definiens: , as further defined below ) is made and entered into as of this 6th day of August, 2019 ( th e ), by and between Asklepios Biopharmaceutical, Inc., a Delaware corporation wit h an address at 20 TW Alexander Drive, Suite 110, R esearch Triangle Park, NC 27514 ( ), and Selecta Biosciences, Inc., a Delaware corpo ration with an address at 480 Arsenal Way, Watertown, MA 27709 ( ) . [COMPANY] and Selecta may be referred to herein in dividually as a and collectively as the RECITALS WHEREAS, [COMPANY] has expertise and intellectual property ri ghts in AAV ( as defined below ) vector design ( including but not limited to inverted capsi d and promoter design, and cell lines used for prod uction of AAVs ) and manufacturing, and Controls ( as defined b elow ) the [COMPANY] Core Technology ( as defined below ) ; WHEREAS, Selecta has expertise and intellectual property r ights in antigen - specific biodegradable nanoparticle - based, immune tolerance technology, in cluding such technology comprising synthetic vaccin e particle(s ) encapsulating the immunomodulator rapam ycin ( ) and Controls the Selecta Core Technology ( as defined below ) ; WHEREAS, [COMPANY] and Selecta desire to develop certain Prod ucts ( as defined below ) and assess the feasibility and benefit of those Products ; and WHEREAS, [COMPANY] and Selecta, upon success of the POC ( as d efined below ), or as agreed by the Parties, desire to collaborate to develop, manufact ure, and commercialize Collaboration Products ( as d efined below ) and may, in the future, negotiate and execut e definitive agreements to form a joint venture thr ough a to - be formed company, owned in whole or in part by [COMPANY] and Selecta ( the or ) to develop, manufacture and commercialize such Collaboration Pr oducts