Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

_____________________________________________________________________

License Agreement

By And Between

Cullinan Therapeutics, Inc.

And

Chongqing Genrix Biopharmaceutical Co., Ltd.

(重庆智翔金泰生物制药股份有限公司)

_____________________________________________________________________

Table of Contents

1. DEFINITIONS AND INTERPRETATION 1

2. LICENSES; EXCLUSIVITY 21

3. GOVERNANCE 24

4. TECHNOLOGY TRANSFER & COOPERATION 26

5. DEVELOPMENT AND REGULATORY MATTERS 27

6. MANUFACTURING AND SUPPLY 34

7. COMMERCIALIZATION 34

8. FINANCIAL PROVISIONS 36

9. REPORTS AND PAYMENT TERMS 43

10. INTELLECTUAL PROPERTY RIGHTS 46

11. CONFIDENTIALITY 53

12. TERM AND TERMINATION 55

13. EFFECT OF TERMINATION 58

14. REPRESENTATIONS, WARRANTIES AND COVENANTS 61

15. INDEMNIFICATION; LIABILITY; INSURANCE 69

16. PUBLICATIONS AND PUBLICITY 72

17. GENERAL PROVISIONS 74

EXHIBITS AND SCHEDULES

exhibit A – Genrix patents

exhibit B – sample invoice

EXHIBIT C – [***]

EXHIBIT D – Non-Binding, Summary Development Plan – Territory

EXHIBIT E – Non-Binding, Summary Development Plan – Genrix Territory

SCHEDULE (A) – GR-1803

SCHEDULE (B) – [***]

SCHEDULE (C) – LOCAL BIOPHARMACEUTICAL COMPANIES

SCHEDULE (D) – INITIAL Genrix AID Trial Protocol

SCHEDULE (E) – INITIAL GENRIX AID TRIAL ICF

SCHEDULE (F) – DATA PACKAGES

SCHEDULE 4.1 – Genrix Materials

SCHEDULE 4.1(b) – Manufacturing Know-How

SCHEDULE 6.2 – Supplied GR-1803

LICENSE AGREEMENT

This LICENSE AGREEMENT (“Agreement”) is made as of this 4th day of June, 2025 (“Effective Date”), by and between Cullinan Therapeutics, Inc., a Delaware corporation, with offices located at 1 Main Street, Suite 1350, Cambridge, MA 02142 (“Cullinan”) and Chongqing Genrix Biopharmaceutical Co., Ltd. (重庆智翔金泰生物制药股份有限公司), a China corporation, with offices located at Block 2 Area A, No. 699 Maliu Ave. Ba’nan District, Chongqing, China (“Genrix”). Cullinan and Genrix are each referred to individually as a “Party” and together as the “Parties.”

RECITALS

WHEREAS, Genrix owns or otherwise Controls Genrix Patents and Genrix Know-How;

WHEREAS, subject to the terms and conditions of this Agreement, Cullinan wishes to obtain, and Genrix wishes to grant, rights to Exploit Compounds and Products in the Field in the Territory; and

WHEREAS, subject to the terms and conditions of this Agreement, Genrix will retain the right to Develop, Manufacture, Commercialize and otherwise Exploit Products in the Genrix Territory.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties agree as follows.

“Accounting Standards” means, with respect to either Party, its Affiliates or its or their licensees or sublicensees, United States Generally Accepted Accounting Principles, the IFRS (International Financial Reporting Standards) or such other similar national standards as such party adopts for financial reporting purchases, in each case, as generally and consistently applied throughout the party’s organization. Each Party shall promptly notify the other Party in the event that it changes the Accounting Standards pursuant to which its records are maintained, it being understood that each Party may only use internationally recognized accounting principles.

“Act” shall have the meaning set forth in Section ‎5.2(g) (Compliance).

“Acquired IP” shall have the meaning set forth in Section ‎8.6(c)(ii).

“Additional Milestone” means any Clinical Trial-based Development Milestone or Regulatory Approval-based Development Milestone, in either case, for a second, third or fourth Indication.

“Affiliate” means, with respect to a Person, any other Person that now or hereinafter controls, is controlled by, controlling, or is under common control with that Person. For the purpose of this definition and the definition of “Significant Pharmaceutical Company”, “control” shall mean, direct or indirect, ownership of fifty percent (50%) or more of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or fifty percent (50%) or more of the equity interest in the case of any other type of legal entity, status as a general partner in any partnership, or any other arrangement whereby the Person controls or has the right to control the board of directors or equivalent governing body of a corporation or other entity, or the ability to cause the direction of the management or policies of a corporation or other entity. The Parties acknowledge that in the case of entities organized under the laws of certain countries, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent (50%), and in such case such lower percentage

shall be substituted in the preceding sentence, provided, that such foreign investor has the same ability to cause the direction of the management or policies of such entity as provided in the preceding sentence.

“Agreement” shall have the meaning set forth in the preamble of this Agreement.

“Alliance Manager” shall have the meaning set forth in Section ‎3.1 (Alliance Managers).

“Annual Net Sales” means the aggregate Net Sales of Products in a given Calendar Year.

“Applicable Law” means any national, international, supra-national, federal, state or local laws, treaties, statutes, ordinances, rulings, rules and regulations, including any rules, regulations, guidance or guidelines, or requirements of any regulatory authorities, national securities exchanges or securities listing organizations, governmental authorities, courts, tribunals, agencies, legislative bodies and commissions that are in effect from time to time during the Term and applicable to a particular activity hereunder, including GCP, GMP, and GLP, as applicable.

“Auditor” shall have the meaning set forth in Section ‎9.4(b).

“Autoimmune Field” means any and all indications and uses in humans and animals related to the diseases or conditions listed in Schedule (B) ([***]).

“Bayh-Dole Act” means the Patent and Trademark Law Amendments Act of 1980, 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.

“BCMA” means [***]

“Binding Sequence” means, with respect to an antibody and a Target to which it is Directed, each amino acid sequence of each complementarity-determining region (CDR) of such antibody that effectuates the binding of such antibody to or modulation of such Target.

“Biosimilar Product” means, with respect to a Product and on a country-by-country basis, a product (a) that is sold in such country by a Third Party (other than a Sublicensee) and is not purchased or acquired in a chain of distribution that included Cullinan or any of its Affiliates or Sublicensees, and (b) (i) whose licensing, approval or marketing authorization, or whose application for such licensing, approval or marketing authorization, in each case, with an applicable Regulatory Authority in such country, relies in whole or in part on a prior approval, licensing or marketing authorization granted with respect to such Product, (ii) whose licensing, approval or marketing authorization, or whose application for such licensing, approval or marketing authorization, in each case, with an applicable Regulatory Authority in such country, relies in whole or in part on any data generated in support of a prior approval, licensing, or marketing authorization granted with respect to such Product in such country, or (iii) that is determined by the FDA (or an equivalent foreign Regulatory Authority thereof) to be biosimilar to or interchangeable with such Product after the grant of the Regulatory Approval for such Product in the United States (or such foreign country), as set forth at 42 U.S.C. § 262(k) (or foreign equivalent thereof).

“BLA” means a Biologics License Application as defined in the Act and the regulations promulgated thereunder or any other application for the authorization to market a pharmaceutical product in any country or group of countries outside the United States, as defined in the Applicable Law and filed with the Regulatory Authority of such country or group of countries.

“Business Day” means any day, other than a Saturday, Sunday or other day on which commercial banks are authorized or required to be closed, as the case may be, in Cambridge, Massachusetts or Chongqing, China.

“Calendar Quarter” means the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 and December 31; provided, that: (a) the first Calendar Quarter of the Term shall extend from the Effective Date to the end of the first such three (3)-month period thereafter; and (b) the final Calendar Quarter of the Term shall extend from the first day of such three (3)-month period until the last day of the Term.

“Calendar Year” means a period of twelve (12) consecutive calendar months beginning on January 1 and ending on December 31; provided, that: (a) the first Calendar Year of the Term shall commence on the Effective Date and end on December 31 of that year; and (b) the final Calendar Year of the Term shall commence on January 1 and end on the last day of the Term.

“CD3” means [***]

“CDA” means that certain Mutual Confidential Disclosure Agreement, by and between Genrix and Cullinan, effective August 27, 2024.

“Centralized Approval Procedure” means the procedure through which a BLA filed with the EMA results in a single marketing authorization valid throughout the European Union.

“Change of Control” means, with respect to a Party, any of the following events: (a) any Third Party (or group of Third Parties acting in concert through one or more transactions or series of transactions) becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the total voting power of the stock or other voting securities (or other equity interests) then outstanding of such Party normally entitled to vote in elections of directors or other similar governing body; (b) such Party consolidates with or merges into another corporation or other entity (whether directly or indirectly, including as a result of a merger or consolidation of a parent entity), or any corporation or other entity consolidates with or merges into such Party, in either event pursuant to a transaction in which more than fifty percent (50%) of the total voting power of the stock or other voting securities outstanding of the surviving entity normally entitled to vote in elections of directors or other similar governing body is not held by the parties holding at least fifty percent (50%) of the outstanding stock or other voting securities of such Party preceding such consolidation or merger; (c) such Party conveys, transfers or otherwise divests in one (1) or more transactions all or substantially all of its assets to any Third Party; or (d) an entry into any other arrangement or agreement whereby a Third Party (or a group of Third Parties acting in concert) obtains the right to control the board of directors or equivalent governing body that has the ability to cause the direction of the management, policies or affairs of such Party.

“Chinese Regulatory Procedures” shall have the meaning set forth in Section ‎14.6 (Chinese Regulatory Procedures).

“Claim” means any demand, claim, action, litigation, arbitration or other proceeding.

“Clinical Trial” or “Clinical Trials” means a Phase 1 Clinical Trial, Phase 2 Clinical Trial, Phase 3 Clinical Trial, bridging studies, post-marketing studies, investigator-initiated trials or such other study in humans that is conducted in accordance with GCP and is designed to generate data in support or maintenance of a BLA or other equivalent marketing application applicable in a country or other jurisdiction.

“Code” means the United States Bankruptcy Code, 11 U.S.C. § 101 et seq.

“Combination Product” means a Product that is (a) sold in the form of a combination that contains or comprises a Compound together with one or more other therapeutically active pharmaceutical agents (whether coformulated or copackaged or otherwise sold for a single price); (b) sold for a single invoice price in the form of a combination that contains or comprises a Compound together with any (i) delivery device, (ii) companion diagnostic related to any Product, or (iii) product other than the Compound (such additional therapeutically active pharmaceutical agent and each of (i)-(iii), an “Other Component”); or (c) defined as a “combination product” by the FDA pursuant to 21 C.F.R. § 3.2(e) or its foreign equivalent.

“Commercialize” or “Commercialization” means all activities directed to marketing, promoting, distributing, pricing, market access, importing, exporting, offering to sell or selling a product or conducting other commercialization, and interacting with Regulatory Authorities or other Governmental Authorities regarding any of the foregoing, including seeking any Pricing and Reimbursement Approval, but excluding any activities directed to Development and Manufacturing.

“Commercially Reasonable Efforts” means, (a) with respect to the efforts to be expended by a Party with respect to any objective under this Agreement (other than Section ‎5.1(c) (Development Diligence) or Section ‎7.1(b) (Diligence to Achieve First Commercial Sale)), [***] and (b) with respect to the efforts set forth in Section ‎5.1(c) (Development Diligence) and Section ‎7.1(b) (Diligence to Achieve First Commercial Sale), [***].

“Competing Product” means [***].

“Competing Program” shall have the meaning set forth in Section ‎2.4(c) (Competing Program Exception).

“Completion of the Genrix AID Trial” means Cullinan’s receipt from Genrix of the (a) the Final Follow-Up Data Package pursuant to Section ‎5.1(b)(ii)(C) (Delivery of Final Data Packages) and (b) final clinical study report for the Genrix AID Trial pursuant to Section ‎5.2(f)(i) (By Genrix to Cullinan).

“Compound” means (a) the compound known as GR-1803 (a bispecific antibody simultaneously binding to CD3 and BCMA), as identified in Schedule (A) (“GR-1803”); and (b) [***].

“Compound Binding Sequence” means [***].

“Conditional Regulatory Approval” means, with respect to a product, Regulatory Approval that requires, as a condition of such approval, any additional (or a continuation of) Clinical Trial(s) for such product in order to obtain further safety or efficacy data, including (a) accelerated Regulatory Approval in accordance with 21 CFR § 314.500 et seq. by the FDA in the United States, (b) conditional Regulatory Approval in accordance with Commission Regulation (EC) No 507/2006 by the EMA in the European Union, or (c) conditional Regulatory Approval in accordance with PSEHB/PED Notification No. 1020-1 by the applicable Regulatory Authority in Japan.

“Confidential Information” means all Know-How and other proprietary information and data of a financial, commercial or technical nature which the disclosing Party or any of its Affiliates (the “Disclosing Party”) has supplied or otherwise made available to the other Party or any of its Affiliates (the “Recipient Party”), whether made available orally, in writing or in electronic form, including information comprising or relating to concepts, discoveries, inventions, data, designs, information or formulae in relation to this Agreement. Notwithstanding the foregoing: both Parties shall be deemed as the Recipient Party (a) for all Genrix Know-How that relates specifically to any Compound or Product; and (b) with respect to the existence of, and the terms and conditions of, this Agreement.

“Control” or “Controlled” means, with respect to any Know-How, Patent Rights, other intellectual property rights, or any proprietary or trade secret information, the possession of the legal authority or

right (whether by ownership, license or otherwise) of a Party to grant a license or a sublicense of or under such Know-How, Patent Rights, or intellectual property rights to the other Party, or to otherwise disclose such proprietary or trade secret information to the other Party, without breaching the terms of any agreement with any Third Party.

“Cover” means, with respect to a given product (or component thereof or process or method relating thereto) and Patent Right, that a claim of such Patent Right would, absent a license thereunder or ownership thereof, be infringed by the making, having made, use, sale, offer for sale or importation of such product or component or the practice of such process or method, and for purposes of determining such infringement, considering claims of pending patent applications as claims as if they have already been issued without modification.

“Cullinan” shall have the meaning set forth in the preamble of this Agreement.

“Cullinan Indemnitees” shall have the meaning set forth in Section ‎15.1 (Indemnification by Genrix).

“Cullinan Reversion Know-How” means any Know-How that (a) is owned or otherwise Controlled by Cullinan or any of its Affiliates as of the effective date of the applicable termination of this Agreement and (b) [***].

“Cullinan Reversion Patents” means any Patent Right that (a) is owned or otherwise Controlled by Cullinan or any of its Affiliates as of the effective date of the applicable termination of this Agreement and (b) [***].

“Cullinan Reversion Technology” means the Cullinan Reversion Know-How, Cullinan Reversion Patents, and Cullinan’s and its Affiliates’ interest in Joint Inventions, Joint Know-How and Joint Patents.

“Data” means any and all scientific, technical and test data pertaining to any Compound or Product, including research data, safety data, tolerability data, clinical pharmacology data, CMC data (including analytical and quality control data and stability data), non-clinical data, safety and pharmacovigilance data, Clinical Trial data or submissions made in association with an IND or BLA with respect to any Compound or Product.

“Data Security and Privacy Laws” means all Applicable Law relating to the privacy, Processing or security of Personal Data.

“Debarred Person” shall have the meaning set forth in Section ‎14.1(f).

“Develop” or “Development” means all Research and development activities for any product, including assay development and toxicology, formulation, statistical analysis, Clinical Trials and the preparation, filing and prosecution of BLAs for such product, as well as all regulatory affairs, communications and activities related to any of the foregoing. “Development” excludes Manufacture and Commercialization.

“Development Milestone Payments” means the payments to be made by Cullinan to Genrix upon the achievement of the corresponding Development Milestones as set forth in Section ‎8.3(a) (Development Milestones).

“Development Milestones” means the milestones relating to Development of a Product as set forth in Section ‎8.3(a) (Development Milestones).

“Development Report” shall have the meaning set forth in Section ‎5.1(e) (Development Reports).

“Directed To” means, with respect to any molecule, compound or other agent and any Target, such molecule, compound or other agent binds to, targets or otherwise modulates such Target; provided, that any molecule, compound or other agent is not “Directed To” any Target if it has no pharmacologically relevant activity with respect to such Target (even if such molecule, compound or other agent incidentally binds such Target).

“Disclosing Party” shall have the meaning set forth in the definition of Confidential Information.

“Dispute” shall have the meaning set forth in Section ‎17.6(b).

“Disqualified Person” shall have the meaning set forth in Section ‎14.1(f).

“Distributor” means any Third Party appointed by Cullinan or any of its Affiliates or Sublicensees to distribute, market or sell Product(s), with or without packaging rights, in one or more countries in the Territory, in circumstances where such Third Party purchases its requirements of Product(s) from Cullinan or its Affiliates or Sublicensees but does not otherwise make any royalty, profit-share or other payment to Cullinan or its Affiliates with respect to its intellectual property rights with respect to such Product(s). For clarity, payment for the purchase of such Product(s) shall not constitute any royalty, profit-share or other payment with respect to Cullinan’s or its Affiliates’ intellectual property rights.

“Divestiture” means, with respect to a Competing Program, the divestiture of all rights to such Competing Program through: (a) an outright sale or assignment of all rights in such Competing Program to a Third Party; (b) an exclusive out-license to a Third Party of all Development, Commercialization, and other Exploitation rights with respect to such Competing Program, with no ongoing rights or obligations to conduct or fund any Development, Commercialization or other Exploitation activities with respect to such Competing Program (other than rights to (i) receive license fees, milestone payments and royalties and any other payments, (ii) receive standard reports and information relevant to such payments or the counterparty’s compliance with the relevant agreements effectuating such Divestiture and (iii) the right to enforce customary terms and conditions contained in the relevant agreements effectuating such Divestiture); or (c) a combination of the transactions contemplated by the foregoing sub-clauses (a) and (b). When used as a verb, “Divest” means to cause or have caused a Divestiture.

“Effective Date” shall have the meaning set forth in the Preamble.

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

“Encumbrance” means any claim, charge, equitable interest, hypothecation, lien, mortgage, pledge, option, license, assignment, power of sale, retention of title, right of pre-emption, right of first refusal or security interest of any kind.

“Enforcing Party” shall have the meaning set forth in Section ‎10.3(d) (Cooperation).

“European Major Markets” means France, Germany, Italy, Spain, and the United Kingdom.

“European Regulatory Approval” means [***].

“European Union” means the economic, scientific, and political organization of member states known as the European Union, as its membership may be altered from time to time, and any successor thereto.

“Existing Genrix Patent” means any Genrix Patent set forth on Exhibit A as of the Effective Date and any Patent Right claiming priority thereto.

“Exploit” means, with respect to a compound or product, to Develop, have Developed, use, have used, perform or have performed medical affairs activities with respect to, Commercialize or have Commercialized, Manufacture, have Manufactured, or otherwise exploit such compound or product. “Exploitation” and “Exploiting” will be construed accordingly.

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

“Field” means any and all indications and uses, including the diagnosis, prophylaxis, treatment or palliation of any diseases, disorders or conditions in humans and animals.

“Final Checkpoint” means, with respect to the Genrix AID Trial, [***] in accordance with the Genrix AID Trial Protocol.

“Final Data Package” means the Data and other deliverables set forth on Schedule (F) (Data Packages) with respect to [***] as of the Final Checkpoint.

“Final Follow-Up Data Package” means the Data and other deliverables set forth on Schedule (F) (Data Packages) with respect to [***].

“First Commercial Sale” means the first sale of a Product by Cullinan, its Affiliate, or a Sublicensee to a Third Party for monetary value for use or consumption by an end user in a country following Regulatory Approval for the sale of such Product in such country. Sales prior to receipt of Regulatory Approval for such Product, as so-called “treatment IND sales,” “named patient sales,” and “compassionate use sales,” (including as part of a named patient program or single patient program) or for similar purposes in accordance with Applicable Law pertaining to any expanded access program or indigent program, in each case, shall not be construed as a First Commercial Sale. First Commercial Sale also excludes transfers of Product to Third Parties as bona fide samples, as donations, or for the performance of Clinical Trials.

“Force Majeure” shall have the meaning set forth in Section ‎17.7 (Force Majeure).

“FPFD” shall have the meaning set forth in Section ‎8.3(a) (Development Milestones).

“FTE” means the equivalent of the work of one duly qualified full-time employee of Genrix for one year (consisting of a total of [***] hours per year) carrying out work directly related to the applicable activity conducted hereunder. Overtime and work on weekends, holidays, and the like, in each case, will not be counted with any multiplier (e.g., time-and-a-half or double time) toward the number of hours that are used to calculate the FTE contribution. The portion of an FTE billable by Genrix for one individual during a given accounting period will be determined by dividing the number of hours worked directly by such individual on the work conducted under this Agreement during such accounting period by the number of FTE hours applicable for such accounting period based on [***] working hours per Calendar Year; provided, that in no event shall indirect personnel (including support functions such as managerial, financial, legal or business development) constitute FTEs.

“FTE Costs” means the cost of Genrix’s employees based on the time incurred at performing work under this Agreement at the then-applicable FTE Rate.

“FTE Rate” means [***] per FTE per Calendar Year, pro-rated for the period beginning on the Effective Date and ending on December 31, 2026. [***].

“GCP” means (a) the then-current good clinical practice standards for Clinical Trials for pharmaceutical products, as set forth in the Act or other Applicable Law, including the ICH E6 Good Clinical Practice: Consolidated Guidance, and applicable provisions of the Act and implementing regulations at 21 C.F.R. Parts 50, 54, and 56, and (b) such standards of good clinical practice as are

required by the Regulatory Authorities of the European Union and other countries for which the applicable pharmaceutical product is intended to be developed.

“Genrix” shall have the meaning set forth in the preamble of this Agreement.

“Genrix AID Trial” means the [***] Clinical Trial of GR-1803 to be conducted by Genrix in the Genrix Territory in accordance with this Agreement and the Genrix AID Trial Protocol.

“Genrix AID Trial Activities” means the activities undertaken by or on behalf of Genrix or its Affiliates in conducting the Genrix AID Trial.

“Genrix AID Trial HGR Filing” shall have the meaning set forth in Section ‎14.7 (HGR Approvals).

“Genrix AID Trial ICF” means the form of informed consent attached as Schedule (E) (Initial Genrix AID Trial ICF), as amended from time to time in accordance with this Agreement.

“Genrix AID Trial Protocol” means the Clinical Trial protocol set forth on Schedule (D) (Initial Genrix AID Trial Protocol), as amended from time to time in accordance with this Agreement.

“Genrix AID Trial Protocol Amendments” shall have the meaning set forth in Section ‎3.2(b) (Specific Responsibilities).

[***].

“Genrix Indemnitees” shall have the meaning set forth in Section ‎15.2 (Indemnification by Cullinan).

“Genrix Know-How” means all Know-How owned or otherwise Controlled by Genrix or any of its Affiliates as of the Effective Date or at any time during the Term, which Know-How is necessary or reasonably useful for the Exploitation of Compounds or Products in the Field in the Territory. Notwithstanding the foregoing, Genrix Know-How excludes Joint Know-How.

“Genrix Materials” means any assays, biological substances (and any constituents, progeny, mutants, derivatives, or replications thereof or therefrom), chemical compounds, or other tangible materials, owned or otherwise Controlled by Genrix or any of its Affiliates.

“Genrix Patents” means all Patent Rights that are owned or otherwise Controlled by Genrix or any of its Affiliates as of the Effective Date or at any time during the Term that Cover the Exploitation of Compounds or Products in the Field. Notwithstanding the foregoing, Genrix Patents exclude Joint Patents.

“Genrix Technology” means the Genrix Know-How, Genrix Patents, and Genrix’s and its Affiliates’ interest in Joint Inventions, Joint Know-How and Joint Patents.

“Genrix Territory” means the PRC.

“Global Safety Database” shall have the meaning set forth in Section ‎5.4 (Global Safety Database).

“GLP” means the then-current good laboratory practice standards promulgated or endorsed by the FDA as defined in 21 C.F.R. Part 58 or the successor thereto, or equivalent regulatory standards in jurisdictions outside the United States.

“GMP” means the then-current good manufacturing practices as specified in (a) the Act and its implementing regulations, including, but not limited to, 21 C.F.R. Parts 210 and 211, (b) all applicable requirements detailed in the EMA’s “The Rules Governing Medicinal Products in the European Community, Volume IV, Good Manufacturing Practice for Medicinal Products”, (c) ICH Guideline

Q7, or (d) equivalent laws, rules, or regulations of an applicable Regulatory Authority at the time of Manufacture in a jurisdiction other than the United States or the European Union.

“Government Change of Control” means any transaction, action, or other occurrence pursuant to which any Governmental Authority in the PRC obtains the ability to direct or control Genrix or its operations.

“Governmental Authority” means any multinational, federal, national, state, provincial, local or other entity, office, commission, bureau, agency, political subdivision, instrumentality, branch, department, authority, board, court, arbitral or other tribunal exercising executive, judicial, legislative, police, regulatory, administrative or taxing authority or functions of any nature pertaining to government.

“GR-1803” shall have the meaning set forth in the definition of Compound.

“HGR Approval” means, with respect to any HGR Filing, obtaining from the NHC or applicable Regulatory Authority approval, clearance or confirmation, as applicable, for such HGR Filing.

“HGR Filings” means all filings or applications for approvals, certificates or other clearances from the NHC and any successor agency thereto, or any Regulatory Authority having substantially the same function, that are necessary for Genrix or any of its Affiliates to disclose to, transfer to or share with a “foreign party” any “Chinese human genetic resource information” or “Chinese human genetic resource materials,” with each of the foregoing terms as defined in the PRC Regulation on the Administration of Human Genetic Resources (人类遗传资源管理条例) and currently effective implementing rules, guidelines, and question and answer documents issued by the applicable Governmental Authorities. For clarity, HGR Filings include any amendments to approvals for international collaborations and data back-up confirmations and record filings for data transfer to foreign parties.

“HGR Regulations” means the PRC Regulation on the Administration of Human Genetic Resources promulgated by the State Council of China and currently effective implementing rules, guidelines, and question and answer documents issued by the applicable Governmental Authorities, as may be amended from time to time.

“IND” means an Investigational New Drug application in the U.S. filed with the FDA or the equivalent application required to commence Clinical Trials for the investigation of pharmaceutical products in any other country or group of countries, as defined in the Applicable Law and filed with the Regulatory Authority of such country or group of countries.

“Indemnification Claim Notice” shall have the meaning set forth in Section ‎15.3(b).

“Indemnified Party” shall have the meaning set forth in Section ‎15.3(b).

“Indemnifying Party” shall have the meaning set forth in Section ‎15.3(b).

“Indication” means, with respect to a Product, a use to which such Product is intended to be put for the treatment, prevention or cure of a distinct recognized disease or condition, or of a manifestation of a recognized disease or condition, or for the relief of symptoms associated with a recognized disease or condition.

For clarity, (a) in order for FPFD of a Clinical Trial of a Product for a given Indication to constitute a new Indication triggering achievement of an Additional Milestone, [***] and (b) in order for Regulatory Approval of a Product for a given Indication to constitute a new Indication triggering achievement of an Additional Milestone [***].

“Indirect Tax” shall have the meaning set forth in Section ‎9.3(b) (Indirect Taxes).

“Initial Technology Transfer” shall have the meaning set forth in Section ‎4.1(a) (Initial Technology Transfer).

“Insolvency Event” shall have the meaning set forth in Section ‎12.2(b) (Termination for Insolvency).

“Interim Checkpoint” means, with respect to the Genrix AID Trial, [***].

“Interim Data Package” means the Data and other deliverables set forth on Schedule (F) (Data Packages) with respect to [***].

“Interim Follow-Up Data Package” means the Data and other deliverables set forth on Schedule (F) (Data Packages) with respect to [***].

“Invention” means any invention, discovery or other Know-How that is discovered, generated, conceived or reduced to practice by or on behalf of a Party or its Affiliates or its or their licensees or sublicensees through activities conducted under this Agreement, including all right, title and interest in and to the intellectual property rights thereof, including Patent Rights, therein and thereto.

“Inventor Compensation Claims” shall have the meaning set forth in Section ‎10.1(e)(ii).

“Japanese Regulatory Approval” means receipt of both (a) Regulatory Approval of a Product by the applicable Regulatory Authority in Japan and (b) Pricing and Reimbursement Approval of such Product in Japan.

“JCC” or “Joint Coordination Committee” shall have the meaning set forth in Section ‎3.2(a) (Formation).

“Joint Inventions” shall have the meaning set forth in Section ‎10.1(a).

“Joint Know-How” shall have the meaning set forth in Section ‎10.1(a).

“Joint Patents” shall have the meaning set forth in Section ‎10.1(a).

“Know-How” means any and all proprietary commercial, technical, scientific and other types of data (including datasets), documents, information, results, conclusions, inventions (whether patentable or not), discoveries, know-how, technology, protocols, practices, skill, experience, assays, methods, processes, formulae, instructions, techniques, designs, drawings or specifications (including biological, chemical, pharmacological, toxicological, pharmaceutical, physical, analytical, preclinical, clinical, safety, manufacturing and quality control data and information).

“Knowledge” of a Party means the knowledge of such Party or its Affiliates and all knowledge that was, or would reasonably have been expected to be, obtained by such Party or Affiliates after reasonable inquiry, which, with respect to [***].

“Losses” means any and all losses, liabilities, costs, damages and expenses, including reasonable attorneys’ fees and costs and costs of investigation, defense or enforcement, as applicable.

“Made Available” means, with respect to any information, document or other material, that such information, document or material was made available for review as of 11:00 a.m. (Eastern Time) at least [***] in the electronic data room entitled “[***]” at idealsvdr.com created by or on behalf of Genrix for purposes of this Agreement and the transactions contemplated hereunder.

“Manufacture” or “Manufacturing” means, with respect to a compound or product, activities directed to the sourcing and purchasing of materials, producing, manufacturing, processing, compounding, filling, finishing, packing, packaging, packaging development, labeling, leafleting, test method development and stability testing, technical development, quality assurance/quality control development, quality assurance, quality control testing and release, shipping, storage, and sample retention of such compound or product, but excluding any activities directed to Development.

“Manufacturing Technology Transfer” shall have the meaning set forth in Section ‎4.1(b) (Manufacturing Technology Transfer).

“Manufacturing Technology Transfer Agreement” shall have the meaning set forth in Section ‎4.1(b) (Manufacturing Technology Transfer).

“Maximum Fair Price” shall have the meaning set forth in Section 1191(c)(3) of the Social Security Act.

“Medicare Price” means, in respect of a Product, the average negotiated price (as defined in Section 1860D-2(d) of the Social Security Act) under prescription drug plans or MA-PD plans for such Product during the plan year immediately prior to the Initial Price Applicability Year (as defined in Section 1191(b)(1) of the Social Security Act).

“Milestone Payments” means the Development Milestone Payments and Sales Milestone Payments.

“Milestones” means the Development Milestones and Sales Milestones.

“[***] Patents” means all [***].

“Multi-Specific Compound” shall have the meaning set forth in the definition of Compound.

“Net Sales” means [***]:

[***].

For the avoidance of doubt, if a single item falls into more than one of the categories set forth in clauses (a) to (g) above, such item may not be deducted more than once. It is understood that any accruals for individual items reflected in Net Sales are periodically (at least quarterly) trued up and adjusted by each Selling Party consistent with its customary practices and in accordance with Accounting Standards.

[***].

“Neutral Auditor” shall have the meaning set forth in Section ‎9.4(d).

“NHC” means the National Health Commission of the PRC.

“NMPA” means the National Medical Products Administration of the PRC or any successor entity thereto.

“Other Component” shall have the meaning set forth in the definition of “Combination Product”.

“Other Genrix Patents” shall have the meaning set forth in the definition of “Product-Specific Patents”.

“Party” and “Parties” shall have the meaning set forth in the preamble of this Agreement.

“Patent Challenge” shall have the meaning set forth in Section ‎12.2(e) (Termination by Genrix for Patent Challenge).

“Patent Infringement Claim” shall have the meaning set forth in Section ‎10.4(a) (Notification).

“Patent Rights” means any and all national, regional and international patents and patent applications, including all provisional and non-provisional applications, priority applications, patent cooperation treaty (PCT) applications, divisionals, continuations, substitutions, continuations-in-part, re-examinations, reissues, additions, renewals, extensions, registrations, restorations, revalidations, supplemental protection certificates, utility models, design patents and the like of any of the foregoing, and foreign equivalents of any of the foregoing.

“Permitted Genrix Territory License Agreement” means an agreement entered into pursuant to and in accordance with Section ‎2.2(c)(i) under which:

[***].

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

“Personal Data” means (a) all information relating to an identified or identifiable individual (个人信息), including pseudonymized (key-coded) Data containing any such information; and (b) any other information that is governed, regulated or protected by one or more Data Security and Privacy Laws. For clarity, Personal Data does not include any anonymized data or information.

“Pharmacovigilance Agreement” shall have the meaning set forth in Section ‎5.3 (Pharmacovigilance).

“Phase 1 Clinical Trial” means, with respect to a Product, a clinical study in human subjects, the principal purpose of which is to determine the safety, tolerability, pharmacological activity or pharmacokinetics in humans, including at increasing doses, as described in 21 C.F.R § 312.21(a) or an equivalent clinical study in a country other than the United States. For clarity, a clinical study that otherwise would constitute a Phase 1 Clinical Trial shall be deemed a Phase 1 Clinical Trial (and not a Phase 2 Clinical Trial) notwithstanding that it may include an exploratory preliminary determination of efficacy.

“Phase 2 Clinical Trial” means, with respect to a Product, a clinical study in human subjects, the principal purpose of which is a statistical determination of safety and efficacy in the target patient population, which is prospectively designed to generate sufficient data that may permit commencement of a Phase 3 Clinical Trial, as described in 21 C.F.R. § 312.21(b) or an equivalent clinical study prescribed by the relevant Regulatory Authority in a country other than the United States.

“Phase 3 Clinical Trial” means, with respect to a Product, a clinical study in human subjects that is prospectively designed to demonstrate statistically whether a product is safe and effective for use in humans and to determine the benefit/risk relationship, warnings, precautions, and adverse reactions that are associated with such Product in the dosage range to be prescribed, in a manner sufficient to obtain Regulatory Approval to market such Product in patients having the disease or condition being studied, as described in 21 C.F.R. § 312.21(c) or an equivalent clinical study prescribed by the relevant Regulatory Authority in a country other than the United States.

“Pivotal Trial” means, with respect to a Product, any (a) Phase 3 Clinical Trial, or (b) other Clinical Trial (or any arm thereof) in humans of such Product, [***].

“PRC” means the People’s Republic of China, including the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan.

“Price Applicability Period” shall have the meaning set forth in Section 1191(b)(2) of the Social Security Act.

“Pricing and Reimbursement Approvals” means, in any country where a governmental agency or authority authorizes reimbursement for, or approves or determines pricing for, pharmaceutical products, receipt (or, if required to make such authorization, approval or determination effective, publication) of such reimbursement authorization or pricing approval or determination (as the case may be).

“Privacy and Security Obligations” shall have the meaning set forth in Section ‎14.2(cc).

“Processing” (or its conjugates) means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage (including hosting), adaptation or alternation, retrieval, consultation, use, transfer (whether within or outside of the PRC), disclosure by transmission, dissemination, or otherwise making available, alignment or combination, blocking, erasure, or destruction.

“Product” means any product containing a Compound as an active pharmaceutical ingredient alone or in combination with one or more additional active ingredients, in any and all dosage forms, presentations, formulations and dosage strengths.

“Product Marks” shall have the meaning set forth in Section ‎10.7 (Trademarks).

“Product-Specific Patents” means all Patent Rights included in the Genrix Technology that specifically claim or otherwise disclose a Compound or Product (or combination thereof), or the Exploitation of any of the foregoing. The (a) Product-Specific Patents (other than [***] Patents), (b) [***] Patents, and (c) Genrix Patents that are not Product-Specific Patents (“Other Genrix Patents”), in each case, existing as of the Effective Date, are listed in Exhibit A, Part 1 (Product-Specific Patents (Other Than [***] Patents)), Exhibit A, Part 2 ([***] Patents) and Exhibit A, Part 3 (Other Genrix Patents), respectively, and Genrix shall update the Product-Specific Patents (other than [***] Patents), [***] Patents and Other Genrix Patents, as applicable, in Exhibit A as necessary from time to time to reflect the then-current Product-Specific Patents (other than [***] Patents), [***] Patents and Other Genrix Patents.

“Publications” shall have the meaning set forth in Section ‎16.1(a).

“Quality Agreement” shall have the meaning set forth in Section ‎6.3 (Quality Agreement).

“Recipient Party” shall have the meaning set forth in the definition of Confidential Information.

“Regulatory Approval” means, with respect to a product in any country or jurisdiction, all approvals, registrations, licenses or authorizations from a Regulatory Authority in such country or other jurisdiction that are necessary to market and sell such product in such country or jurisdiction, excluding all Pricing and Reimbursement Approvals.

“Regulatory Authority” means, with respect to a given country or jurisdiction, any governmental agency or authority responsible for granting Regulatory Approvals for products or approvals for conducting clinical trials or manufacturing products in such country or jurisdiction, including the FDA, EMA and any corresponding national or regional regulatory authorities.

“Regulatory Documentation” means all (a) applications (including all Regulatory Filings), registrations, licenses, authorizations, and approvals (including Regulatory Approvals) submitted to or received from Regulatory Authorities, (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 regulatory drug lists, advertising and promotional documents, adverse event files, and complaint files, and (c) Data disclosed in any of the foregoing, in each case ((a), (b) and (c)) relating to any Compound or Product.

“Regulatory Exclusivity Period” means, with respect to a Product in any country or jurisdiction in the Territory, [***].

“Regulatory Filings” means, with respect to a Compound or a Product, any submission to a Regulatory Authority of any regulatory application or filing with respect to such Compound or Product, including any submission to or filing with a regulatory advisory board, marketing authorization application and any supplement or amendment thereto. For the avoidance of doubt, Regulatory Filings shall include any IND or BLA.

“Remedy Dispute” shall have the meaning set forth in Section ‎12.4(c).

“Research” means all research and discovery activities, including molecular biology, biochemistry, and pre-clinical pharmacology, in vitro assays, and in vivo assays, the identification of new biological agents, and activities related to the design, discovery, generation, identification, profiling, characterization, production, process development, cell line development, pre-clinical development or pre-clinical studies of drug candidates and products. “Research” excludes Manufacture and Commercialization.

“Respective Territory” means (a) with respect to Cullinan and its Affiliates and Sublicensees, the Territory, and (b) with respect to Genrix, its Affiliates and permitted Genrix licensees, the Genrix Territory.

“Restricted Persons” shall have the meaning set forth in Section ‎14.2(y).

“Reversion Compensation Dispute” shall have the meaning set forth in Section ‎13.2(a) (Reversion License).

“Reversion Product” means any Terminated Product that is [***].

“Royalty Term” shall have the meaning set forth in Section ‎8.5(b) (Royalty Term).

“Sales & Royalty Report” means, with respect to a given period, a written report or reports (a) showing, in USD, (i) the Net Sales and a calculation of the royalties payable which shall have accrued hereunder with respect to the Net Sales of each Product (including the currency conversion rates in accordance with Section ‎9.2 (Currency; Offsets)) in the Territory, on a country-by-country basis and (ii) the aggregate Calendar Year to-date Net Sales, in each case ((i) and (ii)), during such period by the Selling Parties, and (b) identifying any Sales Milestone that was achieved during such period.

“Sales Milestone Payments” means the payments to be made by Cullinan to Genrix upon the achievement of the corresponding Sales Milestones as set forth in Section ‎8.3(b) (Sales Milestones).

“Sales Milestones” means the milestones relating to Net Sales of the Product as set forth in Section ‎8.3(b) (Sales Milestones).

“Sanctioned Territory” shall have the meaning set forth in Section ‎14.2(y).

“SDN List” shall have the meaning set forth in Section ‎14.2(y).

“Segregate” means, with respect to a Competing Program, to segregate the Development, Commercialization and other Exploitation activities relating to such Competing Program from the Exploitation of Compounds or Products under this Agreement, including [***].

“Selected Drug” means a drug selected under the Drug Price Negotiation Program, as described in Section 1192 of the Social Security Act.

“Selling Party” shall have the meaning set forth in the definition of “Net Sales”.

“Senior Officers” means, for Cullinan, its Chief Executive Officer, and for Genrix, its Chief Executive Officer, in each case, or designees with similar authority thereto.

“SIAC” shall have the meaning set forth in Section ‎17.6(b).

“SIAC Rules” shall have the meaning set forth in Section ‎17.6(b).

[***].

“Significant Pharmaceutical Company” means at any given time, (a) [***] or (b) any biopharmaceutical company listed on Schedule (C) (Local Biopharmaceutical Companies) and their controlled Affiliates.

[***].

“Social Security Act” means the Social Security Act of 1935 as set forth in Title 42, Chapter 7 of the United States Code, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time.

“Standard Contract” means a ‘standard contract’ issued by the Cyberspace Administration of China pursuant to the Measures for the Standard Contract for Outbound Cross-border Transfer of Personal Information (个人信息出境标准合同办法) in effect from June 1, 2023.

“Sublicensee” means a Third Party, other than a Distributor or subcontractor of Cullinan or its Affiliates, that is granted a sublicense by Cullinan, its Affiliate or another sublicensee under the grants in Section ‎2.1(a) (License for the Territory), Section ‎2.1(b) (License for the Genrix Territory) or Section ‎5.2(e) (Right of Reference) as provided in Section ‎2.3(a) (Sublicense Rights), [***].

“Supplied GR-1803” shall have the meaning set forth in Section ‎6.2 (Provision of GR-1803).

“Target” means a protein (including any post-translationally modified form) that is the product of a specific gene, identified by its GenBank accession number or by its DNA sequence, and including any mutants, isoforms, variants, or derivatives thereof.

“Term” shall have the meaning set forth in Section ‎12.1 (Term).

“Terminated Product” means: (a) in the case of termination of this Agreement with respect to a Product pursuant to Section ‎12.2 (Termination), the Product subject to such termination; (b) in the case of termination of this Agreement with respect to a country pursuant to Section ‎12.2 (Termination), all Products in the country subject to such termination; and (c) in the case of termination of this Agreement in its entirety, all Products in all countries in the Territory. Any country with respect to which this Agreement is terminated is referred to herein as a “Terminated Territory”.

“Terminated Territory” shall have the meaning set forth in the definition of “Terminated Product”.

“Territory” means all countries and regions in the world excluding the Genrix Territory.

“Third and Fourth Indication Clinical Trial Milestones” means Development Milestone 4, Development Milestone 5, Development Milestone 8 and Development Milestone 9.

“Third Party” means any Person other than a Party or an Affiliate of a Party.

“Third Party Infringement” shall have the meaning set forth in Section ‎10.3(a) (Notification).

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

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

“Unused Deduction” shall have the meaning set forth in Section ‎8.7 (Royalty Floor; Carry Forward).

“Valid Claim” means, with respect to a particular Compound or Product in a given country, a claim of any issued and unexpired Patent Right, or a pending claim of a good faith patent application which (a) Covers such Compound or Product in the Field in such country and (b), whose validity, enforceability, or patentability has not been affected by any of the following: (i) irretrievable lapse, abandonment, cancellation, withdrawal, revocation, dedication to the public, or disclaimer; or (ii) a holding, finding, or decision of invalidity, unenforceability, or non-patentability by a court, governmental agency, national or regional patent office, or other appropriate body that has competent jurisdiction, such holding, finding, or decision being final and unappealable or unappealed within the time allowed for appeal (excluding any petition for certiorari to the U.S. Supreme Court); provided, however, that a pending claim of a patent application shall cease to be a Valid Claim if such pending claim does not issue within [***] years after the filing date of the patent application from which it arose unless and until such claim is included in an issued or granted Patent Right that would otherwise constitute a Valid Claim.

“VAT” means any value added taxes or other similar taxes.

“Willful Breach” means, with respect to any representation, warranty, agreement or covenant of this Agreement, a material breach that is the consequence of a deliberate and intentional disclosure, action or omission by any personnel of Genrix or its Affiliates, in each case, with actual knowledge (i.e., awareness of and willful disregard) that such disclosure, action or omission is or would reasonably be expected to be or result in a material breach of such representation, warranty, agreement or covenant.

provided, that, in each case ((i) and (ii)), Genrix shall remain liable for its obligations under this Agreement and shall remain responsible for the activities of its permitted Genrix licensees to the same extent as if such activities were conducted by Genrix.

[***]

(the activities described in this Section ‎4.1(a) (Initial Technology Transfer), the “Initial Technology Transfer”).

Cullinan and Genrix shall make all reasonable efforts to obtain relief or reduction of withholding tax under the applicable tax treaties, including the submission or issuance of requisite forms and information. If a special procedure is required for treaty relief by law, a treaty relief based on a tax treaty will only be taken into account if Genrix submits an exemption certificate to Cullinan in accordance with legal requirements at the time of the payment to Genrix. All refunds of withholding taxes granted by the competent tax authority and related interest, if previously taken by Cullinan, shall be paid to Genrix net of costs (including taxes) associated with obtaining or receiving any such refund. Each Party will provide the other with reasonable assistance to enable the recovery, as permitted by Applicable Law, of withholding taxes or similar obligations resulting from payments made under this Agreement.

Without limiting the foregoing, each Party acknowledges that the other Party and its Affiliates shall not be responsible or liable for any claims for compensation, reward or remuneration by an employee of such first Party or its Affiliates or its or their (sub)licensees (such claims, “Inventor Compensation Claims”), whether such claim is in connection with Genrix Patents, Cullinan Reversion Patents, Joint Patents or Patent Rights Controlled by Cullinan or Genrix or their respective Affiliates, or whether such employee is an inventor or co-inventor of an Invention described or claimed in a Patent Right filed by or on behalf of the other Party (including its Affiliates and its or their (sub)licensees) or otherwise contributes to any Invention, and the first Party shall be solely responsible for all such Inventor Compensation Claims under Applicable Law.

Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the Recipient Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the Recipient Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of the Recipient Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the Recipient Party unless the combination and its principles are in the public domain or in the possession of the Recipient Party.

provided, that, in each case ((i) and (ii)), (A) such Third Parties are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement, and (B) the Recipient Party shall remain liable to the Disclosing Party for such Third Parties’ breach of the confidentiality provisions of this Agreement.

provided, however, that Genrix shall not be obliged to so indemnify, defend and hold harmless the Cullinan Indemnitees for any Claims for which Cullinan has an obligation to indemnify Genrix Indemnitees pursuant to Section ‎15.2 (Indemnification by Cullinan) or to the extent that such Losses arise from the breach, negligence or willful misconduct of Cullinan or the Cullinan Indemnitee.

provided, however, that Cullinan shall not be obliged to so indemnify, defend and hold harmless the Genrix Indemnitees for any Claims for which Genrix has an obligation to indemnify Cullinan Indemnitees pursuant to Section ‎15.1 (Indemnification by Genrix) or to the extent that such Losses arise from the breach, negligence or willful misconduct of Genrix or the Genrix Indemnitee.

If to Genrix:

Genrix Biopharmaceutical Co., Ltd.

No.699 Maliu Ave

Ba’nan, Chongqing, 401341

Attention: [***]

Email: [***]

with a copy to:

Fangda Partners

24/F, HKRI Centre Two, HKRI Taikoo Hui

288 Shi Men Yi Road, Shanghai 200041, PRC

Attention: [***]

E-mail: [***]

If to Cullinan:

Cullinan Therapeutics, Inc.

1 Main Street

Suite 1350

Cambridge, MA 02142

Attention: [***]

Email: [***]

with a copy to:

Freshfields US LLP

3 World Trade Center

175 Greenwich Street

New York, NY 10007

Attention: [***]

Email: [***]

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties intending to be bound have caused this License Agreement to be executed by their duly authorized representatives as of the Effective Date.

EXHIBIT A

Genrix Patents

Part 1: Product-Specific Patents (other than [***] Patents)

[***] patents

Part 3: Other Genrix Patents

[***]

EXHIBIT B

SAMPLE INVOICE

[***]

EXHIBIT C

[***]

EXHIBIT D

Non-Binding, Summary Development Plan – territory

[***]

EXHIBIT E

Non-Binding, Summary Development Plan – Genrix territory

[***]

SCHEDULE (A)

[***]

SCHEDULE (B)

[***]

SCHEDULE (C)

LOCAL BIOPHARMACEUTICAL COMPANIES

[***]

SCHEDULE (D)

INITIAL GENRIX AID TRIAL PROTOCOL

[***]

SCHEDULE (E)

INITIAL GENRIX AID TRIAL ICF

[***]

SCHEDULE (F)

DATA Packages

[***]

Schedule ‎4.1

Genrix Materials

[***]

Schedule 4.1(b)

Manufacturing Know-How

[***]

Schedule ‎6.2

Supplied GR-1803

[***]