Exhibit 10.11



SCHOLAR ROCK,   LLC Employee Non-Competition, Non-Solicitation, Confidentiality and   Assignment Agreement In consideration and as a condition of my employment,   continued employment by or other service relationship with Scholar Rock, LLC (along   with its parents, subsidiaries, affiliates, successors and assigns, the   “Company”), I agree to the terms and conditions of this Employee   Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement   (the “Agreement”). For purposes of this Agreement, references to the   employment relationship shall mean any employment, co-employment, independent   contractor or other service relationship, whether directly or through a third   party, that I may have with the Company. 4. Commitment to Company; Avoidance   of Conflict 1. Proprietary Information. Iagreethatall of Interest. While an   employee of the Company, I will devote information, whether or not in   writing, concerning the Company’s business, technology, business   relationships or financial affairs which the Company has not released to the   general public (collectively, “Proprietary Information”) is and will be the   exclusive property of the Company. By way of illustration, Proprietary   Information may include information or material which has not been made   generally available to the public, such as: (a) corporate information,   including plans, strategies, methods, policies, resolutions, negotiations or   litigation; (b) marketing information, including strategies, methods,   customer identities or other information about customers, prospect identities   or other information about prospects, or market analyses or projections; (c)   financial information, including cost and performance data, debt   arrangements, equity structure, investors and holdings, purchasing and sales   data and price lists; and (d) operational and technological information,   including plans, specifications, manuals, forms, templates, pre-clinical and   clinical testing data and strategies, software, designs, methods, procedures,   formulas, discoveries, inventions, improvements, concepts and ideas; and (e)   personnel information, including personnel lists, reporting or organizational   structure, resumes, personnel data, my full-time efforts to the Company’s   business and I will not engage in any other business activity that conflicts   with my duties to the Company. I will advise the president of the Company or   his or her nominee at such time as any activity of either the Company or   another business presents me with a conflict of interest or the appearance of   a conflict of interest as an employee of the Company. I will take whatever   action is requested of me by the Company to resolve any conflict or   appearance of conflict which it finds to exist. 5. Developments. I will make   full and prompt of all inventions, discoveries, disclosure to the Company   designs, developments, methods, modifications, improvements, processes,   algorithms, databases, computer programs, formulae, techniques, trade   secrets, graphics or images, and audio or visual works and other works of authorship   (collectively “Developments”), whether or not patentable or copyrightable,   that are created, made, conceived or reduced to practice by me (alone or   jointly with others) or under my direction during the period of my   employment. I acknowledge that all work performed by me is on a “work for   hire” basis, and I hereby do assign and transfer and, to the extent any such   assignment cannot be made at present, will assign and transfer, to the   Company and its successors and assigns all my right, title and interest in   all Developments that (a) relate to the business of the Company or any of the   compensation structure,performance evaluations and   terminationarrangementsordocuments. Proprietary Information also includes   information received in confidence by the Company from its customers or   suppliers or other third parties. products or services being researched,   developed, manufactured or sold by the Company or which may be used with such   products or services; or (b) result from tasks assigned to me by the Company;   or (c) result from the use of premises or personal property (whether tangible   or intangible) owned, leased or contracted for by the Company   (“Company-Related Developments”), and all related patents, patent 2. Rec o g   nitio n o f Co mpa ny ’ s Rig hts . I will not, at any time, without the   Company’s prior written permission, either during or after my employment,   disclose any Proprietary Information to anyone outside of the Company, or use   or permit to be used any Proprietary Information for any purpose other than   the performance of my duties as an applications, trademarks and trademark   applications, employee of the Company. I will cooperate with the copyrights   and copyright applications, and other intellectual property rights in all   countries and territories worldwide and under any international conventions   (“Intellectual Property Rights”). Company and use my best efforts to prevent   the unauthorized disclosure of all Proprietary Information. I will deliver to   the Company all copies of Proprietary Information in my possession or control   upon the earlier of a request by the Company or termination of my employment.   To preclude any possible uncertainty, I have set forth on Exhibit A attached   hereto a complete list of Developments that 3. Rights of Others. I understand   that the Company is I have, alone or jointly with others, conceived,   developed or reduced to practice prior to the commencement of my employment   with the Company that I consider to be my property or the property of third   parties and that I wish to have excluded from the scope of this Agreement   (“Prior Inventions”). If disclosure of any such Prior Invention would cause   me to violate any prior confidentiality agreement, I understand that I am not   to list such Prior Inventions in Exhibit A but am only to disclose a cursory   name for each now and may hereafter be subject to non-disclosure or   confidentiality agreements with third persons which require the Company to   protect or refrain from use of proprietary information. I agree to be bound   by the terms of such agreements in the event I have access to such   proprietary information. 


    




 










such invention,   a listing of the party(ies) to whom it belongs and the fact that full   disclosure as to such inventions has not been made for that reason. I have   also listed on Exhibit A all Proprietary Information, and other materials of   any nature pertaining to the Proprietary Information of the Company and to my   work, and will not take or keep in my possession any of the foregoing or any   copies. patents and patent applications in which I am named as an inventor,   other than those which have been assigned to the Company (“Other Patent   Rights”). If no such disclosure is 7. Enforcement of Intellectual Property   Rights.I attached, I represent that there are no Prior Inventions or Other   Patent Rights. If, in the course of my employment with the Company, I   incorporate a Prior Invention into a Company product, process or machine or   other work done for the Company, I hereby grant to the Company a   nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the   full right to sublicense) to make, have made, modify, use, sell, will   cooperate fully with the Company, both during and after my employment with   the Company, with respect to the procurement, maintenance and enforcement of   Intellectual Property Rights in Company-Related Developments. I will sign,   both during and after the term of this Agreement, all papers, including   without limitation copyright applications, patent applications, declarations,   oaths, assignments of priority rights, and powers of attorney, which the   Company may deem necessary or desirable in order to protect its rights and   offer for sale and import such Prior Invention. Notwithstanding the   foregoing, I will not incorporate, or permit to be incorporated, Prior   Inventions in any Company-interests in any Company-Related Development. If   the Related Development without the Company’s prior consent. written Company   is unable, after reasonable effort, to secure my signature on any such   papers, I hereby irrevocably designate and appoint each officer of the   Company as my agent and attorney-in-fact to execute any such papers on my   behalf, and to take any and all actions as the Company may deem necessary or   desirable in order to protect its rights and interests in any Company-Related   Development. This Agreement does not obligate me to assign to the Company any   Development which, in the sole judgment of the Company, reasonably exercised,   is developed entirely on my own time and does not relate to the business   efforts or research and development efforts in which, during the period of my   employment, the Company actually is engaged or reasonably would be engaged,   and does not result from the use of premises or equipment owned or leased by   the Company. However, I will also promptly disclose to the Company any such   Developments for the purpose of determining whether they qualify for such   exclusion. I understand that to the extent this Agreement is required to be   construed in accordance with the laws of any state which precludes a   requirement in an employee agreement to assign certain classes of inventions   made by an employee, this paragraph 5 will be interpreted not to apply to any   invention which a court rules and/or the Company agrees falls within such   classes. I also hereby waive all claims to any moral rights or other special   rights which I may have or accrue in any Company-Related Developments. 8.   Non-Competition and Non-Solicitation. In order to protect the Company’s   Proprietary Information and good will, during my employment and for a period   of one (1) year following the termination of my employment for any reason   (the “Restricted Period”), I will not directly or indirectly, whether as   owner, partner, shareholder, director, manager, consultant, agent, employee,   co-venturer or otherwise, engage, participate or invest in any business   activity anywhere in the United States that develops, manufactures or markets   any products, or performs any services, that are otherwise competitive with   or similar to the products or services of the Company, or products or   services that the Company or its affiliates, has under development or that   are the subject of active planning at any time during my employment; provided   that this shall not prohibit any possible investment in publicly traded stock   of a company representing less than one percent of the stock of such company.   In addition, during the Restricted Period, I will not, directly or   indirectly, in any manner, other than for the benefit of the Company, (a)   call upon, solicit, divert, take away, accept or conduct any business from or   with any of the customers or prospective customers of the Company or any of   its suppliers, and/or (b) solicit, entice, attempt to persuade any other   employee or consultant of the Company to leave the Company for any reason or   otherwise participate in or facilitate the hire, directly or through another   entity, of any person who is employed or engaged by the Company or who was   employed or engaged by the Company within six months of any attempt to hire   such person. I acknowledge and agree that if I violate any of the provisions   of this paragraph 8, the running of the Restricted Period will be extended by   the time during which I engage in such violation(s). 6. Documents and Other   Materials. I will keep and maintain adequate and current records of all   Proprietary Information and Company-Related Developments developed by me   during my employment, which records will be available to and remain the sole   property of the Company at all times. All files, letters, notes, memoranda,   reports, records, data, sketches, drawings, notebooks, layouts, charts,   quotations and proposals, specification sheets, or other written,   photographic or other tangible material containing Proprietary Information,   whether created by me or others, which come into my custody or possession,   are the exclusive property of the Company to be used by me only in the   performance of my duties for the Company. Any property situated on the   Company’s premises and owned by the Company, including without limitation   computers, disks and other storage media, filing cabinets or other work   areas, is subject to inspection by the Company at any time with or without   notice. In the event of the termination of my employment for any reason, I   will deliver to the Company all files, letters, notes, memoranda, reports,   records, data, sketches, drawings, notebooks, layouts, charts, quotations and   proposals, specification sheets, or other written, photographic or other   tangible material containing 9. Government Contracts.I acknowledge that the   Company may have from time to time agreements with other persons or with the   United States Government or its agencies which impose obligations or   restrictions on the Company 2 


    




 










regarding   inventions made during the course of work under such agreements or regarding   the confidential nature of such 14. Survival and Assignment by the Company. I   understand that my obligations under this Agreement will continue in   accordance with its express terms regardless of any changes in my title,   position, duties, salary, compensation or benefits or other terms and   conditions of employment. I further understand that my obligations under this   Agreement will continue following the termination of my employment regardless   of the manner of such termination and will be binding upon my heirs,   executors and administrators. The Company will have the right to assign this   Agreement to its affiliates, successors and assigns. I expressly consent to   be bound by the provisions of this Agreement for the benefit of the Company   or any parent, subsidiary or affiliate to whose employ I may be transferred   without the necessity that this Agreement be resigned at the time of such   transfer. work. I agree to comply with any such obligations or restrictions upon   the direction of the Company. In addition to the rights assigned under   paragraph 5, I also assign to the Company (or any of its nominees) all rights   which I have or acquired in any Developments, full title to which is required   to be in the United States under any contract between the Company and the   United States or any of its agencies. 10. Prior Agreements. I hereby   represent that, except as I have fully disclosed previously in writing to the   Company, I am not bound by the terms of any agreement with any previous   employer or other party to refrain from using or disclosing any trade secret   or confidential or proprietary information in the course of my employment   with the Company or to refrain from competing, directly or indirectly, with   the business of such previous employer or any other party. I further   represent that my performance of all the terms of this Agreement as an   employee of the Company does not and will not breach any agreement to keep in   confidence proprietary information, knowledge or data acquired by me in   confidence or in trust prior to my employment with the Company. I will not   disclose to the Company or induce the Company to use any confidential or   proprietary information or material belonging to any previous employer or   others. 15. Exit Interview.If and when I depart from the Company, I may be   required to attend an exit interview. For twelve (12) months following   termination of my employment, I will notify the Company of any change in my   address and of each subsequent employment or business activity, including the   name and address of my employer or other post-Company employment plans and   the nature of my activities. 16. Disclosure to Future Employers. During the   Restricted Period, I will provide a copy of this Agreement to any prospective   employer, partner or co-venturer prior to entering into an employment,   partnership or other business relationship with such person or entity. 11.   Remedies Upon Breach. I understand that the restrictions contained in this   Agreement are necessary for the protection of the business and goodwill of   the Company and I consider them to be reasonable for such purpose. Any breach   of this Agreement is likely to cause the Company substantial and irrevocable   damage and therefore, in the event of such breach, the Company, in addition   to such other remedies which may be available, will be entitled to specific   performance and other injunctive relief, without the posting of a bond. If I   violate this Agreement, in addition to all other remedies available to the   Company at law, in equity, and under contract, I agree that I am obligated to   pay all the Company’s costs of enforcement of this Agreement, including   attorneys’ fees and expenses. 17. Severability.In case any provisions (or   portions thereof) contained in this Agreement shall, for any reason, be held   invalid, illegal or unenforceable in any respect, such invalidity, illegality   or unenforceability shall not affect the other provisions of this Agreement,   and this Agreement shall be construed as if such invalid, illegal or   unenforceable provision had never been contained herein. If, moreover, any   one or more of the provisions contained in this Agreement shall for any   reason be held to be excessively broad as to duration, geographical scope,   activity or subject, it shall be construed by limiting and reducing it, so as   to be enforceable to the extent compatible with the applicable law as it   shall then appear. 12.Publications and Public Statements. I will obtain the   Company’s written approval before publishing or submitting for publication   any material that relates to and/or incorporates any Proprietary Information.   18. Interpretation. This Agreement will be deemed to be made and entered into   in the Commonwealth of Massachusetts, and will in all respects be   interpreted, enforced and governed under the laws of the Commonwealth of 13.   No Employment Obligation. I understand that this Agreement does not create an   obligation on the Company or any other person to continue my employment. I   acknowledge that, unless otherwise agreed in a formal written employment   agreement signed on behalf of the Company by an authorized officer, my   employment with the Company is at will and therefore may be terminated by the   Company or me at any time and for any reason, with or without cause.   Massachusetts. I hereby agree to consent to personal jurisdiction of the   state and federal courts situated within Suffolk County, Massachusetts for   purposes of enforcing this Agreement, and waive any objection that I might   have to personal jurisdiction or venue in those courts. [End of Text] 3 


    




 










I UNDERSTAND   THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. BY SIGNING BELOW, I CERTIFY   THAT I HAVE READ IT CAREFULLY AND AM SATISFlED THAT I UNDERSTAND IT   COMPLETELY. IN WITNESS WHEREOF, the undersigned has executed this agreement   as a sealed instrument as of the date set forth below. F'v{YCtfr Si ed:   --------------------------------------­ (Employee's full name) Type or print   name: Yung Chyung Date: 2/3/2016 LIBC/4399790.1 


    




 










EXHIBIT A To:   Scholar Rock, LLC Yung Chyung From: 2/3/2016 Date: Prior Inventions SUBJECT:   The follO\>ving is a complete list of all inventions or improvements   relevant to the subject matter of my employment by the Company that have been   made or conceived or first reduced to practice by me alone or jointly with   others prior to my engagement by tl1e Company: No inventions or improvements   X Sec below: Please see list of patents and patent applications below.   Additional sheets attached The following is a list of all patents and patent   applications in which T have been named as an inventor: None x Sec below: I   am listed as an inventor in the Dyax Corp.patent "Evaluation and   treatment of bradykinin-mediated disorders'In addition,I am listed in several   pending applications,non-public at the time of this disclosure,that cover   subject matter related to the above (i.e.,bradykinin/plasma kallikrein   pathway). I ,JHCi4399790.1