Exhibit 10.7 


 


CERTAIN CONFIDENTIAL
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[**]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED
FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF
DISCLOSED. 


 


The
General Hospital Corporation


 


EXCLUSIVE PATENT LICENSE AGREEMENT


 


MGH Agreement No: [**]


MGH Case No: [**]and [**]


 


This License Agreement (“Agreement”)
is made as of the 26th day of October, 2018 (“Effective Date”), by and between TransCode Therapeutics, Inc.,
a Delaware corporation, with its principal place of business located at 1241 Adams Street, Suite 603, Boston, MA 02124 (“Company”)
and The General Hospital Corporation, d/b/a Massachusetts General Hospital, a not-for-profit Massachusetts corporation,
with a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 (“Hospital”), each referred to herein
individually as a “Party” and collectively as the “Parties”.


 


RECITALS


 


Hospital, as a center for patient care,
research and education, is the owner of certain Patent Rights (defined below) and desires to grant a license of those Patent Rights
to Company in order to benefit the public by disseminating the results of its research via the commercial development, manufacture,
distribution and use of Products and Processes (defined below).


 


Company has certain capabilities, and is
developing additional capabilities, to commercially develop, manufacture, distribute and use Products and Processes for public
use and benefit and desires to license such Patent Rights.


 


For good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


 


1. CERTAIN DEFINITIONS


 


As used in this Agreement, the following
terms shall have the following meanings, unless the context requires otherwise.


 


		1.1	“Affiliate” with respect to either Party shall mean any corporation or other legal entity other than that
Party in whatever country organized, controlling, controlled by or under common control with that Party. The term “control”
shall mean (i) in the case of Company, direct or indirect ownership of fifty percent (50%) or more of the voting securities
having the right to elect directors, and (ii) in the case of Hospital, the power, direct or indirect, to elect or appoint
fifty percent (50%) or more of the directors or trustees, or to cause direction of management and policies, whether through the
ownership of voting securities, by contract or otherwise.



 






    


     


    

 


		1.2	“Claim” shall mean any pending or issued claim of any Patent Right that has not been permanently revoked,
nor held unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction that is unappealable
or unappealed in the time allowed for appeal.



 


		1.3	“Clinical Diagnostic Process” shall mean any Process used for the clinical diagnosis, evaluation or monitoring
of any disease states and/or morphologies or biological processes in humans.



 


		1.4	“Clinical Diagnostic Product” shall mean any Product used for the clinical diagnosis, evaluation or monitoring
of any disease states and/or morphologies or biological processes in humans.



 


		1.5	“Distributor” shall mean any third-party entity to whom Company, a Company Affiliate or a Sublicensee (defined
below) has granted, expressly or implicitly, the right to distribute any Product or Process pursuant to Section 2.1(b)(ii).



 


		1.6	“First Commercial Sale” shall mean the initial Sale (defined below) anywhere in the applicable License Territory
(defined below) of a Product or Process.



 


		1.7	“License Field” shall mean treatment, prevention, or diagnosis of cancer in humans and animals.



 


		1.8	“License Territory” shall mean worldwide.



 


		1.9	“Marketing Approval” shall mean, with respect to a country or extra-national territory, any and all approvals,
licenses, registrations or authorizations of any Regulatory Authority necessary in order to commercially distribute, sell or market
a product in such country or some or all of such extra-national territory, including any pricing approval.



 


		1.10	“Net Sales” shall be calculated as set forth in this Section1.10.



 


		(a)	Subject to the conditions set forth below, “Net Sales” shall mean:



 


		(i)	the gross amount billed or invoiced, or, if no such bill or invoice is issued, the amount received by Company and its Affiliates
and Sublicensees for or on account of Sales of Products and Processes;



 


		(ii)	less the following amounts:



 


[**]


 


		1.11	“Patent Rights” shall mean: (a) the patent applications referred to in Hospital invention record numbers [**]
and [**], as described in Appendix A; (b) any patent or patent application that claims priority to and is a divisional,
continuation, reissue, renewal, reexamination, substitution or extension of a patent application identified in (a); (c) any
patents issuing on any of the patent applications identified in (a) or (b), including any reissues, renewals, reexaminations,
substitutions or extensions thereof, and foreign equivalents of the foregoing; (d) any claim of a continuation-in-part application
or patent that is entitled to the priority date of, and is directed specifically to subject matter specifically described in, at
least one of the patents or patent applications identified in (a), (b) or (c); (e) any foreign counterpart (including
PCTs) of any of the patents or patent applications identified in (a), (b) or (c) or of the claims identified in (d);
and (f) any supplementary protection certificates, any other patent term extensions, and restorations and the like of any
patents and patent applications identified in (a) through (e).



 






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		1.12	“Process” shall mean any process, method or service the use or performance of which, in whole or in part:



 


		(a)	absent the license granted hereunder would infringe, or is covered by, one or more Claims of Patent Rights; or



 


		(b)	employs, or is derived from, any Technological Information (defined below).



 


		1.13	“Product” shall mean any article, device or composition, the manufacture, use, or sale of which, in whole
or in part:



 


		(a)	absent the license granted hereunder would infringe, or is covered by, one or more Claims of Patent Rights; or



 


		(b)	employs, or is derived from, any Technological Information.



 


		1.14	“Regulatory Authority” shall mean, in respect of a particular country or jurisdiction, the governmental
authority having responsibility for granting approvals or authorizations that are necessary for the commercial manufacture, distribution,
use, marketing, or sale of a pharmaceutical or biological product in such country or jurisdiction.



 


		1.15	“Regulatory Exclusivity” shall mean, with respect to a Product in a country,
(a) the exclusivity afforded to the Product for being the first drug product containing the active ingredient to receive Marketing
Approval in that country, (b) pediatric exclusivity, (c) orphan drug exclusivity or (d) other statutory or regulatory
exclusivity.



 


		1.16	“Reporting Period” shall mean each three-month period ending March 31, June 30, September 30
and December 31.



 


		1.17	“Sell” (and “Sale” and “Sold” as the case may be) shall mean to sell or have sold,
to lease or have leased, to import or have imported or otherwise to transfer or have transferred a Product or Process for valuable
consideration (in the form of cash or otherwise), and further in the case of a Process to use or perform such Process for the benefit
of a third party.



 






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		1.18	“Sublicense Income” shall mean consideration in any form received by Company and/or Company’s
Affiliate(s) in consideration of a grant of a sublicense or any other right, license, privilege or immunity (regardless of
whether such grantee is a “Sublicensee” as defined in this Agreement) to make, have made, use, have used, offer for
Sale, have offered for Sale, Sell or have Sold Products or Processes, but excluding [**].



 


		1.19	“Sublicensee” shall mean any sublicensee of rights granted in accordance with Section 2.1(a)(ii). For
purpose of this Agreement, a Distributor of a Product or Process shall not be included in the definition of Sublicensee unless
such Distributor (i) is granted any right to make, have made, use or have used Products or Processes in accordance with Section 2.1(a)(ii),
or (ii) has agreed to pay to Company or its Affiliate(s) royalties on such Distributor’s sales of Products or Processes,
in which case such Distributor shall be a Sublicensee, solely to the extent that Sections 1.19(i) and/or 1.19(ii) apply
to such Distributor’s activities, for all purposes of this Agreement.



 


		1.20	“Technological Information” shall mean research data, designs, formulae, process information and other information
pertaining to the invention(s) claimed in the Patent Rights which is created by [**] and owned by Hospital and is not confidential
information of or otherwise obligated to any third party and which [**] know as of the Effective Date and reasonably believe is
necessary in order for Company to utilize the licenses granted hereunder, as further described in Appendix B. Company agrees
to treat all Technological Information in accordance with the provisions of Appendix D



 


		1.21	“Therapeutic Process” shall mean any Process used for the treatment of disease in humans or animals.



 


		1.22	“Therapeutic Product” shall mean any Product used for the treatment of disease in humans or animals.



 


2. LICENSE


 


		2.1	Grant of License.



 


		(a)	Subject to the terms of this Agreement and Hospital’s rights in Patent Rights, Hospital hereby grants to Company in the
License Field in the License Territory:



 


		(i)	an exclusive, royalty-bearing license under its rights in Patent Rights to make, have made, use, have used, offer for Sale,
have offered for Sale, Sell and have Sold Products and Processes; and



 


		(ii)	the right to grant sublicenses under the rights granted in Section 2.1(a)(i) to Sublicensees, provided that in each
case Company shall be responsible for the performance of any obligations of Sublicensees relevant to this Agreement as if such
performance were carried out by Company itself, including, without limitation, the payment of any royalties or other payments provided
for hereunder, regardless of whether the terms of any sublicense provide for such amounts to be paid by the Sublicensee directly
to Hospital; and



 






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		(iii)	the non-exclusive right to use Technological Information to make, have made, use, have used, offer for Sale, have offered for
Sale, Sell and have Sold Products and Processes, disclosed by Hospital to Company hereunder in accordance with this Agreement.



 


		(b)	The license granted in Section 2.1(a) above includes:



 


		(i)	the right to grant to the final purchaser, user or consumer of Products the right to use such purchased Products in a method
coming within the scope of Patent Rights within the License Field and License Territory; and



 


		(ii)	the right to grant a Distributor the right to offer for Sale, have offered for Sale, Sell (but not to make, have made, use
or have used) such Products and/or Processes for or on behalf of Company, its Affiliates and Sublicensees in a manner consistent
with this Agreement.



 


		(c)	The foregoing license grant shall include the grant of such license to any Affiliate of Company, provided that such Affiliate
shall assume the same obligations as those of Company and be subject to the same terms and conditions hereunder; and further provided
that Company shall be responsible for the performance of all of such obligations and for compliance with all of such terms and
conditions by Affiliate. Company shall provide to Hospital a fully signed, non-redacted copy of each agreement with each Affiliate
that assumes the aforesaid obligations, including all exhibits, attachments and related documents and any amendments, within [**]
of request by Hospital.



 


2.2            Sublicenses.
Each sublicense granted hereunder shall be consistent with and comply with all terms of this Agreement, shall incorporate terms
and conditions sufficient to enable Company to comply with this Agreement, shall prohibit any further sublicense or assignment
by a Sublicensee without Hospital consent and shall provide that Hospital is a third party beneficiary thereof. Any sublicense
granted by Company shall be subject to the prior written approval of Hospital, which approval shall not be unreasonably withheld,
delayed or conditioned. Company shall provide to Hospital a fully signed non-redacted copy of all sublicense agreements and amendments
thereto, including all exhibits, attachments and related documents, within [**] of executing the same. Upon termination of this
Agreement or any license granted hereunder for any reason, any sublicenses shall be addressed in accordance with Section 10.7.
Any sublicense which is not in accordance with the forgoing provisions shall be null and void.


 






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2.3            Retained
Rights; Requirements. Any and all licenses granted hereunder are subject to:


 


		(a)	the right of Hospital and Hospital’s Affiliates and academic, government and not-for-profit institutions to make and
to use the subject matter described and/or claimed in the Patent Rights for research and educational purposes only provided, however,
that such research and educational purposes shall not include the production or manufacture of Products for sale; and



 


		(b)	for Patent Rights supported by federal funding, the rights, conditions and limitations imposed by U.S. law (see 35 U.S.C.
§ 202 et seq. and regulations pertaining thereto), including without limitation:



 


		(i)	the royalty-free non-exclusive license granted to the U.S. government; and



 


		(ii)	the requirement that any Products used or sold in the United States shall be manufactured substantially in the United States.



 


2.4            No
Additional Rights. It is understood that nothing in this Agreement shall be construed to grant either Party or any of its Affiliates
a license, express or implied, under any patent owned solely or jointly by the other Party other than the Patent Rights expressly
licensed hereunder. Hospital shall have the right to license any Patent Rights to any other party for any purpose outside of the
License Field.


 


2.5            Disclosure
of Technological Information. At Company’s request prior to execution of this Agreement, Hospital (through [**]) shall
use reasonable efforts to disclose in confidence within [**] after execution of this Agreement the Technological Information licensed
hereunder.


 


3. DUE DILIGENCE OBLIGATIONS


 


3.1            Diligence
Requirements. Company shall use, and shall cause its Affiliates and Sublicensees as applicable to use, commercially reasonable
efforts to develop and make available to the public Products and Processes throughout the License Territory in the License Field.
Such efforts shall include achieving the following objectives within the time periods designated below following the Effective
Date:


 


		(a)	Pre-Sales Requirements.



 


		(i)	Within [**], and [**]thereafter, Company shall submit a written report to Hospital, which is reasonably
acceptable to Hospital, that describes the Company’s research and development plans, fundraising strategy, and timeline for
Products and Processes;



 


		(ii)	within [**], Company shall demonstrate that it has raised aggregate funding of at least [**]where
sources of funding may include, but are not limited to, founder capital, venture capital, angel investor capital, loans, grants
from non-profit organizations and grants from government organizations;



 






    6



     


    

 


		(iii)	within [**], Company shall demonstrate that it has raised aggregate funding of at least [**] where
sources of funding may include, but are not limited to, founder capital, venture capital, angel investor capital, loans, grants
from non-profit organizations and grants from government organizations;



 


		(iv)	within [**], Company shall have submitted an investigational new drug application filing with the
United States department of Food and Drug Administration (FDA) for a Therapeutic Product or Therapeutic Process;



 


		(v)	within [**], Company shall itself, or through an Affiliate or Sublicensee, dose a first human subject
in a Phase II clinical trial for a Therapeutic Product or Therapeutic Process;



 


		(vi)	within [**], Company shall itself, or through an Affiliate or Sublicensee, dose a first human subject
in a Phase III clinical trial for a Therapeutic Product or Therapeutic Process; and



 


		(vii)	within [**], Company shall itself, or through an Affiliate or Sublicensee, make a First Commercial
Sale of a Therapeutic Product or Therapeutic Process in the following countries: the United States of America and any country in
Europe.



 


		(b)	Post-Sales Requirements.



 


		(i)	Following the First Commercial Sale in any country in the License Territory, Company shall itself or through its Affiliates
and/or Sublicensees make continuing Sales in such country as needed to prevent local shortages of the applicable Product or Process
and to the extent consistent with prudent business practices.



 


Achievement of the foregoing objectives
shall be deemed to satisfy Company’s obligations to use commercially reasonable efforts under this Section 3.1.


 


3.2            Diligence
Failures. If Hospital determines that Company has failed to fulfill any of its obligations under Section 3.1, then Hospital
shall provide Company with written notice of such failure and may treat such failure as a default and may terminate this Agreement
and/or any license granted hereunder in accordance with Section 10.4. [**].


 


3.3            Diligence
Reports. Company shall provide all reports with respect to its obligations under Section 3.1 as set forth in Section 5.


 


4. PAYMENTS AND ROYALTIES


 


4.1            License
Issue Fee. Company shall pay Hospital a non-refundable license issue fee in the amount of fifty thousand dollars ($50,000)
upon execution of this Agreement.


 






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4.2            Patent
Cost Reimbursement. Company shall reimburse Hospital for all costs associated with the preparation, filing, prosecution and
maintenance of all Patent Rights (“Patent Costs”). As of the Effective Date, Hospital has incurred approximately one
hundred and forty-five thousand dollars ($145,000) in Patent Costs, which amount Company shall pay to Hospital under the following
payment schedule: [**]. Company shall pay to Hospital, or at Hospital’s request directly to patent counsel, all other future
Patent Costs within [**] of Company’s receipt of an invoice for such Patent Costs either from Hospital or Hospital’s
patent counsel. Company agrees to indemnify, defend and hold Hospital harmless from and against any and all liabilities, damages,
costs and expenses arising from the failure of Company to timely pay such invoices and Patent Costs. Hospital shall instruct patent
counsel to provide copies to Hospital for Hospital’s administrative files of all invoices detailing Patent Costs which are
sent directly to Company. If Company pays any Patent Costs directly, Company shall advise patent counsel that Hospital is and shall
remain patent counsel’s client.


 


4.3            Annual
License Fee; Annual Minimum Royalty.


 


		(a)	Before First Commercial Sale. Prior to the First Commercial Sale, Company shall pay Hospital a non-refundable annual
license fee in the amount of twenty-five thousand dollars ($25,000) per year within [**] after each anniversary of the Effective
Date.



 


		(b)	After First Commercial Sale. Following the First Commercial Sale, Company shall pay Hospital a non-refundable minimum
annual royalty in the amount of fifty thousand dollars ($50,000) per year within [**] after each annual anniversary of the Effective
Date. The annual minimum royalty shall be credited against royalties subsequently due on Net Sales made during the same calendar
year, if any, but shall not be credited against royalties due on Net Sales made in any other year.



 


4.4            Milestone
Payments. In addition to the payments set forth in Sections 4.1 through 4.3 above, Company shall pay Hospital one-time milestone
payments, which shall not exceed a maximum total amount of one million five hundred and fifty thousand U.S. dollars ($1,550,000),
as follows:


 


		(a)	For Clinical Diagnostic Products or Clinical Diagnostic Processes:



 


		(i)	[**] within [**] following first filing of an application for regulatory approval for a Clinical Diagnostic Product or Clinical
Diagnostic Process from the United States Food and Drug Administration or the equivalent foreign Regulatory Authority; and



 


		(ii)	[**] within [**] following first regulatory approval for a Clinical Diagnostic Product or Clinical Diagnostic Process from
the United States Food and Drug Administration or the equivalent foreign Regulatory Authority.



 






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		(b)	For Therapeutic Products or Therapeutic Processes:



 


		(i)	[**] within [**] following enrollment of first patient in phase II clinical trials for a Therapeutic Product or Therapeutic
Process;



 


		(ii)	[**] within [**] following enrollment of first patient in phase III clinical trials for a Therapeutic Product or Therapeutic
Process; and



 


		(iii)	[**] within [**] following First Commercial Sale for a Therapeutic Product or Therapeutic Process.



 


4.5            Royalties
and Sublicense Income.


 


		(a)	Beginning with the First Commercial Sale in any country in the License Territory, Company shall pay Hospital the following:



 


		i.	during the term of any license granted under Section 2.1(a)(i), a royalty of [**] of the Net Sales of all Clinical Diagnostic
Products and Clinical Diagnostic Processes that, absent the license granted hereunder, would infringe, or are covered by, one or
more Claims in the country of Sale;



 


		ii.	during the term of any license granted under Section 2.1(a)(i), a royalty of [**] of the Net Sales of all Therapeutic
Products and Therapeutic Processes that, absent the license granted hereunder, would infringe, or are covered by, one or more Claims
in the country of Sale; and



 


		iii.	with respect to all Products and Processes that, absent the license granted hereunder, would not infringe, and are not covered
by, any Claim in the country of sale, and, with respect to all Products and Processes after expiration or termination of the license
granted under Section 2.1(a)(i), and in accordance with Section 10.1, a royalty [**] of the Net Sales of such Products
and Processes. Company acknowledges that Products or Processes were, or will be, developed using, based upon, or derived from Technological
Information and agrees to pay royalties pursuant to this Section 4.5(a)(ii), even after Patent Rights have expired or been
abandoned.



 


		(b)	Company shall pay Hospital [**] of any and all Sublicense Income.



 


		(c)	All payments due to Hospital under this Section 4.5 shall be due and payable by Company within [**] after the end of each
Reporting Period, and shall be accompanied by a report as set forth in Sections 5.3 and 5.4.



 






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4.6            Form of
Payment. All payments due under this Agreement shall be drawn on a United States bank and shall be payable in United States
dollars. Each payment shall reference this Agreement and its Agreement Number and identify the obligation under this Agreement
that the payment satisfies. Conversion of foreign currency to U.S. dollars shall be made at the conversion rate existing in the
United States, as reported in The Wall Street Journal, on the last working day of the applicable Reporting Period. Such payments
shall be without deduction of exchange, collection or other charges, and, specifically, without deduction of withholding or similar
taxes or other government imposed fees or taxes, except as permitted in the definition of Net Sales.


 


Checks for all payments due to the Hospital under this Agreement
shall be made payable to the Hospital and addressed as set forth below:


 


Massachusetts General Hospital


 


[**]


 


Reference Agreement #: [**]


 


Payments via wire transfer should be made as follows:


 


[**]


 


Reference Agreement
#: [**]


 


4.7            Overdue
Payments. The payments due under this Agreement shall, if overdue, bear interest beginning on the first day following the Reporting
Period to which such payment was incurred and until payment thereof at a per annum rate equal to [**] above the prime rate in effect
on the due date as reported by The Wall Street Journal, such interest rate being compounded on the last day of each Reporting Period,
not to exceed the maximum permitted by law. Any such overdue payments when made shall be accompanied by all interest so accrued.
Said interest and the payment and acceptance thereof shall not preclude Hospital from exercising any other rights it may have as
a consequence of the lateness of any payment.


 


5.            REPORTS
AND RECORDS


 


5.1            Diligence
Reports. Within [**] after the end of each calendar year, Company shall report in writing to Hospital on progress made toward
the objectives set forth in Section 3.1 during such preceding 12 month period, including, without limitation, progress on
research and development, status of applications for regulatory approvals, manufacturing, sublicensing and the number of sublicenses
entered into and marketing.


 


5.2            Milestone
Achievement Notification. Company shall report to Hospital the dates on which it achieves the milestones set forth in Section 4.4
within [**] of each such occurrence.


 


5.3            Sales
Reports. Company shall report to Hospital the date on which it achieves the First Commercial Sale in each country of the License
Territory within [**] of each such occurrence. Following the First Commercial Sale, Company shall deliver reports to Hospital within
[**] after the end of each Reporting Period. Each report under this Section 5.3 shall have substantially the format outlined
in Appendix C, shall be certified as correct by an officer of Company and shall contain at least the following information
as may be pertinent to a royalty accounting hereunder for the immediately preceding Reporting Period:


 






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		(a)	the number of Products and Processes Sold by Company, its Affiliates and Sublicensees in each country;



 


		(b)	the amounts billed, invoiced and received by Company, its Affiliates and Sublicensees for each Product and Process, in each
country, and total billings or payments due or made for all Products and Processes;



 


		(c)	calculation of Net Sales for the applicable Reporting Period in each country, including an itemized listing of permitted offsets
and deductions;



 


		(d)	total royalties payable on Net Sales in U.S. dollars, together with the exchange rates used for conversion; and



 


		(e)	any other payments due to Hospital under this Agreement.



 


If no amounts are due to Hospital for any Reporting Period,
the report shall so state.


 


5.4            Sublicense
Income Reports. Company shall, along with delivering payment as set forth in Section 4.6, report to Hospital within [**]
of receipt the amount of all Sublicense Income received by Company, and Company’s calculation of the amount due and paid
to Hospital from such income, including an itemized listing of the source of income comprising such consideration, and the name
and address of each entity making such payments in substantially the format outlined in Appendix C.


 


5.5            Audit Rights. Company shall maintain, and shall cause
each of its Affiliates and Sublicensees to maintain, complete and accurate records relating to the rights and obligations under
this Agreement and any amounts payable to Hospital in relation to this Agreement, which records shall contain sufficient information
to permit Hospital and its representatives to confirm the accuracy of any payments and reports delivered to Hospital and compliance
in all other respects with this Agreement (“Compliance Records”). During the term of this Agreement but not more than
one time per year, Hospital may audit the Company’s Compliance Records unless the results of a particular audit demonstrate
an underpayment by Company of any amount due Hospital of [**] or more, in which case Hospital may conduct a second audit within
the [**] following completion of the first audit. For clarity, any audit conducted by or on behalf of Hospital may only pertain
to Compliance Records and may not include records associated with Company (or any Affiliate’s or Sublicensee’s) employment
practices or corporate governance. Company shall retain and make available, and shall cause each of its Affiliates and Sublicensees
to retain and make available, such records for at least [**] following the end of the calendar year to which they pertain, to Hospital
and/or its representatives and upon at least [**] advance written notice, for inspection during normal business hours, to verify
any reports and payments made and/or compliance in other respects under this Agreement. If any examination conducted by Hospital
or its representatives pursuant to the provisions of this Section show an underreporting or underpayment of [**] or more in
any payment due to Hospital hereunder, Company shall bear the full cost of such audit and shall remit any amounts due to Hospital
(including interest due in accordance with Section 4.7) within [**] of receiving notice thereof from Hospital.


 






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6. PATENT PROSECUTION AND MAINTENANCE


 


6.1            Prosecution.
Hospital shall be responsible for the preparation, filing, prosecution and maintenance of all patent applications and patents included
in Patent Rights. Company shall reimburse Hospital for Patent Costs incurred by Hospital relating thereto in accordance with Section 4.2.


 


6.2            Copies
of Documents. With respect to any Patent Right licensed hereunder, Hospital shall instruct the patent counsel prosecuting such
Patent Right to (i) copy Company on patent prosecution documents that are received from or filed with the United States Patent
and Trademark Office and foreign equivalent, as applicable; (ii) copy Company on correspondence between Hospital and such
patent counsel, including copies of draft submissions to the USPTO prior to filing; and (iii) give consideration to the comments
and requests of Company or its patent counsel.


 


6.3            Company’s
Election Not to Proceed. Company may elect to surrender any patent or patent application in Patent Rights in any country upon
[**] advance written notice to Hospital. Such notice shall relieve Company from the obligation to pay for future Patent Costs but
shall not relieve Company from responsibility to pay Patent Costs incurred prior to the expiration of the [**]notice period. Such
U.S. or foreign patent application or patent shall thereupon cease to be a Patent Right hereunder, Company shall have no further
rights therein and Hospital shall be free to license its rights to that particular U.S. or foreign patent application or patent
to any other party on any terms.


 


6.4            Confidentiality
of Prosecution and Maintenance Information. Company agrees to treat all information related to prosecution and maintenance
of Patent Rights as Confidential Information in accordance with the provisions of Appendix D.


 


7. THIRD PARTY INFRINGEMENT AND LEGAL
ACTIONS


 


7.1            Hospital
Right to Prosecute. Hospital will protect its Patent Rights from infringement and prosecute infringers when, in its sole judgment,
such action may be reasonably necessary, proper and justified. If Company shall have supplied Hospital with written evidence demonstrating
to Hospital’s reasonable satisfaction prima facie infringement of a claim of a Patent Right in the License Field in the License
Territory by a third party which poses a material threat to Company’s rights under this Agreement, Company may by notice
request Hospital to take steps to protect such Patent Right. Hospital shall notify Company within [**] of the receipt of such notice
whether Hospital intends to prosecute the alleged infringement. If Hospital notifies Company that it intends to so prosecute, Hospital
shall, within [**] of its notice to Company either (i) cause such infringement to terminate, or (ii) initiate legal proceedings
against the infringer.


 






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7.2            Company
Right to Prosecute. In the event Hospital notifies Company that Hospital does not intend to prosecute infringement identified
under Section 7.1, Company may, upon notice to Hospital, initiate legal proceedings against the infringer at Company’s
expense with respect to a claim of a Patent Right in the License Field in the License Territory. Before commencing such action,
Company and, as applicable, any Affiliate, shall consult with Hospital, concerning, among other things, Company’s standing
to bring suit, the advisability of bringing suit, the selection of counsel and the jurisdiction for such action (provided Company
must have Hospital’s prior written consent with respect to selection of jurisdiction for any action in which Hospital may
be joined as a party-plaintiff) and shall use reasonable efforts to accommodate the views of Hospital regarding the proposed action,
including without limitation with respect to potential effects on the public interest. Company shall be responsible for all costs,
expenses and liabilities in connection with any such action and shall indemnify and hold Hospital harmless therefrom, regardless
of whether Hospital is a party-plaintiff, except for the expense of any independent counsel retained by Hospital in accordance
with Section 7.5 below.


 


7.3            Hospital
Joined as Party-Plaintiff. If Company elects to commence an action as described in Section 7.2 above, Hospital shall have,
in its sole discretion, the option to join such action as a party-plaintiff. If Hospital is required by law to join such action
as a party-plaintiff, Hospital may either, in its sole discretion, permit itself to be joined as a party-plaintiff at the sole
expense of Company, or assign to Company all of Hospital’s right, title and interest in and to the Patent Right which is
the subject of such action (subject to all of Hospital’s obligations to the government under law and any other rights that
others may have in such Patent Right). If Hospital makes such an assignment, such action by Company shall thereafter be brought
or continued without Hospital as a party; provided, however, that Hospital shall continue to have all rights of prosecution and
maintenance with respect to Patent Rights and Company shall continue to meet all of its obligations under this Agreement as if
the assigned Patent Right were still licensed to Company hereunder.


 


7.4            Notice
of Actions; Settlement. Company shall promptly inform Hospital of any action or suit relating to Patent Rights and shall not
enter into any settlement, consent judgment or other voluntary final disposition of any action relating to Patent Rights, including
but not limited to appeals, without the prior written consent of Hospital.


 


7.5            Cooperation.
Each Party agrees to cooperate reasonably in any action under Section 7 which is controlled by the other Party, provided that
the controlling party reimburses the cooperating party for any costs and expenses incurred by the cooperating party in connection
with providing such assistance, except for the expense of any independent counsel retained by the cooperating party in accordance
with this Section 7.5. Such controlling party shall keep the cooperating party informed of the progress of such proceedings
and shall make its counsel available to the cooperating party. The cooperating party shall also be entitled to independent counsel
in such proceedings but at its own expense, said expense to be offset against any damages received by the Party bringing suit in
accordance with Section 7.6.


 






    13



     


    

 


7.6            Recovery.
Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied
to reimbursement of any legal fees and expenses incurred by either Party and then the remainder shall be divided between the Parties
as follows:


 


	 	(a)	(i)	[**];and



 


		(ii)	[**]; and



 


		(b)	the balance, if any, remaining after Company and Hospital have been compensated under Section 7.6(a) shall be shared
equally by the Parties.



 


8. INDEMNIFICATION AND INSURANCE


 


8.1            Indemnification.


 


		(a)	Company shall indemnify, defend and hold harmless Hospital and its Affiliates and their respective trustees, directors, officers,
medical and professional staff, employees, and agents and their respective successors, heirs and assigns (the “Indemnitees”),
against any liability, damage, loss or expense (including reasonable attorney’s fees and expenses of litigation) incurred
by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising
out of any theory of product liability (including, but not limited to, actions in the form of contract, tort, warranty, or strict
liability) concerning any product, process or service made, used, or sold or performed pursuant to any right or license granted
under this Agreement, provided that Company shall have no obligation to indemnify any Indemnitee to the extent that liability,
damage, loss or expense arises out of or results from any of the following:



 


		(i)	the gross negligence or willful misconduct by or of any Indemnitee; or



 


		(ii)	Hospital’s retention of rights to make and to use the subject matter described or claimed in the Patent Rights pursuant
to Section 2.3 or Hospital’s (or any Indemnitee’s) exercise of such rights.



 


		(b)	Company agrees, at its own expense, to provide attorneys reasonably acceptable to the Hospital to defend against any actions
brought or filed against any party indemnified hereunder with respect to the subject of indemnity contained herein, whether or
not such actions are rightfully brought; provided, however, that any Indemnitee shall have the right to retain its own counsel,
at the expense of Company, if representation of such Indemnitee by counsel retained by Company would be inappropriate because of
conflict of interests of such Indemnitee and any other party represented by such counsel. Company agrees to keep Hospital informed
of the progress in the defense and disposition of such claim and to consult with Hospital prior to any proposed settlement.



 






    14



     


    

 


		(c)	This section 8.1 shall survive expiration or termination of this Agreement.



 


8.2            Insurance.


 


		(a)	Beginning at such time as any such product, process or service is being commercially distributed, sold, leased or otherwise
transferred, or performed or used (other than for the purpose of obtaining regulatory approvals) by Company, an Affiliate or Sublicensee,
Company shall, at its sole cost and expense, procure and maintain commercial general liability insurance in amounts not less than
[**] per incident and [**] annual aggregate and naming the Indemnitees as additional insureds. Such commercial general liability
insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for Company’s
indemnification under Section 8.1 of this Agreement. If Company elects to self-insure all or part of the limits described
above (including deductibles or retentions which are in excess of [**] annual aggregate) such self-insurance program must be acceptable
to the Hospital and the Risk Management Foundation. The minimum amounts of insurance coverage required under this Section 8.2
shall not be construed to create a limit of Company’s liability with respect to its indemnification under Section 8.1
of this Agreement.



 


		(b)	Company shall provide Hospital with written evidence of such insurance upon request of Hospital. Company shall provide Hospital
with written notice at least [**] prior to the cancellation, non-renewal or material change in such insurance; if Company does
not obtain replacement insurance providing comparable coverage prior to the expiration of such insurance coverage, Hospital shall
have the right to terminate this Agreement effective at the expiration of such insurance coverage period without notice or any
additional waiting periods.



 


		(c)	Company shall maintain such commercial general liability insurance beyond the expiration or termination of this Agreement during
(i) the period that any such product, process, or service is being commercially distributed, sold, leased or otherwise transferred,
or performed or used (other than for the purpose of obtaining regulatory approvals) by Company or by a Sublicensee or Affiliate
of Company and (ii) a reasonable period after the period referred to in (c) (i) above which in no event shall be
less than [**].



 


		(d)	This section 8.2 shall survive expiration or termination of this Agreement.



 


9. DISCLAIMER OF WARRANTIES; LIMITATION
OF LIABILITY


 


9.1            Title
to Patent Rights. To the best knowledge of Hospital’s Innovation office as of the Effective Date, (i) Hospital is
the owner by assignment from [**] of the Patent Rights and there are no claims, liens or encumbrances with respect to such Patent
Rights, and (ii) Hospital has the authority to enter into this Agreement and license the Patent Rights to Company hereunder.


 






    15



     


    

 



 


9.2            No
Warranties. HOSPITAL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE PATENT RIGHTS
AND THE RIGHTS GRANTED HEREUNDER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NONINFRINGEMENT, VALIDITY OF PATENT RIGHTS CLAIMS, WHETHER ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS,
WHETHER OR NOT DISCOVERABLE, AND HEREBY DISCLAIMS THE SAME. SPECIFICALLY, AND NOT TO LIMIT THE FOREGOING, HOSPITAL MAKES NO WARRANTY
OR REPRESENTATION (i) REGARDING THE VALIDITY OR SCOPE OF ANY OF THE CLAIM(S), WHETHER ISSUED OR PENDING, OF ANY OF THE PATENT
RIGHTS, AND (ii) THAT THE EXPLOITATION OF THE PATENT RIGHTS OR ANY PRODUCT WILL NOT INFRINGE ANY PATENTS OR OTHER INTELLECTUAL
PROPERTY RIGHTS OF HOSPITAL OR OF ANY THIRD PARTY.


 


9.3            Limitation
of Liability. IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS,
MEDICAL OR PROFESSIONAL STAFF, EMPLOYEES AND AGENTS BE LIABLE TO THE OTHER COMPANY OR ANY OF ITS AFFILIATES, SUBLICENSEES OR DISTRIBUTORS
FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE LICENSE
OR RIGHTS GRANTED HEREUNDER, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION ECONOMIC DAMAGES
OR INJURY TO PROPERTY OR LOST PROFITS, REGARDLESS OF WHETHER THE PARTY SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN
FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. SHOULD EITHER PARTY BECOME AWARE OF ANY OF THE FOREGOING, IT WILL, AS
SOON AS PRACTICAL, INFORM THE OTHER PARTY OF SAME. NOTHING IN THIS SECTION 9.3 SHALL BE CONSTRUED TO LIMIT COMPANY’S
OBLIGATION TO INDEMNIFY HOSPITAL UNDER SECTION 8 OF THIS AGREEMENT.


 






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10. TERM AND TERMINATION


 


10.1          Term.
The term of this Agreement shall commence on the Effective Date and shall remain in effect until the latest of:


 


		(a)	the date on which all issued patents and filed patent applications
                                         within the Patent Rights have expired or been abandoned;



 


		(b)	expiration of the last-to-expire Regulatory Exclusivity that
                                         covers a Product or Process; or



 


		(c)	ten (10) years after First Commercial Sale.



 


unless this Agreement is terminated earlier in accordance with
any of the other provisions of Section 10.


 


10.2          Termination
for Failure to Pay. If Company fails to make any payment due hereunder, Hospital shall have the right to terminate this Agreement
upon [**] written notice, unless Company makes such payments plus any interest due, as set forth in Section 4.7, within said
[**] notice period. If payments are not made, Hospital may immediately terminate this Agreement at the end of said [**] period.
Company shall be entitled to only two such cure periods in a calendar year; for a third failure to make payment on time, Hospital
shall have the right to terminate this Agreement immediately upon written notice.


 


10.3          Termination
for Insurance and Insolvency.


 


		(a)	Insurance.  Hospital shall have the right to terminate
                                         this Agreement in accordance with Section 8.2(b) if Company fails to maintain
                                         the insurance required by Section 8.2.



 


		(b)	Insolvency and other Bankruptcy Related Events. 
                                         Hospital shall have the right to terminate this Agreement immediately upon written notice
                                         to Company with no further notice obligation or opportunity to cure if Company: (i) shall
                                         become insolvent; (ii) shall make an assignment for the benefit of creditors; or
                                         (iii) or shall have a petition in bankruptcy filed for or against it.



 


10.4          Termination
for Non-Financial Default. If Company, any of its Affiliates or any Sublicensee shall default in the performance of any of
its other obligations under this Agreement not otherwise covered by the provisions of Section 10.2 and 10.3, and if such
default has not been cured within [**] after notice by Hospital in writing of such default, Hospital may immediately terminate
this Agreement, and/or any license granted hereunder with respect to the country or countries in which such default has occurred,
at the end of said [**] cure period. Hospital shall also have the right to terminate this Agreement and/or any such license immediately,
upon written notice, in the event of repeated defaults even if cured within such [**] periods. Any breach of this Agreement by
a Sublicensee shall be deemed cured if Company terminates the sublicense agreement between Company and such Sublicensee; provided
that Company shall remain liable for any damages to Hospital caused by such breach.


 



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10.5           Challenging
Validity. During the term of this Agreement, Company shall not challenge, and shall restrict Company Affiliates and Sublicensees
from challenging, the validity of the Patent Rights and in the event of any breach of this provision Hospital shall have the right
to terminate this Agreement and any license granted hereunder immediately. In addition, if the Patent Rights are upheld Company
shall reimburse Hospital for its legal costs and expenses incurred in defending any such challenge.


 


10.6          Termination
by Company. Company shall have the right to terminate this Agreement by giving [**] advance written notice to Hospital and
upon such termination Company shall have no right under this Agreement to use and Sell Products and Processes, subject to Section 10.9,
and shall immediately cease all use and Sales of Products and Processes which employs or is derived from Technological Information.


 


10.7          Effect
of Termination on Sublicenses. Any sublicenses granted by Company under this Agreement shall provide for termination of Company’s
interest therein upon termination of this Agreement or upon termination of any license hereunder under which such sublicense has
been granted. Following a Sublicensee’s request made after termination of this Agreement, Hospital shall use good faith
efforts to enter into a direct license agreement with any such Sublicensee with respect to the rights and licenses under this
Agreement, provided all of the following conditions are met:


 


		(a)	such Sublicensee is a direct sublicensee of Company and is
                                         in good standing under its sublicense agreement at the time of such termination;



 


		(b)	all
                                         amounts owed to Hospital by Company have been paid;



 


		(c)	the sublicense agreement grants exclusive rights to the Sublicensee
                                         to (i) develop a Product or Process and/or (ii) commercialize a Product or
                                         Process in the United States, or one or more major Asian countries (Japan, China, or
                                         South Korea) or one or more major European countries (France, Germany, Italy, Spain
                                         or the United Kingdom); and



 


		(d)	the sublicense agreement is consistent with the terms of this
                                         Agreement including diligence obligations consistent with those in Section 3.1 (narrowed
                                         as necessary to account for the scope of the sublicense).



 


The financial terms and conditions of such direct license agreement
shall be no more onerous to Sublicensee, when taken as a whole, than the financial terms and conditions imposed on Sublicensee
by Company in consideration for the sublicense to the rights and licenses under this Agreement. The scope of the license granted
by Hospital to the Sublicensee in such direct license agreement shall be of at least equivalent scope as the sublicense under
Patent Rights and Technological Information granted by Company to such Sublicensee in such sublicense agreement.


 






    18



     


    

 


10.8          Effects
of Termination or Expiration of Agreement. Upon termination of this Agreement or any of the licenses hereunder for any reason,
final reports in accordance with Section 5 shall be submitted to Hospital and all royalties and other payments, including
without limitation any unreimbursed Patent Costs, accrued or due to Hospital as of the termination date shall become immediately
payable. Following termination (but not expiration) of this Agreement, Company shall cease, and shall cause its Affiliates and
Sublicensees to cease, all Sales and uses of Products and Processes upon such termination, subject to Section 10.9. The termination
or expiration of this Agreement or any license granted hereunder shall not relieve Company, its Affiliates or Sublicensees of
obligations arising before such termination or expiration. Upon the expiration of this Agreement, but not earlier termination
under Sections 10.2–10.6, Company shall have a [**] license under the Technological Information to use, have used, make,
have made, offer for Sale, have offered for Sale, Sell and have Sold Products and Processes in the License Territory in the Licensed
Field.


 


10.9          Inventory.
Upon early termination of this Agreement other than for Company default, Company, Company Affiliates and Sublicensees may complete
and sell any work-in-progress and inventory of Products that exist as of the effective date of termination provided that (i) Company
pays Hospital the applicable running royalty or other amounts due on such Net Sales in accordance with the terms and conditions
of this Agreement, and (ii) Company, Company Affiliates and Sublicensees shall complete and sell all work-in-progress and
inventory of Products within six (6) months after the effective date of termination. Upon expiration of this Agreement, Company
shall pay to Hospital the royalties set forth in Section 4.5(a) for Sales of any Product that was in inventory or was
a work-in-progress on the date of expiration of the Agreement.


 


11. COMPLIANCE WITH LAW


 


11.1          Compliance.
Company shall have the sole obligation for compliance with, and shall ensure that any Affiliates and Sublicensees comply with,
all government statutes and regulations that relate to Products and Processes, including, but not limited to, those of the U.S.
Food and Drug Administration and the U.S. Export Administration, as amended, and any applicable laws and regulations of any other
country in the License Territory. Company agrees that it shall be solely responsible for obtaining any necessary licenses to export,
re-export, or import Products or Processes covered by Patent Rights and/or Confidential Information. Company shall indemnify and
hold harmless Hospital for any breach of Company’s obligations under this Section 11.1.


 


11.2          Patent
Numbers. Company shall cause all Products sold in the United States to be marked with all applicable U.S. Patent Numbers,
to the full extent required by United States law. Company shall similarly cause all Products shipped to or sold in any other country
to be marked in such a manner as to conform with the patent laws and practices of such country.


 






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12. MISCELLANEOUS


 


12.1          Entire
Agreement. This Agreement and all Appendices hereto constitutes the entire understanding between the Parties with respect
to the subject matter hereof.


 


12.2          Notices.
Any notices, reports, waivers, correspondences or other communications required under or pertaining to this Agreement shall be
in writing and shall be delivered by hand, or sent by a reputable overnight mail service (e.g., Federal Express), or by first
class mail (certified or registered), or by facsimile confirmed by one of the foregoing methods, to the other Party. Notices will
be deemed effective (a) three (3) working days after deposit, postage prepaid, if mailed, (b) the next day if sent
by overnight mail, or (c) the same day if sent by facsimile and confirmed as set forth above or delivered by hand. Unless
changed in writing in accordance with this Section, the notice address for Hospital shall be as follows:


 


If to Hospital:


 


Chief Innovation Officer, Innovation


Massachusetts General Hospital


215 First Street, Suite 500


Cambridge, MA 02142


FAX: [**]


 


If to TransCode:


 


Chief Executive Officer


TransCode Therapeutics, Inc.


1241 Adams Street, Suite 603


Boston, MA 02124


FAX: None


 


12.3          Amendment;
Waiver. This Agreement may be amended and any of its terms or conditions may be waived only by a written instrument executed
by an authorized signatory of the Parties or, in the case of a waiver, by the Party waiving compliance. The failure of either
Party at any time or times to require performance of any provision hereof shall in no manner affect its rights at a later time
to enforce the same. No waiver by either Party of any condition or term shall be deemed as a further or continuing waiver of such
condition or term or of any other condition or term.


 


12.4          Binding
Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties hereto and their
respective permitted successors and assigns.


 






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12.5          Assignment.
Company shall not assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent
of Hospital; provided, however, that if Company has fulfilled its diligence obligations as set forth in Section 3, no such
consent will be required to assign this Agreement to a successor of the Company’s business to which this Agreement pertains
or to a purchaser of substantially all of the Company’s assets related to this Agreement, so long as such successor or purchaser
shall agree in writing to be bound by all of the terms and conditions hereof prior to such assignment. Company shall notify Hospital
in writing of any such assignment and provide a copy of all assignment documents and related agreements to Hospital within [**]
of such assignment. Failure of an assignee to agree to be bound by the terms hereof or failure of Company to notify Hospital and
provide copies of assignment documentation shall be grounds for termination of this Agreement for default (subject to applicable
cure periods). Further, neither any rights granted under this Agreement nor any sublicense may be assigned by any Sublicensee
without the prior written consent of Hospital.


 


12.6          Force
Majeure. Neither Party shall be responsible for delays resulting from causes beyond the reasonable control of such Party,
including without limitation fire, explosion, flood, war, sabotage, strike or riot, provided that the nonperforming Party uses
commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance under this Agreement
with reasonable dispatch whenever such causes are removed.


 


12.7          Use
of Name. Neither Party shall use the name of the other Party or of any trustee, director, officer, staff member, employee,
student or agent of the other Party or any adaptation thereof in any advertising, promotional or sales literature or publicity
or in any document employed to obtain funds or financing without the prior written approval of the Party or individual whose name
is to be used, except that Company shall be permitted to disclose the existence of this Agreement and the rights granted hereunder
to its shareholders and potential investors. For Hospital, such approval shall be obtained from Hospital’s VP of Public
Affairs.


 


12.8          Governing
Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of
Massachusetts, excluding with respect to conflict of laws, except that questions affecting the construction and effect of any
patent shall be determined by the law of the country in which the patent shall have been granted. Each Party agrees to submit
to the exclusive jurisdiction of the Superior Court for Suffolk County, Massachusetts, and the United States District Court for
the District of Massachusetts with respect to any claim, suit or action in law or equity arising in any way out of this Agreement
or the subject matter hereof.


 


12.9          Hospital
Policies. Company acknowledges that Hospital’s employees and medical and professional staff members and the employees
and staff members of Hospital’s Affiliates are subject to the applicable policies of Hospital and such Affiliates, including,
without limitation, policies regarding conflicts of interest, intellectual property and other matters. Company shall provide Hospital
with any agreement it proposes to enter into with any employee or staff member of Hospital or any of Hospital’s Affiliates
for Hospital’s prior review and shall not enter into any oral or written agreement with such employee or staff member which
conflicts with any such policy. Hospital shall provide Company, at Company’s request, with copies of any such policies applicable
to any such employee or staff member.


 






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12.10        Severability.
If any provision(s) of this Agreement are or become invalid, are ruled illegal by any court of competent jurisdiction or
are deemed unenforceable under then current applicable law from time to time in effect during the term hereof, it is the intention
of the parties that the remainder of this Agreement shall not be effected thereby. It is further the intention of the parties
that in lieu of each such provision which is invalid, illegal or unenforceable, there be substituted or added as part of this
Agreement a provision which shall be as similar as possible in economic and business objectives as intended by the parties to
such invalid, illegal or enforceable provision, but shall be valid, legal and enforceable.


 


12.11        Survival.
In addition to any specific survival references in this Agreement, Sections 1, 2.4, 4.2, 4.6, 4.7, 5.3, 5.4, 5.5, 6.4, 8.1, 8.2,
9.2, 9.3, 10.7, 10.8, 10.9, 12.1, 12.2, 12.3, 12.4, 12.7, 12.8, 12.9, 12.10, 12.11, 12.13 and 12.14 shall survive termination
or expiration of this Agreement. Any other rights, responsibilities, obligations, covenants and warranties which by their nature
should survive this Agreement shall similarly survive and remain in effect.


 


12.12        Dispute
Resolution. In the event of any dispute between the Parties in connection with this Agreement, the construction hereof, or the
rights, duties or liabilities of either Party hereunder (each a “Dispute”), the Parties shall first attempt in good
faith to resolve such Dispute by negotiation and consultation between themselves. In the event that any Dispute is not resolved
on an informal basis within ten (10) business days, either Party may, by written notice to the other Party, refer the Dispute
to the Chief Executive Officer of the Company and the Hospital’s Innovation office for attempted resolution by good faith
negotiation within twenty (20) days after such notice is received. Absent such a resolution, and subject to compliance with foregoing
aspects of this dispute resolution process, the Parties shall be permitted to pursue any and all rights and remedies available
to them hereunder or at law or equity. Notwithstanding any of the terms of this Section 12.12, and without limiting any other
remedies that may be available, each Party shall have the right to seek immediate injunctive relief and other equitable relief
from any court of competent jurisdiction to enjoin any breach or violation of this Agreement concerning confidential information
or any other intellectual property licensed under this Agreement, without any obligation to undertake extra-judicial dispute resolution
of any such Dispute or claims or otherwise to comply with this Section 12.12.


 


12.13        Interpretation.
The parties hereto are sophisticated, have had the opportunity to consult legal counsel with respect to this transaction and hereby
waive any presumptions of any statutory or common law rule relating to the interpretation of contracts against the drafter.
The term “including” or “includes” means “including without limitation.”


 


12.14        Headings.
All headings are for convenience only and shall not affect the meaning of any provision of this Agreement.


 


[Remainder of page intentionally
left blank.]


 



    22



     


    

 


IN WITNESS WHEREOF, the Parties have caused
this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.


 


	TransCode Therapeutics, Inc.	 	The General Hospital Corporation




 


	BY:	 	 	BY:	 
	 	Name:	 	 	Name:
	 	 	 	 	 
	TITLE:	 	 	TITLE:	 
	 	 	 	 	 
	DATE:	 	 	DATE:	 




 



    23



     


    

 


Appendix A


 


DESCRIPTION OF PATENT RIGHTS


 


[**]


 



    24



     


    

 


Appendix B


 


DESCRIPTION OF TECHNOLOGICAL INFORMATION


 


[**]


 



    25



     


    

 


Appendix C


SALES REPORTS


 


	AGREEMENT INCOME REPORT	Royalty Income




 


	MGH Agreement [**]  -	 
	Licensee -	 
	Sub-Licensee -	 




 


Separate reports must be filed for:


		1.	Each Product sold.






		2.	Each country of sale, if different deductions
                                         or royalty rates apply.



 


	Product Name:	 




Report Time Period:


	 	From	 	mm	 	/dd/yyyy	 




	 	To	 	mm	 	/dd/yyyy	 




 


	 


 


	Country of Sale	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Quantity Sold	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Gross
    Sales (USD)	$	 	 	$	 	 	$	 
	 	 	 	 	 	 	 	 	 
	Exchange Rate	 	 	 	 	 	 	 	 




 


Deductions (Itemize)


 


Please list each deduction separately. Use same definition
as appears in Agreement and include the contract paragraph as a reference (Std Section 1.10(a)(ii) line item deductions
listed below).


 


	A1.	 	 	 	 	 	 	 	 
	A2.	 	 	 	 	 	 	 	 
	A3.	 	 	 	 	 	 	 	 
	A4.	 	 	 	 	 	 	 	 
	B.	 	 	 	 	 	 	 	 




 


	Total Deductions	 	(_______________________)	 	 	(_________________________)	 	 	(_____________________________)
	 	 	 	 	 	 	 	 	 
	Net Sales	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Royalty Percentage	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Credits
    (itemize)	 	(_______________________)	 	 	(_____________________________)	 	 	(_____________________________)
	 	 	 	 	 	 	 	 	 
	Royalties Due	$	 	 	$	 		$	 




 


	 


 


PLEASE ATTACH DETAIL SALES REPORTS AS REQUIRED


 






    26



     


    

 


Appendix C


 


 


	AGREEMENT
    INCOME REPORT	Sublicense
    Income




 


	MGH
Agreement #[**]-	 
	Licensee -	 
	Sub-Licensee -	 




 


Separate reports must be filed for Payments associated
with each Product:


 


	Product Name:	 




 


Report Time Period:


 


	 	From	 	mm	 	/dd/yyyy	 
	 	 	 	 	 	 	 




	 	To	 	mm	 	/dd/yyyy	 




 


 


	 




 



Detailed Explanation
of Payment


Required for “Other
Payment”



 


	Annual Fees/Minimum Royalties	$	 	 	 
	 	 	 	 	 
	Milestone Payments	$	 	 	 
	 	 	 	 	 
	Sublicense Fees and Royalties	$	 	 	 
	 	 	 	 	 
	Other Payment	$	 	 	 
	 	 	 	 	 
	Other Payment	$	 	 	 
	 	 	 	 	 
	Other Payment	$	 	 	 
	 	 	 	 	 
	TOTAL	$	 	 	 



 


	 


 


PLEASE ATTACH DETAIL AS REQUIRED


 






    27



     


    

 


Appendix D


 


CONFIDENTIALITY TERMS AND CONDITIONS


 


1.            Definition
of Confidential Information. “Confidential Information” shall mean any information, including but not limited
to data, techniques, protocols or results, or business, financial, commercial or technical information, disclosed by one Party
(each a “Discloser” as applicable) to the other Party (each a “Recipient” as applicable) in connection
with the terms of that certain Exclusive License Agreement dated October 26th, 2018 (the “License Agreement”)
and identified as confidential at the time of disclosure (the “Purpose”). Hospital’s Confidential Information
shall also include all information disclosed by Hospital to Company in connection with the Patent Rights. Capitalized terms used
in this Appendix that are not otherwise defined herein have the meanings ascribed in the License Agreement to which this Appendix
is attached and made a part thereof.


 


2.            Exclusions.
“Confidential Information” under this Agreement shall not include any information that (i) is or becomes publicly
available through no wrongful act of Recipient; (ii) was known by Recipient prior to disclosure by Discloser, as evidenced
by tangible records; (iii) becomes known to Recipient after disclosure from a third party having an apparent bona fide right
to disclose it; (iv) is independently developed or discovered by Recipient without use of Discloser’s Confidential
Information, as evidenced by tangible records; or (v) is disclosed to another party by Discloser without restriction on further
disclosure. The obligations of confidentiality and non-use set forth in this Agreement shall not apply with respect to any information
that Recipient is required to disclose or produce pursuant to applicable law, court order or other valid legal process provided
that Recipient promptly notifies Discloser prior to such required disclosure, discloses such information only to the extent so
required and cooperates reasonably with Discloser’s efforts to contest or limit the scope of such disclosure.


 


3.            Permitted
Purpose. Recipient shall have the right to, and agrees that it will, use Discloser’s Confidential Information solely
for the Purpose as described in the License Agreement, except as may be otherwise specified in a separate definitive written agreement
negotiated and executed between the parties.


 


4.            Restrictions.
For the term of the License Agreement and a period of [**] thereafter (and indefinitely with respect to any individually identifiable
health information disclosed by Hospital to Company, if any), each Recipient agrees that: (i) it will not use such Confidential
Information for any purpose other than as specified herein, including without limitation for its own benefit or the benefit of
any other person or entity; and (ii) it will use reasonable efforts (but no less than the efforts used to protect its own
confidential and/or proprietary information of a similar nature) not to disclose such Confidential Information to any other person
or entity except as expressly permitted hereunder. Recipient may, however, disclose Discloser’s Confidential Information
and the terms and conditions of this Agreement only on a need-to-know basis to (A) its and its Affiliates employees, staff
members, agents, consultants, outside contractors and advisors and (B) current and potential Sublicensees, investors, lenders,
licensees, collaborators, partners and acquirers, (“Receiving Individuals”) who are directly participating in the
Purpose and who are informed of the confidential nature of such information and are bound by obligations of confidentiality and
non-use at least as stringent as those herein (but of shorter duration if necessary), provided Recipient shall be responsible
for compliance by Receiving Individuals with the terms of this Agreement and any breach thereof. Each party further agrees not
to use the name of the other party or any of its Affiliates or any of their respective trustees, directors, officers, staff members,
employees, students or agents in any advertising, promotional or sales literature, publicity or in any document employed to obtain
funds or financing without the prior written approval of the party or individual whose name is to be used, in the case of Hospital
such approval to be given by the Public Affairs Department. This Section 4 shall survive termination or expiration of this
Agreement.


 






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5.            Right
to Disclose. Discloser represents that to the best of its knowledge it has the right to disclose to each Recipient all of
Discloser’s Confidential Information that will be disclosed hereunder.


 


6.            Ownership.
All Confidential Information disclosed pursuant to this Agreement, including without limitation all written and tangible forms
thereof, shall be and remain the property of the Discloser. Upon termination of this Agreement, if requested by Discloser, Recipient
shall return or destroy at Discloser’s discretion all of Discloser’s Confidential Information, provided that Recipient
shall be entitled to keep one copy of such Confidential Information in a secure location solely for the purpose of determining
Recipient’s legal obligations hereunder.


 


7.            No
License. Nothing in this Agreement shall be construed as granting or conferring, expressly or impliedly, any rights by license
or otherwise, under any patent, copyright, or other intellectual property rights owned or controlled by Discloser relating to
Confidential Information, except as specifically set forth in the License Agreement.


 


8.            Remedies.
Each party acknowledges that any breach of this Agreement by it may cause irreparable harm to the other party and that each party
is entitled to seek injunctive relief and any other remedy available at law or in equity.


 


9.            General.
These Confidentiality Terms and Conditions, along with the License Agreement, contain the entire understanding of the parties
with respect to the subject matter hereof, and supersede any prior oral or written understandings between the parties relating
to confidential treatment of information. Sections 1, 2, 4, 6, 8 and 9 of these Confidentiality Terms and Conditions shall survive
any expiration or termination of the License Agreement.


 






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