical and other data contained, referenced or otherwise relied upon in any of the foregoing, and (d) any Drug Master File.

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1.1.180    “Regulatory Materials” means regulatory applications, submissions, notifications, correspondences, registrations, Regulatory Approvals or other filings made to or with, or other approvals granted by, a Regulatory Authority that are necessary or reasonably desirable in order to Develop, Manufacture, or Commercialize a Licensed Compound or Licensed Product in a particular country or regulatory jurisdiction.

1.1.181    “Replacement Target” has the meaning set forth in Section 2.5.1(b).

1.1.182    “Research Collaboration” has the meaning set forth in the recitals.

1.1.183    “Research Collaboration Materials” means any materials needed or used for the Research Collaboration.

1.1.184    “Research Plan” collectively means all Work Plans.

1.1.185    “Research Program” means each research program, including the Initial Research Programs, conducted under ARTICLE II pursuant to a Work Plan.

1.1.186    “Research Program Materials” means any materials provided by one Party to the other Party in connection with the performance of a Work Plan.

1.1.187    “Research Program Term” has the meaning set forth in Section 2.2.

1.1.188    “Revived Target” has the meaning set forth in Section 2.5.1(c).

1.1.189    “ROW” means all countries of the world other than the Shared Territory.

1.1.190    “Royalty Report” has the meaning set forth in Section 8.18.1.

1.1.191    “Royalty Term” [***].

1.1.192    “SDEA” has the meaning set forth in Section 11.1.8.

1.1.193    “Second Sales Milestone” has the meaning set forth in Section 8.9.

1.1.194    “Shared Required Development” has the meaning set forth in Schedule 4.3.3.

1.1.195    “Shared Research Costs” has the meaning set forth in Section 2.1.3.

1.1.196    “Shared Territory” means the United States and Canada.

1.1.197    “Shared Territory Commercialization Plan” has the meaning set forth in Section 6.2.2.

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1.1.198    “Sublicensee” means any Third Party that is granted a sublicense (whether directly or through multiple tiers) under Section 3.1.1 by Jazz or its Affiliate in accordance with the terms of this Agreement to Commercialize one or more Licensed Products.

1.1.199    “Successful Ph 1/2 POC” [***].

1.1.200    “Surface Targeting Molecule” means any molecule that has the primary purpose of directing an Exosome to a particular location or cell type.

1.1.201    “Target” means any protein, peptide, polypeptide, nucleotide, polynucleotide, ribonucleotide, polyribonucleotide, carbohydrate, lipid, or combination or association of the foregoing, including any such molecules that are secreted, membrane-associated, extracellular, or intracellular, of any species.

1.1.202    “Term” has the meaning set forth in Section 13.1.

1.1.203    “Territory” means all countries and jurisdictions in the world.

1.1.204    “Third Party” means any person or entity other than the Parties and their respective Affiliates, officers, directors, employees, agents or subcontractors.

1.1.205    “Third Party Action” has the meaning set forth in Section 10.6.1.

1.1.206    “United States” means the United States of America, including Puerto Rico and its other territories and possessions.

1.1.207    “Valid Claim” means a composition of matter or use or method of manufacture claim contained in (a) an issued and unexpired Codiak Patent Right or Joint Collaboration Patent Right that Covers the manufacture, use, sale or importation in or into the relevant country of the applicable Licensed Product, which claim has not been held unenforceable, unpatentable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and which has not been admitted to be invalid or unenforceable through abandonment, reissue, disclaimer or otherwise; or (b) [***] from the earliest applicable priority date and that, if issued, would Cover the manufacture, use, sale or importation in or into the relevant country of the applicable Licensed Product; provided that, if a claim ceases to be a Valid Claim by reason of the foregoing subclause (b), then such claim shall again be deemed a Valid Claim in the event such claim subsequently issues.

1.1.208    “Work Plan” means, with respect to any Research Program, the written work plan for conducting such Research Program as further described in Section 2.3.

Section 1.2    Certain Rules of Interpretation in this Agreement and the Schedules.

1.2.1    Except where the context otherwise requires, wherever used, the singular will include the plural, the plural the singular, the use of any gender will be

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applicable to all genders and the word “or” is used in the inclusive sense (and/or). The words “include” and “including” have the inclusive meaning frequently identified with the phrases “without limitation” and “but not limited to”. The words “shall” and “will” have the same meaning. Whenever this Agreement refers to a number of days, unless otherwise specified, such number refers to calendar days. Unless otherwise specified, deadlines within which any payment is to be made or act is to be done within or following a specified time period after a date will be calculated by excluding the day or Business Day of such date, as applicable, and including the day or Business Day, as applicable, of the date on which the period ends. Whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such payment will be made or action taken on the next Business Day following such day to make such payment or do such act.

1.2.2    The preamble to this Agreement and the descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of this Agreement or of such Articles or Sections. Unless otherwise specified, references in this Agreement to any Article, Section, Exhibit or Schedule are references to such Article, Section, Exhibit or Schedule of this Agreement.

ARTICLE 2.

RESEARCH PROGRAMS

Section 2.1    Objective and Conduct of the Research Programs.

2.1.1    Objective. The purpose of each Research Program will be to identify and evaluate Exosome therapeutics that incorporate one or more Payloads to modulate or otherwise affect a Collaboration Target, and that may incorporate one or more Surface Targeting Molecules to direct the Exosomes towards a particular cell type or target location (a “Compound”). Such Compounds may be selected as Collaboration Candidates for further Development, Manufacture, Commercialization and other Exploitation under this Agreement.

2.1.2    Standards of Conduct. Codiak will, and will cause its Affiliates to, conduct its activities under the Research Programs in accordance with the applicable Work Plan(s), the terms of this Agreement and Applicable Law, and according to current scientific standards in the biopharmaceutical industry.

2.1.3    Activities; Research Program Materials; Costs. During each of the Research Program Terms, Codiak will, and will cause its Affiliates to, (a) make available to Jazz and its Affiliates, for the purposes of the relevant Research Program, and perform each Work Plan using, related Codiak Know-How, (b) make available to Jazz and its Affiliates, and use for the purposes of the applicable Research Program, the Collaboration Candidates and other Research Program Materials that are specified in the applicable Work Plan or reasonably requested by Jazz, and (c) use Commercially Reasonable Efforts to conduct such activities as are assigned to Codiak under the relevant Work Plans within the timelines contained therein (such activities, “Codiak Program Activities”). Codiak will bear the costs and expenses in connection with its performance of the Codiak Program Activities for the first [***] Collaboration Targets and for a Replacement Target selected in accordance with

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Section 2.5.1. Subsequent to the first [***] Collaboration Targets, in the case of a Revived Target, each Party will be responsible for [***] of the Development Costs, including [***] (the “Shared Research Costs”), subject to a mutually determined budget.

2.1.4    Codiak IP Updates. On a Research Program-by-Research Program basis, during the applicable Research Program Term, Codiak will, and will cause its Affiliates to, through the JSC, as practicable, keep Jazz apprised of any Codiak IP that comes under the Control of Codiak or its Affiliates and that could reasonably be necessary or useful in the conduct of the relevant Research Program or the Development of Collaboration Candidates or Licensed Products arising out of such Research Program.

Section 2.2    Term of the Research Programs. The term of each Initial Research Program will commence on the Effective Date, and the term of each subsequent Research Program will commence on the date of delivery of the applicable Collaboration Target Designation Notice (or, in the case of a new Research Program initiated pursuant to Section 2.5.2, on the date of such initiation), as applicable, and the term of each Research Program will continue, on a Research Program-by-Research Program basis, until the earliest of (a) unless otherwise agreed by the Parties in writing, the Development Candidate Decision Point for a Collaboration Candidate in respect of the applicable Collaboration Target, (b) the termination of this Agreement with respect to the applicable Collaboration Target or Research Program, or (c) the termination of the Research Program by mutual agreement of the Parties pursuant to this Section 2.2 (each such period, a “Research Program Term”). In the case of clause (c) of the previous sentence, the applicable Collaboration Target shall be deemed to be a “Discontinued Target” for all purposes hereunder. In respect of a Research Program for which Jazz is not obligated pursuant to Section 2.1.3 to reimburse Codiak for any Shared Research Costs, in the event that Codiak reasonably believes that, based on reasonable scientific judgment, such Research Program will not succeed, then Codiak will discuss with Jazz, including the feasibility of Jazz continuing such Research Program. If the Parties agree to terminate such Research Program, with Jazz’s consent not to be unreasonably withheld, such Research Program will be terminated, and the applicable Collaboration Target will, unless such Target becomes a Revived Target, be considered a failed Target for purposes of determining whether Jazz is entitled to name a Replacement Target pursuant to Section 2.5.1(b). In respect of a Research Program for which Jazz is obligated pursuant to Section 2.1.3 to reimburse Codiak for any Shared Research Costs, in the event that either Party reasonably believes that, based on reasonable scientific judgment, such Research Program will not succeed, then such Party will discuss with the other Party, including the feasibility of the other Party continuing such Research Program. If the Parties agree to terminate such Research Program, with neither Party’s consent to be unreasonably withheld, such Research Program will be terminated, and the applicable Collaboration Target will, unless such Target becomes a Revived Target, be considered a failed Target for purposes of determining whether Jazz is entitled to name a Replacement Target pursuant to Section 2.5.1(b).

Section 2.3    Work Plans; Records, Selection of Development Candidates.

2.3.1    Work Plans. The Work Plans for each Initial Research Program are attached hereto as Exhibit A. The Work Plans for the other Research Programs for the

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Additional Collaboration Target, Replacement Target and Revived Targets, if applicable, will be substantially in the form of the form of Work Plan attached hereto as Exhibit B, or as otherwise agreed in writing by the Parties.

2.3.2    Work Plan Contents. Each Work Plan will (a) provide a framework for the applicable Research Program and (b) set forth (i) the objectives of the Research Program, which will be consistent with the objectives of the Research Collaboration as set forth in the recitals and Section 2.1, (ii) the specific Codiak Program Activities to be undertaken to achieve those objectives, (iii) an estimated timeline for the completion of each such Codiak Program Activity, (iv) any Codiak Platform Know-How or Codiak Platform Patent Rights (A) to be used by Codiak or its Affiliates under such Work Plan, or (B) to be transferred to Jazz or its Affiliates in connection with the Work Plan, (v) if the applicable Collaboration Target is not one of the first [***] Collaboration Targets, an itemized budget for the estimated internal FTE Costs and out-of-pocket external costs and expenses expected to be incurred by Codiak and its Affiliates with respect to such Work Plan in the form of (and showing the level of detail as set forth in) the budget included in Exhibit B, including any Codiak Program Activities specified therein that are anticipated to be conducted by (sub)contractors, (vi) the Research Program Materials to be used or made available during the Research Program Term, (vii) any Jazz Know-How to be transferred to Codiak because it is necessary for Codiak to perform the Codiak Program Activities, and (viii) such further terms and conditions that the Parties may agree to be applicable to the Research Program (including their rights and obligations with respect thereto).

2.3.3    Approval of Work Plan(s) for Additional Target(s); Work Plan Amendments. Upon Jazz’s delivery of a Collaboration Target Designation Notice, the JSC will approve a mutually agreed upon new Work Plan, which will be added to the Research Plan and be deemed to be a Work Plan hereunder. The JSC will review and may approve modifications to each Work Plan from time to time, provided that (a) any reduction in the activities specified in the Work Plan or the scope of the Work Plan may be made only by mutual agreement between the Parties, with Jazz’s consent not to be unreasonably withheld, and with Codiak’s consent not to be unreasonably withheld if Jazz is obligated pursuant to Section 2.1.3 to reimburse Codiak for any Shared Research Costs in respect of the Work Plan, and (b) Codiak may expand the activities under the Work Plan or the scope of the Work Plan without Jazz’s consent, provided that such expansion does not result in additional financial obligations for Jazz, including, for clarity, in connection with reimbursement of Codiak for Shared Research Costs in respect of the Work Plan pursuant to Section 2.1.3.

2.3.4    Records and Reports. Codiak will, and will cause its Affiliates to, maintain, in good scientific manner and in a format which complies with Applicable Law and regulatory requirements, complete and accurate books and records (which may be kept in an electronic or digital format which is essentially the same as the format Codiak uses for its own research data) pertaining to its activities under each Work Plan, in sufficient detail to verify compliance with its obligations under this Agreement and which books and records will (a) be appropriate for patent and regulatory purposes, (b) be kept and maintained in compliance with Applicable Law, (c) properly reflect all work done and results achieved in the performance of its activities hereunder and (d) record only such activities and not include or be commingled

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with records of activities outside the scope of this Agreement (such books and records, “Codiak Program Records”). As part of keeping the Codiak Program Records, Codiak will ensure that all of the personnel and agents of Codiak and its Affiliates that are involved in any Research Program will keep accurate laboratory notebooks, which laboratory notebooks will be duly signed and dated. Such Codiak Program Records will be retained by Codiak and its Affiliates for at least [***] after the expiration or termination of this Agreement in its entirety or for such longer period as may be required by Applicable Law. During the Term, Jazz will have the right, during normal business hours and upon reasonable notice, to inspect and copy all Codiak Program Records. Codiak will provide the Joint Steering Committee with detailed reports relating to the activities of Codiak and its Affiliates under each Research Program each Calendar Quarter of the applicable Research Program Term.

2.3.5    Electronic Data Room. As of the start of each Research Program Term, on a Research Program-by-Research Program basis, Codiak will host an electronic data room or SharePoint Web site onto which Codiak and its Affiliates will upload certain relevant information and documentation relating to the Research Program (the “Electronic Data Room”). The Electronic Data Room will contain information reasonably calculated to keep Jazz apprised of the progress of the Research Program and will consist of the following: (a) all reports describing material results generated by Codiak or its Affiliates during the Research Program Term, taking into account Codiak’s usual procedures for processing, validating and ensuring quality control of raw research data (with the intention being that any such reports containing processed, validated and quality controlled data will be made available within the Electronic Data Room essentially at the same time as they become available to Codiak or its Affiliates or as soon as possible thereafter), (b) material research protocols, (c) material manufacturing assays and analytics, (d) material agreements with Third Parties relevant to the Research Program (subject to confidentiality provisions therein), and (e) other material information as mutually agreed upon by the Parties. For clarity, raw research data not contained in research reports will not be uploaded into the Electronic Data Room. Jazz and its Affiliates will be entitled, but not required, to upload information or documentation relating to the Research Program to the Electronic Data Room and to download information or documentation uploaded by Codiak or its Affiliates. Unless otherwise agreed, such data room will be fully accessible by Jazz and its Affiliates during the Term. In the event that, during the applicable Research Program Term, Codiak intends to shut down such dataroom for any period of time or permanently, it shall notify Jazz in advance and provide to Jazz and its Affiliates a copy of the contents of the Electronic Data Room prior to shutting down such data room.

2.3.6    Selection of Collaboration Candidates; Designation of Development Candidates. The JSC will select Collaboration Candidates for further Development under the Research Collaboration. The JSC will designate [***] Development Candidate for each Collaboration Target for further Development, Commercialization or other Exploitation pursuant to the terms of this Agreement and, subject to Section 4.1.2, Jazz may designate [***] Backup Candidates for such Collaboration Target.

Section 2.4    Subcontracting; Performance by Affiliates. Codiak will have the right to subcontract any of the activities assigned to it under any Work Plan (a) to any Third Party that

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has been pre-approved by Jazz and is designated in such Work Plan as an authorized (sub)contractor and (b) to any other Third Party only with the consent and written approval of the JSC (such consent not to be unreasonably withheld, conditioned or delayed). Unless the JSC has decided that the applicable type of subcontracting pursuant to this Section 2.4 by Codiak is exempt from the review requirements imposed by this Section 2.4, if Codiak desires to subcontract any of the activities assigned to it under any Work Plan to a Third Party, Codiak will notify Jazz regarding the identity of the Third Party and the nature of the contemplated subcontracting. Jazz will then have up to [***] to notify Codiak whether Jazz will review the applicable subcontracting and related agreements. If Jazz so notifies Codiak, Codiak will then provide the draft(s) of such agreement(s) to Jazz, and Jazz will have up to [***] to review and comment on such draft(s) from the date that Codiak provides such draft(s). Codiak will consider such comments in good faith but will have no obligation to implement them. Without limiting the foregoing, Codiak will promptly disclose to Jazz the executed versions of any agreements with such Third Party. Jazz and its Affiliates will have the right to subcontract any of its or their activities assigned to it or them under any Work Plan to a Third Party only with the consent and written approval of the JSC (such consent not to be unreasonably withheld, conditioned or delayed). Unless the JSC has decided that the applicable type of subcontracting pursuant to this Section 2.4 by Jazz is exempt from the review requirements imposed by this Section 2.4, if Jazz desires to subcontract any of the activities assigned to it under any Work Plan to a Third Party, Jazz will notify Codiak regarding the identity of the Third Party and the nature of the contemplated subcontracting. Codiak will then have up to [***] to notify Jazz whether Codiak will review the applicable subcontracting and related agreements. If Codiak so notifies Jazz, Jazz will then provide the draft(s) of such agreement(s) to Codiak, and Codiak will have up to [***] to review and comment on such draft(s) from the date that Jazz provides such draft(s). Jazz will consider such comments in good faith but will have no obligation to implement them. Without limiting the foregoing, Jazz will promptly disclose to Codiak the executed versions of any agreements with such Third Party. In each case, no such permitted subcontracting will relieve the subcontracting Party of any obligation hereunder. Each Party agrees that the other Party may perform some or all of its obligations under this Agreement through Affiliates (other than, in the case of Codiak, a Future Acquirer unless Jazz provides its prior written consent) for so long as they remain Affiliates of such other Party; provided that each Party will remain responsible and be a guarantor of the performance by its Affiliates and will cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Any breach by a Party’s Affiliate of any of such Party’s obligations under this Agreement shall be deemed a breach by such Party and the other Party may proceed directly against such Party without any obligation to first proceed against such Affiliate.

Section 2.5    Additional Collaboration Target, Replacement Target and Revived Collaboration Targets and Research Program. For so long as Jazz has the right to designate an Additional Collaboration Target or Replacement Target, upon Jazz’s reasonable request (such requests not to exceed [***] times per Calendar Year), Codiak shall disclose to Jazz those Targets that are Excluded Targets on the basis that Codiak has an active internal research program.

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2.5.1    Additional Collaboration Targets.

(a)    Jazz shall nominate one additional Target as a Collaboration Target by delivering a Collaboration Target Designation Notice within [***] of the Effective Date. If, (i) in the case of a nomination occurring within one year after the Effective Date, such nominated Target is neither a Pre-Existing Excluded Target nor qualifies for clause (b) of the definition of “Excluded Target”, or (ii) in the case of any other nomination, such nominated Target is a Designatable Target, in each case ((i) and (ii)), Codiak shall so notify Jazz and such nominated Target shall automatically become an additional Collaboration Target (an “Additional Collaboration Target”). If (x) in the case of a nomination occurring within [***] after the Effective Date, such nominated Target is either a Pre-Existing Excluded Target or qualifies for clause (b) of the definition of “Excluded Target”, or (y) in the case of any other nomination, such nominated Target is an Excluded Target other than any Excluded Target listed on the most-recently-provided list of Excluded Targets provided by Codiak to Jazz pursuant to Section 2.5, then, in each case ((x) and (y)), Codiak shall promptly notify Jazz, and Jazz shall have the right to repeat the nomination process provided by this Section 2.5.1(a) within [***] after Jazz’s receipt of such notification, at which point in time such right shall expire if not already exercised, provided that Jazz shall have the right to repeat such nomination process until a Target is successfully nominated.

(b)    Jazz may nominate [***] replacement Target as a Collaboration Target if [***] Collaboration Targets fail prior to IND Acceptance, by delivering a Collaboration Target Designation Notice within [***] following the failure of the second of such two Collaboration Targets. If such nominated Target is a Designatable Target, Codiak shall so notify Jazz and such nominated Target shall automatically become a replacement Collaboration Target (a “Replacement Target”). If such nominated Target is an Excluded Target other than any Excluded Target listed on the most-recently-provided list of Excluded Targets provided by Codiak to Jazz pursuant to Section 2.5, then Codiak shall promptly notify Jazz, and Jazz shall have the right to repeat the nomination process provided by this Section 2.5.1(b) within [***] after Jazz’s receipt of such notification, at which point in time such right shall expire if not already exercised, provided that Jazz shall have the right to repeat such nomination process until a Target is successfully nominated.

(c)    Jazz may re-designate any Discontinued Target as a Collaboration Target (each, a “Revived Target”) by delivering a Collaboration Target Designation Notice within [***] after the termination of the Research Program for such Discontinued Target pursuant to clause (c) of Section 2.2 in the event that (i) Jazz or Codiak has received additional data indicating that such Discontinued Target may be a viable Collaboration Target or (ii) Codiak notifies Jazz pursuant to this Section 2.5.1(c) that it has re-initiated an active internal research program with respect to the applicable Discontinued Target. Codiak shall notify Jazz if Codiak initiates an active internal research program with respect to any Discontinued Target.

In each case (a), (b), and (c) the Parties will agree in good faith upon a Work Plan for such newly designated Additional Collaboration Target, Replacement Target, or Revived Target, as applicable, using the form of Work Plan attached hereto as Exhibit B. For purposes of this Section 2.5.1, “Designatable Target” means any oncology Target that is not an Excluded Target.

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2.5.2    Additional Research Program. Unless and until Jazz designates an Additional Collaboration Target pursuant to clause (a) of Section 2.5.1, Jazz has the one-time right to initiate a [***] Research Program for any [***] Initial Collaboration Target. If Jazz does so, the Parties will agree in good faith upon a Work Plan for such new Research Program, and such new Research Program shall be a Research Program for all purposes hereunder.

Section 2.6    Transition Plan. Promptly after the first JSC meeting, Codiak and its Affiliates will begin a process of transferring the Codiak Know-How to Jazz and its Affiliates in accordance with the procedures and timelines to be agreed upon at the first JSC meeting.

Section 2.7    Governance of Research Programs.

2.7.1    Joint Steering Committee.

(a)    Formation and Composition. Within [***] after the Effective Date, (i) the Parties shall establish a joint steering committee (the “Joint Steering Committee” or “JSC”) that includes as its representatives up to [***] senior executives of each Party with appropriate experience and authority to discharge their responsibilities, and (ii) each Party shall notify the other of its designated senior executives. Each Party may change its JSC representatives from time to time by written notice to the other Party; provided that the new JSC representatives are senior executives with such experience and authority. Each Party will designate one of its JSC members as a co-chair. Each Party may allow additional employees to attend meetings of the JSC subject to the confidentiality provisions of ARTICLE IX.

(b)    Functions and Authority. The JSC will be responsible for overseeing the Research Collaboration and the Research Programs, Phase I Clinical Trials, Phase I/II Clinical Trials, and Phase II Clinical Trials (for so long as Codiak or its Affiliates are conducting such trials), and any Development after the exercise by Codiak of its Development and Commercialization Option, and will oversee the activities under the Co-Promotion Agreement(s), if applicable, as set forth below. Its functions (which may be delegated to any subcommittees) include:

i.    Oversee the conduct of the Research Programs, the EDPs and the JDPs, including reviewing any expected or actual delays in the conduct of the activities thereunder;

ii.    Oversee the commencement of IND-Enabling Studies and designation of Development Candidates;

iii.    Oversee development of regulatory strategies for the Licensed Compounds and Licensed Products;

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iv.    Review and approve Work Plans (subject to Section 2.3), EDPs, JDPs, and Shared Territory Commercialization Plans and, to the extent applicable, corresponding budgets and amendments to any of the foregoing, including in connection with Schedule 4.3.3;

v.    As contemplated in Section 2.4 and Section 4.6, approve subcontractors, decide which types of subcontractor agreements do not require review, and otherwise consider ways to streamline review of subcontracting;

vi.    Coordinate the Manufacturing activities and technology transfer activities of Codiak and its Affiliates and Jazz and its Affiliates hereunder and under any supply agreement entered into by the Parties or their respective Affiliates;

vii.    Facilitate the flow of information between the Parties regarding Development, and the transfer of Codiak Know-How and Research Program Materials in accordance with the applicable Work Plan;

viii.    Resolve issues referred to the JSC by the Alliance Managers or any subcommittee created by the JSC;

ix.    Review reports received from either Party as contemplated herein;

x.    Coordinate the logistics of the Parties’ financial reporting obligations;

xi.    Following exercise of the Development and Commercialization Option, review and discuss Jazz’s reports and updates to the JSC regarding its Commercialization activities and plans for Licensed Products in the Shared Territory;

xii.    Following exercise of the Development and Commercialization Option, (1) review and update financial forecasts at least quarterly to ensure actual and anticipated spend is within the approved Commercial Budget; and (2) to the extent that any Commercialization costs and expenses apply to both the Shared Territory and the ROW, reasonably allocate such costs between the Shared Territory and the ROW based on the expected benefit in the Shared Territory and the ROW as determined by the composition of the expected target audience or any other reasonable criteria determined by the JSC;

xiii.    Discuss and attempt to resolve financial disputes and accounting issues, including the interpretation of relevant defined financial terms, in order to achieve the proper allocation of Development Costs and the sharing of Net Profit/Net Losses in the manner set forth in this Agreement; and

xiv.    Such other matters as the Parties may mutually agree in writing or as are assigned to the JSC herein.

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(c)    JSC - Meetings. During the Term, the JSC will meet in person or by teleconference or videoconference at least [***] a year until it is disbanded, and otherwise as frequently as needed. The presence of at least two representatives of each of Jazz and Codiak at a meeting will constitute a quorum.

(d)    JSC - Decisions. Each Party’s representatives on the JSC will have one collective vote in all decisions, and, for clarity, no decision will be a decision of the JSC or have any effect unless each Party, through its representatives on the JSC, voted in favor of, or provided its written consent to, such decision. The JSC will strive to make decisions by consensus, either as discussed and decided during JSC meetings or by written consent, provided, however, that (i) if the JSC cannot reach agreement by consensus within [***] Days (or such longer period of time as the Parties may agree) for an issue being brought to a vote, then such matter will be referred by the Alliance Managers to a senior executive to be designated by Jazz (the “Jazz Executive”) and a senior executive to be designated by Codiak (the “Codiak Executive”), and (ii) in the event the matter remains unresolved [***] after being referred to the Parties’ executives pursuant to clause (i) then the status quo shall prevail unless one Party has final decision-making authority as set forth below: [***].

(e)    JSC - Subcommittees. The JSC will be entitled to form subcommittees to which it may delegate responsibilities, such as a joint research committee, a joint development committee, a joint manufacturing committee, a joint finance committee, a joint patent committee, or, in the case of the exercise of the Development and Commercialization Option by Codiak, a joint commercialization committee. Any such subcommittees will be governed by rules established by the JSC and may make such decisions in lieu of the JSC as delegated by the JSC.

(f)    JSC - Minutes and Reports. The Joint Steering Committee will maintain accurate minutes of its meetings, including all proposed decisions and recommended actions or decisions taken. The Alliance Managers will alternate preparing the draft minutes. Such minutes will record accurately all proposed decisions, recommendations, and final decisions of the JSC. The Alliance Managers will in good faith use their best efforts to agree on draft minutes of each meeting promptly following the meeting but in no event later than [***] after the meeting, and the draft minutes will be distributed by the Alliance Managers to the members of the JSC within [***] after each meeting. Such draft minutes will be deemed final and approved by the Parties [***] after such distribution. A presentation utilized during the JSC meeting will include a summary of (i) the status of the Research Programs, (ii) any issues requiring decisions or resolution by the JSC, and (iii) any proposed decisions or resolutions with respect thereto as prepared by the JSC and consolidated by the Alliance Managers. This presentation will be filed together with the JSC meeting agenda and minutes in the Electronic Data Room.

(g)    JSC - Duration. The Joint Steering Committee will be in existence until its disbandment. Jazz may disband the Joint Steering Committee at any time if (i) all Work Plans are completed or terminated, (ii) Codiak has completed its obligations to conduct Phase I Clinical Trials, Phase I/II Clinical Trials, and Phase II Clinical Trials, (iii) Codiak has not exercised its Development and Commercialization Options and has no further

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right to exercise such an option and (iv) the Manufacturing of all Licensed Products has been transferred to Jazz or its Affiliates. In such a case, all subcommittees thereto shall be disbanded and the Parties shall resolve any disputes pursuant to the escalation and dispute resolution provisions of this Agreement.

2.7.2    Alliance Managers.

(a)    Within [***] following the Effective Date, each Party will designate an individual to act as the primary point of contact between the Parties (each such individual, an “Alliance Manager”) to facilitate the effective exchange of information between the Parties, discuss the Parties’ respective performance under this Agreement, assist with governance activities and serve as the initial point of contact to resolve any disputes between the Parties. The Alliance Manager will be responsible for (i) the launch of the Research Collaboration and (ii) coordinating the activities of the JSC, facilitating the scheduling and conduct of the JSC meetings, being responsible for the preparation and circulation of the JSC meeting agenda and minutes and ensuring that relevant action items from JSC meetings are addressed. A Party may replace its designated Alliance Manager at any time by written notice to the other Party.

(b)    After the disbanding of the JSC, the Alliance Managers will remain as the primary point of contact for the exchange of information under this Agreement but excluding day-to-day scientific exchanges between the Parties or where notice is required to be given by the terms of this Agreement.

Section 2.8    Use of Materials. Each Party acknowledges and agrees that (a) it will not use any Research Program Materials of the other Party for any purpose other than (i) activities set forth in a Work Plan or (ii) with respect to Jazz or its Affiliates as the receiving Party, other than within the scope of the licenses granted to it or them hereunder, (b) it will only use Research Program Materials in compliance with all Applicable Laws, and (c) except as otherwise provided hereunder or in a Work Plan, it (i) will not reverse engineer, deconstruct or analyze (for the purpose of reverse engineering or deconstruction) any of the Research Program Materials of the other Party but may perform any such activities with respect to any Collaboration Candidate, and (ii) will not transfer or make available any Research Program Materials to any Third Party without the express prior written consent of the other Party (which consent once given for a Third Party shall remain in effect unless and until revoked by the consenting Party), except that Jazz or its Affiliates may, without such consent, transfer any Research Program Materials to its or their sublicensees and (sub)contractors for use within the scope of the licenses granted to it hereunder. At the end of the applicable Research Program Term, each Party will return to the other Party any Research Program Materials of the other Party as to which such Party does not have continuing rights to use as specified hereunder. Each Party receiving any Research Program Materials understands and agrees that such Research Program Materials (w) may be experimental in nature or may not have been fully researched, (x) are provided “as is”, (y) may have hazardous properties, and (z) are used by it at its own risk and sole liability. Each Party receiving any Research Program Materials further agrees that such Party’s (or its Affiliate’s, sublicensee’s or (sub)contractor’s) use of any received Research Program Materials will be limited to its (or its Affiliate’s or (sub)contractor’s) premises, and that such Research Program

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Materials will be handled and, where applicable, disposed of (1) with the highest degree of care with regard to the toxicological and environmental dangers associated therewith, (2) in accordance with all Applicable Laws, including all health and safety at work requirements and all applicable regulations relating to work with recombinant materials, and (3) by personnel that are fully trained in relevant procedures.

ARTICLE 3.

LICENSING

Section 3.1    Licenses.

3.1.1    Development and Commercialization License. Codiak and its Affiliates will, and do hereby, grant to Jazz an exclusive (including with respect to Codiak and its Affiliates, provided that Codiak retains the right to perform its obligations hereunder and, if applicable, under any Co-Promotion Agreement), perpetual and irrevocable (except as set forth in ARTICLE XIII) license, with the right to sublicense through multiple tiers (subject to Section 3.2), to and under the Licensed IP to Develop, Manufacture (including have made rights), Commercialize, and otherwise Exploit Licensed Compounds and Licensed Products in the Field in the Territory (such license, the “Development and Commercialization License”). For the avoidance of doubt, all Codiak Platform Improvements, Included Codiak Platform Additions, and Codiak Platform Addition Blocking IP is included in the Licensed IP to the extent that such Codiak Platform Improvements, Included Codiak Platform Additions, and Codiak Platform Addition Blocking IP is owned or Controlled by Codiak.

3.1.2    Codiak Trademark License. Effective as of the Effective Date, Codiak and its Affiliates will, and do hereby, grant to Jazz a non-exclusive, perpetual and irrevocable (except as set forth in ARTICLE XIII) license in the Field in the Territory, with the right to sublicense through multiple tiers, to and under its and their corporate names and logos as necessary in connection with Jazz’s Exploitation of the Licensed Products.

Section 3.2    Sublicensing. Jazz shall have the right to sublicense the rights and licenses granted by Codiak to Jazz under Section 3.1 to (a) subject to Section 4.6, subcontractors, (b) Sublicensees (including collaborators), and (c) Affiliates, in each case without the consent of Codiak, but subject, in each case ((a), (b), and (c)), to the terms and conditions of this Agreement; provided that, in each case, (i) such sublicense shall be in writing and consistent with the terms and conditions of this Agreement, and (ii) Jazz shall (A) require each such sublicensee to comply with the applicable terms and conditions of this Agreement and (B) remain responsible and liable for all acts and omissions of any such sublicensee in connection with this Agreement, including any such acts or omissions as relate to Jazz’s reporting and inspection obligations hereunder. Jazz will notify Codiak of any sublicenses that Jazz or its Affiliates grant to Sublicensees pursuant to Section 3.1 within [***] after execution of such sublicense and shall provide a copy of any such executed sublicense agreement (which copy may be redacted to remove information that is not necessary to confirm compliance with the applicable terms and conditions of this Agreement) to Codiak within [***] of any request therefor by Codiak.

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Section 3.3    Use and Licensing of Platform-Related Third Party Technologies.

3.3.1    Codiak First Right. If, in connection with its activities hereunder, Jazz becomes aware of any Third Party intellectual property that Jazz [***], then Jazz will notify Codiak of the existence of such [***] and any details regarding such [***], including the identity of the Third Party that owns or Controls the rights to such [***], that are available to Jazz and to the extent Jazz can make such disclosure without breaching any Third Party agreements or Applicable Law. Upon receipt of such notice, if Codiak notifies Jazz [***], then Jazz will defer pursuing rights with respect to such [***] for a mutually agreed reasonable period of time after such notice so that Codiak [***]; provided that such deferral period shall cease immediately if such [***] pertains to [***]. If Codiak obtains a license or similar rights to such [***], such rights shall be made available to Jazz in accordance with the terms of this Agreement, including this Section 3.3.

3.3.2    Codiak Disclosure Obligation. [***].

3.3.3    Responsibility for Payments for Codiak Platform Improvements and Codiak Platform Additions. Except as expressly set forth in this Section 3.3.3, Codiak will be responsible for all payment obligations owing to Third Parties under licenses or other agreements to which Codiak or any of its Affiliates is a party, including any licenses obtained for the purpose of using any Codiak Platform Pre-Existing Technology, Codiak Platform Improvement, or Deemed Included Codiak Platform Addition (including any Excluded Codiak Platform Addition if and when such Excluded Codiak Platform Addition becomes a Deemed Included Codiak Platform Addition). [***].

3.3.4    Notice Regarding Excluded Codiak Platform Additions. In the event that [***], Codiak hereby covenants to Jazz that Codiak, its Affiliates, and (sub)licensees will provide notice [***] in respect thereof that may be infringed or misappropriated [***].

3.3.5    Jazz Veto; Codiak Reimbursement for Certain Jazz Licenses.

(a)    Jazz Veto. Without limiting the foregoing, if Codiak or its Affiliates intend to use in any Research Program, EDP or JDP any technology that Codiak knows or should reasonably expect would (i) require Jazz or its Affiliates to obtain a license to any Third Party intellectual property in order to avoid infringing a patent or a pending patent application that, if issued, would be infringed or (ii) misappropriate any Third Party intellectual property in the course of Exploiting Licensed Compounds or Licensed Products as contemplated hereunder, then Codiak will notify Jazz of such intended use and will not proceed with such intended use without Jazz’s prior written consent.

(b)    Codiak Reimbursement for Certain Jazz Licenses. If (i) the Exploitation by Jazz of any Codiak Platform Pre-Existing Technology, Codiak Platform Improvement, or Deemed Included Codiak Platform Addition in connection with the Exploitation of Licensed Compounds or Licensed Products as contemplated hereunder would infringe or misappropriate any intellectual property that is owned or Controlled by a Third Party, and (ii) the Parties agree, with Codiak’s agreement not to be unreasonably withheld, that Jazz will obtain a license or other similar rights from such Third Party on terms and conditions to be negotiated in good faith in order to avoid such infringement or misappropriation, then Codiak

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shall reimburse Jazz for [***] made by Jazz to such Third Party in connection with obtaining and maintaining such license or rights as and to the extent pertaining to the Exploitation of Licensed Compounds or Licensed Products as contemplated hereunder.

Section 3.4    Reciprocal Technology.

3.4.1    Reciprocal Codiak Partner Technology. Codiak and its Affiliates will ensure that each (sub)licensee of Codiak or its Affiliates with respect to the Codiak Platform Know-How or Codiak Platform Patent Rights has agreed to (a) promptly disclose in writing to Codiak or its Affiliates any Reciprocal Codiak Partner Technology, including all relevant information and materials with respect thereto, and (b) assign, for clarity, at no cost to Jazz, such Third Party’s rights and interests in such Reciprocal Codiak Partner Technology to Codiak or its Affiliates or grant to Codiak or its Affiliates the irrevocable and royalty-free right and license to Exploit such Reciprocal Codiak Partner Technology, including a right to sublicense (through multiple tiers) to Third Parties or Jazz to at least the same extent as Jazz is permitted to Exploit the Licensed Compounds and Licensed Products pursuant to Section 3.1.1.

3.4.2    Reciprocal Jazz Partner Technology.

(a)    Jazz and its Affiliates will ensure that each sublicensee of Jazz or its Affiliates with respect to the Codiak Platform Know-How or Codiak Platform Patent Rights has agreed to (a) promptly disclose in writing to Jazz or its Affiliates any Reciprocal Jazz Partner Technology, including all relevant information and materials with respect thereto, and (b) assign, for clarity, at no cost to Codiak, such Third Party’s rights and interests in such Reciprocal Jazz Partner Technology to Jazz or its Affiliates or grant to Jazz or its Affiliates the irrevocable and royalty-free right and license to Exploit such Reciprocal Jazz Partner Technology, including a right to sublicense (through multiple tiers) to Codiak, to at least the same extent as Codiak is permitted to Exploit Reciprocal Jazz Partner Technology pursuant to Section 3.4.2(b).

(b)    Jazz will, and does hereby, grant to Codiak an exclusive, perpetual, irrevocable, and royalty-free (subject to Section 13.5.3(b)) license, with the right to sublicense through multiple tiers (subject to Section 3.2), to and under the Reciprocal Jazz Partner Technology to Exploit any compound or product in any field in any territory, other than to Develop, Manufacture (including have made rights), Commercialize, or otherwise Exploit Licensed Compounds or Licensed Products in the Field in the Territory.

Section 3.5    No License. Other than as explicitly provided for in this Agreement, nothing in this Agreement grants or will be construed to grant to either Party (a) any right or license to any intellectual property right or application therefor (including patent applications or patents) that are held by or that are in the name of the other Party or to any Confidential Information of the other Party; or (b) any claim or option to any such right or license.

Section 3.6.    [***]

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ARTICLE 4.

DEVELOPMENT

Section 4.1    Early Development Program.

4.1.1    Responsibilities. Once the JSC has designated a Development Candidate, Codiak and its Affiliates will conduct the IND-Enabling Studies, Phase I Clinical Trials, Phase I/II Clinical Trials, and Phase II Clinical Trials and related activities in respect of such Development Candidate (each such program, an “Early Development Program”) in accordance with the terms of this Section 4.1.1. Each Early Development Program conducted by Codiak and its Affiliates shall be conducted pursuant to an early Development plan approved by the JSC (each, an “Early Development Plan” or “EDP”) that describes in each case with respect to the applicable Development Candidate: (a) any Non-Clinical Studies, IND-Enabling Studies, toxicology, CMC Development, Phase I Clinical Trials, Phase I/II Clinical Trials and Phase II Clinical Trials, and associated timelines and priorities, (b) the anticipated tasks and responsibilities and resource allocation of each Party, if applicable, (c) a Development Budget for all such activities, and (d) the non-GLP toxicology studies that are to be conducted for any corresponding Backup Candidates selected by Jazz. In the event of any inconsistency between the EDP and this Agreement, the terms of this Agreement shall prevail. Any changes to any EDP shall require the mutual agreement of the Parties.

4.1.2    Backup Candidates. The Parties agree that each EDP will cover the conduct of non-GLP toxicology studies of Backup Candidates selected by Jazz for the applicable Development Candidate. Codiak will only be responsible for the Development Costs of [***] Backup Candidate for each of the first [***] Development Candidates up to and including any non-GLP toxicology studies performed with respect to such Backup Candidate. For clarity, except to the extent that the applicable Development Cost in respect of a Backup Candidate arises out of a breach of this Agreement by Codiak, including due to a material deviation from the applicable EDP made without approval of the JSC, and except to the extent that the applicable Development Cost in respect of a Backup Candidate is reimbursed by a Third Party to Codiak, Jazz will be responsible for all other Development Costs with respect to the Development of Backup Candidates, including all Development Costs with respect to (a) more than [***] Backup Candidate for each of the first [***] Development Candidates, (b) any and all Backup Candidates for all other Development Candidates subsequent to the first [***] Development Candidates, and (c) IND-Enabling Studies under GLP.

4.1.3    Early Development Costs. Subject to Section 4.1.2, if applicable, Codiak will be responsible for the Development Costs it or its Affiliates incur in connection with the Early Development Programs for the first [***] Development Candidates up to and including IND Acceptance for the corresponding INDs. Thereafter, Codiak shall be responsible for the first [***] dollars [***] of Development Costs incurred by Codiak or its Affiliates with respect to the Phase I Clinical Trials, Phase I/II Clinical Trials and Phase II Clinical Trials and other related activities set forth in the applicable EDP for each of the first two Development Candidates to commence Clinical Trials. Jazz shall reimburse Codiak for any Development Costs incurred by Codiak or its Affiliates for such Clinical Trial activities in

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excess of [***] per each of such Development Candidates, except to the extent that such excess arises out of a breach of this Agreement by Codiak, including due to a deviation from the applicable EDP, and except to the extent that such excess is reimbursed by a Third Party to Codiak (such excess as is reimbursable by Jazz to Codiak, the “Allowed Overage”). Subject to Section 8.2 and Section 8.3, Jazz will be responsible for all other Development Costs incurred by the Parties in connection with any Early Development Program through the end of Phase II Clinical Trials. Invoicing of Jazz for any Development Costs as to which it has a reimbursement obligation hereunder shall be according to Section 8.5. If Codiak reasonably believes that it will incur Development Costs in excess of [***] dollars [***] for Clinical Trial activities for a Development Candidate for which Jazz is obligated to reimburse Codiak pursuant to this Section 4.1.3, Codiak shall promptly notify Jazz regarding the expected amount of such excess and shall promptly notify Jazz again if such expected amount materially changes. If Jazz has refused to pay, or has not paid, the invoices pursuant to Section 8.5 for all Allowed Overages for an Early Development Program, then Codiak will have no obligation to complete, and may discontinue, such Early Development Program.

Section 4.2    Later Product Development. Except for the activities of Codiak or its Affiliates pursuant to the Research Programs and the EDPs, Jazz and its Affiliates shall have the sole right to conduct, at its sole cost and expense, all Development of Licensed Compounds and Licensed Products, including all Phase III Clinical Trials and any Phase IV Clinical Trials, in its sole discretion (but subject to its diligence obligations under Section 4.4), subject to Codiak’s exercise of its Development and Commercialization Option, which, if exercised, would require the Parties to conduct the Joint Development Program in accordance with Section 4.3.

Section 4.3    Joint Development Program.

4.3.1    Development and Commercialization Option. For up to two of the Licensed Products, on a Licensed Product-by-Licensed Product basis, Codiak is hereby granted the option (the “Development and Commercialization Option”), exercisable by written notice to Jazz at any time on or before the [***] after the FDA’s Positive Response with respect to such Licensed Product, to elect to participate in the further Development of such Licensed Product for the Shared Territory as set forth herein. Notwithstanding the foregoing, Codiak’s Development and Commercialization Option shall be deemed not exercised in respect of a Licensed Product if Jazz notifies Codiak within [***] of receipt of such notice from Codiak that Jazz is exercising its veto right with respect to such Licensed Product, which right may be exercised by Jazz with respect to only one Licensed Product. If (a) Codiak exercises a Development and Commercialization Option in respect of a Licensed Product and (b) Jazz does not exercise its veto right with respect to such Licensed Product, then such Licensed Product shall be an “Optioned Product” for all purposes hereunder.

4.3.2    Codiak Rights and Responsibilities for Optioned Products. For each Optioned Product, Codiak shall be responsible for Development Costs as and to the extent set forth in Section 8.4, including any start-up costs associated therewith whether occurring prior to or after the exercise of the applicable Development and Commercialization Option. In exchange, Codiak shall have (a) the right and obligation to share Net Profits/Net Losses for such Optioned Product in the Shared Territory as set forth in ARTICLE VIII, (b)

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certain joint decision making rights for such Joint Development Program, and (c) the right to participate in certain Commercialization activities for such Optioned Product, in each case as further described in this Agreement, including ARTICLE VI.

4.3.3    Joint Development Program and Joint Development Plan. All Development hereunder for an Optioned Product for the Shared Territory shall be referred to as the “Joint Development Program” for such Optioned Product. The Joint Development Program for each Optioned Product shall, subject to Schedule 4.3.3, be conducted pursuant to a detailed Development plan compiled by and approved by the JSC, with Jazz having final decision-making authority (each, a “Joint Development Plan” or “JDP”), that describes in each case for the applicable Optioned Product in the Shared Territory: (a) the proposed overall Joint Development Program, including costs of Manufacture of clinical supplies of such Optioned Product, (b) regulatory plans, and (c) the Development Budget for the Joint Development Program. In the event of any inconsistency between the JDP and this Agreement, the terms of this Agreement shall prevail.

4.3.4    Amendments to the JDP. On an annual basis, or more often as Jazz deems appropriate, including to the extent permitted by Schedule 4.3.3, Jazz shall prepare and submit to the JSC for approval amendments to the then-current JDP(s), including the Development Budget(s). Once approved by the JSC, the amended JDP(s) and Development Budget(s) shall become effective for the applicable period on the date approved by the JSC (or such other date as the JSC may specify). Any JSC-approved amended JDP or Development Budget shall supersede the previous JDP or Development Budget, as applicable, for the applicable period.

4.3.5    Lead Development Party. Jazz and its Affiliates will have operational responsibility for leading the conduct of and executing all studies under each JDP as then in effect, subject to the right of Codiak and its Affiliates to participate in any such activities as are allocated to it or them under such JDP, and to provide input, which Jazz and its Affiliates will consider in good faith. In the event the Parties through the JSC disagree with respect to any operational aspects of any Non-Clinical Studies or Clinical Trials in the JDP, Jazz will have the final say with respect to such aspect.

Section 4.4    Development Diligence and Standards of Conduct. Following successful completion of each EDP, Jazz shall use Commercially Reasonable Efforts to Develop the applicable Licensed Product. Each Party shall use Commercially Reasonable Efforts to carry out the tasks assigned to it under each JDP. Each Party shall conduct its Development activities hereunder in a good scientific manner and in compliance with all Applicable Laws.

Section 4.5    Development Records and Reports. Each Party shall maintain complete and accurate records (in the form of technical notebooks or electronic files where appropriate) of all Development work conducted by it hereunder and all information resulting from such work. Such records, including any electronic files where such information may also be contained, shall fully and properly reflect all work done and results achieved in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes. Each Party shall have the right to review and copy such records maintained by the other Party at reasonable times and to obtain access to originals to the extent needed for patent or regulatory purposes or for other legal proceedings.

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4.5.1    Development Reports.

(a)    Codiak and its Affiliates and Jazz and its Affiliates each shall provide updates to the JSC of its and their activities and results under each EDP and each JDP, if any.

(b)    Following the completion of activities under an EDP, and prior to the lapse or exercise by Codiak of the Development and Commercialization Option in respect of all corresponding Licensed Product(s), Jazz and its Affiliates will be responsible for further Development of such Licensed Product(s) and will keep Codiak reasonably informed regarding material Development activities in respect thereof.

Section 4.6    (Sub)contracts. Jazz and its Affiliates may engage one or more (sub)contractors or consultants to perform its and their Development activities hereunder. Unless the JSC has decided that the applicable type of subcontracting pursuant to this Section 4.6 by Jazz is exempt from the review requirements imposed by this Section 4.6, if Jazz desires to subcontract any of the activities assigned to it under any EDP or JDP to a Third Party, Jazz will notify Codiak regarding the identity of the Third Party and the nature of the contemplated subcontracting. Codiak will then have up to [***] to notify Jazz whether Codiak will review the applicable subcontracting and related agreements. If Codiak so notifies Jazz, Jazz will then provide the draft(s) of such agreement(s) to Codiak, and Codiak will have up to [***] to review and comment on such draft(s) from the date that Jazz provides such draft(s). Jazz will consider such comments in good faith but will have no obligation to implement them. Without limiting the foregoing, Jazz will promptly disclose to Codiak the executed versions of any agreements with such Third Party. Codiak may engage one or more (sub)contractors or consultants to perform its Development obligations hereunder; provided that such (sub)contractor must first be designated in the applicable EDP or JDP, as applicable, as an authorized (sub)contractor for the performance of such Development activities, and provided further that, unless the JSC has decided that the applicable type of subcontracting pursuant to this Section 4.6 by Codiak is exempt from the review requirements imposed by this Section 4.6, if Codiak desires to subcontract any of its Development obligations hereunder to a Third Party, Codiak will notify Jazz regarding the identity of the Third Party and the nature of the contemplated subcontracting. Jazz will then have up to [***] to notify Codiak whether Jazz will review the applicable subcontracting and related agreements. If Jazz so notifies Codiak, Codiak will then provide the draft(s) of such agreement(s) to Jazz, and Jazz will have up to [***] to review and comment on such draft(s) from the date that Codiak provides such draft(s). Codiak will consider such comments in good faith but will have no obligation to implement them. Without limiting the foregoing, Codiak will promptly disclose to Jazz the executed versions of any agreements with such Third Party.

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ARTICLE 5.

REGULATORY MATTERS

Section 5.1    Regulatory Filings and Approvals.

5.1.1    In General. Subject to the remaining provisions of this Section 5.1.1, with respect to each Licensed Compound or Licensed Product, the Party leading the Development activities for such Licensed Compound or Licensed Product shall be the “Lead Regulatory Party” with respect to corresponding regulatory activities. Upon request of Jazz at any time after filing of the IND for a Licensed Compound or Licensed Product, Codiak and its Affiliates will transfer such IND to Jazz or its designated Affiliate(s) and will provide reasonable support to Jazz and such Affiliate(s) in respect of such transfer. Upon such transfer Jazz shall become the Lead Regulatory Party for such Licensed Compound or Licensed Product. Subject to JSC oversight, the Lead Regulatory Party will be responsible for developing and implementing the regulatory strategy for the applicable Licensed Compound or Licensed Product and shall have full decision-making authority with respect thereto; provided, however, that such authority shall be exercised in a manner consistent with the EDP, and provided further that, in the case of Codiak as Lead Regulatory Party, Jazz and its Affiliates shall have first had the opportunity, pursuant to Section 5.1.1(b), to provide input on corresponding Regulatory Materials.

(a)    Regulatory Responsibilities. The Lead Regulatory Party shall be responsible for preparing and filing all applicable Regulatory Materials, shall be the holder of all applicable Regulatory Materials and will have primary operational responsibility for interactions with the applicable Regulatory Authorities, including taking the lead role at all meetings with such Regulatory Authorities, subject to the right of (i) Jazz and its Affiliates, in the case in which Codiak is the Lead Regulatory Party, to participate in such activities and to provide input, which Codiak and its Affiliates will consider in good faith, and to have any IND transferred to Jazz or its Affiliates as set forth above and (ii) Codiak, if it has exercised the Development and Commercialization Option, to provide input relating to the Development of Optioned Product(s) for the Shared Territory under the applicable JDP(s), which Jazz and its Affiliates will consider in good faith.

(b)    Reporting and Review. The JSC shall develop and implement procedures for drafting and reviewing Regulatory Materials for the Licensed Products that allow (i) Jazz and its Affiliates to provide input prior to the filing of such Regulatory Materials by Codiak or its Affiliates or (sub)contractor and (ii) Codiak to provide substantive input prior to the filing of such Regulatory Materials by Jazz and its Affiliates to the extent relating to any CMC information or the Codiak Platform, or to any Non-Clinical Studies, IND-Enabling Studies, Phase I Clinical Trials, Phase I/II Clinical Trials, or Phase II Clinical Trials that Codiak or its Affiliates are conducting or relating to the filing of Regulatory Materials for any Optioned Product in the Shared Territory.

Section 5.2    Regulatory Costs. All regulatory costs incurred by or on behalf of either Party hereunder will be allocated and treated as Development Costs and included in the applicable Development Budget, if any.

Section 5.3    Product Withdrawals and Recalls. Any decision to initiate a recall or withdrawal of a Licensed Product shall be made by Jazz or its applicable Affiliate. In the event of any such recall or withdrawal, Jazz shall take any and all necessary action to implement such recall or withdrawal in accordance with Applicable Laws, with assistance from Codiak and its

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Affiliates as reasonably requested by Jazz. The costs of any such recall or withdrawal shall be borne solely by Jazz, except where Codiak has exercised a Development and Commercialization Option, in which case any recall expenses with respect to the applicable Licensed Product within the Shared Territory shall be treated as Development Costs prior to First Commercial Sale of the applicable Licensed Product and thereafter as Allowable Expenses. Notwithstanding the foregoing, to the extent there is any conflict between this Section 5.3 and any supply agreement (or associated quality agreement or SDEA) entered into by the Parties regarding the Licensed Products, such supply agreement (or associated quality agreement or SDEA) will control regarding the conduct and costs of any recalls or withdrawals of a Licensed Product.

Section 5.4    Cooperation with Governmental Authorities. Upon request by Jazz or its Affiliates, Codiak and its Affiliates will (a) provide the FDA and other applicable Governmental Authorities full access to all Codiak Regulatory Documentation and Licensed IP, (b) deploy appropriate personnel to attend meetings with such Governmental Authorities, or (c) provide any other assistance to Jazz or its Affiliates, in each case ((a), (b), and (c)), in respect of the applicable Development Candidate and to the extent necessary or useful for the FDA and other applicable Governmental Authorities (i) to consider and approve Jazz, its Affiliate, its (sub)licensee or a Third Party designated by Jazz as a Manufacturer of the Licensed Products corresponding to such Development Candidate, or (ii) to consider and act upon any filings with such Governmental Authorities with respect to such Licensed Products, including for Regulatory Approvals thereof.

Section 5.5    Standards of Conduct. Each Party shall make regulatory filings, seek Regulatory Approvals and conduct all other regulatory activities under this ARTICLE V in compliance with all Applicable Laws, including any applicable Anti-Corruption Laws.

Section 5.6    (Sub)contracts. The Parties acknowledge that Section 4.6 applies to the activities to be carried out under this ARTICLE V.

ARTICLE 6.

COMMERCIALIZATION

Section 6.1    Overview. Subject to the remainder of this ARTICLE VI and any applicable Co-Promotion Agreement, Jazz and its Affiliates shall have the sole right and responsibility for Commercializing all Licensed Products in the Field in the Territory. On a Collaboration Target-by-Collaboration Target basis, Jazz, by itself or through its Affiliates or Sublicensees, will, following the receipt of Regulatory Approval for the applicable Licensed Product(s) in the applicable jurisdiction, use Commercially Reasonable Efforts to Commercialize one or more Licensed Product(s) in (a) the United States, (b) Japan and (c) [***]. Jazz shall perform, and shall use reasonable efforts to ensure that its Affiliates, Sublicensees and Third Party contractors perform, its Commercialization activities with respect to the Licensed Products under this ARTICLE VI in compliance with all Applicable Laws, including any applicable Anti-Corruption Laws.

Section 6.2    Commercialization in the Shared Territory after Development and Commercialization Option Exercise. This Section 6.2 shall apply to each Optioned Product.

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6.2.1    Co-Promotion Election. In connection with the exercise of its Development and Commercialization Option with respect to a Licensed Product, by inclusion in the written exercise notice delivered by Codiak to Jazz, Codiak shall indicate whether it desires to co-promote such Optioned Product or not and if so, then it shall indicate what percentage (not to exceed [***]) of all sales representative activities for such Optioned Product it desires to conduct. If Codiak provides this notice, then the Parties shall promptly negotiate and enter into a reasonable, mutually agreed co-promotion agreement in respect of the applicable Optioned Product (a “Co-Promotion Agreement”) consistent with such requested percentage. Codiak and its Affiliates shall market and promote the Optioned Product solely pursuant to and in accordance with the Co-Promotion Agreement and shall otherwise not Commercialize the Optioned Product.

6.2.2    Shared Territory Commercialization Plan. As further described in this Section 6.2, the strategy for the pre-launch, commercial launch, and subsequent Commercialization of the applicable Optioned Product in the Shared Territory shall be described in a comprehensive plan (each such plan, a “Shared Territory Commercialization Plan”) that describes at a high level the Commercialization activities anticipated to be conducted for such Optioned Product in the Shared Territory and includes an estimate of corresponding Allowable Expenses (each a “Commercial Budget”).

6.2.3    Amendments to the Shared Territory Commercialization Plans and Commercial Budgets. On an annual basis, Jazz shall prepare and submit to the JSC, and the JSC shall approve, an updated Shared Territory Commercialization Plan and corresponding Commercial Budget for each Optioned Product. In addition, Jazz may from time to time prepare amendments to the Shared Territory Commercialization Plan(s) and corresponding Commercial Budget(s) and submit them to the JSC for approval. Any amended or updated Shared Territory Commercialization Plan(s) and Commercial Budget(s) shall become effective on the date approved by the JSC.

Section 6.3    Commercialization Reports. Jazz shall provide a written report to Codiak describing material Commercialization activities with respect to Licensed Products on an annual basis. [***].

Section 6.4    Sales and Distribution. Jazz and its Affiliates shall be solely responsible for handling all returns, recalls, order processing, invoicing and collection, distribution, and receivables for Licensed Products in the Territory. Jazz and its Affiliates shall book all sales of Licensed Products in the Territory and shall have the sole right to determine pricing and discounts for the Licensed Products in the Territory. Codiak and its Affiliates shall not accept orders for Licensed Products or sell Licensed Products for its or their own account or for Jazz’s or its Affiliate’s account, and if Codiak or its Affiliates receive any order for Licensed Products in the Territory, they shall refer such orders to Jazz or its designated Affiliate(s) for acceptance or rejection.

Section 6.5    (Sub)contracts. Jazz and its Affiliates may engage Sublicensees or one or more (sub)contractors or consultants, including co-promotion partners, to Commercialize the Licensed Products. Codiak may engage one or more (sub)contractors or consultants to perform its activities under a Co-Promotion Agreement to the extent permitted by the Co-Promotion Agreement.

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ARTICLE 7.

MANUFACTURE AND SUPPLY

Section 7.1    Overview.

7.1.1    Codiak, or its Affiliate or contract Manufacturer under Codiak’s direction, will be responsible for the Manufacture and supply of all Research Collaboration Materials and all clinical supplies needed for each EDP, in each case at Codiak’s cost and expense (subject to any reimbursement of Development Costs by Jazz as required hereunder). Except as otherwise set forth herein or agreed by the Parties in writing, Jazz and its Affiliates shall have the sole right to Manufacture (including have made rights) and supply Compounds, Collaboration Candidates, Licensed Compounds and Licensed Products for Development and Commercial use throughout the Territory under this Agreement.

7.1.2    Unless and until the technology transfer contemplated under Section 7.4 is completed with respect to a Licensed Product, Codiak will update Jazz or its designated Affiliate(s) regarding Codiak’s progress on CMC development, scale-up and selection or interactions with CMOs in respect of such Licensed Product by way of in person technical reviews as requested by Jazz or such Affiliate(s) from time to time and shall notify Jazz or such Affiliate(s) of any material events relating to such matters. Such technical reviews will cover the CMC development program activities for such Licensed Product, with particular focus on potential issues regarding technical, Development, or regulatory risks, particularly with respect to scale-related risks and required bridging studies, production limits or Third Party commitments that may impact the viability, cost or timelines for Jazz to exercise its technology transfer rights under Section 7.4. The Parties agree to review such items with the aim of producing a robust and readily scalable Manufacturing process for such Licensed Product at CMO(s), which process is to present minimal regulatory and technology risks, and developing, in good faith, remedial actions as needed. In particular, if Jazz believes a particular action or intended CMO choice by Codiak presents an unreasonable risk to the applicable Research Program or EDP that will impair Jazz’s ability to obtain the benefit of Section 7.4 and Codiak is unable or unwilling to develop a viable remediation of this risk, this issue will be escalated to the JSC for resolution.

7.1.3    Jazz may request that Codiak obtain permission from its contract Manufacturers and other Manufacturing (sub)contractors for Jazz or its designated Affiliate(s) to visit the applicable sites to assess the competence and compliance of such Manufacturers and Manufacturing (sub)contractors and in such case Codiak shall use its best efforts to obtain such permission.

Section 7.2    Manufacturing by Codiak for Jazz. For any Phase I Clinical Trials, Phase I/II Clinical Trials, and Phase II Clinical Trials and any other EDP activities conducted by Jazz or its Affiliates, unless and until the successful completion of applicable technology transfer(s) pursuant to Section 7.4, Codiak and its Affiliates will, at Jazz’s cost, supply such quantities of Licensed Compounds and Licensed Products to Jazz and its Affiliates as are

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necessary for the performance of such activities by Jazz and its Affiliates, pursuant to a reasonable and customary clinical trial supply agreement and related quality agreement to be agreed by the Parties no later than 30 days prior to the anticipated date of the first IND filing for the applicable Licensed Product.

Section 7.3    Manufacturing by Jazz. Upon completion of a technology transfer pursuant to Section 7.4 for a Licensed Product, Jazz or its Affiliates will assume responsibility, at Jazz’s cost and sole discretion, for the Manufacturing of such Licensed Product (but subject to sharing Net Profit/Net Loss for such Licensed Product in the Shared Territory if such Licensed Product is an Optioned Product).

Section 7.4    Manufacturing Technology Transfer.

7.4.1    In anticipation of transferring Manufacturing to Jazz or its Affiliates as contemplated hereunder, upon request of Jazz by written notice at any time, Codiak and its Affiliates shall commence and conduct a customary technology transfer of the Manufacturing process for each Licensed Compound and Licensed Product that is the subject of a Research Program or an EDP to Jazz or its designated Affiliate(s) or a Third Party Manufacturer designated by Jazz.

7.4.2    Upon receipt of such a written notice by Codiak, the Parties will hold a technical review described in Section 7.1.2 that is dedicated to planning the applicable technology transfer in detail sufficient for each Party to clearly define the cost and resource requirements, timelines, and criteria for deeming the transfer to be complete.

7.4.3    Any technology transfer conducted under this Section 7.4 will comply with the following provisions:

(a)    Codiak will secure the cooperation and support of its current contract Manufacturers and other (sub)contractors, including allowing site visits by technical personnel of Jazz or its Affiliates, so that the technology transfer will meet the jointly agreed acceptance criteria.

(b)    The transfer will include disclosure of all Codiak Know-How used by Codiak or its Affiliates or its contract Manufacturer or other (sub)contractors in the Manufacture of the applicable Licensed Compound or Licensed Product so that Jazz or its Affiliate(s) or Third Party Manufacturer (as appropriate) can replicate the process employed by or on behalf of Codiak as of the date of such request to Manufacture such Licensed Compound or Licensed Product. The reasonable costs and expenses incurred by Codiak or its Affiliates, including any FTE costs at the FTE Rate, in carrying out such transfer shall be (i) deemed to be Development Costs, if such transfer relates to an Optioned Product, or (ii) reimbursed by Jazz, otherwise. Jazz acknowledges and agrees that Codiak may condition its agreement to transfer any Codiak Know-How to a Third Party Manufacturer on the execution of a reasonable and customary confidentiality agreement between such Third Party Manufacturer and Codiak or its Affiliates.

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Section 7.5    Manufacturing Records and Reports. Codiak and its Affiliates shall maintain complete and accurate records (in the form of technical notebooks or electronic files where appropriate) of all Manufacturing activities conducted by it or them or by Codiak’s Third Party (sub)contractors under this ARTICLE VII and all information resulting from such work. Such records, including any electronic files where such information may also be contained, shall fully and properly reflect all work done and results achieved in the performance of such activities in sufficient detail and in good scientific manner appropriate for regulatory purposes. Jazz and its Affiliates shall have the right to review and copy such records maintained by Codiak and its Affiliates at reasonable times and to obtain access to originals to the extent needed for patent or regulatory purposes or for other legal proceedings. Codiak and its Affiliates shall provide the JSC with such reports detailing its Manufacturing activities under this ARTICLE VII and the results of such activities as the JSC requests.

Section 7.6    (Sub)contracts; Affiliates. Codiak may perform any of its Manufacturing and supply obligations under this ARTICLE VII through its Affiliates or one or more Third Party Manufacturers reasonably acceptable to Jazz and consistent with any relevant supply or quality agreements between the Parties or their respective Affiliates.

ARTICLE 8.

PAYMENTS AND RECORDS

Section 8.1    Upfront Fees. In partial consideration of the licenses, rights and privileges granted by Codiak and its Affiliates to Jazz and its Affiliates hereunder and subject to the terms and conditions of this Agreement, Codiak will invoice and Jazz will pay to Codiak a non-refundable, non-creditable upfront fee of fifty-six million Dollars ($56,000,000) no later than [***] following receipt of an invoice for such amount, which invoice may be sent on or after the Effective Date.

Section 8.2    Early Development Costs. Subject to Section 2.1.3, Codiak will be responsible for all Development Costs incurred for each Collaboration Target until the Development Candidate Decision Point for a Collaboration Candidate in respect of such Collaboration Target and shall be responsible for Development Costs incurred thereafter with respect to the first two Development Candidates up to and including IND Acceptance for the corresponding INDs. Subject to Section 4.3.2, Section 8.3, Section 8.4 and Section 8.7, if applicable, Jazz will be responsible for all other Development Costs, including for any additional Development Candidates. Development Costs incurred in connection with each Early Development Plan will be calculated based on the FTE Rate.

Section 8.3    Codiak Clinical Development Costs. For the first two Development Candidates to advance to a Phase I Clinical Trial, Phase I/II Clinical Trial, or Phase II Clinical Trial, subject to Section 4.1.3, Codiak will be responsible for the Development Costs of such Clinical Trials, including the cost of clinical supplies, up to the limit of [***] Dollars [***] per Development Candidate. Jazz shall reimburse Codiak for any other Development Costs incurred by Codiak or its Affiliates under an EDP above such limit in respect of the applicable Phase I Clinical Trials, Phase I/II Clinical Trials, or Phase II Clinical Trials, including the cost of clinical supplies, as and to the extent required by Section 4.1.3.

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Section 8.4    Later Development Costs. The Development Costs for all Development activities for a Licensed Product incurred after the completion of the EDP for such Licensed Product shall be borne by Jazz, except in the case of the exercise of the Development and Commercialization Option for a given Licensed Product, in which case (a) with respect to all Development Costs incurred with respect to such Licensed Product solely for the ROW, Jazz will be solely responsible for such Development Costs, and (b) with respect to all Development Costs incurred with respect to such Licensed Product that are, in whole or in part, for the Shared Territory and that, subject to Schedule 4.3.3 and Section 8.6, are incurred in accordance with the applicable Joint Development Plan and applicable Development Budget, Jazz will be responsible for 50% of such Development Costs and Codiak will be responsible for 50% of such Development Costs.

Section 8.5    Reporting and Invoicing Development Costs and Shared Research Costs. [***] before the end of each Calendar Quarter during which either Party incurs any Development Costs or Shared Research Costs that are reimbursable in whole or in part by the other Party, each Party shall submit a report setting forth a good faith estimate of the Development Costs or Shared Research Costs it incurred in such Calendar Quarter and an estimate of the amount of such Development Costs or Shared Research Costs that the other Party is required to reimburse. Within [***] following the end of such Calendar Quarter, each Party shall update such report to reflect the final amount of Development Costs or Shared Research Costs incurred by such Party in such Calendar Quarter and the final amount of the Development Costs or Shared Research Costs incurred that the other Party is required to reimburse. If there are any Development Costs or Shared Research Costs incurred in such Calendar Quarter that a Party is unable to timely include in such financial report, such amount shall be included and reconciled in the financial report for a future Calendar Quarter. Each such report shall specify in reasonable detail all applicable Development Costs or Shared Research Costs incurred by the Party providing the report and shall include reasonably detailed supporting documentation, and, if requested by the other Party, any invoices or other supporting documentation for any payments to a Third Party that individually [***]; any other documentation that is reasonably requested by the other Party shall be promptly provided by such other Party. Each Party will invoice the other Party for amounts of Development Costs or Shared Research Costs owed to the invoicing Party in respect of a Calendar Quarter within [***] following the end of such Calendar Quarter so that the Parties share the Development Costs or Shared Research Costs in accordance with Section 2.1.3, Section 8.2, Section 8.3 or Section 8.4, as applicable. Each such invoice shall be paid within 30 days after receipt of such invoice. In addition, following the Effective Date, each Party shall consider in good faith other reasonable procedures proposed by the other Party for sharing financial information relating to the amounts due hereunder in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense shall be counted more than once in calculating Development Costs, even if such costs or expense falls into more than one of the cost categories that comprise Development Costs.

Section 8.6    Budget Overages for JDPs. Subject to Schedule 4.3.3, neither Jazz nor Codiak shall be permitted to recover any portion of Development Costs such Party or its Affiliates incur in respect of a JDP that are in excess of [***] of the amount allocated for such Party for the applicable Calendar Year under the applicable Development Budget, without the prior approval of the other Party through the JSC.

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Section 8.7    Commercialization Costs; Net Profit/Net Loss.

8.7.1    Shared Territory; Profit and Loss. For any Licensed Product for which Codiak has exercised its Development and Commercialization Option, Codiak and Jazz shall share the Net Profit/Net Losses (including, for clarity, Allowable Expenses) of the Licensed Product in the Shared Territory [***].

8.7.2    Other Commercialization Costs. In all other cases, Jazz shall be solely entitled to and responsible for all Net Profit/Net Losses (including, for clarity, Allowable Expenses) for all Licensed Products (other than any indemnification obligations of Codiak and subject to the milestones and royalties that may be due to Codiak).

Section 8.8    Development Milestone Payments. Upon first achievement of each of milestones #1 and #2 below, Codiak will issue to Jazz an invoice for the corresponding milestone payment amount, which Jazz will pay only once, regardless of the total number of Collaboration Targets for which IND-enabling toxicology studies are commenced. Upon first achievement of a milestone event other than milestones #1 and #2 for a Licensed Product described in this Section 8.8 by Jazz or any of its Affiliates or Sublicensees, Jazz will notify Codiak of such achievement within [***] after the occurrence of such milestone event and Codiak will issue to Jazz an invoice for the corresponding milestone payment amount, which Jazz will pay only once per Licensed Product. Subject to the terms and conditions of this Agreement, for any milestone in this Section 8.8 that comes due, Jazz will pay to Codiak the following corresponding milestone payment within [***] after receipt of such invoice therefor, as follows:

No.	Development Milestone Event	Milestone Payments
1	Upon the [***].	[***]
2	Upon the [***]	[***]
	Maximum Possible Pre-IND Milestones in the Aggregate	Twenty million Dollars ($20,000,000)
3	IND Acceptance per Licensed Product	[***] for the [***] Licensed Product for which Codiak funded the IND-Enabling Studies [***] in all other cases
		Optioned Product	Non-Optioned Product
4	[***]	[***]	[***]
5	[***]	[***]	[***]
6	[***]	[***]	[***]
7	[***]	[***]	[***]
8	[***]	[***]	[***]
9	[***]	[***]	[***]
10	[***]	[***]	[***]
11	[***]	[***]	[***]
12	[***]	[***]	[***]
No.	Development Milestone Event	Milestone Payments
13	[***]	[***]	[***]
	Maximum possible IND Acceptance, clinical and regulatory milestones (i.e., milestones 3 through 13) per Licensed Product	[***]	[***]

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Section 8.9    Sales Milestone Payments. After the end of a Calendar Year, if based on the Royalty Reports submitted under this Agreement, Jazz has for the first time achieved a sales milestone specified below in such Calendar Year for a Licensed Product, which milestone shall be based on Net Sales in the Territory but, in the case of an Optioned Product, excluding Net Sales in the Shared Territory, then Codiak will issue an invoice to Jazz for the applicable amount and, subject to the terms and conditions of this Agreement, Jazz will pay to Codiak the invoiced amount within [***] after receipt of such invoice:

Calendar Year Net Sales Milestone	Milestone Payments
	Optioned Product	Non-Optioned Product
First occurrence of Calendar Year Net Sales in the Territory (but excluding the Shared Territory in the case of an Optioned Product), per Licensed Product (total of Net Sales in all Indications): [***] (the “First Sales Milestone”)	[***]	[***]
First occurrence of Calendar Year Net Sales in the Territory (but excluding the Shared Territory in the case of an Optioned Product), per Licensed Product (total of Net Sales in all Indications): [***] (the “Second Sales Milestone”)	[***]	[***]
Maximum Possible Total Sales Milestones Per Licensed Product	[***]	[***]

Each sales milestone payment is on a Licensed Product-by-Licensed Product basis and may only be earned once for each Licensed Product. Payments made under this Section 8.9 will be non-refundable (except in case of material error).

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Section 8.10    Royalties Payable.

8.10.1    For each Licensed Product, in partial consideration for the licenses and other rights granted to Jazz and its Affiliates herein, and subject to the terms and conditions of this Agreement, during the applicable Royalty Term for each country in the Territory, excluding the Shared Territory if Codiak has exercised its Development and Commercialization Option, Jazz will pay royalties to Codiak on Net Sales in the Territory by Jazz, its Affiliates or its Sublicensees on a Licensed Product-by-Licensed Product basis as follows:

Calendar Year Net Sales of the Applicable Licensed Product in the Territory (excluding the Shared Territory in the case of exercise of the Development and Commercialization Option)	Royalty Rate
For the portion of Net Sales of such Licensed Product in all Indications in any given Calendar Year less than or equal [***]	[***]
For the portion of Net Sales of such Licensed Product in all Indications in any given Calendar Year greater than [***] and less than or equal to [***]	[***]
For the portion of Net Sales of such Licensed Product in all Indications in any given Calendar Year greater than [***] and less than or equal to [***]	[***]
For the portion of Net Sales of such Licensed Product in all Indications in any given Calendar Year greater than [***]	[***]

The obligation to pay royalties applies only once with respect to the same unit of Licensed Product sold by Jazz, its Affiliate or Sublicensee.

8.10.2    Royalty Reductions.

(a)    In the event that, during the Royalty Term for a Licensed Product and a country, (i) at the time of the First Commercial Sale of such Licensed Product in such country there is no Valid Claim that is infringed by the sale of such Licensed Product in such country for so long as there is no such Valid Claim, or (ii) if any such Valid Claim did exist as of such First Commercial Sale or thereafter but such Valid Claim has expired or otherwise no longer meets the definition of Valid Claim, then for any royalty payments made during the period when the condition set forth in (i) or (ii) exists with respect to such Licensed Product and such country, the royalties payable with respect to Net Sales of such Licensed Product sold by Jazz, its Affiliates and its Sublicensees in such country shall be reduced by [***] of the royalties otherwise owed to Codiak pursuant to this Section 8.10. In addition, if in any country in the Territory during the Royalty Term for a Licensed Product for such country, a Biosimilar/Generic Product is sold in such country and, according to a reasonable information source or reasonable proxy mutually agreed by the Parties, the units sold of all Biosimilar/Generic Products, collectively, exceed [***] or more of the unit sales of such Licensed Product in such country, then thereafter, the royalties payable with respect to Net Sales of such Licensed Product sold by Jazz, its Affiliates and its Sublicensees in such country shall be reduced by [***] of the royalties otherwise owed to Codiak pursuant to this Section 8.10. The reductions provided for by this Section 8.10.2(a) shall be calculated using the methodology outlined in Exhibit D.

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(b)    Codiak will be responsible for all payment obligations owing to Third Parties under licenses to which Codiak or any of its Affiliates is a party as of the Effective Date or thereafter as set forth in Section 3.3. Other than any licenses or similar rights obtained by Jazz from a Third Party as contemplated in Section 3.3.5(b), if (i) the Exploitation of Licensed Compounds or Licensed Products as contemplated hereunder, including, for clarity, the use of any Agreed Included Codiak Platform Addition in connection with such Exploitation, would infringe or misappropriate any intellectual property that is owned or Controlled by a Third Party, and (ii) Jazz decides to obtain a license or other similar rights from such Third Party in order to avoid such infringement or misappropriation, then [***] of any payments made to such Third Party in connection with obtaining and maintaining such licenses may be deducted from the royalties otherwise payable by Jazz to Codiak hereunder; provided that in no event shall the aggregate royalties payable by Jazz to Codiak for any Calendar Quarter be reduced as a result of such deduction by more than [***] of the royalty that would otherwise have been due under Section 8.10.1, as such royalty amount is determined prior to the application of any reductions provided in this Section 8.10.2. If Jazz is unable to deduct the full amount of the payments to Third Parties contemplated by this Section 8.10.2(b) for a Calendar Quarter, Jazz will be entitled to carry forward such amounts and deduct them in future Calendar Quarters until such time as Jazz has been able to fully deduct such amounts from the royalties payable under Section 8.10.1. Notwithstanding the foregoing, in the case of payments due to a Third Party on sales in the Shared Territory for a Licensed Product for which Codiak exercised its Development and Commercialization Option, no deduction under this Section 8.10.2(b) shall be permitted but Jazz may include such payments in Allowable Expenses.

Section 8.11    Royalty Payment Terms. Royalties shown to have accrued by each Royalty Report provided for under this ARTICLE VIII will be due and payable [***] after the end of the applicable Calendar Quarter.

Section 8.12    Right to Credit or Offset. Upon notice by Jazz, Jazz will have the right, exercisable 3 Business Days following such notice, to offset any amount owed by Codiak to Jazz under or in connection with this Agreement and not being contested by Codiak in good faith in accordance with Section 14.2, including in connection with any breach or indemnification obligation by Codiak pursuant to ARTICLE XII, against any payments owed by Jazz to Codiak under this Agreement. Such credits or offsets will be in addition to any other rights or remedies available under this Agreement and Applicable Law.

Section 8.13    Payment Method. All payments by Jazz to Codiak under this Agreement will be paid in Dollars, and all such payments will be made by bank wire transfer in immediately available funds to the bank account designated by Codiak in writing; provided that such account information is provided to Jazz at least [***] prior to any such payment becoming due hereunder.

Section 8.14    Invoices. Except as may be otherwise provided in this Agreement, Jazz will not be responsible for any payment in respect of any invoice provided by Codiak hereunder until 30 days after the date on which Codiak delivers such invoice to Jazz.

Section 8.15    Late Payments. If a Party does not receive payment of any sum due to it on or before the due date therefor, simple interest will thereafter accrue on the sum due to such Party from the due date until the date of payment at an annual rate of the lower of (a) [***] (as reported in The Wall Street Journal (Eastern U.S. Edition)) or (b) the maximum rate allowed by Applicable Law.

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Section 8.16    Exchange Control. If at any time legal restrictions prevent the prompt remittance of part or all royalties with respect to any country in the Territory where any Licensed Product is sold, payment will be made through such lawful means or method as the Parties reasonably will determine.

Section 8.17    Taxes. Codiak will bear any and all taxes levied on account of any payment received under this Agreement. In the event that Jazz is required, under Applicable Law, to withhold any deduction or tax from any payment due to Codiak under this Agreement, such amount will be deducted from the payment to be made by Jazz and will be paid by Jazz to the proper taxing authority, and Jazz will notify Codiak and upon Codiak’s request promptly provide Codiak with copies of any tax certificate or other documentation evidencing such withholding (provided that such other documentation is in sufficient detail to allow Codiak to determine whether such withholding has been correctly applied or not). Each Party agrees to cooperate with the other Party in claiming exemptions from such deductions or withholdings under any agreement or treaty from time to time in effect.

Section 8.18    Reports; Currency; Records.

8.18.1    Royalty Reports. Commencing as of the First Commercial Sale for a Licensed Product, for so long as any Royalty Term remains in effect for such Licensed Product, Jazz will, with respect to each Calendar Quarter (or portion thereof), provide a written report showing (a) aggregate Net Sales of such Licensed Product which Jazz considers royalty bearing and the royalties due thereon for such Calendar Quarter, (b) the withholding taxes, if any, required by Applicable Law to be deducted in respect of such royalties, (c) the exchange rates (as determined pursuant to Section 8.16 herein) used in determining the royalty amount expressed in Dollars, and (d) any royalty reductions applied by Jazz pursuant to Section 8.10.2 (each, a “Royalty Report”). Such Royalty Report will be in the format set forth in Exhibit E. Royalty Reports will be due within [***] following the end of the Calendar Quarter to which such Royalty Report relates.

8.18.2    Currency. All Net Sales and royalties payable will be expressed in Dollars. With respect to sales of Licensed Products invoiced in a currency other than Dollars, Net Sales and the royalties will be expressed in the Dollars equivalent, calculated using Jazz’s (or its Affiliate’s or Sublicensee’s) then-current internal currency conversion methodology used to prepare its audited financial statements for external reporting purposes, which uses a widely accepted source of published exchange rates.

8.18.3    Records. For three years after the end of each Calendar Year, Jazz will keep (and will ensure that its Affiliates and Sublicensees will keep) complete and accurate records of Net Sales of Licensed Products in such Calendar Year and the calculation of royalties payable to Codiak in respect of such Net Sales in sufficient detail to allow an auditor to confirm the accuracy of relevant Royalty Report(s) during the course of an audit as referred to in Section 8.19.

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Section 8.19    Audits.

8.19.1    Upon the written request of a Party and with at least 10 days’ prior written notice, but not more than once in any Calendar Year and not more than once for a given period (unless there has been a discrepancy or variance, in which case further audits may be performed solely relating to, and as reasonably necessary to resolve, such discrepancy or variance), the other Party will permit an independent certified public accounting firm of internationally recognized standing, selected by the auditing Party and reasonably acceptable to the audited Party, at the auditing Party’s sole cost and expense (except as set forth in Section 8.19.2), to have access during normal business hours to such of the records of the audited Party as required to be maintained under this Agreement to verify the accuracy of (a) the Royalty Reports due hereunder, (b) any costs or expenses reimbursable by the auditing Party to the audited Party hereunder, and (c) any Allowable Expenses claimed to have been incurred by the audited Party. Such records will be made available at a centralized location in Europe or the United States to be mutually agreed in good faith between the Parties. Such accountants may only audit records relating to amounts paid or payable, or costs or expenses (including Allowable Expenses) incurred, in the prior three Calendar Years. The accounting firm will disclose to the auditing Party only whether the amounts reported by the audited Party were correct or not and the specific details concerning any discrepancies, and such information will be shared at the same time with the audited Party. No other information obtained by such accountants will be shared with the auditing Party. In the event there was an error in any such amounts, the auditor will have the right, at its sole discretion, to document such error with the auditor’s summary description thereof.

8.19.2    If such accounting firm concludes that any amounts are owed to the auditing Party, the audited Party will pay such amounts within 30 days following the date the audited Party is notified of the completion of such accounting firm’ s written report so concluding. The fees charged by such accounting firm will be paid by the auditing Party, except that if the audit discloses that there is a 5% variance (with respect to royalties, an underpayment and with respect to expenses, an overpayment) in the amounts actually owed hereunder for such Calendar Quarter, then the audited Party will pay the reasonable fees and expenses charged by such accounting firm.

Section 8.20    Confidential Financial Information. The Parties will treat all financial information subject to review under this ARTICLE VIII or under any sublicense agreement as Confidential Information of such Party as set forth in ARTICLE IX, and will cause its accounting firm to retain all such financial information in confidence under terms substantially similar to those set forth in ARTICLE IX and with respect to each inspection, the independent accounting firm will be obliged to execute for each Party’s benefit a reasonable confidentiality agreement prior to commencing any such inspection.

ARTICLE 9.

CONFIDENTIALITY

Section 9.1    Non-Disclosure Obligations. Except as otherwise provided in this ARTICLE IX, during the Term and for a period of [***] thereafter, each Party and its Affiliates

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will maintain in confidence, and use only for purposes as expressly authorized and contemplated by this Agreement, all Confidential Information of the other Party. “Confidential Information” means all confidential or proprietary Know-How (including the terms of this Agreement and information relating to such Party’s research programs, development, marketing and other business practices and finances), data, documents or other materials supplied by the other Party or its respective Affiliates under this Agreement, including such information as is marked or otherwise identified as “Confidential”; provided that notwithstanding anything to the contrary herein, (a) Confidential Information constituting Codiak Product-Specific Collaboration Know-How, Codiak Other Collaboration Know-How or Joint Collaboration Know-How (“Product Information”) shall be deemed the Confidential Information of both Codiak and Jazz (and each Party shall be deemed both the disclosing Party and the receiving Party with respect thereto), and (b) Confidential Information constituting Codiak Platform Know-How or, in respect of an Excluded Target, the fact that Codiak is researching such Excluded Target, shall be deemed the Confidential Information of Codiak (and Codiak shall be deemed the disclosing Party and Jazz shall be deemed the receiving Party with respect thereto). Without limiting the foregoing, each Party will use at least the same standard of care as it uses to protect its own Confidential Information to ensure that its and its Affiliates’ employees, agents, consultants, clinical investigators, (sub)licensees and (sub)contractors only make use of the other Party’s Confidential Information for purposes as expressly authorized and contemplated by this Agreement and do not disclose or make any unauthorized use of such Confidential Information.

Section 9.2    Permitted Disclosures.

9.2.1    Notwithstanding the foregoing, but subject to the last sentence of this Section 9.2, the provisions of Section 9.1 will not apply to information that the receiving Party can conclusively establish:

(a)    was published or otherwise entered the public domain or became generally available to the public other than by breach of this Agreement by the receiving Party or its Affiliates;

(b)    is permitted to be disclosed by prior consent of the disclosing Party;

(c)    was disclosed to the receiving Party or its Affiliates by a Third Party, provided that such information was not obtained by such Third Party directly or indirectly from the disclosing Party or its Affiliates on a confidential basis;

(d)    was already in the possession of the receiving Party, its Affiliates or (sub)licensees prior to disclosure by the disclosing Party under this Agreement, provided that this clause (d) shall not apply with respect to any Confidential Information that is deemed to be the Confidential Information of the other Party or of both Parties pursuant to clauses (a) or (b) of Section 9.1; or

(e)    was independently developed by or for the receiving Party or its Affiliates or (sub)licensees without reference to the disclosing Party’s Confidential Information, outside the Research Programs, EDPs, and JDPs, and not in connection with the receiving Party’s activities hereunder.

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Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of the receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the receiving Party unless the combination and its principles are in the public domain or in the possession of the receiving Party.

9.2.2    Notwithstanding the disclosures permitted under this Section 9.2.2 as set forth below, any Confidential Information so disclosed will remain subject to the confidentiality obligations of Section 9.1 unless and until any exceptions described in Section 9.2.1 apply. Either Party may disclose Confidential Information to the extent such disclosure is made:

(a)    in response to a valid order of a court of competent jurisdiction or other Governmental Authority or Regulatory Authority or if, in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law, including by reason of filing with the United States Securities and Exchange Commission or any national securities exchange, stock exchange or other securities trading institution; provided, however, that the receiving Party shall first have given notice to the disclosing Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or to seek, or request that the receiving Party seek, confidential treatment requiring that the Confidential Information and documents that are the subject of such order or required to be disclosed be held in confidence by such court or Governmental Authority or Regulatory Authority or, if disclosed, be used only for the purposes for which the order was issued or such disclosure was required by Applicable Law; and provided, further, that the Confidential Information so disclosed shall be limited to the information that is legally required to be disclosed in response to such order or by such Applicable Law;

(b)    by either Party, solely to the extent reasonably necessary to exercise such Party’s rights under Article X to prepare, file, prosecute, maintain and extend Jazz Patent Rights, Codiak Product-Specific Collaboration Patent Rights, Codiak Platform Patent Rights, Codiak Other Collaboration Patent Rights, and Joint Collaboration Patent Rights, as applicable; provided that such Party will provide the other Party with at least 30 days’ prior written notice of any such disclosure and take reasonable and lawful actions to avoid or minimize the degree of disclosure;

(c)    by the Lead Regulatory Party, to a Regulatory Authority, as reasonably required or useful in connection with any filing, submission or communication with respect to any Licensed Compound or Licensed Product as permitted hereunder; provided that reasonable measures will be taken to assure confidential treatment of such information, to the extent such protection is available;

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(d)    by either Party, to a sublicensee of any of the rights and licenses granted to such Party pursuant to Section 3.1 or Section 3.4.2(b), as reasonably necessary or useful to allow the sublicensee to conduct the activities it is permitted to conduct under the sublicense; provided that such sublicensee is then subject to obligations of confidentiality and limitations on use of such Confidential Information substantially similar to those contained herein;

(e)    by either Party, its Affiliates or its or their (sub)licensees to an actual or potential Third Party Manufacturing, Development or Commercialization collaborator, contractor or partner or otherwise as may be necessary or useful in connection with the exercise of rights and licenses or performance of obligations hereunder provided that such Third Party recipient is, if practicable, then subject to a customary written confidentiality agreement; or

(f)    by either Party to an actual or potential investor in or acquirer of the Party’s business to which this Agreement relates; provided that such Third Party recipient is then subject to customary written confidentiality obligations.

Section 9.3    Press Releases and Other Communications to Third Parties. Jazz will be responsible for, and control all, communications to Third Parties (subject to the remainder of this Section 9.3) or public communications regarding the Research Programs and other Exploitation of Licensed Compounds or Licensed Products. Other than as required by Applicable Law (including applicable requirements of a Regulatory Authority or of any stock exchange or other securities trading institution), Codiak and its Affiliates will not make any public announcement concerning this Agreement, any Collaboration Target, Licensed Compound, or Licensed Product, the achievement of any clinical, regulatory or Development milestones in respect of the Research Program, any Clinical Trials in respect of any Licensed Product, or any other subject matter reasonably related to this Agreement (collectively, the “Development Information”), in each case without the prior written consent of Jazz (such consent not to be unreasonably withheld or delayed). Subject to the foregoing, in the event of any required or proposed disclosure of Development Information by Codiak or its Affiliate, (a) the Parties will consult with each other in good faith regarding the timing thereof, and (b) Codiak or its Affiliate will provide Jazz with a copy of the proposed disclosure sufficiently in advance of its release to afford Jazz a reasonable opportunity to review and comment upon such proposed disclosure. In the event of any required or proposed disclosure of Development Information by Jazz or its Affiliates relating to a Research Program or any other activities conducted by Codiak, its Affiliates or (sub)contractors in connection with this Agreement, (i) the Parties will consult with each other in good faith regarding the timing thereof, and (ii) Jazz or its Affiliate will provide Codiak with a copy of the proposed disclosure sufficiently in advance of its release to afford Codiak a reasonable opportunity to review and comment upon such disclosure. Without limiting the foregoing, [***], except for (x) an initial press release to be mutually agreed upon by the Parties within [***] after the Effective Date, (y) disclosures made in compliance with Section 9.1, Section 9.2 and Section 9.5, and (z) disclosures made to attorneys, consultants, and accountants retained to represent such Party in connection with the negotiation and consummation of the transactions contemplated hereby, including in connection with enabling such Party’s performance of its obligations or exercise of its rights hereunder. Without limiting the foregoing, in the event that Codiak anticipates that its receipt of payment in respect of any

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sales milestone pursuant to Section 8.9 will be required to be disclosed in any publicly-available financial statement or report of Codiak or any of its Affiliates, Codiak will notify Jazz as far in advance of such disclosure as is reasonably possible in order to enable Jazz to coordinate its own disclosure of related information (e.g., information about the level of sales that resulted in the payment of such sales milestone).

Section 9.4    Publications and Presentations. Jazz and its Affiliates may publish or present, or permit to be published or presented, the design (including clinical design, but excluding any Codiak Platform Know-How) or results of the Development, Manufacture, Commercialization, or other Exploitation of the Collaboration Targets, Licensed Compounds, or Licensed Products (the “Covered Results”). Codiak agrees that, except as required by Applicable Laws, it and its Affiliates shall not publish or present, or permit to be published or presented, the Covered Results without the prior review by and approval of Jazz, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that it shall be deemed reasonable for Jazz to withhold its consent to any request by Codiak to publish or present any Covered Results prior to the planned publication or dissemination of such Covered Results by Jazz or its Affiliates. Each Party shall provide to the other Party the opportunity to review each of the submitting Party’s proposed (a) abstracts and manuscripts for scientific journals or conferences that relate to the Covered Results at least [***] prior to intended submission for publication, and (b) presentations at scientific conferences (including information to be presented verbally) that relate to the Covered Results at least [***] prior to its intended presentation. Upon written request from a Party given within such applicable review period, the other Party shall (i) not submit such abstract or manuscript for publication or make such presentation until appropriate patent applications are filed to protect any unpatented Know-How disclosed in such publication or presentation that such Party reasonably believes may be patentable and (ii) remove any Confidential Information of such Party that is disclosed in any such proposed publication or presentation prior to such publication or presentation. Once such abstracts, manuscripts or presentations (or the information contained therein) have been reviewed and, if applicable, modified for publication or presentation pursuant to this Section 9.4, the same abstracts, manuscripts or presentations (and the information contained therein) do not have to be provided again by one Party to the other Party for review for a later submission for publication. In any permitted publication or presentation by a Party, the other Party’s contribution shall be duly recognized, and co-authorship shall be determined in accordance with customary industry standards.

Section 9.5    Use of Name. [***]. The restrictions imposed by this Section 9.5 will not prohibit (a) Jazz or its Affiliates from making any disclosure identifying Codiak or its Affiliates to the extent required in connection with its exercise of its rights or obligations under this Agreement or (b) either Party from making any disclosure identifying the other Party that is required by Applicable Law or the rules of a stock exchange on which the securities of the such Party are listed (or to which an application for listing has been submitted).

Section 9.6    Return of Confidential Information. Upon the effective date of the termination of this Agreement for any reason, but subject to ARTICLE XIII, with respect to Confidential Information to which a Party does not retain rights under the surviving provisions of this Agreement, upon and in accordance with the other Party’s request in writing, the non-

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requesting Party will, at the requesting Party’s election, either: (a) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (b) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will be permitted to retain such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will continue to be subject to the terms of this Agreement for the period set forth in Section 9.1.

ARTICLE 10.

INTELLECTUAL PROPERTY

Section 10.1    Disclosure of Inventions.

10.1.1    By Codiak. Codiak and its Affiliates will promptly disclose to Jazz (a) any Joint Collaboration Know-How, Codiak Product-Specific Collaboration Know-How, or Codiak Other Collaboration Know-How that is conceived, discovered, developed or generated by or on behalf of Codiak, (b) other than Codiak Platform Know-How, any Know-How in the Reciprocal Codiak Partner Technology, and (c) any Codiak Platform Know-How, in all cases (clauses (a), (b) and (c) other than Joint Collaboration Know-How), as and to the extent necessary for Jazz to perform its obligations or exercise its rights or licenses hereunder.

10.1.2    By Jazz. Jazz and its Affiliates will promptly disclose to Codiak (a) any Joint Collaboration Know-How or Codiak Platform Know-How that is conceived, discovered, developed or generated by or on behalf of Jazz and (b) any Know-How in the Reciprocal Jazz Partner Technology.

Section 10.2    Ownership of Intellectual Property.

10.2.1    Collaboration IP. Subject to the licenses granted in ARTICLE III, as between the Parties:

(a)    Jazz will own all right, title and interest in and to any Jazz Collaboration IP.

(b)    Codiak will own all right, title and interest in and to any Codiak Collaboration IP.

(c)    Jazz and Codiak will jointly own, with each having an undivided one-half interest, all right, title and interest in and to any Joint Collaboration IP. Subject to the exclusive licenses to Jazz and its Affiliates under Section 3.1, each Party will have the right to

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Exploit the Joint Collaboration IP for all purposes, and to grant licenses and other rights to Affiliates and Third Parties to Exploit the Joint Collaboration IP for all purposes, provided that neither Party or its Affiliates shall grant any such license or other rights to Third Parties without prior written consent from the other Party.

(d)    United States Law. The determination of whether Know-How is conceived, discovered, developed or otherwise made by a Party for the purpose of allocating proprietary rights (including Patent Rights, copyright or other intellectual property rights) therein, will, for purposes of this Agreement, be made in accordance with Applicable Law in the United States, irrespective of where or when such conception, discovery, development or making occurs, and any dispute relating thereto will be finally adjudicated by an independent U.S. counsel with appropriate expertise that is jointly appointed by Jazz and Codiak (and the fees of such counsel will be borne equally by the Parties).

(e)    Clinical Data. Notwithstanding the foregoing, Jazz shall solely own all clinical data and results generated under this Agreement.

10.2.2    Assignment. Each Party will, and does hereby, assign, and will cause its Affiliates and its and their sublicensees to so assign, to the other Party, without additional compensation, such right, title and interest in and to any Know-How and any intellectual property rights with respect thereto, as is necessary to fully effect, as applicable, the sole or joint ownership specified in this Section 10.2.

Section 10.3    Patent Prosecution and Maintenance.

10.3.1    Jazz Patent Rights and Codiak Product-Specific Collaboration Patent Rights. Jazz will have the sole right, but not obligation, to prepare, file, prosecute, maintain and extend the Jazz Patent Rights and, subject to Codiak’s filing of continuing patent applications as and to the extent required by Section 10.3.2, Codiak Product-Specific Collaboration Patent Rights at Jazz’s sole cost and through counsel of Jazz’s choice.

10.3.2    Codiak Platform Patent Rights and Codiak Other Collaboration Patent Rights. Codiak will have the sole right, but not obligation, to prepare, file, prosecute, maintain and extend the Codiak Platform Patent Rights at Codiak’s sole cost and through counsel of Codiak’s choice. However, with respect to any claims that (a) are, or, based on the applicable disclosures, reasonably could be, in a patent application that is a Codiak Platform Patent Right or a Codiak Other Collaboration Patent Right and (b) reasonably could qualify as Codiak Product-Specific Collaboration Patent Rights if such claims were separated from the remainder of such patent application, Codiak and its Affiliates will file a continuing patent application including only such claims. For the avoidance of doubt, such continuing patent application will be classified as a Codiak Product-Specific Collaboration Patent Right for all purposes hereunder. Codiak will have the first right but not the obligation to prepare, file, prosecute, maintain and extend the Codiak Other Collaboration Patent Rights at Codiak’s sole cost and through counsel of Codiak’s choice; provided, however, that Codiak will consider the comments of Jazz and Jazz’s patent counsel on the preparation, filing, prosecution and maintenance of any such Codiak Other Collaboration Patent Rights. In the event that Codiak elects not to prepare, file, prosecute, or maintain any Codiak Other Collaboration Patent

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Rights in the Territory for other than reasonable, good-faith strategic patent-related reasons, Codiak will provide sufficient advance notice to Jazz of any applicable deadlines and, at Jazz’s election, Codiak and its Affiliates will assign all right, title and interest to such Patent Rights to Jazz sufficiently in advance of any applicable deadlines, and in any event as promptly as practicable, after which Jazz may at its sole cost pursue any such Patent Rights (and, for clarity, such Patent Rights will become Jazz Patent Rights).

10.3.3    Joint Collaboration Patent Rights. Jazz will have the first right but not the obligation to prepare, file, prosecute, maintain and extend the Joint Collaboration Patent Rights at Jazz’s sole cost and through counsel of Jazz’s choice; provided, however, that Jazz will consider the comments of Codiak and Codiak’s patent counsel on the preparation, filing, prosecution and maintenance of any such Joint Collaboration Patent Rights. In the event that Jazz elects not to prepare, file, prosecute, or maintain any such Patent Rights for other than reasonable, good-faith strategic patent-related reasons, Jazz will provide sufficient advance notice to Codiak of any deadlines, and Codiak may at its sole cost pursue any such Patent Rights (which, for clarity, will remain Joint Collaboration Patent Rights).

10.3.4    Cooperation.

(a)    Jazz Patent Rights and Codiak Product-Specific Collaboration Patent Rights. Codiak and its Affiliates will, and will cause their inventors or other employees to, fully cooperate with Jazz or anyone acting on its behalf with regard to the preparation, filing, prosecution, and maintenance of any Jazz Patent Right or Codiak Product-Specific Collaboration Patent Right in order to reasonably implement the foregoing provisions of this Section 10.3. Such cooperation may include Codiak’s and its Affiliates’ execution of necessary legal documents, coordinating filing or prosecution of applications to avoid potential issues during prosecution (including novelty, non-obviousness, enablement, estoppel and double patenting), and the assistance of Codiak’s and its Affiliates’ relevant personnel and the transfer of the applicable patent files to Jazz.

(b)    Joint Collaboration Patent Rights. The non-prosecuting Party will, and will cause its inventors or other employees to, fully cooperate with the prosecuting Party or anyone acting on its behalf with regard to the preparation, filing, prosecution, and maintenance of any Joint Collaboration Patent Right in order to reasonably implement the foregoing provisions of this Section 10.3. Such cooperation may include the non-prosecuting Party’s execution of necessary legal documents, coordinating filing or prosecution of applications to avoid potential issues during prosecution (including novelty, non-obviousness, enablement, estoppel and double patenting), and the assistance of the non-prosecuting Party’s relevant personnel and the transfer of the applicable patent files to the prosecuting Party.

10.3.5    Patent Term Extension and Supplementary Protection Certificates.

(a)    Jazz Patent Rights and Codiak Product-Specific Collaboration Patent Rights. As between the Parties, Jazz or its Affiliate or Sublicensee will at all times have the sole right to make decisions regarding, and to apply for, patent term extensions in the Territory, including the United States with respect to extensions pursuant to 35 U.S.C. § 156 et seq., and in other jurisdictions pursuant to supplementary protection certificates, and in all

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jurisdictions with respect to any other extensions that are now or become available in the future, wherever applicable (collectively, the “Extensions”), for the Jazz Patent Rights and Codiak Product-Specific Collaboration Patent Rights, including whether or not to file or withdraw any Extensions. Codiak and its Affiliates will provide prompt and reasonable assistance with respect thereto, as requested by Jazz, including by taking such action as patent holder as is required under any Applicable Law to obtain such Extensions.

(b)    Joint Collaboration Patent Rights. As between the Parties, the prosecuting Party will at all times have the sole right to make decisions regarding, and to apply for, Extensions for the Joint Collaboration Patent Rights and Codiak Other Collaboration Patent Rights with respect to the Licensed Compounds and Licensed Products, in each case including whether or not to file or withdraw any Extensions. The non-prosecuting Party will provide prompt and reasonable assistance with respect thereto, as requested by the prosecuting Party, including by taking such action as patent holder as is required under any Applicable Law to obtain such Extensions.

10.3.6    Interference, Opposition, Revocation and Declaratory Judgment Actions.

(a)    Interferences. If Jazz decides to provoke or institute an interference action with respect to any Third Party Patent Right in the Territory on the basis of any Jazz Patent Right or Codiak Product-Specific Collaboration Patent Right, then Jazz will control such action and be responsible for all of the costs and expenses the Parties incur in performing activities at Jazz’s request in connection with such action. If Codiak decides to provoke or institute an interference action with respect to any Third Party Patent Right in the Territory on the basis of any Codiak Platform Patent Right, then Codiak will control such action and be responsible for all of the costs and expenses the Parties incur in performing activities at Codiak’s request in connection with such action. If the then-prosecuting Party decides to provoke or institute an interference action with respect to any Third Party Patent Right in the Territory on the basis of any Codiak Other Collaboration Patent Right or Joint Collaboration Patent Right, then the then-prosecuting Party will control such action and be responsible for all of the costs and expenses the Parties incur in performing activities at such then-prosecuting Party’s request in connection with such action.

(b)    Other Proceedings. If either Party determines that, based upon the review of a Third Party’s Patent Rights or other intellectual property rights, it may be desirable in connection with any Collaboration IP, Collaboration Target, Licensed Compound, or Licensed Product to provoke or institute an opposition, revocation, post-grant review or, other than an interference, any other patent office proceeding or declaratory judgment action with respect to such Third Party Patent Rights or other intellectual property rights in the Territory, then the Parties will consult with one another, provided that each Party will be free to proceed as such Party deems fit in its sole discretion in respect of any such proceeding or action and will bear its own costs and expenses in connection therewith.

10.3.7    Common Ownership Under Joint Research Agreements. This Agreement will be understood to be a joint research agreement under 35 U.S.C. § 102(c)

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entered into for the purposes of researching, identifying and Developing Licensed Compounds and Licensed Products. The Parties will coordinate their activities with respect to any submissions, filings or other activities in support thereof. The Parties acknowledge and agree that this Agreement is a “joint research agreement” as defined in 35 U.S.C. § 100(h).

Section 10.4    Enforcement of Patent Rights.

10.4.1    Notification of Infringement. In the event that a Party becomes aware of an infringement or misappropriation of any Codiak IP, Jazz IP or Joint Collaboration IP in the Field and in the Territory as it relates to a Collaboration Target, Licensed Compound, or Licensed Product (“Infringement”), it will promptly notify the other Party and provide such other Party with all details of such infringement of which it is aware (each, an “Infringement Notice”).

10.4.2    Enforcement. In response to any Infringement Notice, with respect to any Infringement, (a) Jazz will have the sole right, but not the obligation, to enforce the Jazz Patent Rights and the Codiak Product-Specific Collaboration Patent Rights, (b) Codiak will have the sole right, but not the obligation, to enforce the Codiak Platform Patent Rights, (c) Codiak will have the first right, but not the obligation, to enforce the Codiak Other Collaboration Patent Rights, and (d) Jazz will have the first right, but not the obligation, to enforce the Joint Collaboration Patent Rights; provided that, (i) if there are no Jazz Patent Rights, Codiak Product-Specific Collaboration Patent Rights, or Joint Collaboration Patent Rights, and no Codiak Other Collaboration Patent Rights that Jazz has the right to enforce, in each case, that can reasonably be enforced against such Infringement, then Jazz may request Codiak and its Affiliates to enforce a Codiak Platform Patent Right against such Infringement and Codiak will reasonably consider such enforcement and shall undertake such enforcement unless Codiak has a reasonable, good-faith strategic patent-related reason to decline to so enforce. If Codiak elects not to enforce a Codiak Other Collaboration Patent Right, then Codiak will so notify Jazz, and Jazz will then have the right to enforce such Codiak Other Collaboration Patent Right unless Codiak declined to enforce for reasonable, good-faith strategic patent-related reasons. If Jazz elects not to enforce a Joint Collaboration Patent Right, then Jazz will so notify Codiak, and Codiak will then have the right to enforce such Joint Collaboration Patent Right unless Jazz declined to enforce for reasonable, good-faith strategic patent-related reasons. In the event of an Infringement that constitutes a misappropriation, the foregoing principles will apply, mutatis mutandis.

10.4.3    Cooperation; Settlement. At the request of the Party bringing or defending the action against any Infringement, the other Party will provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required (at the enforcing Party’s expense). In connection with a proceeding with respect to an Infringement covered by this Section 10.4, the Party bringing the action will not enter into any settlement admitting the invalidity or unenforceability of the Codiak Other Collaboration Patent Rights or Joint Collaboration Patent Rights, as applicable, without the prior written consent of such other Party.

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10.4.4    Costs and Recoveries.

(a)    Costs. Except as otherwise agreed by the Parties in connection with a cost sharing arrangement, each Party will bear its own costs under this Section 10.4 (including pre-litigation expenses).

(b)    Recoveries. Any recovery realized as a result of an enforcement action (whether by way of settlement or otherwise) brought by either Party hereunder shall first be applied to reimburse the reasonable out-of-pocket expenses of the enforcing Party incurred in connection with the action and then to reimburse the reasonable out-of-pocket expenses, if any, of the other Party incurred in connection with the action. If any amount of any such recovery remains after such reimbursements (such amount, the “Remaining Recovery”), such Remaining Recovery shall be allocated to the Parties as follows:

i.    For any enforcement action brought by Jazz in exercising its (A) sole right to enforce under Section 10.4.2(a) (with respect to the Jazz Patent Rights and the Codiak Product-Specific Collaboration Patent Rights) or (B) first right to enforce under Section 10.4.2(d) (with respect to the Joint Collaboration Patent Rights), any Remaining Recovery will be treated as Net Sales except with respect to the Shared Territory in the case in which the Parties are sharing Net Profits/Net Losses, in which case the Remaining Recovery for the Shared Territory shall be shared equally by the Parties.

ii.    For any enforcement action brought by Codiak in exercising its (A) sole right to enforce under Section 10.4.2(b) (with respect to the Codiak Platform Patent Rights) or (B) first right to enforce under Section 10.4.2(c) (with respect to the Codiak Other Collaboration Patent Rights), any Remaining Recovery will be shared equally by the Parties.

iii.    For any enforcement action brought by [***], the enforcing Party shall retain [***] and [***] shall be paid to the other Party.

Section 10.5    Separate Representation. The Party not bringing an action with respect to an Infringement in the Territory under this ARTICLE X will be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party will at all times cooperate fully with the Party bringing such action.

Section 10.6    Third Party Actions.

10.6.1    Notification of Third Party Action. Each Party will immediately disclose to the other Party in writing any warning letter or other notice of infringement or misappropriation received by such Party, or any action, suit or proceeding brought against such Party alleging infringement of a Patent Right or misappropriation of intellectual property of any Third Party, in each case, arising from the Exploitation of any Licensed Compound or Licensed Product in the Field, but excluding any defense or counterclaim in connection with an infringement action initiated pursuant to Section 10.4 (each, a “Third Party Action”).

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10.6.2    Consultation. The Parties will reasonably cooperate and consult with each other on all material aspects of the defense of Third Party Actions. No Party will admit the invalidity or unenforceability of any Patent Right owned by or licensed to the other Party or its Affiliates or any Joint Collaboration Patent Rights without the other Party’s prior written consent.

Section 10.7    Invalidity or Unenforceability Defenses or Actions. Each Party will promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Jazz Patent Rights, Codiak Product-Specific Collaboration Patent Rights, Codiak Platform Patent Rights, Codiak Other Collaboration Patent Rights, or Joint Collaboration Patent Rights by a Third Party of which such Party becomes aware, including, for example, in connection with oppositions, nullity or revocation actions, post-grant reviews and other patent office proceedings involving such Patent Rights, provided that, in the event such alleged or threatened assertion of invalidity or unenforceability is raised in an enforcement action, the allocation of responsibility for costs will be determined in accordance with Section 10.4. [***]. Jazz will have the first right, but not the obligation, to control the defense of any Joint Collaboration Patent Rights at Jazz’s sole cost and expense. If Jazz elects not to defend or control the defense of the applicable Joint Collaboration Patent Rights in a suit brought in the Territory or otherwise fails to initiate and maintain any such defense, then Codiak may, at its sole cost and expense, conduct and control such defense using counsel of its own choice. Where a Party controls a defense pursuant to this Section 10.7, the other Party will have the right to participate in such defense using counsel of its choice at its sole cost and expense (provided that the controlling Party will retain control of such defense) and will, and will cause its Affiliates to, assist and cooperate with the controlling Party, at the controlling Party’s expense, as such controlling Party may reasonably request from time to time. In connection with any activities with respect to the defense of any Codiak Other Collaboration Patent Right or Joint Collaboration Patent Right pursuant to this Section 10.7, the controlling Party will (a) consult with the other Party as to the strategy for such activities, (b) consider in good faith any comments from the other Party and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense.

Section 10.8    Trademarks; Domain Names. Jazz will have the sole right to select the trademarks to be used in connection with the sale or marketing of the Licensed Products in the Territory (any such trademarks, excluding any corporate names and logos of either Party, the “Product Trademarks”). Jazz will have the sole right to register, maintain and defend all Product Trademarks, at Jazz’s own cost and expense, and Jazz will own all Product Trademarks. Codiak will not, and will ensure that its Affiliates will not, (a) use in their respective businesses any trademark that is confusingly similar to, misleading or deceptive with respect to or that dilutes any (or any part) of any Product Trademark, (b) do any act that endangers, destroys, or detrimentally affects, in any material respect, the value of the goodwill pertaining to any Product Trademark, or (c) attack, dispute or contest the validity of or ownership of any Product Trademark anywhere in the Territory or any registrations issued or issuing with respect thereto. Jazz and its Affiliates shall have the sole right to obtain and maintain domain names, social media handles and the like for use with the Licensed Products.

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ARTICLE 11.

REPRESENTATIONS AND WARRANTIES; COVENANTS

Section 11.1    Mutual Representations, Warranties and Covenants. Each Party hereby represents and warrants, as of the Effective Date, and covenants (as applicable) to the other Party as follows:

11.1.1    Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

11.1.2    Authority and Binding Agreement. It (a) has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder, and (b) has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. Its execution of and performance under this Agreement does not violate or breach any obligation or restriction (including any confidentiality or non-competition obligation or any exclusivity restriction) to which such Party is legally bound by contract, judicial order or otherwise.

11.1.3    No Conflict. It is not a party to any agreement that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement. It has the full right to grant the licenses or sublicenses (as applicable) granted herein and such grant will not result in the misappropriation of any Third Party intellectual property or violation of any Third Party’s rights with respect thereto. During the Term, it will not enter into any agreement, contract, commitment or other arrangement that could reasonably be expected to conflict with the rights granted to the other Party hereunder or otherwise prevent the other Party from exercising the rights granted to it hereunder. Neither Party will misappropriate any trade secret of a Third Party in connection with the performance of its activities hereunder.

11.1.4    No Debarment. (a) Neither it nor any of its Affiliates has been debarred or is subject to debarment pursuant to Section 306 of the FFDCA or analogous provisions of Applicable Law outside the United States or listed on any Excluded List and (b) neither it nor any of its Affiliates has, to its knowledge, used in any capacity, in connection with the activities to be performed under this Agreement, any individual or entity that has been debarred pursuant to Section 306 of the FFDCA or analogous provisions of Applicable Law outside the United States, or that is the subject of a conviction described in such Section or analogous provisions of Applicable Law outside the United States, or listed on any Excluded List. Without limiting the foregoing, neither Party nor any of its Affiliates will use in any capacity, in connection with the performance of the activities hereunder, any Person

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that has been debarred pursuant to Section 306 of the FFDCA or that is the subject of a conviction described in such section. Each Party will inform the other Party in writing promptly if it or any such Person that is performing any activities hereunder is debarred or is the subject of a conviction described in Section 306 of the FFDCA or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to Codiak’s or its Affiliates’ knowledge, is threatened, related to the debarment or conviction of it or any such Person performing any activities hereunder.

11.1.5    Government Authorizations. It will maintain throughout the Term all permits, licenses, registrations and other forms of authorizations and approvals from any Governmental Authority as necessary or required to be obtained or maintained by such Party in order for such Party to execute and deliver this Agreement and to perform its obligations hereunder in a manner which complies with all Applicable Law.

11.1.6    No Misappropriation of Third Party Intellectual Property. Each Party will not, and will cause its Affiliates not to, knowingly misappropriate any intellectual property of a Third Party in connection with developing the Licensed IP or the performance of the Research Programs or such Party’s or its Affiliates’ other obligations under this Agreement.

11.1.7    Conduct of Activities.

(a)    In the performance of its obligations under this Agreement, it will comply, and will cause its and its Affiliates’ employees and contractors to comply, with all Applicable Laws and will obtain and maintain all licenses, permits, approvals and other authorizations applicable to it in order to enable it to perform its respective obligations hereunder.

(b)    It (i) will ensure that its personnel receive appropriate training on the Anti-Corruption Laws, (ii) will provide, at the other Party’s request, a certification in a form reasonably satisfactory to such other Party, as to its compliance with the foregoing clause (i), and (iii) agrees, on behalf of itself, its Affiliates, and its and their officers, directors, employees, agents, representatives, consultants, and (sub)contractors (together with such Party, the “Party Representatives”) that, in connection with the performance of its obligations hereunder or the Exploitation of the Licensed Compounds or the Licensed Products, the Party Representatives will comply with Jazz’s anti-corruption policy as set forth at www.jazzpharmaceuticals.com and will not, directly or indirectly, solicit, receive or agree to accept any payment of money or anything else of value in violation of Anti-Corruption Laws or pay, offer or promise to pay, or authorize the payment of any money, or give, offer or promise to give, or authorize the giving of anything else of value, to:

i.    any Government Official in order to influence official action;

ii.    any Government Official (A) to influence such Person to act in breach of a duty of good faith, impartiality or trust (“Acting Improperly”), (B) to reward such Person for Acting Improperly, or (C) where such Person would be Acting Improperly by receiving the money or other thing of value;

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iii.    any Person while knowing or having reason to believe that all or any portion of the money or other thing of value will be paid, offered, promised or given to, or will otherwise benefit, a Government Official in order to influence official action for or against either Party in connection with the matters that are the subject of this Agreement; or

iv.    any other Person to secure an improper advantage. It is the intent of the Parties that no payments or transfer of value will be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining or retaining business. This clause will not, however, prohibit ordinary and customary business entertainment or the giving of business mementos of nominal value in connection with a Party’s performance under this Agreement to the extent otherwise permitted by the Anti-Corruption Laws and this Agreement.

In the event that during the Term either Party or its Affiliates fail to comply with the covenants set forth in this Section 11.1.7(b), such Party will promptly notify the other Party thereof in writing and, whether or not such notice is provided, such other Party may make any disclosure to Governmental Authorities or otherwise as it determines is appropriate in its sole discretion.

(c)    As to all matters contained in this Agreement, it will conduct the activities allocated to it in compliance in all material respects with all Applicable Laws and in accordance with good scientific, clinical, laboratory and manufacturing practices and applicable industry ethical codes, applicable under the laws and regulations of the country in which such activities are conducted.

11.1.8    Safety Data Exchange. Each Party and its Affiliates will provide the other Party or its designated Affiliate(s) with all information reasonably necessary or desirable for such Party or such Affiliate(s) to comply with its pharmacovigilance responsibilities in all countries in the Territory, including, as applicable, any adverse drug experiences (including those events or experiences that are required to be reported to the FDA under 21 CFR Sections 312.32 or 314.80 or to foreign Regulatory Authorities under corresponding Applicable Law outside the United States) from pre-clinical, clinical laboratory, animal toxicology, pharmacology, and clinical studies, and from commercial experiences, in each case in the form reasonably requested by such Party or such Affiliate(s). Subject to the terms of this Agreement, as soon as practicable following the request of Jazz, but in any event within [***] after such request, the Parties (under the guidance of their respective pharmacovigilance departments) will negotiate and enter into a reasonable and customary safety data exchange agreement (the “SDEA”). Among other things, the SDEA will provide the right for each Party to cross-reference all relevant safety data of the other Party.

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Section 11.2    Additional Representations and Warranties of Codiak. Except as otherwise disclosed on Schedule 11.2, Codiak represents and warrants to Jazz as of the Effective Date as follows:

11.2.1    No Infringement or Misappropriation by Third Parties. To Codiak’s and its Affiliates’ knowledge, there are no activities by Third Parties that would constitute misappropriation of the Codiak Know-How or infringement of the Codiak Patent Rights within the Territory.

11.2.2    Ownership. Codiak and its Affiliates Control the Codiak IP free and clear of all Liens. Codiak and its Affiliates have the exclusive right to grant all rights and licenses (or sublicenses, as the case may be) that they purport to grant to Jazz or its Affiliates under this Agreement (other than any rights and licenses that may be granted to Jazz or its Affiliates on a non-exclusive basis) and, except as set forth on Schedule 11.2.6, neither such rights and licenses nor any other provision of this Agreement are subject to any in-license or other similar agreements with another Person regarding any intellectual property rights licensed hereunder. Codiak and its Affiliates have not misappropriated any intellectual property of a Third Party in connection with developing the Codiak IP.

11.2.3    Validity and Enforceability. Codiak and its Affiliates have complied in all material respects with all Applicable Law with respect to the filing, prosecution and maintenance of the Codiak Patent Rights. Codiak and its Affiliates have paid all maintenance and annuity fees with respect to the Codiak Patent Rights in a manner that has not jeopardized the validity or enforceability of any Codiak Patent Right in any respect. To Codiak’s and its Affiliates’ knowledge, no dispute regarding inventorship has been alleged or threatened with respect to any Codiak Patent Rights.

11.2.4    No Action or Claim. To Codiak’s knowledge, there are no actual, pending alleged or threatened, adverse actions, suits, claims, interferences, re-examinations, oppositions, inventorship challenges or formal governmental investigations involving the Codiak IP that are in or before any Governmental Authority and that, if adversely determined, would have a material adverse effect upon the ability of Codiak or its Affiliates to (a) use the Codiak IP in connection with the activities to be conducted hereunder, (b) (sub)license the Codiak IP to Jazz and its Affiliates pursuant to ARTICLE III, or (c) fulfil its or their obligations pursuant to the terms of this Agreement.

11.2.5    Codiak Patent Rights. Schedule 11.2.5 includes a complete and correct list of all Codiak Patent Rights as of December 17, 2018. During the Term, Codiak will promptly notify Jazz of any changes in the Codiak Patent Rights and provide an updated Schedule 11.2.5 reflecting such changes. Except as set forth in Schedule 11.2.6, (a) no rights or licenses are required under the Codiak IP or Codiak Regulatory Documentation for Jazz or its Affiliates to Develop, Manufacture, Commercialize, or otherwise Exploit Licensed Compounds or Licensed Products as contemplated herein other than those granted under ARTICLE III, and (b) neither Codiak nor its Affiliates have previously entered into any agreement, whether written or oral, with respect to, or otherwise assigned, transferred, licensed, conveyed or otherwise encumbered its right, title or interest in or to, (i) the Codiak IP or Codiak Regulatory Documentation (including by granting any covenant not to sue with respect thereto) or (ii) any Patent Right or other intellectual property or proprietary right that would be Codiak IP or Codiak Regulatory Documentation but for such assignment, transfer, license, conveyance or encumbrance, in each case ((i) and (ii)) that is inconsistent with the

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rights and licenses granted to Jazz and its Affiliates under this Agreement. To Codiak’s and its Affiliates’ knowledge, neither (x) the materials to be supplied by Codiak and its Affiliates for the conduct of the Research Plan, nor (y) the use and practice of the Codiak IP as contemplated hereunder, will infringe any intellectual property rights of any Third Party.

11.2.6    Codiak In-Licenses.

(a)    True, complete and correct copies of all license and other agreements regarding any intellectual property rights licensed by Codiak and its Affiliates to Jazz and its Affiliates hereunder (redacted as necessary to remove competitively sensitive financial information) (such agreements, the “Codiak In-Licenses” and such intellectual property rights, the “Codiak In-License IP”) have been provided to Jazz and all of the Codiak In-Licenses are listed on Schedule 11.2.6.

(b)    All Codiak In-License IP is Controlled by Codiak or its Affiliates and the rights and obligations of the Parties hereunder are fully consistent with and are not limited by the Codiak In-Licenses, including such that the rights granted to Jazz and its Affiliates hereunder to the Codiak In-License IP are no more restricted than the analogous rights granted to Jazz and its Affiliates hereunder with respect to intellectual property rights wholly owned by Codiak or its Affiliates.

(c)    No rights or licenses are required under the Codiak IP as it exists as of the Effective Date for Jazz or its Affiliates to Exploit the Licensed Compounds or Licensed Products as contemplated hereunder except those granted under Section 3.1.

(d)    Codiak and its Affiliates will not (i) commit any acts or permit the occurrence of any omissions that would cause a breach or termination of any Codiak In-License that would materially restrict Jazz’s rights under this Agreement or (ii) amend or otherwise modify, or permit to be amended or modified, any Codiak In-License in a way that would materially restrict Jazz’s rights under this Agreement without Jazz’s prior written consent.

(e)    The (sub)licenses granted to Codiak or its Affiliates in the Codiak In-Licenses are sublicensable to Jazz and its Affiliates as sublicensed hereunder.

(f)    The Codiak In-Licenses are in full force and effect, have been duly maintained, have not been cancelled, expired or abandoned, and Codiak and its Affiliates are not aware of any challenges to or violation of the rights granted thereunder by any Third Party.

(g)    Codiak and its Affiliates are not in breach under any Codiak In-Licenses, nor, to Codiak’s and its Affiliates’ knowledge, is any counterparty thereto, and neither Codiak nor its Affiliates have received any notice of breach under any Codiak In-Licenses and Codiak and its Affiliates do not know of any basis for any such action.

(h)    Codiak and its Affiliates will not use the Codiak IP set forth in Schedule 1.1.142 in conducting its activities hereunder. In the event that Codiak and its Affiliates use any such Excluded IP, Codiak and its Affiliates will be responsible for any license payments to any Third Party with respect to such Excluded IP.

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11.2.7    Third Party Agreements. There are no exclusivity provisions or any other restrictions in any agreement between Codiak or its Affiliates, on the one hand, and any Third Party, on the other hand, that would limit Jazz’s or its Affiliates’ ability to Exploit the Licensed Compounds and Licensed Products (including, in each case, any intermediate or component thereof) as contemplated hereunder. In the event that an agreement between Codiak or its Affiliates and a Third Party restricts Jazz or its Affiliates’ ability to grant a sublicense to any Licensed IP to an Affiliate or Third Party under Section 3.1, directly or indirectly, then Codiak or its Affiliates shall grant to such Third Party a direct license to such Licensed IP.

11.2.8    Compliance with Applicable Law. The Development of the Codiak IP that has been conducted by Codiak and its Affiliates and its and their (sub)contractors has been conducted in compliance with all Applicable Law in all material respects. Neither Codiak nor any of its Affiliates nor any of its or their officers, employees or agents, when acting on behalf of Codiak or its Affiliate, has knowingly made an untrue statement of a material fact or fraudulent statement to any Regulatory Authority or knowingly failed to disclose a material fact required to be disclosed to any Regulatory Authority. To Codiak’s and its Affiliates’ knowledge, the pending applications included in the Codiak Patent Rights are being diligently prosecuted in the respective patent offices in the Territory in accordance with Applicable Law and Codiak and its Affiliates have presented all relevant references, documents and information of which it and the applicable inventors are aware to the relevant patent examiner at the relevant patent office.

11.2.9    Codiak IP. With respect to each Initial Collaboration Target, (a) neither Codiak nor its Affiliates are a party to any agreement that would prevent it or them from granting the rights and licenses granted to Jazz and its Affiliates under this Agreement or performing its or their obligations under this Agreement, and (b) Codiak and its Affiliates have the full right to grant the licenses granted to Jazz and its Affiliates herein and, to Codiak’s knowledge, such grant will not result in the misappropriation or infringement of any Third Party intellectual property or violation of any Third Party’s rights with respect thereto.

11.2.10    Schedule 11.2.10 constitutes a true, complete and correct list of those Targets that Codiak, its Affiliates or its or their (sub)licensees are Exploiting as of the Effective Date using the Codiak Platform Pre-Existing Technology (such Targets, the “Pre-Existing Excluded Targets”).

11.2.11    Government Funding. The inventions claimed or covered by the Codiak IP (a) were not conceived, discovered, developed, first actually reduced to practice or otherwise made in connection with any research activities funded, in whole or in part, by, or under an agreement with or sub-agreement for, the federal government of the United States or any agency thereof, (b) are not a “subject invention” as that term is described in 35 U.S.C. Section 201(e), and (c) are not otherwise subject to the provisions of the Patent and Trademark Law Amendments Act of 1980, as amended, codified at 35 U.S.C. §§ 200-212, as amended, and extended under Executive Order 12591, as well as any regulations promulgated pursuant thereto, including in 37 C.F.R. part 401 and 404 and the Federal Acquisition Regulation and its supplements.

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11.2.12    Codiak Platform Pre-Existing Technology Information. All information regarding the efficacy or safety, or chemistry, manufacturing and control (CMC), of the Codiak Platform Pre-Existing Technology provided to Jazz is complete and accurate in all material respects and, to Codiak’s knowledge, does not contain any misstatement of a material fact related to safety or efficacy nor omit to state any material fact in Codiak’s or its Affiliates’ possession or control necessary to make such information not misleading.

11.2.13    No Affiliates. With the exception of Codiak Securities Corporation, Codiak does not currently have, and has never had, any Affiliate.

Section 11.3    Codiak’s Representations and Warranties Regarding Proposed Codiak Platform Additions. In respect of each Proposed Codiak Platform Addition, except as disclosed to Jazz in writing in connection with Codiak’s proposing the Proposed Codiak Platform Addition, Codiak represents and warrants to Jazz as of date that Codiak notifies Jazz regarding such Proposed Codiak Platform Addition pursuant to Section 3.3.2, that (a) such Proposed Codiak Platform Addition is Controlled by Codiak or its Affiliates free and clear of all Liens, and (b) to Codiak’s knowledge, the use of such Proposed Codiak Platform Addition in connection with the Exploitation of Licensed Compounds or Licensed Products as contemplated hereunder would not infringe or misappropriate any intellectual property of any Third Party.

Section 11.4    Additional Covenants of Codiak.

11.4.1    Codiak will not, and will cause its Affiliates not to, grant a Lien on the Licensed IP to any Third Party or knowingly permit a Lien to be imposed on the Licensed IP other than such Liens as are disclosed to Jazz by Codiak and that do not conflict in any respect with the rights and licenses granted to Jazz and its Affiliates hereunder.

11.4.2    Codiak will not, and will cause its Affiliates not to, enter into any agreement with respect to, or otherwise assign, transfer, license, convey or otherwise encumber (including by granting any covenant not to sue with respect to) its or their right, title or interest in or to, (a) the Licensed IP or Codiak Regulatory Documentation, or (b) any Patent Right or other intellectual property or proprietary right that would be Licensed IP or Codiak Regulatory Documentation but for such assignment, transfer, license, conveyance or encumbrance, in each case ((a) and (b)), in a manner that is inconsistent with or otherwise diminishes the rights and licenses granted to Jazz and its Affiliates under this Agreement with respect to any Target that is, at the time of such assignment, transfer, license, conveyance or encumbrance, a Collaboration Target or a Discontinued Target for which the period in which such Discontinued Target may be re-designated as a Revived Target pursuant to Section 2.5.1(c) has not yet expired. Codiak will, and will cause its Affiliates to, maintain and perform its and their obligations under any Codiak In-Licenses and maintain such Codiak In-Licenses in full force and effect during the Term and will not amend any Codiak In-Licenses if such amendment would materially adversely affect Jazz’s or its Affiliates’ rights hereunder, without having first obtained Jazz’s express prior written consent.

11.4.3    To the extent that any inventions covered or claimed by the Licensed IP are conceived, discovered, developed or otherwise made in connection with any research activities funded, in whole or in part, by the federal government of the United States or any

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agency thereof, Codiak and its Affiliates will comply with the provisions of the Patent and Trademark Law Amendments Act of 1980, as amended, codified at 35 U.S.C. §§ 200-212, as amended, as well as any regulations promulgated pursuant thereto, including in 37 C.F.R. part 401.

11.4.4    Except as would not encumber the Licensed IP or Collaboration Know-How or Collaboration Patent Rights in any respect, Codiak and its Affiliates will not, and will cause its and their (sub)contractors not to, use any Third Party funding with respect to the performance of the Codiak Program Activities or any EDP or JDP without the prior written consent of Jazz in each case, which consent may be withheld in Jazz’s sole discretion.

Section 11.5    DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHERWRITTEN OR ORAL OR EXPRESS OR IMPLIED, INCLUDING (A) ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR (B) ANY WARRANTY AS TO THE VALIDITY OF ANY PATENT RIGHTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

ARTICLE 12.

INDEMNITY; LIMITATION OF LIABILITY

Section 12.1    Indemnity.

12.1.1    Codiak will defend, indemnify and hold harmless Jazz, its Affiliates, and its and their respective directors, officers, employees and agents (the “Jazz Indemnitees”) from and against all liabilities, losses, damages, and expenses, including reasonable attorneys’ fees and costs (collectively, “Liabilities”), incurred by or imposed on any of the Jazz Indemnitees as a result of any Third Party claims, suits, actions, terminations or demands (collectively, “Claims”) to the extent such Claims are incurred, relate to, are in connection with or arise out of (a) the breach or non-fulfillment of any representations, warranties or covenants in this Agreement by Codiak, its Affiliates, (sub)licensees or subcontractors, (b) the negligence, recklessness or willful misconduct of Codiak, its Affiliates, (sub)licensees or subcontractors in connection with the exercise of its rights or performance of its obligations hereunder, (c) violation of Applicable Law by Codiak, its Affiliates, (sub)licensees or subcontractors in connection with the performance of its obligations hereunder, (d) the misappropriation of any intellectual property or infringement of a Patent Right owned or controlled by a Third Party based on the practice of any Codiak Platform Pre-Existing Technology, Codiak Platform Improvement or Deemed Included Codiak Platform Addition (but, for clarity, not including (1) any Excluded Codiak Platform Addition that has not become Deemed Included Codiak Platform Addition or (2) any Agreed Included Codiak Platform Addition) in (i) carrying out any Research Program, EDP or JDP, or (ii) in Exploiting any Licensed Compound or Licensed Product, in each case (clauses (i) and (ii)) in

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accordance with the terms of this Agreement, and (e) any Exploitation of any Licensed Compounds or Licensed Products by or on behalf of Codiak, its Affiliates, (sub)licensees or subcontractors after the termination date of this Agreement with respect to such Licensed Compounds and Licensed Products, except in each case ((a), (b), (c), (d) or (e)), to the extent such Liabilities resulted from any action for which Jazz must indemnify Codiak under Section 12.1.2 (a), (b) or (c).

12.1.2    Jazz will defend, indemnify and hold harmless Codiak, its Affiliates, and its and their respective directors, officers, employees and agents (the “Codiak Indemnitees”) from and against all Liabilities incurred by or imposed on any of the Codiak Indemnitees as a result of any Claims to the extent such Claims are incurred, relate to, are in connection with or arise out of (a) the breach or non-fulfillment of any representations, warranties or covenants in this Agreement by Jazz, its Affiliates, (sub)licensees or subcontractors, (b) the negligence, recklessness or willful misconduct of Jazz, its Affiliates, (sub)licensees or subcontractors in connection with the exercise of its rights or performance of its obligations hereunder, (c) violation of Applicable Law by Jazz, its Affiliates, (sub)licensees or subcontractors in connection with the performance of its obligations hereunder, or (d) except to the extent the applicable Liability qualifies as an Allowable Expense pursuant to the definition of “Allowable Expense”, the Exploitation of Licensed Compounds and Licensed Products by Jazz, its Affiliates or Sublicensees, except in each case ((a), (b), (c), or (d)), to the extent such Liabilities resulted from any action for which Codiak must indemnify Jazz under Section 12.1.1.

Section 12.2    Procedure.

12.2.1    A Party (the “Indemnitee”) that intends to claim indemnification under this Section 12.2 will promptly provide notice to the other Party (the “Indemnitor”) of any Claim in respect of which the Indemnitee intends to claim such indemnification, which notice will include a reasonable identification of the alleged facts giving rise to such Liability, and the Indemnitor will have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to control the defense thereof with counsel selected by the Indemnitor. However, notwithstanding the foregoing, except with respect to any Claim that is a Third Party Action, the process for the defense of which will be governed by Section 10.6 and Section 10.7, the Indemnitee will have the right to participate in, but not control, the defense of any Claim, and request separate counsel, with the fees and expenses to be paid by the Indemnitee, unless (a) representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in such proceedings or (b) the Indemnitor has failed to assume the defense of the applicable Claim, in which case ((a) or (b)), such fees and expenses will be paid by the Indemnitor. The Indemnitee will, and will cause each of its Affiliates and its and their respective directors, officers, employees and agents, as applicable, to, cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals and otherwise providing reasonable access to such indemnitees and other employees and agents of the Indemnitee, in each case as may be reasonably requested in connection therewith; provided

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that the Indemnitor will reimburse the Indemnitee for its reasonable and verifiable out-of-pocket expenses in connection therewith. The Indemnitor may not settle any Claim, and the Indemnitee will not be responsible for or be bound by any settlement of a Claim that imposes an obligation on it, without the prior written consent of the Indemnitee, which consent will not be unreasonably withheld, conditioned or delayed.

12.2.2    The assumption of the defense of a Claim by the Indemnitor will not be construed as an acknowledgment that the Indemnitor is liable to indemnify the Indemnitee in respect of the Claim, nor will it constitute a waiver by the Indemnitor of any defenses it may assert against the Indemnitee’s claim for indemnification. In the event that it is ultimately determined that the Indemnitor is not obligated to indemnify, defend or hold harmless the Indemnitee from and against the Claim, the Indemnitee will reimburse the Indemnitor for any and all costs and expenses (including attorneys’ fees and costs of suit) and any Liabilities incurred by the Indemnitor in its defense of the Claim.

Section 12.3    Limitation of Liability. EXCEPT (A) IN THE EVENT OF THE WILLFUL MISCONDUCT OR FRAUD OF A PARTY OR A PARTY’S BREACH OF ITS OBLIGATIONS UNDER ARTICLE IX OR (B) TO THE EXTENT ANY DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE XII, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES WILL BE LIABLE IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS SUFFERED BY THE OTHER PARTY AND REGARDLESS OF ANY PRIOR NOTICE OF SUCH DAMAGES.

Section 12.4    Insurance. Each Party will have and maintain such types and amounts of insurance covering its activities under this Agreement as is (a) normal and customary in the pharmaceutical industry generally for parties similarly situated and (b) otherwise required by Applicable Law. Upon request by the other Party, each Party will provide to the other Party evidence of such insurance coverage. The insurance policies will be under an occurrence form, but if only a claims-made form is available to a Party, then such Party will continue to maintain such insurance after the expiration or termination of this Agreement in its entirety for a period of [***]. Notwithstanding the foregoing, Jazz may self-insure in whole or in part the insurance requirements described above.

ARTICLE 13.

TERM AND TERMINATION

Section 13.1    Term. Unless earlier terminated pursuant to this ARTICLE XIII, the term of this Agreement (the “Term”) will commence on the Effective Date and will remain in full force and effect on a country by country and Licensed Product by Licensed Product basis until the Royalty Term has expired for the country and Licensed Product (or, in the case of the Shared Territory for any Optioned Product, the Agreement will remain in effect for so long as any Licensed Products are being sold by Jazz or its Affiliates or Sublicensees in the Shared Territory (“Profit Share Term”)), unless terminated by a Party pursuant to this Agreement. Upon

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expiration of the Royalty Term or Profit Share Term, as applicable, for a Licensed Product in a country or jurisdiction, the licenses granted to Jazz and its Affiliates in Section 3.1 will become fully-paid, royalty-free, freely transferable, sublicensable through multiple tiers, perpetual and irrevocable for such Licensed Product in such country or jurisdiction.

Section 13.2    Termination by Jazz. Each termination right set forth in this Section 13.2 may be exercised on a Collaboration Target-by-Collaboration Target basis, on a Research Program-by-Research Program basis, on a Licensed Compound-by-Licensed Compound basis, on a Licensed Product-by-Licensed Product basis, on a Region-by-Region basis, or, with respect to countries in clause (e) of the definition of “Region”, on country-by-country basis, or in respect of the Agreement in its entirety, as elected by Jazz.

13.2.1    For Convenience. Jazz will have the right, at any time, to terminate by providing not less than 180 days’ prior written notice to Codiak; provided, however, that in the case of a termination with respect to a Licensed Compound that is the subject of an Early Development Program for which Jazz has an obligation to reimburse Codiak for some or all corresponding Development Costs, such obligation shall continue based on the then-current applicable Early Development Plan and Development Budget through the completion of the activities set forth in such Early Development Plan.

13.2.2    For Safety. Jazz may terminate effective immediately upon written notice to Codiak in the event of:

(a)    withdrawal or suspension of any Regulatory Approval for a Licensed Product in the United States, Japan or a Major European Country;

(b)    a Regulatory Authority notifies Jazz or its Affiliate that there is a safety issue regarding any Licensed Compound or Licensed Product; or.

(c)    Jazz in good faith determines that it is not advisable to continue to Develop or Commercialize any Licensed Compound or Licensed Product as a result of a safety concern regarding the use thereof for the Indication to which such Licensed Compound or Licensed Product is directed, based on specific results generated in connection with the Development conducted hereunder by either Party, safety reports, evidence provided in scientific publications or other objective evidence from credible sources.

Section 13.3    Termination for Cause.

13.3.1    Breach. Either Party may (but is not required to and without limitation of any other right or remedy such Party may have) terminate for material breach by the other Party (the “Breaching Party”) of this Agreement with respect to a Region and a Collaboration Target, if the material breach relates to such Region and Collaboration Target, if the Breaching Party has not cured such breach within [***] after written notice of such breach (or if such material breach involves the failure to make a payment when due, within [***] after written notice of such breach) (such period, the “Notice Period”), with such notice specifying the breach, the relevant Region(s), the relevant Collaboration Target(s), and such

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Party’s claim of right to terminate, and such termination shall become effective at the end of such Notice Period, provided that:

(a)    with respect to a breach that cannot be cured within the Notice Period, if the Breaching Party commences actions to cure such breach within the Notice Period, then the Notice Period will be tolled (provided that the Breaching Party thereafter diligently continues such actions) for up to a maximum of an additional [***]; or

(b)    with respect to any alleged breach by Jazz of its diligence obligations set forth in Section 4.4 or Section 6.1, Codiak will, prior to providing any notice of termination pursuant to this Section 13.3.1, first provide written notice of such alleged breach to Jazz, and the Parties will meet within 10 Business Days after delivery of such notice to Jazz to discuss in good faith such alleged breach and Jazz’s Development or Commercialization plans, as applicable, with respect to the applicable Licensed Compound(s) or Licensed Product(s), and, after such meeting, Codiak may issue any such termination notice with respect to such alleged breach; provided that if either Party initiates a dispute resolution procedure under Section 14.2 as permitted under this Agreement to resolve the dispute for which termination is being sought pursuant to this Section 13.3.1(b) within 5 Business Days following the end of the Notice Period and is diligently pursuing such procedure, the right to terminate for such alleged breach will be tolled unless and until it is determined, through the dispute resolution procedure or by mutual agreement, that Codiak has the right to terminate.

(c)    [***].

13.3.2    Insolvency. Either Party may terminate this Agreement in its entirety effective immediately upon written notice to the other Party if, at any time such other Party (a) files in any court or agency pursuant to any statute or regulation of any state or country a petition in bankruptcy or insolvency or for reorganization, (b) files for, appoints or suffers appointment of a receiver or trustee of the Party or over substantially all of its assets that is not discharged within [***] after such filing, (c) proposes a written agreement of composition or extension of substantially all of its debts, (d) files a petition under any bankruptcy or insolvency act or has any such petition filed against it that is not discharged within [***] of the filing thereof, (e) proposes or is a party to any dissolution or liquidation, (f) admits in writing its inability generally to meet its obligations as they fall due in the general course or (g) makes an assignment of substantially all of its assets for the benefit of creditors.

Section 13.4    License Survival Upon Insolvency. All licenses (and to the extent applicable, rights) granted under or pursuant to this Agreement are, and will otherwise be deemed to be, for purposes of Section 365(n) of 11 U.S.C. § 101, et. seq. (“Bankruptcy Code”), licenses of rights to “intellectual property” as defined under the Paragraph 101(35A) of the Bankruptcy Code. The Parties agree that the non-bankrupt Party will retain and may fully exercise all of its rights and elections under Applicable Law. The Parties further agree that, in the event of the commencement of bankruptcy proceedings by or against a bankrupt Party, the other Party will be entitled to a complete duplicate of (or complete access to, as appropriate) any intellectual property that is licensed to such Party pursuant to the license grants set forth in ARTICLE III, but only to the extent set forth in such license grants, and all embodiments of such

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intellectual property; and the same, if not already in the other Party’s possession, will be promptly delivered to the other Party (a) upon any such commencement of a bankruptcy proceeding, upon the other Party’s written request therefor (which request must identify the specific intellectual property), unless the bankrupt Party (or trustee on behalf of the bankrupt Party) elects within 30 days to continue to perform all of its obligations under this Agreement or (b) if not delivered under (a) above, upon rejection of this Agreement by or on behalf of the bankrupt Party, upon written request therefor by the other Party.

Section 13.5    Effects of Termination Specifically. The following consequences will apply in the case of a termination of this Agreement in its entirety or, in the case of a termination by Licensed Compound, Licensed Product, Collaboration Target, Research Program, Region, or country, as applicable, such consequences will apply solely with respect to the terminated Licensed Compound, Licensed Product, Collaboration Target (including all corresponding Licensed Compounds and Licensed Products), Research Program, Region, or country, as applicable:

13.5.1    Sell-Off of Inventory. In the event of any termination by Jazz pursuant to Section 13.3, Jazz or its Affiliates may sell any existing inventory of any applicable Licensed Product(s) or complete Manufacturing of applicable works-in-progress and sell such inventory as Licensed Product(s) for a period of up to [***] following such termination, subject to Jazz’s obligation to make corresponding payments with respect to any such sales pursuant to Section 8.10 (or in the case of the Shared Territory for an Optioned Product, Jazz’s obligation to share Net Profits/Net Losses).

13.5.2    General Effects. Following the effective date of termination of this Agreement by a Party, Jazz will not be responsible for the payment of any milestones under this Agreement other than those that were accrued prior to the effective date of termination. Except as needed in order to permit the Manufacturing and sell-off activities set forth in Section 13.5.1 or as otherwise specified in this Section 13.5, and except for the (sub)license granted by Jazz to Codiak pursuant to Section 3.4.2(b), upon termination of this Agreement in its entirety, all licenses granted by either Party to the other Party hereunder (and then in effect) will immediately terminate.

13.5.3    Reversion. In the event of any Jazz Anti-Corruption Termination, provided that Codiak has taken reasonable measures to address the circumstances that led to the applicable breach(es) of Section 11.1.7(b) by Codiak (for example, the termination of offending employees or consultants), or any other termination of this Agreement by either Party, the following provisions, in the event of a termination in the entirety, will apply to all Licensed Compounds and Licensed Products worldwide, or, in the event of a termination only as to Collaboration Target(s), Licensed Compound(s), or Licensed Product(s) in particular countries or Regions, the following provisions will apply solely to such Collaboration Target(s) (and any corresponding Licensed Compound(s) or Licensed Product(s)), Licensed Compound(s) or Licensed Product(s) in such countries or Regions:

(a)    Jazz will, and hereby does, assign and transfer to Codiak: (1) all Regulatory Documentation and Regulatory Approvals for the applicable Licensed Products, if

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any, in the countries or Regions in which such Licensed Products, or corresponding Collaboration Target(s), have been terminated, and (2) to the extent not already in Codiak’s or its Affiliates’ possession, all Development and Manufacturing data, all pricing and market access strategy information, health economic study information, material communications with payors, filings, and files in the possession of Jazz or its Sublicensees, in each case, that are solely related to the applicable Licensed Compounds or Licensed Products, if any, in each case in the countries or Regions in which such Licensed Compounds or Licensed Products, or corresponding Collaboration Targets, have been terminated. Notwithstanding the foregoing, Jazz shall have no obligation whatsoever to assign or transfer to Codiak any Regulatory Documentation, Regulatory Approvals, data, information, communications, filings, or files to the extent relating to Other Items contained in any terminated Licensed Product that is a Combination Product.

(b)    Jazz shall, pursuant to a separate, written license agreement, grant Codiak an exclusive, perpetual license, subject to the terms (including the payment terms) of any applicable Third Party (sub)license agreements to which Jazz or its Affiliates are a party, under the Jazz IP (other than any intellectual property rights of a Future Acquirer of Jazz) solely as necessary for the continuation of the Development and Commercialization of the applicable Licensed Compounds or Licensed Products, if any, in the countries or Regions in which such Licensed Compounds or Licensed Products, or corresponding Collaboration Targets, have been terminated, in each case as such Licensed Compounds or Licensed Products exist in such countries or Regions as of the termination date. Any such license agreement will include the following royalty rates: (1) if the most advanced of the terminated Licensed Compounds or Licensed Products had completed its Phase I Clinical Trial, Phase I/II Clinical Trial and Phase II Clinical Trials, as applicable, as of the effective date of termination, a [***] royalty in the case of a termination by Jazz pursuant to Section 13.2 or a [***] royalty in the case of a termination by Jazz pursuant to Section 13.3, or (2) otherwise, a [***] royalty in the case of a termination by Jazz pursuant to Section 13.2 or a [***] royalty in the case of a termination by Jazz pursuant to Section 13.3. [***]. Notwithstanding the foregoing, Codiak will in all cases be obligated to pay any amounts triggered by the activities of Codiak or its Affiliates or sublicensees under any Third Party license under which Codiak obtains a sublicense from Jazz pursuant to this Section 13.5.3(b).

(c)    Subject to Jazz’s rights under Section 13.5.1, the Parties will negotiate in good faith to agree as soon as possible after the effective date of termination upon a reasonable and customary supply agreement under which Codiak will have the right, subject to Jazz’s inventory levels, and obligation, subject to reasonable shelf-life requirements, to purchase Codiak’s requirements of API and finished product for the terminated Licensed Products, if any, for the countries or Regions as to which such terminated Licensed Products, or corresponding Collaboration Targets, have been terminated, at a price equal to Jazz’s fully-absorbed manufacturing cost (or such price Jazz is charged by Jazz’s CMO) to acquire or manufacture such inventory plus a reasonable markup.

Section 13.6    Survival. Except where explicitly provided within this Agreement, termination or expiration of this Agreement in whole in or in part will not affect any accrued obligations, including payment of any royalties or other sums which have accrued as of the date of termination or expiration. The following provisions will survive expiration or termination of

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this Agreement: ARTICLE I (to the extent the definitions in such Article are necessary to construe the other surviving provisions of this Agreement), Section 2.3.4, Section 3.1 (in the case of expiration), Section 3.2 (in the case of expiration), Section 3.3 (solely as it relates to the allocation of responsibility for any post expiration or termination payments to Third Parties relating to activities during the Term or sales during the sell-off period in Section 13.5.1), Section 5.3 (for Licensed Products sold during the Term or following expiration of this Agreement), ARTICLE VIII (solely with respect to amounts accrued prior to expiration or termination but not paid and for a final accounting for the last quarter during the Term or during any sell-off period, and the reporting and information sharing procedures associated therewith), ARTICLE IX, Section 10.2 (subject to Section 13.5), Section 10.3 through Section 10.7 (inclusive and solely with respect to Joint Collaboration IP), Section 10.8 (solely in the case of expiration), Section 11.5, ARTICLE XII, Section 13.1 (solely in case of expiration, the last sentence only), Section 13.4, Section 13.5, Section 13.6, ARTICLE XIV.

ARTICLE 14.

MISCELLANEOUS

Section 14.1    Notices. Any notice, request, demand, waiver, consent, approval or other communication permitted or required under this Agreement will be in writing, will refer specifically to this Agreement and will be deemed given only if delivered by hand or sent by facsimile transmission (with transmission confirmed) or by internationally recognized overnight delivery service that maintains records of delivery, addressed to the Parties at their respective addresses specified below or to such other address as the Party to whom notice is to be given may have provided to the other Party in accordance with this Section 14.1. Such notice will be deemed to have been given as of the date delivered by hand or transmitted by facsimile (with transmission confirmed) or on the second Business Day (at the place of delivery) after deposit with an internationally recognized overnight delivery service. Any notice delivered by facsimile will be confirmed by a hard copy delivered as soon as practicable thereafter. This Section 14.1 is not intended to govern the day-to-day business communications necessary between the Parties in performing their obligations under the terms of this Agreement.

If to Codiak:

Codiak BioSciences, Inc.

500 Technology Square, 9th Floor

Cambridge, MA 02139

Attention: Chief Business Officer

Fax: (617) 334-7778

with a copy to:

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

[***]

Fax: (617) 321-4715

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If to Jazz:

Jazz Pharmaceuticals Ireland Limited

Fifth Floor, Waterloo Exchange

Waterloo Road, Dublin 4, Ireland

Attention: Executive Vice President and General Counsel

[***]

with a copy to:

Jazz Pharmaceuticals, Inc.

3170 Porter Drive

Palo Alto, CA 94304

Attention: General Counsel

Fax: (650) 496-3781

with a copy via electronic mail to:

Jazz_Notices@jazzpharma.com

Attention: Legal Department

With a copy to:

Covington & Burling LLP

One Front Street

San Francisco, CA 94111

[***]

Fax: (415) 955-6586

Section 14.2    Dispute Resolution. The Parties agree that if any dispute or disagreement arises between Jazz on the one hand and Codiak on the other in respect of this Agreement, and if within the authority of the JSC, it has been referred for resolution under this Section 14.2, subject to Section 14.13, they will follow the following procedure in an attempt to resolve the dispute or disagreement.

14.2.1    The Alliance Manager of the Party claiming that such a dispute exists will give notice in writing (“Notice of Dispute”) to the other Party of the nature of the dispute.

14.2.2    Within [***] Business Days following receipt of a Notice of Dispute, the following executives of the Parties: a senior officer designated by Codiak and a senior officer designated by Jazz will discuss at a mutually agreed upon time and location for the purpose of resolving such dispute.

14.2.3    If the Parties are unable to resolve the dispute pursuant to Section 14.2.2, then Section 14.3 will govern the Third Party adjudication of such dispute.

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14.2.4    In the event of a dispute regarding any payments owing under this Agreement, all undisputed amounts will be paid promptly when due, and the balance, if any, will be paid promptly after resolution of the dispute as and to the extent required by such resolution.

Section 14.3    Governing Law; Jurisdiction; Venue and Service.

14.3.1    Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Parties agree to exclude the application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods.

14.3.2    Jurisdiction. Except as otherwise expressly provided herein, the Parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of any New York State court sitting in the borough of Manhattan in the City of New York or any federal court sitting in the borough of Manhattan in the City of New York for any action arising out of or relating to this Agreement and agree not to commence any action, suit or proceeding (other than appeals and enforcements of awards therefrom) related thereto except in such courts. The Parties irrevocably and unconditionally waive their right to a jury trial in any such action. Notwithstanding the foregoing, any unresolved dispute between the Parties relating to inventorship or the validity, enforceability or scope of any Patent Rights or trademark rights will, at either Party’s election, be submitted for resolution by any court of competent jurisdiction.

14.3.3    Venue. Subject to Section 14.13, the Parties further hereby irrevocably and unconditionally waive any objection to the laying of venue of any action arising out of or relating to this Agreement in any New York State court sitting in the borough of Manhattan in the City of New York or any federal court sitting in the borough of Manhattan in the City of New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action brought in any such court has been brought in an inconvenient forum.

Section 14.4    Service. Each Party further agrees that service of any process, summons, notice or document by registered mail to its address set forth in Section 14.1 will be effective service of process for any action, suit or proceeding brought against it under this Agreement.

Section 14.5    Entire Agreement. This Agreement, together with the Exhibits and Schedules attached hereto, contains the entire understanding of the Parties with respect to the specific subject matter hereof. All express or implied agreements and understandings, either oral or written, heretofore made are expressly superseded by this Agreement, including that certain Confidentiality Agreement between the Parties, made effective as of June 19, 2018, which is hereby terminated effective as of the Effective Date. This Agreement may be amended, or any term hereof modified, only by a written instrument duly executed by both Parties.

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Section 14.6    Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and reasonably acceptable to the Parties. To the fullest extent permitted by Applicable Law, each Party hereby waives any provision of law that would render any provision hereof illegal, invalid or unenforceable in any respect.

Section 14.7    Force Majeure. Neither Party will be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement (other than an obligation to make payments) when such failure or delay is caused by or results from events beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, hurricanes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), terrorist acts, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances (whether involving the workforce of the non-performing Party or of any other Person), acts of God or acts, omissions or delays in acting by any Governmental Authority (except to the extent such act, omission or delay results from the breach by the non-performing Party or any of its Affiliates of its or their Development, Manufacturing or Commercialization obligations or any other term or condition of this Agreement) (each, a “Force Majeure”). The non-performing Party will notify the other Party of such Force Majeure within 30 days after such occurrence by giving written notice to the other Party stating the nature of the event, its anticipated duration and any action being taken to avoid or minimize its effect. The suspension of performance will be of no greater scope and no longer duration than is necessary and the non-performing Party will use Commercially Reasonable Efforts to remedy its inability to perform. In the event that the Force Majeure continues for more than 90 days, the Party not affected by such Force Majeure will have the right, at its sole election and expense, and without limitation to any other right or remedy available to such Party, to assume and complete some or all of the activities that the non-performing Party is not performing as a result of such Force Majeure.

Section 14.8    Assignment; Firewalls.

14.8.1    Assignment.

(a)    Neither Party may assign its rights or, except as otherwise permitted hereunder or under a Co-Promotion Agreement, delegate its obligations under this Agreement, whether by operation of law or otherwise, in whole or in part (including with respect to any Collaboration Target or any Licensed Product) without the prior written consent of the other Party, except that:

i.    either Party will have the right, without the consent of the other Party, to perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of its Affiliates or Sublicensees (subject to Section 2.4, Section 3.2, Section 4.6, Section 5.6, and Section 6.5); and

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ii.    either Party will have the right to assign, without the consent of the other Party, this Agreement as a whole to any of its Affiliates or to any successor in interest (whether by merger, acquisition, asset purchase or otherwise), provided that the assigning Party will provide written notice to the other Party within [***] days after such assignment; and

iii.    Jazz may assign any or all of its rights hereunder as a whole or on a Collaboration Target-by-Collaboration Target basis to any of its Affiliates or its or their Sublicensees or to any successor in interest (whether by merger, acquisition, asset purchase or otherwise) to all or substantially all of the business to which this Agreement (or the applicable Collaboration Target(s)) relates, provided that such successor in interest has similar or greater resources relative to Jazz, and provided that Jazz will provide written notice to Codiak within [***] days after such assignment.

iv.    Codiak may assign, without the consent of Jazz, any or all its rights to receive payments under this Agreement to any Third Party.

(b)    Any successor of a Party or any assignee of a Party of all of such Party’s rights under this Agreement that has also assumed all of such Party’s obligations hereunder in writing will, upon any such succession or assignment and assumption, be deemed to be a party to this Agreement as though named herein in substitution for such Party, whereupon such Party will cease to be a party to this Agreement and will cease to have any rights or obligations under this Agreement. All validly assigned rights of a Party will inure to the benefit of and be enforceable by, and all validly delegated obligations of such Party will be binding on and be enforceable against, the permitted successors and assigns of such Party. Any attempted assignment or delegation in violation of this Section 14.8.1 will be void and of no effect.

(c)    The rights to materials and intellectual property (i) Controlled by a Third Party that is a permitted assignee of Codiak under this Section 14.8.1, which materials and intellectual property were Controlled by such assignee immediately prior to such assignment or (ii) Controlled by a Third Party, or by a person or group described in the definition of “Change in Control” or such Third Party’s, person’s or group’s Affiliate, which materials and intellectual property were Controlled by such Third Party, person or group (or its Affiliate) immediately prior to a Change in Control, shall in each case ((i) and (ii)) be automatically excluded from the definition of Codiak IP (except to the extent that such materials or intellectual property are used in a Research Program, Early Development Program, or Joint Development Program, or are otherwise introduced into or are actually practiced in a Licensed Compound or Licensed Product).

14.8.2    Firewalls. In the event that a Party or its Affiliates has a research or development program outside this Agreement that competes with a publicly-known research or development program of the other Party outside this Agreement, then such Party shall put in place appropriate firewall arrangements reasonably acceptable to the other Party such that the applicable programs are segregated from the Research Programs and EDPs conducted

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hereunder. In addition, if a Party or its Affiliates are commercializing a product outside this Agreement that competes with any product that the other Party or its Affiliates are commercializing outside this Agreement, then such Party shall put in place appropriate firewall arrangements reasonably acceptable to the other Party in order to ensure that competitively sensitive commercial information relating to the Licensed Products are not disclosed to personnel involved in commercializing such competitive product.

Section 14.9    Relationship of the Parties. It is expressly agreed that Codiak and its Affiliates, on the one hand, and Jazz, on the other hand, will be independent contractors and that the relationship between the Parties will not constitute a partnership, joint venture or agency. Neither Codiak and its Affiliates, on the one hand, nor Jazz and its Affiliates, on the other hand, will have the authority to make any statements, representations or commitments of any kind, or to take any action that will be binding on the other, without the prior written consent of the other Party to do so. All persons employed by a Party will be employees of such Party and not of the other Party and all costs and obligations incurred by reason of any such employment will be for the account and expense of such first Party.

Section 14.10    Waiver and Non-Exclusion of Remedies. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver will be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party hereto of any right hereunder or of the failure to perform or of a breach by the other Party will not be deemed a waiver of any other right hereunder or of any other breach or failure by such other Party whether of a similar nature or otherwise. The rights and remedies provided herein are cumulative and do not exclude any other right or remedy provided by Applicable Law or otherwise available except as expressly set forth herein.

Section 14.11    Further Assurances. Each Party will duly execute and deliver or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including the filing of such assignments, agreements, documents and instruments, as may be necessary or as the other Party may reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes hereof or to better assure and confirm unto such other Party its rights and remedies under this Agreement.

Section 14.12    No Benefit to Third Parties. Except as provided in ARTICLE XII, the covenants and agreements set forth in this Agreement are for the sole benefit of the Parties hereto and their successors and permitted assigns and they will not be construed as conferring any rights on any other parties.

Section 14.13    Equitable Relief. Each Party acknowledges and agrees that the restrictions set forth in ARTICLE IX and ARTICLE X are reasonable and necessary to protect the legitimate interests of the other Party and that such other Party would not have entered into this Agreement in the absence of such restrictions and that any breach or threatened breach of any provision of such Articles may result in irreparable injury to such other Party for which there will be no adequate remedy at law. In the event of a breach or threatened breach of any provision of such Articles, the non-breaching Party will be authorized and entitled to seek from

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any court of competent jurisdiction injunctive relief, whether preliminary or permanent, specific performance and an equitable accounting of all earnings, profits and other benefits arising from such breach, which rights will be cumulative and in addition to any other rights or remedies to which such non-breaching Party may be entitled in law or equity. Both Parties agree to waive any requirement that the other (a) post a bond or other security as a condition for obtaining any such relief and (b) show irreparable harm, balancing of harms, consideration of the public interest or inadequacy of monetary damages as a remedy. Nothing in this Section 14.13 is intended or should be construed to limit either Party’s right to equitable relief or any other remedy for a breach of any other provision of this Agreement.

Section 14.14    Export Control. This Agreement is made subject to any restrictions concerning the export of products or technical information from the United States or other countries that may be imposed on the Parties from time to time. Each Party agrees that it will not export, directly or indirectly, any technical information acquired from the other Party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity in accordance with Applicable Law.

Section 14.15    Affiliates. To the extent that this Agreement imposes obligations on Affiliates of a Party, such Party agrees to cause its Affiliates to perform such obligations.

Section 14.16    Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be signed or delivered by facsimile or electronically scanned signature page.

(The remainder of this page has been intentionally left blank. The signature page follows.)

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IN WITNESS WHEREOF, the Parties have executed this Collaboration and License Agreement as of the Effective Date.

CODIAK BIOSCIENCES, INC.
By:	/s/ Douglas E. Williams
Name:	Douglas E. Williams
Title:	President and Chief Executive Officer
JAZZ PHARMACEUTICALS IRELAND LIMITED
By:	/s/ Aoife Campbell
Name:	Aoife Campbell
Title:	VP, Strategy & Corporate Development

[Signature Page to Collaboration and License Agreement]

EXHIBIT A

Work Plans for Initial Collaboration Targets/Initial Research Programs

[***]

-NRAS and STAT3

[***]

A-1

EXHIBIT B

Form of Work Plan

[***]

B-1

EXHIBIT C

Financial Exhibit

“Net Profit/Net Loss” in the Shared Territory shall be calculated in accordance with this Exhibit C. For the sake of clarity, cost items included in components of Net Profit/Net Loss shall not be double counted and shall not also be included in Development Costs.

Calculation of Net Profit/Net Loss

[***]

Definitions

The following definitions shall apply for purposes of calculating Net Profit/Net Loss in accordance with this Exhibit C.

“Allowable Expenses” means, in respect of an Optioned Product, subject to the other provisions of this Agreement and the applicable Shared Territory Commercialization Plan, the sum of the following costs and expenses incurred by the Parties or their Affiliates following the exercise of the applicable Development and Commercialization Option by Codiak in the course of or reasonably allocable to the Commercialization of such Optioned Product in the Shared Territory in accordance with the applicable Shared Territory Commercialization Plan and this Agreement during the applicable Calendar Quarter or the applicable Calendar Year, in

each case that are incurred in accordance with the applicable Commercial Budget (or are approved by the JSC or are permitted by the overage provisions set forth in the calculation of Net Profit/Net Loss):

(a) Product Out-of-Pocket Costs comprising [***];

(b) all Product Out-of-Pocket Costs and Product FTE Costs [***];

(c) Product Out-of-Pocket Costs and Product FTE Costs to conduct [***];

(d) Product Out-of-Pocket Costs and Product FTE Costs [***];

(e) Product Out-of-Pocket Costs and Product FTE Costs approved by [***];

(f) Product Out-of-Pocket Costs and Product FTE Costs associated with [***]

(g) Bad debts corresponding to gross invoiced sales for Optioned Products sold by Jazz or its Affiliates in the Shared Territory [***];

(h) Product Out-of-Pocket Costs and Product FTE Costs relating to [***];

(i) Product Out-of-Pocket Costs and Product FTE Costs incurred with [***];

C-1

(j) Product Out-of-Pocket Costs and Product FTE Costs incurred with [***];

(k) Product Out-of-Pocket Costs for [***];

(l) to the extent not indemnifiable by Codiak pursuant to clauses (a), (b), (c) or (d) of 12.1.1 and not indemnifiable by Jazz pursuant to clauses (a), (b), or (c) of 12.1.2, all Liabilities incurred by or imposed on any of the Codiak Indemnitees or Jazz Indemnitees as a result of any Claims to the extent such Claims are incurred, relate to, are in connection with or arise out of the Exploitation of Optioned Products by either Party, its Affiliates or (sub)licensees in or for the Shared Territory in accordance with the terms of this Agreement; and

(m) Manufacturing (including analytical testing, quality assurance, packaging, and storage) costs for the Optioned Product intended or used for sale in the Shared Territory, which (i) to the extent the Optioned Product is Manufactured by a Party or its Affiliates, shall approximate a reasonable definition of cost of goods sold for the Optioned Product with no markup, assuming full utilization of manufacturing capacity (except to the extent that unused capacity was reasonably reserved for manufacture of the Optioned Product or reasonably allocated to the Optioned Product), and (ii) to the extent the Optioned Product is Manufactured by a Third Party in an arms-length transaction, the Product Out-of-Pocket Costs paid to such Third Party for the manufacture of the Optioned Product (including Manufacturing-related costs such as upfront payments, start-up costs, amortization and depreciation costs, idle capacity charges, cancellation fees, and minimum quantity fees) and the Product FTE Costs incurred to manage or oversee such Manufacture.

“Product FTE Costs” means for a given period, the product of (a) the total FTEs (proportionately, on a per-FTE basis) dedicated, actually applied and reported as being applied by personnel of each Party and its Affiliates in the particular period to the performance of the activities allocated to such Party under and in accordance with the applicable Shared Territory Commercialization Plan and applicable Commercial Budget, and (b) the FTE Rate.

“Product Detail Costs” means, for a given period, the product of (a) the actual number of Details (as defined in the applicable Shared Territory Commercialization Plan) performed by the applicable Party during the period, multiplied by (b) the Detail Rate (as defined in the applicable Shared Territory Commercialization Plan) in effect for the period.

“Product Out-of-Pocket Costs” means amounts paid to Third Party vendors or contractors for services or materials provided by them directly in the performance of activities under the applicable Shared Territory Commercialization Plan to the extent such services or materials apply solely and directly to, or are reasonably allocated to, the applicable Optioned Product. For clarity, Product Out-of-Pocket Costs do not include payments for a Party’s internal expenses or the out-of-pocket portion, if any, of the following expenses of a Party (as opposed to its Third Party vendor or contractor): salaries or benefits; facilities; utilities; general office or facility supplies; insurance (other than clinical trial insurance and product liability insurance); information technology, capital expenditures or the like.

For clarity, it is understood that Allowable Expenses shall include only Product Out-of-Pocket Costs, Product FTE Costs, and Product Detail Costs, and shall exclude Development

C-2

Costs, and that internal costs of a Party and its Affiliates shall be reimbursed only as reflected in Product FTE Costs or Product Detail Costs. Notwithstanding anything to the contrary in this Exhibit C, to the extent that any activity is conducted (or a Product Out-of-Pocket Cost, Product FTE Cost, or Product Detail Cost is incurred) in support of both the Optioned Product and other products, services or efforts of a Party, or is not solely attributable or reasonably allocable to the Optioned Product in the Shared Territory, then the Product Out-of-Pocket Costs, Product FTE Costs, or Product Detail Costs thereof shall be included in Allowable Expenses only to the extent included in the Commercial Budget, or included under this Exhibit C. In connection with the JSC’s review of a proposed Commercial Budget, upon the request of either Party, the JSC shall review the methodology used to allocate to the Allowable Expenses the Product FTE Costs, Product Out-of-Pocket Costs, and Product Detail Costs of such combined activity, and if the JSC does not approve such methodology, the matter shall be resolved pursuant to Section 14.2.

General Principles.

Allowable Expenses shall initially be borne by the Party incurring the cost or expense, subject to reimbursement as provided herein.

Each Party shall provide financial statements in such reporting format as the JSC may establish for use by the Parties.

All calculations to be made pursuant to this Exhibit C shall be made in accordance with (i) the applicable definitions and terms set forth in this Exhibit C and in the Agreement in a manner consistent with the methodologies used for the Commercial Budget (first priority),(ii) the specific accounting policies as may be established by the JSC (second priority) and (iii) applicable Accounting Standards used by the incurring Party, consistently applied (third priority). All undefined terms shall be construed in accordance with such applicable Accounting Standards, consistently applied, but only to the extent consistent with the other express terms and definitions in this Exhibit C and the Agreement and specific accounting policies established by the JSC.

For clarity, income and withholding taxes imposed on either of the Parties or their Affiliates hereunder will not be included in the calculation of Net Profit/Net Loss, except to the extent that the withholding taxes are paid by a Party or its Affiliates for the benefit of a Third Party, as a result of the sale of the Optioned Product in the Shared Territory, and such Party or its Affiliate is not permitted to deduct the taxes paid from the amount it would otherwise owe such Third Party.

Any expenses that are Liabilities entitled to indemnification under Section 12.1 shall be solely borne by the relevant Indemnitor, and shall not be shared hereunder except as otherwise specified in Section 12.1.

The JSC (or if the JSC delegates to a subcommittee, such subcommittee) will coordinate to resolve any differences in or disputes regarding the calculation of Net Profit/Net Loss, or any component thereof. If the JSC is unable to resolve any such difference or dispute, the matter shall be resolved pursuant to Section 14.2.

C-3

EXHIBIT D

Royalty Rate Reduction Methodology

[***]

D-1

EXHIBIT E

Royalty Report Format

[***]

E-1

Schedule 1.1.118

Initial Collaboration Targets

[***]

Schedule 1.1.142

[***]

Schedule 4.3.3

Additional Development Activities Except for Jazz Territory Specific Development Activities

In the event that Jazz is required by a Regulatory Authority to undertake Development activities in respect of an Optioned Product other than where Development Activities are required only by a Regulatory Authority outside of the Shared Territory and such required Development Activities are not included in the applicable Joint Development Plan (“Shared Required Development”), then Jazz shall undertake the Shared Required Development and shall notify the JSC of such proposed Development activities in reasonable detail and provide a good faith estimate of the budget for such Development activities, and the applicable Joint Development Plan and applicable Development Budget shall be deemed to be amended to account for such activities.

In the event that Jazz desires to undertake any Development activities that are neither Shared Requirement Development, nor Development activities that are specific to the non-Shared Territory and are not included in the applicable Joint Development Plan in connection with the Development of the applicable Optioned Product related to seeking or maintaining Regulatory Approval for such Optioned Product in the Shared Territory, and the Development Costs for such activities would exceed the aggregate amounts set forth in the Development Budget for the applicable Calendar Year by more than [***], Jazz may so notify the JSC of such proposed Development activities in reasonable detail and provide a good faith estimate of the budget for such Development activities and material increases (such activities and material increases, the “Additional Development Activities”, and such budget estimate, the “Additional Development Activities Budget”) at [***] prior to the meeting of the JSC at which such matter is to be considered.

[***].

[***], which Jazz may apply (i) to the milestone payments set forth in Section 8.8 or Section 8.9, and (ii) to the extent not exhausted by the application in (i), to the royalty payments set forth in Section 8.10. Additional Development Activities are “Successful” if such activities (1) produce data or results that satisfy the relevant endpoints, in the case of a clinical trial, (2) otherwise achieve the desired goals of such Additional Development Activities that are specified by Jazz in writing before it initiates such activities, or (3) produce data that is incorporated into an approved label or result in a compendia listing.

Schedule 11.2

Codiak Schedule [***]

[***]

Schedule 11.2.5

Codiak Patent Rights

[***]

Schedule 11.2.6

Codiak In-Licenses

The Codiak In-Licenses are:

1. Patent and Technology License Agreement with UT MD Anderson Cancer Center (Effective Date of November 10, 2015; provided to Jazz November 19, 2018)

Schedule 11.2.10

Pre-Existing Excluded Targets

[***]

EX-21.1

Exhibit 21.1

SUBSIDIARIES

Subsidiary	Jurisdiction of Incorporation
Codiak Securities Corporation	Massachusetts

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 6, 2019 (except for Note 16, as to which the date is April 29, 2019), in the Registration Statement (Form S-1) and related Prospectus of Codiak BioSciences, Inc. for the registration of its common stock.

/s/ Ernst & Young LLP

Boston, Massachusetts

April 29, 2019