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1.1	Definitions. Unless the context otherwise requires, the terms in this Agreement, when used with initial capital letters, shall have the meanings set forth below or at their first use in this Agreement:

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1.2	Additional Definitions. Each of the following definitions is set forth in the section of this Agreement indicated below.

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1.3

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 Sections or Exhibits shall refer to the particular Sections or Exhibits of or to this Agreement and references to this Agreement include all Exhibits hereto. Unless context otherwise clearly requires, whenever used in this Agreement:

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2.1	License Grants to Spark.

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2.2	Option.

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2.3	Additional License Grants.

2.4

No Implied Licenses; Restrictions. Except as explicitly set forth in this Agreement, neither Party shall acquire any license, intellectual property interest or other rights, by implication or otherwise, in any Know-How or under any Patents Controlled by the other Party or its Affiliates. Spark will (a) not use any materials provided by Selecta to Spark hereunder other than as expressly provided in this Agreement, (b) use the Licensed Particles only as licensed under this Agreement, (c) not sell, transfer or otherwise provide Licensed Particles to Third Parties other than for the purpose of the Manufacture or sale of Licensed Products, (d) not attempt to reverse engineer, characterize, or ascertain the chemical structure or other make-up of, or perform experiments to determine the identity of, any Licensed Particle, other than as necessary or useful for the Development of any Licensed Product or, if applicable, in order to practice the manufacturing licenses with respect to the Licensed Particles set forth in Sections 2.1(a) (Initial Target) and 2.1(b) (Additional Targets), and (e) not make or attempt

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2.5

Rights Upon Bankruptcy. All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code and other similar laws in any jurisdiction outside the U.S. (collectively, the “Bankruptcy Laws”), licenses of rights to “intellectual property” as defined under the Bankruptcy Laws. If a case is commenced during the term of this Agreement by or against a Party under Bankruptcy Laws then, unless and until this Agreement is rejected as provided in such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall perform all of the obligations provided in this Agreement to be performed by such Party. If a case is commenced during the term of this Agreement by or against a Party under the Bankruptcy Laws, this Agreement is rejected as provided in the Bankruptcy Laws and the other Party elects to retain its rights hereunder as provided in the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee), shall provide to the other Party copies of all information necessary for such other Party to prosecute, maintain and enjoy its rights under the terms of this Agreement promptly upon such other Party’s written request therefor. All rights, powers and remedies of the non-bankrupt Party as provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. All payments owed to Selecta under Sections 6.4 (Development Milestones), 6.5 (Regulatory Milestones), 6.6 (Commercial Milestones) and 6.9 (Royalties) are, and shall otherwise be deemed to be, for purposes of the Bankruptcy Laws, “royalties” as defined under the Bankruptcy Laws.

2.6	Exclusivity. Selecta and its Affiliates shall not, and shall not grant any license or otherwise assist any Third Party to, directly or indirectly, Develop or Commercialize [***] (a “Competing Product”).

2.7	Competing Product Acquisitions.

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2.8

Reservation of Rights. Subject to Section 2.6 (Exclusivity), Selecta expressly reserves the right under the Selecta IP (i) to make, have made, use, offer for sale, sell, import and otherwise Develop, Manufacture and Commercialize the Licensed Particles for all purposes outside the Field and (ii) to perform its obligations hereunder, including the Manufacture and supply of Licensed Particles to Spark.

2.9	HSR Act.

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2.10	Future In-License Agreements.

(a)

As between the Parties, Selecta shall have the first right to enter into Third Party agreements related to Know-How, Patents, or other intellectual property rights related to any Selecta Technology, including in combination with any Gene Therapeutic, in Selecta’s sole discretion. If Spark desires to enter any Third Party agreement for any such Know-How, Patents or other intellectual property rights, it shall provide written notice of such desire to Selecta and Selecta will have the first right to enter into such a license and shall sublicense such rights to Spark under this Agreement. If Selecta determines to enter into such a license, then prior to doing so Selecta shall provide Spark with a reasonable opportunity to review and comment on the proposed terms of such license that are applicable to Spark as a sublicensee thereunder. Selecta shall use reasonable efforts to negotiate the terms of such license accordingly. If Selecta or any of its Affiliates does not enter a Third Party agreement for such Know-How, Patents or other intellectual property rights within [***] after receipt of notice from Spark or, if Selecta is using Commercially Reasonable Efforts to negotiate such Third Party Agreement, [***] after receipt of notice from Spark, or if Selecta provides written notice to Spark that it does not intend to enter a Third Party agreement for such Know-How, Patents or other intellectual property rights, then [***]. If [***]. If Selecta notifies Spark in writing that it wishes to obtain a non-exclusive sublicense of under [***]

(b)

If Selecta or any of its Affiliates becomes a party to a license, sublicense or other agreement for any Know-How or Patent, with the right to sublicense, that, in the case of Know-How, is reasonably necessary or useful for the Development, Manufacture or Commercialization of a Licensed Product, or in the case of a Patent, Covers a Licensed Product, then Selecta shall inform Spark and shall provide Spark with a copy of such license, sublicense, or other agreement (“Proposed Future In-License Agreement”), which may be redacted of terms not relevant to Spark’s rights and obligations as a sublicensee. If Spark notifies Selecta in writing that it wishes to be bound by the rights and obligations of the Proposed Future In-License Agreement as they apply to Spark and this Agreement, then the Proposed Future In-License Agreement shall automatically become an In-License Agreement for the purposes of this Agreement, and any Know-How or Patent Controlled by Selecta thereunder shall be included in the Selecta Background Know-How or Selecta Background Patents (as applicable) hereunder and Spark agrees to abide by all applicable terms and conditions of such license, sublicense or other agreement, as it relates to Spark and this Agreement under such In-License Agreement; provided that Selecta shall be solely responsible for all payment amounts due to the licensor under any such In-License Agreement entered into by Selecta.

2.11

Next Generation Particles. Selecta will inform Spark in writing in the event that (a) during the [***] after (i) the Effective Date with respect to the Initial Target or (ii) the exercise of Spark’s Option with respect to each Additional Target, as applicable, Selecta or its Affiliates Develops or otherwise Controls any [***] that (x) [***], or (b) during the [***] after the Effective Date, Selecta or its Affiliates Develops or otherwise Controls any [***] that either

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3.1

Project Coordinators. Each of the Parties shall appoint one (1) representative possessing a general understanding of this Agreement and of drug product Development to act as the primary point of contact between the Parties with respect to the activities set forth herein (each, a “Project Coordinator”). Subject to the foregoing, either Party may replace its Project Coordinator at any time with prior notice to the other Party. Upon the occurrence of any material event related to the Development or Manufacture of the Licensed Products, the Project Coordinators shall promptly update each other with respect to such material event. The Project Coordinators may conduct in-person meetings or teleconferences to discuss the Development and Manufacture of Licensed Products and may invite additional personnel from either Party to attend any such meetings or teleconferences.

3.2	Development Diligence.

3.3

Development Plan. Spark shall be solely responsible for designing and conducting the Development activities necessary to fulfill its obligations under Section 3.2 (Development Diligence), and shall outline such activities with respect to Licensed Particles in a reasonably detailed plan customized for each Target (as may be updated from time to time by Spark, each a “Development Plan”). Each Development Plan will describe the material Development activities planned to be undertaken. Without limiting any other provisions of this Agreement (i) Selecta shall have a reasonable opportunity to review each Development Plan or any material update or amendment thereto prior to the start of its execution and may provide comments to Spark with respect to aspects of the Development Plan related to Licensed Particles and the combination of a Licensed Particle with a Gene Therapeutic, and

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3.4

Development Reports. Commencing in 2018 and for so long as Spark is conducting activities under a Development Plan, no later than [***] after the end of each calendar year, Spark shall provide Selecta with a written report regarding the status of Spark’s Development under such Development Plan and the material Development activities undertaken by Spark with respect to the applicable Target in the preceding calendar year.

3.5	Regulatory Activities.

3.6	Assistance by Selecta. Selecta shall use Commercially Reasonable Efforts to assist Spark (including by taking actions or providing data, documents, references to drug master files and other information in accordance with Spark’s reasonable request) as required by any of the following: (a) a Regulatory Authority, (b) an investigational review board, (c) a hospital

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3.7	Other Selecta Projects.

3.8

Development Costs. Each Party shall be responsible for its own costs and expenses incurred in performing its obligations pursuant to Sections 3.1 (Project Coordinators), 3.2 (Development Diligence), 3.3 (Development Plan), 3.4 (Development Reports), 3.5 (Regulatory Activities) and 3.7 (Other Selecta Projects). Spark shall reimburse Selecta for all FTE Costs and Out-of-Pocket Costs incurred by Selecta or any of its Affiliates in performing activities specifically requested by Spark under Sections 3.6 (Assistance by

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4.1

Commercial Diligence. Spark shall use Commercially Reasonable Efforts to Commercialize a Licensed Product directed to each Target in [***] where such Licensed Product receives Marketing Authorization. Selecta’s sole and exclusive remedy and Spark’s sole and exclusive liability for any breach by Spark of this Section 3.2 shall be the termination right set forth in Section 9.2(b)(iii) (Material Breach) as to the applicable Target in the applicable country(ies), subject to the materiality, notice, cure and other limitations therein

4.2	Commercialization Activities. Spark shall be solely responsible for designing and conducting the Commercialization activities necessary to fulfill its obligations under Section 4.1 (Commercial Diligence). Spark shall keep Selecta reasonably informed through the Project Coordinators as to the progress of its Commercialization activities with respect to each Licensed Product.

4.3

First Commercial Sale Notices. Spark shall provide Selecta written notice of (i) the anticipated date of First Commercial Sale of each Licensed Product in [***], as reasonably estimated by Spark, at least [***] prior to such anticipated date of First Commercial Sale and (ii) the anticipated date of First Commercial Sale of each Licensed Product in each other country, as reasonably estimated by Spark, at least [***] prior to such anticipated date of First Commercial Sale, and shall provide Selecta with a prompt update if its estimate changes. Spark shall provide Selecta written notice of the First Commercial Sale of each Licensed Product in each country within [***] after the occurrence such First Commercial Sale.

4.4	Markings.

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5.1

General. Selecta shall retain the responsibility to Manufacture preclinical, clinical and commercial supplies of the Licensed Particles to be included in Licensed Products, subject to Section 5.3 (Manufacturing Transfer), and shall supply Spark’s preclinical, clinical and commercial requirements of the Licensed Particles. The Manufacturing and supply by Selecta of the Licensed Particles for preclinical and clinical Development by Spark of Licensed Products prior to Pivotal Clinical Studies shall be covered by a mutually acceptable supply agreement (the “Clinical Supply Agreement”) to include the terms set forth on Exhibit E (Principal Terms of Supply Agreements) and such other terms and conditions as are reasonable and customary for an agreement governing the Manufacturing and supply of a biopharmaceutical product by a licensor that receives consideration for the development, licensing and commercialization of such product, pursuant to which Selecta shall supply to Spark Spark’s requirements of the Licensed Particles solely for inclusion in Licensed Products for use in preclinical and clinical Development activities up to Pivotal Clinical Studies. The Manufacturing and supply by Selecta of the Licensed Particles for Pivotal Clinical Studies and Commercialization by Spark of Licensed Products shall be covered by a mutually acceptable supply agreement to include the terms set forth on Exhibit E (Principal Terms of Supply Agreements) and such other terms and conditions as are reasonable and customary for an agreement governing the Manufacturing and supply of a biopharmaceutical product by a licensor that receives consideration for the development, licensing and commercialization of such product, pursuant to which Selecta shall supply to Spark Spark’s requirements of the Licensed Particles solely for inclusion in Licensed Products for use in Pivotal Clinical Studies and Commercialization of Licensed Products (the “Commercial Supply Agreement”). Concurrently with the execution of each of the Clinical Supply Agreement and the Commercial Supply Agreement, the Parties shall negotiate and enter into a quality agreement (each, a “Quality Agreement”).

5.2

Negotiation of Supply Agreements. The Parties shall commence negotiation of the Clinical Supply Agreement within [***] after the Effective Date and shall commence negotiation of the Commercial Supply Agreement within [***] after the Effective Date. The Parties will use Commercially Reasonable Efforts to negotiate and agree on the Clinical Supply Agreement and the Commercial Supply Agreement and shall negotiate in good faith. Any breach of this Section 5.2 shall be deemed a material breach of the Agreement for the purposes of Section 9.2(b)(i) (Material Breach).

5.3

Failure to Enter Supply Agreements. If despite good faith negotiations and the use of Commercially Reasonable Efforts by the Parties as set forth in Section 5.2 (Negotiation of Supply Agreements), the Parties fail to execute the Clinical Supply Agreement by [***], then Spark’s obligation to make the payment set forth in Section 6.1(c) (Scheduled Payments) and purchase the Second Acquisition Right Shares (as defined in the Stock Purchase Agreement) will be tolled until the earlier of [***]. If despite good faith negotiations and the use of Commercially Reasonable Efforts by the Parties as set forth in Section 5.2 (Negotiation of Supply Agreements), the Parties fail to execute the Commercial Supply

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5.4

Manufacturing Transfer. Spark shall have the option of assuming the responsibility for the Manufacture of clinical and commercial supplies of the Licensed Particles solely for inclusion in Licensed Products upon written notice to Selecta (a) [***] or (b) [***]. If Spark exercises such option (the “Technology Transfer Option”), the Parties will promptly enter into a technology transfer agreement pursuant to which Selecta shall transfer to Spark or a Third Party contract manufacturer designated by Spark Selecta’s Know-How concerning the Manufacture of the Licensed Particles and provide Spark with reasonable assistance in Spark’s preparations to have Manufactured the Licensed Particles. In addition, such technology transfer agreement shall include reasonable provisions necessary for the protection of Selecta’s rights in the transferred Know-How.

5.5

Right of Reference. Selecta, as reasonably requested by Spark, will grant to Spark a “right of reference or use” as that term is defined in 21 C.F.R. 314.3(b) or any equivalent foreign law or regulation, under any information relating to the Licensed Particles that is contained in the Regulatory Materials Controlled by Selecta to the extent reasonably necessary to assist Spark in obtaining Marketing Authorization for a Licensed Product on a Licensed Product-by-Licensed Product basis. In addition, Selecta shall grant to the Spark the full right to use and refer to any relevant Drug Master File, as that term is defined in 21 C.F.R. § 314.420, and any foreign equivalents, for the Licensed Particles in the Field, and will provide a copy of the written authorization for such use and reference to Spark upon such Spark’s request. Spark’s rights under this Section 5.5 shall expire upon a manufacturing transfer as contemplated by Section 5.3 (Manufacturing Transfer).

5.6

Initial Supply. Selecta will supply SEL-110 to Spark until [***] in accordance with the terms of this Section 5.6 and Exhibit F (Initial Supply Order). Exhibit F (Initial Supply Order) sets forth (i) the quantity of SEL-110 ordered by Spark for delivery on or before the specific date set forth on Exhibit F (Initial Supply Order), (ii) whether such SEL-110 is process development material that is not Manufactured in accordance with cGMP (“Non-cGMP Initial Supply”) or is cGMP-grade material that is Manufactured in accordance with cGMP (“cGMP Initial Supply”) and (iii) whether such SEL-110 will be Manufactured with the [***] manufacturing process or the [***] manufacturing process. Spark may cancel or reduce the quantity of SEL-110 set forth on Exhibit F (Initial Supply Order) by providing notice to Selecta at least [***] in advance of when such SEL-110 would otherwise be delivered; provided, however, Spark may not cancel or reduce the quantity of cGMP Initial Supply set forth on Exhibit F (Initial Supply Order) by more than [***]. Selecta will (subject

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5.7

Failure of Initial Supply. If Selecta fails to deliver any SEL-110 to Spark in accordance with Section 5.6 (Initial Supply) at any point prior to [***], then Spark’s obligation to [***] will be tolled for [***]. If Selecta fails to deliver any SEL-110 to Spark in accordance with Section 5.6 (Initial Supply) at any point prior to [***], then Spark’s obligation to [***] will be tolled until the earlier of (a) such time [***] or (b) [***]. For the avoidance of doubt, nothing in this Section 5.7 shall give rise to the Technology Transfer Option under Section 5.4 (Manufacturing Transfer).

6.1

Scheduled Payments. In consideration of the rights granted hereunder, Spark shall make the following scheduled payments to Selecta in immediately available funds (each, a “Scheduled Payment”). For the avoidance of doubt, the timing of each Scheduled Payment shall be determined by Spark in its sole discretion (provided that each Scheduled Payment shall be made no later than the applicable date set forth below). Selecta’s sole and exclusive remedy and Spark’s sole and exclusive liability for any failure by Spark to make a Scheduled Payment by the applicable date set forth below shall be the termination of this Agreement as set forth in Section 9.2(e) (Termination for Failure to Make Scheduled Payment). Each Scheduled Payment shall be paid [***] that shall become payable under this Section 6.1 is $[***]. Notwithstanding anything to the contrary in this Agreement, Spark will [***] of (i) such time as [***] described in Section [***].

6.2	Option Exercise Payments. If Spark elects to exercise an Option with respect to an Additional Target, Spark shall pay [***] for each Option exercised (each an “Option Exercise

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6.3

Equity Purchases. In consideration of the rights granted hereunder, Selecta shall issue and sell to Spark, and Spark shall purchase from Selecta, shares of Selecta common stock, par value $0.0001 per share, pursuant to the terms of the stock purchase agreement attached as Exhibit G (Stock Purchase Agreement) (the “Stock Purchase Agreement”). Selecta’s sole and exclusive remedy and Spark’s sole and exclusive liability for any failure by Spark to make equity purchases as required by the Stock Purchase Agreement shall be the termination of this Agreement as set forth in Section 9.2(f) (Termination for Failure to Make Equity Purchase).

6.4

Development Milestones. Subject to Section 6.7 (Exceptions), Spark shall pay Selecta a milestone payment upon the first achievement by Spark, its Affiliate or a sublicensee of the applicable development milestone event set forth in the table below with respect to a Licensed Product directed to each Target, on a Target-by-Target basis (each, a “Development Milestone Payment”). Each Development Milestone Payment shall be paid [***] that can become payable under this Section 6.4 is $[***] per Target.

6.5

Regulatory Milestones. Subject to Section 6.7 (Exceptions), Spark shall pay Selecta a milestone payment upon the first achievement by Spark, its Affiliate or a sublicensee of the applicable regulatory milestone event set forth in the table below with respect to a Licensed Product directed to each Target, on a Target-by-Target basis (each, a “Regulatory Milestone Payment”). Each Regulatory Milestone Payment shall be paid [***] that can become payable under this Section 6.5 is $[***] per Target.

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6.6

Commercial Milestones. Subject to Section 6.7 (Exceptions), Spark shall pay Selecta a milestone payment upon the first achievement by Spark, its Affiliate or a sublicensee of the applicable commercial milestone event set forth in the table below (each a “Commercial Milestone”) with respect to a Licensed Product directed to each Target, on a Target-by-Target basis (each, a “Commercial Milestone Payment”). Each Commercial Milestone Payment shall be paid [***] under this Section 6.6 is $365,000,000 per Target.

6.7	Exceptions. Notwithstanding anything to the contrary herein:

6.8	Payment by Equity Issuance. For three (3) years following the Effective Date, if Spark is listed on a national securities exchange, Spark shall have the right, but not the obligation to settle up to 50% of its obligation to make any Development Milestone Payment or Regulatory Milestone Payment coming due in such period by issuing Spark Common Stock having a

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6.9	Royalties.

6.10	Royalty Adjustments.

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6.11	Reports and Payments.

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6.12	Existing License Agreements. [***] responsible for all [***] due to the licensors under the Existing License Agreements. Without limiting the foregoing, if [***] fails to pay any [***] including without limitation costs associated with securing and maintaining a [***] Section [***] then [***].

6.13

Payment Method; Late Payments. Payments, other than payments made in Spark Common Stock pursuant to Section 6.8 (Payment by Equity Issuance), hereunder shall be paid by wire transfer, or electronic funds transfer (EFT) in immediately available funds to a bank account designated by the receiving Party at least [***] in advance of such payment. Royalties and any other payments, including patent expense reimbursements and payments to be made in Spark Common Stock, required to be paid by Spark pursuant to this Agreement shall, if overdue, bear interest until payment at a rate equal to the [***]. The interest payment shall be due from the day the original payment was due until the day that the payment was received by Selecta. The payment of such interest shall not restrict Selecta from exercising any other rights it may have because any payment is overdue.

6.14

Currency. All amounts payable and calculations hereunder shall be in Dollars. Conversion of sales recorded in local currencies to Dollars will first be determined in the foreign currency of the country in which such Licensed Products are sold and then converted to Dollars at a [***] trailing average published by the Wall Street Journal (U.S. editions) for conversion of the foreign currency into dollars on the last day of the quarter for which such payment is due.

6.15

Taxes and Withholding. All payments due under this Agreement will be made without any deduction or withholding for or on account of any tax unless such deduction or withholding is required by Law to be assessed against the receiving Party. If the paying Party is so required to deduct or withhold, the paying Party will (a) promptly notify the receiving Party of such requirement, (b) pay to the relevant authorities the full amount required to be deducted or withheld promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against the receiving Party, and (c) promptly forward to the receiving Party an official receipt (or certified copy) or other documentation reasonably acceptable to the receiving Party, to the extent available, evidencing such payment to such authorities.

6.16

Maintenance of Records. Spark shall keep, and shall cause its Affiliates and sublicensees to keep, accurate books and accounts of record in connection with the calculation of payments to be made by Spark under this Agreement in sufficient detail to permit accurate determination of all figures necessary for Selecta’s verification of payments to be paid under this Agreement. Spark and its Affiliates and sublicensees shall maintain such records for a period of at least [***] after the end of the year in which they were generated or longer if and to the extent required by applicable Law.

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6.17

Audits. Selecta shall have the right, on behalf of itself and any licensor under an In-License Agreement, at Selecta’s own expense and no more than once per year, to have an independent, certified public accountant of national standing, selected by Selecta and reasonably acceptable to Spark, review all records maintained in accordance with Section 6.16 (Maintenance of Records) upon reasonable notice and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments required and made under this Agreement within the prior [***] period. No quarter may be audited more than one time. Spark shall receive a copy of each audit report promptly from Selecta. Selecta shall pay the full cost of the inspection unless the discrepancy is greater than [***] of the amount paid for the applicable year that is the subject of such inspection, in which case Spark shall pay to Selecta the reasonable and documented cost charged by such accountant for such inspection. If such audit shows a discrepancy in Selecta’s favor, Spark shall pay Selecta the amount of the discrepancy within [***] after being notified thereof.

6.18

Adjustment for Patent Challenge. In the event that Spark or any of its Affiliates or sublicensees, individually or in association with any other Person, initiates or assists in initiating or continuing a challenge to the validity, patentability, enforceability or non-infringement of any Selecta Background Patent or Selecta-Invented Improvement Patent, or otherwise opposes any such Patent through any administrative, judicial or other similar proceeding with respect to such Patent and such challenge or opposition to such Patent is unsuccessful, all payments owed to Selecta by Spark pursuant to Sections 6.4 (Development Milestones), 6.5 (Regulatory Milestones), 6.6 (Commercial Milestones) and 6.9 (Royalties) shall be [***]. The foregoing shall not apply with respect to (i) any Patent challenge described above that is made in defense of Selecta’s assertion of any Selecta Patent right against Spark or any of its Affiliates or sublicensees with respect to any product or technology other than Licensed Particles or (ii) any patent challenge commenced by a Third Party that after the Effective Date acquires or is acquired by Spark or any of its Affiliates or sublicensees or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, provided that such patent challenge commenced prior to the signing of the acquisition or merger agreement relating to such acquisition.

7.1	Ownership.

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7.2	Prosecution and Maintenance of Patents.

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7.3

Defense of Third Party Infringement Claims. Subject to the Parties’ respective indemnification rights and obligations pursuant to ARTICLE 11 (Indemnification, Insurance and Liability), if a Licensed Product becomes the subject of a Third Party’s claim or assertion of infringement of a Patent relating to Development, Manufacture or Commercialization of the Licensed Product in the Field in the Territory (each, an “Infringement Claim”), the Party first having notice of the claim or assertion shall promptly notify the other Party, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing, Spark shall have the right to defend any Infringement Claim, and Selecta shall reasonably assist Spark and cooperate in any such litigation at Spark’s request and expense. Spark shall keep Selecta reasonably informed with respect to the progress of any such litigation.

7.4	Enforcement; Patent Challenges.

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7.5

Recoveries. Any recovery received as a result of any Enforcement Action pursuant to 7.4(b) (Competitive Infringement of Selecta-Invented Improvement Patents and Selecta-Assigned Improvement Patents) and any recovery received by Selecta as a result of any Enforcement Action pursuant to Section 7.4(d) (Infringement of Selecta Background Patents) as to a Competitive Infringement shall be used first to reimburse the Party taking the Enforcement Action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such Enforcement Action, then [***] of the remainder of the recovery shall be retained by or paid to Spark and [***] shall be retained by or paid to Selecta. Any recovery received as a result of any Enforcement Action pursuant to Section 7.4(c) (Other Infringement of Selecta-Invented Improvement Patents and Selecta-Assigned Improvement Patents) or 7.4(e) (Infringement of Spark Patents) and any recovery received by Selecta as a result of any Enforcement Action pursuant to Section 7.4(d) (Infringement of Selecta Background Patents) as to a Third Party Infringement other than a Competitive Infringement shall be retained by the Party taking the Enforcement Action.

7.6	IP Working Group.

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8.1

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed by the Parties in writing, during the term of this Agreement and for [***] thereafter and, with respect to any Confidential Information that is Know-How Controlled by Selecta and related to the Manufacture of any Licensed Particle, for so long as such Confidential Information remains a trade secret, the Parties agree that the receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Confidential Information furnished to it by the other Party pursuant to this Agreement. For clarity, Confidential Information of a Party shall include all information and materials disclosed by such Party or its designee that (x) if disclosed in writing or other tangible form, is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure, (y) if disclosed verbally or in other intangible form, is indicated upon first disclosure as being confidential or (z) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Notwithstanding the foregoing, Confidential Information shall not be deemed to

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	include information or materials to the extent that it can be established by written documentation by the receiving Party that such information or material:

8.2	Authorized Use and Disclosure. Each Party may use and disclose Confidential Information of the other Party as follows:

8.3	Injunctive Relief. Given the nature of the Confidential Information and the competitive damage that would result to a Party upon unauthorized disclosure, use or transfer of its Confidential Information to any Third Party, the Parties agree that monetary damages may not be a sufficient remedy for any breach of this ARTICLE 8 (Confidentiality). In addition

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8.4	Terms of Agreement.

8.5

Publications. Spark and its Affiliates shall have the right to publish or publicly disclose the results generated in the course of performing any research related to a Licensed Product, provided that Spark submits the proposed publication or disclosure to Selecta for its review (a) in the case of any press release or presentation at a conference, at least [***] prior to public disclosure or such shorter period as may be required under applicable Law, (b) in the case of publication of an abstract, at least [***] prior to the scheduled publication or (c) in all other cases, at least [***] prior to the scheduled submission of such proposed publication or public disclosure (including to any journal for review). If, during its [***] review period, as applicable, Selecta notifies Spark that it desires changes to the publication or public disclosure reasonably necessary to protect Selecta IP, Spark shall use reasonable efforts to accommodate such request. If, during its [***] review period, as applicable, Selecta notifies Spark that such publication or public disclosure contains the Confidential Information of Selecta, Spark will remove any such Confidential Information prior to submission. Without limiting Selecta’s right to publish or publicly disclose information and results relating to the Licensed Particles that is not Confidential Information of Spark, Selecta shall not publish or publicly disclose any information or results generated in the course of performing any research related to the Licensed Products without the prior written consent of Spark.

8.6	Publicity; Press Releases.

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8.7

Use of Name. Spark and its Affiliates and sublicensees shall not use the name of “Massachusetts Institute of Technology”, “Lincoln Laboratory”, “Brigham and Women's Hospital,” “Harvard University”, “'The Immune Disease Institute,” “Children’s Hospital Boston” or any variation, adaptation, or abbreviation thereof, or of any of its trustees, officers, faculty, students, employees, or agents, or any trademark owned by MIT, Brigham and Women’s Hospital, the President and Fellows of Harvard College, Children’s Medical Center Corporation and Immune Disease Institute, or any terms of the MIT License in any promotional material or other public announcement or disclosure without the prior written consent of the applicable party, or in the case of the name of a Brigham and Women’s Hospital trustee, officer, faculty, student, employee, or agent, the written consent of such Brigham and Women’s Hospital party, which consent any party may withhold in its sole discretion.

9.1	Term. This Agreement is effective as of the Effective Date and shall continue in full force and effect unless earlier terminated by a Party in accordance with Section 9.2 (Termination) and shall expire on a Licensed Product-by-Licensed Product and country-by-country basis upon the expiration of the Royalty Term with respect to such Licensed Product in such country.

9.2	Termination.

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9.3	Consequences of Termination.

9.4	Non-Exclusive Remedy. Notwithstanding anything herein to the contrary, but without prejudice to Sections 3.2(b) (General), 4.1 (Commercial Diligence), 9.2(e) (Termination for Failure to Make Scheduled Payments) or 9.2(f) (Termination for Failure to Make Equity Purchases), termination of this Agreement by a Party shall be without prejudice to other remedies such Party may have at law or equity.

9.5

Survival. The following provisions shall survive expiration or termination of this Agreement and continue to be enforceable: Section 2.1(d) (Post-Royalty Term Licenses), Section 2.3 (Additional License Grants), Section 7.1 (Ownership), ARTICLE 8 (Confidentiality), ARTICLE 9 (Term and Termination), Section 10.5 (Disclaimer), ARTICLE 11 (Indemnification, Insurance and Liability), ARTICLE 12 (Dispute Resolution), and ARTICLE 13 (Miscellaneous).

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10.1	Representations, Warranties and Covenants By Both Parties. Each Party hereby represents, warrants and covenants to the other Party as of the Effective Date:

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10.3	Selecta Covenants.

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10.4

Spark Representations, Warranties and Covenants. Spark hereby represents and warrants that, as of the Effective Date, neither Spark nor any of its Affiliates, nor, to its knowledge, any other Person that will be involved in activities under this Agreement has been debarred or is subject to debarment, and neither Spark nor any of its Affiliates will knowingly use in any capacity, in connection with this Agreement, any Person who has been debarred pursuant to Section 306 of the United States Federal Food, Drug, and Cosmetic Act, or who is the subject of a conviction described in such section. Spark agrees to inform Selecta in writing immediately if it or any Person who is performing activities hereunder is debarred or is the subject of a conviction described in Section 306, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of Spark’s knowledge, is threatened, relating to the debarment or conviction of Spark or any Person used in any capacity by Spark or any of its Affiliates in connection with this Agreement. Spark shall, and shall require its Affiliates and sublicensees to, conduct all Development, Manufacture and Commercialization of Licensed Products in compliance with applicable Law.

10.5

Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTIONS 10.1 (REPRESENTATIONS, WARRANTIES AND COVENANTS BY BOTH PARTIES), 10.2 (SELECTA REPRESENTATIONS, WARRANTIES AND COVENANTS) AND 10.3 (SPARK REPRESENTATIONS, WARRANTIES AND COVENANTS), THE PARTIES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND PARTICULARLY THAT LICENSED PRODUCTS WILL BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED HEREUNDER, AND IF LICENSED PRODUCTS ARE DEVELOPED, WITH RESPECT TO SUCH LICENSED PRODUCTS, AND TO THE EXTENT PERMITTED BY LAW, THE PARTIES EXCLUDE ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11.1

Indemnification by Selecta. Selecta shall defend, indemnify and hold harmless Spark, its Affiliates and its and their officers, directors, employees, agents, representatives, successors and assigns (each, a “Spark Indemnitee”) from and against any losses, liability or expense (including reasonable legal expenses, costs of litigation and attorneys’ fees), damages, or judgments, whether for money or equitable relief (collectively, “Losses”) resulting from

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11.2

Indemnification by Spark. Spark shall defend, indemnify and hold harmless Selecta and its Affiliates and its and their officers, directors, employees, agents, representatives, successors and assigns, the licensors under the In-License Agreements and their respective directors, officers, employees and agents and the MIT Indemnitees (each, a “Selecta Indemnitee”) from and against any and all Losses resulting from Claims, including bodily injury, risk of bodily injury, death, property damage and product liability, against any Selecta Indemnitee arising out of or relating to, directly or indirectly: (a) any negligent act or omission, or willful wrongdoing by Spark or any of its Affiliates or sublicensees in the performance of this Agreement, (b) the failure by Spark any of its Affiliates or sublicensees to comply with any Law, (c) any alleged personal injuries or death resulting from, arising out of or relating to any Clinical Trials or use of a Licensed Product sponsored or distributed by or on behalf of Spark or its Affiliates or sublicensees, (d) any breach of any representation or warranty or covenant of Spark under this Agreement or (e) the exercise of any rights granted to Spark under this Agreement; except, in each case, to the extent any such Losses result from the gross negligence or willful misconduct of a Selecta Indemnitee or from the breach of any representation or warranty or obligation under this Agreement by Selecta.

11.3

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Party of a claim, demand or suit within [***] of receipt of same; provided, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such claim, demand or suit; and (d) not settling or compromising any claim, demand or suit without prior written authorization of the indemnifying Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or suit and will not settle or otherwise resolve such claim, demand or suit without the Indemnitee’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and to participate

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11.4	Offset. Following the determination of Losses subject to indemnification under Section 11.1 (Indemnification by Selecta) or 11.2 (Indemnification by Spark) by a court of competent jurisdiction, the Indemnitee shall have a right to offset such Losses against any payment due to the indemnifying Party hereunder.

11.5

Limitation on Liability. In no event shall any Party be liable to the other Party for any indirect, special, incidental, exemplary or consequential damages of any kind arising out of or in connection with this Agreement, however caused and on any theory of liability (whether in contract, tort (including negligence), strict liability or otherwise), even if such Party was advised or otherwise aware of the likelihood of such damages. The limitations set forth in this Section 11.5 shall not apply with respect to (a) the Party’s indemnification obligations under Sections 11.1 (Indemnification by Selecta) or 11.2 (Indemnification by Spark), as applicable, (b) breach of ARTICLE 8 (Confidentiality), or (c) intentional misconduct of a Party. Nothing in this Section 11.5 shall limit a Party’s liability for death or injury caused by that Party’s negligence, or fraud or fraudulent misrepresentation.

11.6

Insurance. During the term of this Agreement, each Party shall obtain and maintain commercial general liability insurance with a reputable, solvent insurer in an amount appropriate for its business and products of the type that are the subject of this Agreement, and for its obligations under this Agreement and shall obtain and maintain product liability insurance and clinical trial liability insurance with limits of at least [***] per occurrence and in annual aggregate. After the term of this Agreement, until at least [***] after the last commercial sale of any Licensed Product, each Party shall obtain and maintain product liability insurance (or discontinued product liability insurance) and clinical trial liability insurance with limits of at least [***] per occurrence and in annual aggregate, or alternatively, if coverage is written on a claims made basis, the Party shall purchase an extended reporting period of at least [***] after last commercial sale of any Licensed Product. Upon request, each Party shall provide the other Party with evidence of the existence and maintenance of such insurance coverage.

12.1	In General. If any dispute or disagreement arises between Selecta and Spark in respect of this Agreement, they shall follow the following procedures in an attempt to resolve the dispute or disagreement:

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12.2	Equitable Relief. Nothing in this Agreement shall limit the right of either Party to seek to obtain in any court of competent jurisdiction any equitable or interim relief or provisional remedy, including injunctive relief.

12.3	Survival. The provisions of this ARTICLE 12 (Dispute Resolution) shall survive for five (5) years from the date of termination or expiration of this Agreement.

13.1	Governing Law. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and interpreted in accordance with the laws of the State of New York without regard to conflict of law principles thereof, and excluding the United National Convention on Contracts for the International Sales of Goods.

13.2	Assignment of Rights and Obligations.

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

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13.4

Force Majeure. Except with respect to payment of money, no Party shall be liable to the other Party for failure or delay in the performance of any of its obligations under this Agreement for the time and to the extent such failure or delay is caused by earthquake, riot, civil commotion, war, terrorist acts, strike, flood, or governmental acts or restriction, or other cause that is beyond the reasonable control of the respective Party (“Force Majeure”). The Party affected by such Force Majeure will provide the other Party with full particulars thereof as soon as it becomes aware of the same (including its best estimate of the likely extent and duration of the interference with its activities), and will use Commercially Reasonable Efforts to overcome the difficulties created thereby and to resume performance of its obligations as soon as practicable. If the performance of any such obligation under this Agreement is delayed owing to an event of Force Majeure for any continuous period of more than [***], the Parties will consult with respect to an equitable solution, including the possibility of the termination of this Agreement.

13.5

Representation by Legal Counsel. Each Party hereto represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption shall exist or be implied against the Party which drafted such terms and provisions.

13.6

Notices. Any notice, request, delivery, approval or consent required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given if delivered in person, transmitted by facsimile (receipt verified) or by express courier service (signature required) or five (5) days after it was sent by registered letter, return receipt requested (or its equivalent), provided that no postal strike or other disruption is then in effect or comes into effect within two (2) days after such mailing, to the Party to which it is directed at its address or facsimile number shown below or such other address or facsimile number as such Party will have last given by notice to the other Party.

If to Spark:	Spark Therapeutics, Inc. 3737 Market Street, Suite 1300 Philadelphia, PA 19104 Attention: General Counsel Facsimile: (215) 790-6248

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If to Selecta:	Selecta Biosciences, Inc. 480 Arsenal Street

13.7

Entire Agreement. The Parties hereto acknowledge that this Agreement, together with the Exhibits attached hereto and the Stock Purchase Agreement, set forth the entire agreement and understanding of the Parties hereto as to the subject matter hereof, and supersedes all prior and contemporaneous discussions, agreements and writings in respect. Except as required by statute, no terms shall be implied (whether by custom, usage or otherwise) into this Agreement.

13.8	Amendment. No amendment, modification or supplement of any provision of this Agreement shall be valid or effective unless made in writing and signed by a duly authorized officer of each Party.

13.9

Waiver. No provision of the Agreement shall be waived by any act, omission or knowledge of a Party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party. The waiver by any of the Parties of any breach of any provision hereof by another Party shall not be construed to be a waiver of any succeeding breach of such provision or a waiver of the provision itself.

13.10

Severability. If any clause or portion thereof in this Agreement is for any reason held to be invalid, illegal or unenforceable, the same shall not affect any other portion of this Agreement, as it is the intent of the Parties that this Agreement shall be construed in such fashion as to maintain its existence, validity and enforceability to the greatest extent possible. In any such event, this Agreement shall be construed as if such clause of portion thereof had never been contained in this Agreement, and there shall be deemed substituted therefor such provision as will most nearly carry out the intent of the Parties as expressed in this Agreement to the fullest extent permitted by Law.

13.11	Relationship of the Parties. The Parties agree that the relationship of Spark and Selecta established by this Agreement is that of independent contractors. Furthermore, the Parties agree that this Agreement does not, is not intended to, and shall not be construed to, establish

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13.12

Third Party Beneficiaries. Except for the rights to indemnification provided for a Party’s Indemnitees pursuant to ARTICLE 11 (Indemnification, Insurance and Liability), all rights, benefits and remedies under this Agreement are solely intended for the benefit of the Parties (including any successor in interest or permitted assigns), and except rights to indemnification expressly provided pursuant to ARTICLE 11 (Indemnification, Insurance and Liability), no Third Party shall have any rights whatsoever to (a) enforce any obligation contained in this Agreement, (b) seek a benefit or remedy for any breach of this Agreement, or (c) take any other action relating to this Agreement under any legal theory, including actions in contract, tort (including negligence, gross negligence and strict liability), or as a defense, setoff or counterclaim to any action or claim brought or made by the Parties.

13.13

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.

13.14	Counterparts. This Agreement may be executed in any number of counterparts, each of which need not contain the signature of more than one Party but all such counterparts taken together shall constitute one and the same agreement. Any signature page delivered by facsimile or electronic image transmission shall be binding to the same extent as an original signature page.

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•

•	DRAFT – FOR INTERNAL REVIEW ONLY

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Daniel Faga, Chief Business Officer

Spark Therapeutics Media Contact:

Ten Bridge Communications

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2.	Closing, Delivery and Payment.

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(i)	[***];

(ii)	[***];

(iii)	[***]; and

(iv)	[***].

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a.

A “Material Sublicense” shall include any sublicense by Spark of Spark’s rights under the MIT Patents to any of its Affiliates or other Person with respect to a Target made during the TERM (as such term is defined in the M.I.T. Agreement) under which Spark is entitled to receive: (a) upfront payments and research and development milestone payments that are in the aggregate (i) greater than or equal to $[***] if such Target is related to a Very Rare Indication, (ii) greater than or equal to $[***] if such Target is related to a Rare Indication or (iii) greater than or equal to $[***] if such Target is related to neither a Very Rare Indication nor a Rare Indication; (b) royalties on Net Sales of Licensed Products that are greater than or equal to [***]% of such Net Sales; or (c) commercial milestone payments that are in the aggregate greater than $[***]. For clarity, any acquisition of Spark

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b.

If Spark grants more than one sublicense of Spark’s rights under the MIT Patents with respect to a Target during the TERM (as such term is defined in the M.I.T. Agreement), then the payments possible to Spark under all such sublicenses with respect to such Target shall be aggregated for the purposes of the criteria set forth in (a), (b) and (c) in Section 1.a above, and if any such criteria is met, all such sublicenses shall be deemed Material Sublicenses.

c.	Any Affiliate or Person receiving a sublicense from Spark under a Material Sublicense shall be a “Material Sublicensee.”

a.

On a Target-by-Target basis, Selecta will pay M.I.T. the milestone payments set forth in Section 4.1(d) of the M.I.T. Agreement, subject to reduction in accordance with Section 2.c, upon achievement of the applicable milestone event set forth in Section 4.1(d) of the M.I.T. Agreement with respect to a LICENSED PRODUCT (as defined in the M.I.T. Agreement) directed to the applicable Target by a Material Sublicensee (“Spark Sublicensee Milestone Payments”). Each such Spark Sublicensee Milestone Payment [***]. Selecta will make such Spark Sublicensee Milestone Payments within [***] after achievement of the applicable milestone event by a Material Sublicensee.

b.

Within [***] after the effective date of the first Material Sublicense for a Target, Selecta will pay M.I.T. the Spark Sublicensee Milestone Payments for the applicable milestone events set forth in Section 4.1(d) of the M.I.T. Agreement achieved with respect to a LICENSED PRODUCT (as defined in the M.I.T. Agreement) directed to such Target by Spark prior to the effective date of such Material Sublicense. Thereafter, Selecta will pay the Spark Sublicensee Milestone Payments for milestone events achieved by the applicable Material Sublicensee in accordance with Section 2.a.

c.	For each Target related to a Very Rare Indication, the milestone payments payable under Sections 2.a and 2.b will be [***]% of the amount set forth in Section 4.1(d) of the M.I.T. Agreement. For each Target related to a Rare Indication, the milestone payments payable under Sections 2.a and 2.b will be [***]% of the amount set forth in Section 4.1(d) of the M.I.T. Agreement.

d.	All payments made under this Section 2 will be made in accordance with Section 4.2 of the M.I.T. Agreement which is incorporated herein by reference.

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e.	Selecta’s obligations under this Section 2 will survive the termination of the M.I.T. Agreement.

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a.	Spark is entitled to grant sublicenses through multiple tiers under the Spark Sublicensed Rights to Affiliates and Third Parties, as provided in the Spark Agreement (“Permitted Spark Sublicensees”).

b.

Spark and each Permitted Spark Sublicensee will be considered a SUBLICENSEE for the purposes of the M.I.T. Agreement. For the avoidance of doubt, and not in limitation of the foregoing or any other provisions of the M.I.T. Agreement, any consideration that COMPANY or an AFFILIATE of COMPANY receives from a SUBLICENSEE in consideration of the sublicense of the licenses and rights granted COMPANY and its AFFILIATES under Section 2.1 (including without limitation the sublicense of such rights under a Permitted Spark Sublicense), excluding (i) royalties on NET SALES otherwise payable to M.I.T. under Section 4.1(c) of the M.I.T. Agreement, (ii) RESEARCH SUPPORT PAYMENTS and (iii) payments made as consideration for debt or equity securities (excluding amounts in excess of the FAIR MARKET VALUE of such securities), shall be considered SUBLICENSE INCOME. In accordance with Section 4.1(e) of the MIT License Agreement, COMPANY hereby agrees to pay M.I.T. [***] of all SUBLICENSE INCOME related to the Spark Agreement and Permitted Spark Sublicenses.

c.

In the event that non-monetary consideration is received by COMPANY or its AFFILIATES for the Spark Agreement or a Permitted Spark Sublicense, SUBLICENSE INCOME shall be calculated based on and shall include the fair market value of such non-monetary consideration, including all elements of such consideration. Notwithstanding the foregoing, if Spark settles a portion of its obligation to make any Development Milestone Payment or Regulatory Milestone Payment under the Spark Agreement by issuing to Selecta Spark Common Stock having a Fair Market Value equal to such portion of such Development Milestone Payment or Regulatory Milestone Payment, as applicable, being settled thereby in accordance with Section 6.8 of the Spark Agreement, then (i) Selecta will use the Fair Market Value of such issuance for the purposes of calculating the amount of SUBLICENSE INCOME received by and portion thereof required to be shared with M.I.T. under the M.I.T. Agreement, and (ii) Selecta will not be required to make any payment to M.I.T. with respect to such issuance until Selecta has sold the portion of such issuance required to be shared with M.I.T, provided that Selecta will use best efforts to sell such portion of such issuance as soon as practicable.

d.	Any sublicense granted by Spark under the Spark Sublicensed Rights (a “Spark Sublicense Agreement”) will satisfy the requirements of Section 2.6 of the M.I.T. Agreement; notwithstanding and without limiting the foregoing, any Spark

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e.

Except for sublicenses granted by Spark to third party service providers, Selecta will, and ensures that Spark will, (i) furnish M.I.T. with a fully signed photocopy of any Spark Sublicense Agreement promptly after it is executed, and (ii) deliver to M.I.T. reports containing the information described in Article 5 of the M.I.T. Agreement with respect to Permitted Spark Sublicensees. Notwithstanding the foregoing, Spark may reasonably redact the items provided per the foregoing clauses (i) and (ii) to remove Spark and third party confidential information, except that terms (including financial terms) that are directly relevant to COMPANY’s, its AFFILIATE’s and Spark’s obligations under the M.I.T. Agreement and this Letter Agreement may not be redacted by Spark. Upon request by M.I.T., Spark shall provide a copy of any sublicense granted by Spark to a third party service provider to M.I.T.

a.	Spark shall notify M.I.T. in writing of its request for a license agreement under the MIT Patents within [***] of written notification from Selecta or M.I.T. of termination of the M.I.T. Agreement.

b.	M.I.T. will not be obliged to [***].

c.	Spark and Permitted Spark Sublicensees are not [***].

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d.	Under the New License and Option Agreement, Spark will be obligated to pay M.I.T. the following license fees, royalty payments and milestone payments, and patent cost reimbursement:

i.	The [***].

ii.	[***] For example, [***]. As an illustration [***].

iii.	[***]

iv.	[***]

e.	The New License and Option Agreement will include substantially similar terms and conditions to the following provisions of the M.I.T. Agreement:

a.	Spark will comply with the insurance requirements applicable to Selecta set forth in Section 8.2 of the M.I.T. Agreement. Within [***] of execution of the Spark Agreement and thereafter promptly upon M.I.T.’s request, Spark will provide to M.I.T. a written certificate evidencing that insurance coverage meeting the above criteria is effectively in place.

b.	Notwithstanding anything to the contrary, Selecta will continue to comply with the insurance requirements set forth in Section 8.2 of the M.I.T. Agreement.

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