Exhibit 10.12



EXIDBIT A   Non-Competition, Non-Solicitation, Co nfidentiality and Assignment Agreement   In consideration and as a condition of my employment by Scholar Rock LLC, a   Delaware limited l iability company (along with its Affil i ates the "Company"),   I hereby agree as follows: I. P•·oprietary Information . I agree that all   Compa ny and use m y best efforts to prevent the information, w hether or not   in writing, whether or not disclosed before or after I was first employed by   the Company, concerning the Company's business, technology, business   relationships or financial affairs that the Company has not released to th e   general publ ic (collectively, "Proprieta1y Information"), and all   tangible embod im ents thereof, are and wi ll be the exclusive property of   the Company. By way of illustration, Proprietary Information may include   information or material that has not been made generally available tothe pu   blic,such as: (a) corporate information, including plans, strategies,   unauthorized disclosure of all Proprietary information. I will del iver to   the Company all copies and other tangi ble embodiments of Proprietary   Information in my possession or control upon the earlier of a request by the   Company or term ination of my em ployment. 3. Rights of Others. I understand   that the Com pany is now a nd may hereafter be subject to non-disclosure or   confidentiality agreements w ith third persons which require the Com pany to   protect or refrain from use of proprietary information. I agree to be bound   by the terms of such agreements i n the event I have access to such   proprietary information. methods, poli cies, resolutions, notes, email   correspondence, n egotiations or l itigation; (b) marketinginformation,   methods, customer identities about customers, prospect including strategies,   or other information identities or other 4. Commitment to Company; Avoidance   of Conflict of Interest.While an employee of the information about prospects,   or market anal yses or projections; (c)financial information, including cost   and performance data, debt arrangements, equity structure, investors and   holdings, purchasing and sal es data and price lists; and (d) operational and   Company, I will devote my full-time efforts to the Company's business and I   will not engage in any other business activ ity that conflicts with my duties   to the Com pany. I will ad vise the president of the Company or his or her   nominee at such ti me as any activity of either the Company or another busi   ness presents me with a conflict of i nterest or the appearance of a conflict   of i nterest as an employee of the Company. I wi ll take whatever action is   requested of me by the Company to resolve any conflict or appea rance of   conflict which it finds to exist. technological information, includ ing   plans, specifications, manuals, forms, templates, software, des igns, m   ethods, procedures, formulas, discoveries, inventions, improvements,   biological or chemical materials, concepts and ideas; a nd (e) personnel   information, including person nel lists, reporting or organizational structu   re, resumes, personnel data, compensation structu re, performance evaluations   and termination arrangements or documents. Proprietary 5. Developments. I   hereby assign and transfer Inform ation ( I ) inform ation Company from includes,   without limitation, and, to the extent a ny such assignment cannot be made at   presen t, wi ll assign and tra nsfer, to the Company and its successors a nd   ass igns, all my right, title and interest in and to all Developments that:   (a) are created , developed, made, conceived or reduced to practice by me   (alone or jointly w ith receivedin confidence by the its customers or   suppliers or other th i rd parties, and (2) all biological or chemical   materials and other tangible embodiments of the Proprietary Inform ati o n.   others) or under my direction 2. Recognition of Company's Rights. I wi ll   (collectively, "conceived") during the period of m y employment a   nd six (6) months thereafter and that relate to the bus iness of the Compa ny   or to products, methods or serv ices bei ng researched, developed,   manufactured or sold by the Company; or (b) result from tasks assigned to m e   by th e Compa ny; or (c) result from the use of premises, Proprietary   Informati on or personal property (whether tangible or not, at any time,   without the Company's prior written permission, either during or after my   employment, d isclose or transfer an y Propri etary Information to anyone   outside of the Compan y, or use or permit to be used a n y Proprietary   Information for any purpose other than the performance of my duties as an   employee of the Com pan y. I will cooperate with the 


    




 










NON-COMPETITION,   NON-SOLICITATION, CONFI DENTI ALITY AND ASSIGNMENT AGREEMENT intangible)   owned , licensed or leased by the I understand that to the extent this   Agreement is required to be construed in accordance with the l aws of an y   state which precludes a requirement in an employee agreement to assign   certain classes of inventions made by a n employee, this Section 5 w ill be   interpreted not to apply to any invention which a court rules and/or the   Company agrees falls with in such classes. Com pany (collectively, "Com   pan y-Related Developments"), and all patent rights, tradema rks,   copyrights and other intellectual property rights in all countries and   territories worldwide claiming, covering or otherwise arising from or   pertaining to Company-Related Developments (collectively, "Intellectual   Property Rights"). I further agree that "Compa ny-Related   Developments" include, without limitation, all Developments that (i)   were conceived by me before my employment, (i i) relate to the business of   the Compan y or to products, methods or services being researched, developed,   manufact ured or sold by the Compa n y, and (iii) were not subject to an   obligation to assign to another entity when conceived. I will make full and   prompt disclosure to the Company of all Company-Related Developments, as well   as all other Developments conceived by me during the peri od of my employment   and six (6) 6. Documents and Other Materials. I will keep and maintain   adequate and current records of all Proprieta ryInformation andCompan   y-Related Developm ents conceived by me, which records wi ll be available to   and remain the sole property of the Compan y at all times. All files,   letters, notes, memoranda, reports, records, data, sketches, drawings,   notebooks, layouts, charts, quotations and proposals, specification sheets,   program listings, blueprints, model s, prototy pes, materials or other   written, photographic or other tangible material containing or embodyi ng   Proprietary Inform ation, whether created by me or others, wh ich come into m   y custody or possession, a re the exclusive property of the Com pany to be   used by m e only in the performance of my duties for the Company. ln the   event of the termination of my employment for any reason , I will deliver to   the Company all of the foregoing, and all other m aterials of any nature   pertaining to the Proprietary Information of the ompa ny and _to m y work,   and w ill not take or keep m my possessiOn any of the foregoing or any   copies. Any property situated on the Compan y's premises and owned by the   Company, including laboratory space, computers, disks and other storage   media, filing cabinets or other work areas, is subject to inspection by the   Company at any time w ith or without notice. months thereafter. I acknow   ledge that all work performed by me as a n employee of the Company is on a   "work for hire" basis. I hereby waive all claims to any moral   rights or other special rights which I may have or accrue in any Com   pany-Related Developments. "Developments" mean inventions,   discoveries, design s, developments,methods, modifications, improvements,   processes, biological or chemical materi als, algorithms, data bases,   computer programs, formulae, techniques, trade secrets, graphics or images,   audio or v isual works, and other works of authorship. To preclude any   possible uncertainty, I have set forth on Appendix A attached hereto a   complete list of Developments conceived by me before my employm ent that are   not Company-Related Developments ("Prior Inventions"). I have also   listed on Appendix A all patent rights of wh ich I am an inventor, other than   those contained within Intellectual Property Rights ("Other Patent   Rights"). If no such disclosure is attached, I represent that there are   no Prior In ventions or Other Patent Rights. If, in the course of my   employment with the Company, I incorporate a Prior In vention into a Company   prod uct, process or resea rch or developm ent program or other work done for   th e Company, l hereby gra nt to the Company a nonexclusive, royalty-fi·ee,   fully paid-up, irrevocable, perpetual, worldwide license (w ith the full   right to sublicense through multiple tiers) to make, have made, modify, use,   offer for sale, 7. Enforcement of Intellectual Property Rights. I will   cooperate fully with the Company, both during a nd after my employment w ith   the Compa ny, with respect to the procurement, m intenance and enforcement of   Intellectual Property R1ghts, as well as all other patent rights, trademarks,   copy rights and oth er intellectual property rights in all countries and   territories worldwide owned by or licensed to the Com pany. I w ill sign,   both during a nd after the term of th is Agreem ent, a ll papers, including   copyright applications, patent applications, priority rights, Com pan y may   declarations, oaths, assignments of and powers of attorney, which the import   and sell such Prior Invention. deem necessary or desirable in order to   protect its rights and interests in any Company-Related Development or   Intellectual Property Rights. If the Compan y is unable, after reasonabl e   effort, to secure Notwithstanding the foregoing, I wi ll not incorporate, or   permit to be incorporated , Prior Inventions in any Company-Related   Development w ithout the Compa ny's prior written consent. y si gnature on   any such papers, I hereby Irrevocabl y designate and a ppoint each officer of   the 


    




 










NON-COMPETITION,   NON-SOLICITATION, CONFIDENTIALITY AND ASSIGNMENT AGREEMENT Com pany 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 the same. such agreements or regarding   the confidential nature of such work. 1 agree to comply with any such   obligations or restrictions upon the direction of the Company. tn addition to   the rights assigned under Section 5, I also assign to the Compan y (or any of   its nominees) all rights which I have or acquired in a ny Developments, fu ll   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. 8.   Non-Competition and Non-Solicitation. ln order to protect the Company's   Proprietary Information and good wi ll, du ring my employment and for a   period of twelve (12) m onths following the termination of m y employment for   any reason (the "Restricted Per iod"), I wi ll not directl y or   indirectly, whether as owner, partner, shareholder, director, consultan t,   agent, employee, co-ventu rer or otherwise, engage, participate or invest in   a ny business activity a nywhere in the world that develops, manufactures or   markets prod ucts or services in the Compan y's Field of Business (as defined   below), or that develops or m an ufactu res any products, or performs any   services, that are otherwise competitive with the products or services of the   Company, or products or ser vices that the Compan y has under developm ent or   that were the subject of active plann ing during the last twelve (12) months   of my em ployment; provided that this wi ll not proh i bit any possible   investment in publicly traded stock of a compa ny representing less than one   percent of the stock of such compa ny. ln addition, during the Restricted   Period, I will not, directly or indirectl y, i n any manner, other than for   the benefit of the Com pa ny, (a) call upon, solicit, d i vert or take away   an y of the customers, business or prospective custom ers of the Company or   any of its suppliers, and /or (b) sol icit, entice or attempt to persuade any   other employee or consul tan t of the Company to leave the services of the   Compa ny for any reason . I acknow ledge and agree that if 1 v i olate an y   of the provisions of this Section 8, the running of the Restricted Period wi   ll be extended by the time during which I engage in such violation(s). For   purposes of this Section, the Company 's Field of Business wi ll mea n   research, discovery, design, manufacture, 10. Prior Agreements. I hereby   represent that, except as I have fu lly disclosed previously in writing to   the Compa ny, I am not bound by t he 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 refrai n from competing, d irectl y or ind i rectly, w   ith the business of such previous employer or any other party. l fu rther   represent that m y performance of all the terms of this Agreement as an em   ployee of the Company does not a nd w ill not breach any agreement to keep in   confidence proprietary information, knowledge or data acquired by me in   confidence or i n trust prior to my employment with the Company. I w ill not   disclose to the Compan y or induce the Company to use an y confidential or   proprietary information or materi al belonging to a ny prev ious em ployer or   others. 11 . Remedies Upon Breach . I understand that the restrictions contai   ned in th is Agreement a re necessary for the protection of the business a nd   goodwi ll of the Com pa ny and I consider them to be reasonable for such   purpose. Any breach of this Agreement is l i kel y to cause the Company   substantia l and irrevocable da mage and therefore, in the event of such   breach, the Company, in add ition to such other remedies wh ich may be avai   lable, w ill be entitled to specific performance and other injunctive relief.   12. Use of Voice, Image and Likeness. I give clinical development, seeking of   regulatory the Company permission to use my voice, image or likeness, with or   without using my name, for the purposes of advertisi ng and promoting the   Company, or for other purposes deemed appropriate by the Company in its   reasonable discretion, except to the extent expressl y prohibited by law.   approvals, m arketi ng and/or commerci alization of (i) anti bodies, (i i)   antigens or (iii) engineered protein-or amino acid-based agents for all uses   and indications in humans or animals that act th rough modulation (incl uding   either as agonists or a ntagonists) of the acti v ity of protein growth   factors belonging to the Transforming Growth Factor-superfamily. 1 3.   Publications a nd Public Statements. I w ill 9. Government Contracts. 1   acknowledge obtain the Company's written approval before publishing or   submitting for publ ication any material that relates to my work at the   Company and/or incorporates any Proprietary information. To ensu re that the   Company del ivers a consistent message abou t its products, services and   operations to the public, that the Com pan y may have from time to time   agreements with other persons or with the United States Governm en t or its   agencies which im pose obligations or restrictions on the Company regarding   inventions m ade during the cou rse of work under 


    




 










NON-COMPETITION,   NON-SOLICITATION, CONFIDENTIALITY AND ASSIGNMENT AGREEMENT and further in   recognition that even positive statements may have a detrimen ta l effect on   the Com pany in certain securities transactions and other contexts, any sta   tement about the Company w hich I create, publish or post during m y peri od   of employ ment and for six (6) mon ths thereafter, on an y media accessible   by the pu blic, including but n ot lim ited to electronic bulletin boards and   Internet­ based chat rooms, must first be reviewed a nd approved by an   officer of the Com pa ny before it is released in the public domain. of th is   Agreement to any prospective em ployer, partner or co-ven turer prior to   enteri ng i nto a business relationsh i p with such person or entity, and (i   i) notifY the Com pany of any such busi ness relationship. 1 8. Severa   bility.In case any provisions (or portions thereof) con tai ned in th is   Agreement wi ll, for an y reason, be held i n val id, illega l or   unenforceable i n a ny respect, such in val idity, illegality or u   nenforceabi lity will not affect the other prov isions of t his Agreement,   and th is Agreement wi ll be construed as if such in val id, i llegal or   unenforceable provision had never been con ta in ed 1 4. No Employment   Obligation. I u nderstand that this Agreem en t does not create an obligation   on the Company or a n y other person to continue my empl oym ent. I   acknowledge that, subject to the terms of the Letter Agreemen t to which th   is Agreemen t is attached as Exhi bit A, m y em ploymen t with the Com pany   is at w ill a nd therefore m ay be terminated by the Compa ny or me a t a ny   time and for an y reason . herein. If, moreover, any one or more of the   provisions con tained i n this Agreemen t will for a ny reason be held to be   excessivel y broad as to duration, geographical scope, acti vity or subject,   it will be construed by l imiti ng and red ucing it, so as to be enforceable   to the extent compati ble w ith the applicable law as it will then a ppea r.   1 9. Entire Agreement. This Agreem ent 1 5. Survival and Assignment by the   constitu tes the en ti re and on ly agreement between the Com pan y and me   respecting the subject matter hereof, and su persedes all prior agreements   and Compan y. I understand that my obl igations u nder this Agreement w ill   conti nue i n accordance w ith its express terms rega rd less of any changes   in m y title, position, duties, sa lary, compen sation or ben efits or other   term s and conditions of em pl oymen t. I further u nderstand that my   obligations under this Agreemen t will con tin ue following the term ination   of m y employ ment regard less of the ma nner of such termination and will be   binding upon my heirs, execu tors and administrators. The Compa ny will   understandings, oralor wr itten,between u s concern i ng such subject matter.   No modification, amendm ent, waiver or termi nation of th is Agreement or of   a ny prov ision hereof w i ll be binding u n less made in writing and signed   by a n a uthorized officer of the Compan y. Fail ure of the Com pany to i   nsist upon strict comp liance with any of the terms, covenan ts or cond   itions hereof w i ll not be deemed a wai ver of such terms, covenan ts or   cond itions. 20. Interpretation. This Agreement w il l be deem ed to be m ade   and en tered into i n t he Common wealth of Massach usetts, and w ill i n all   respects be interpreted, enforced and governed under the laws of the Common   weal th of Massach usetts. I hereby agree to consent to personal jurisdiction   of the state a nd federa l courts situated w ithin Suffol k Coun ty, Massach   usetts for purposes of enforci ng th is Agreemen t, and waive any objection   that I might have to personal jurisd iction or venue in those cou rts. As   used in t h is Agreement, "includ i ng" means "including but   not l im ited to". have the right to assign Affili ates, successors and   consen t to be bound by th is Agreement to its assigns. I expressl y the prov   isions of this Agreem ent for the benefit of th e Company or an y paren t, su   bsidiary or Affiliate to whose employ I may be tra nsferred Agreem ent be   transfer. withou t the necessity that th is re-execu ted at the ti me of such   16. Exit Intuview. If and when I depart from the Company, I may be requi red   to attend an exit interview and sign an "Em ployee Exit Acknow ledgemen   t" to reaffirm m y acceptance a nd acknow ledgement of the obligations   set forth in this Agreement. For twelve (12) m onths foll ow ing termination   of m y empl oym ent, I will notifY the Compan y of any change in m y add ress   and of each su bseq uent employment or busi ness acti v ity, i ncludi ng the   na me and address of my em ployer or other post-Compa n y employment plans   and the nature of m y acti v iti es. 17. Disclosure dul"ing the Restricted   Period. Du ring the Restri cted Period, I will (i) provide a copy 


    




 










NON-COMPETITION,NON-SOLICITATION,CONFIDENTIALITY   AND ASSIGNMENT AGREEMENT I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT   RIGHTS. BY SIGNING BELOW, I CERTIFY THAT 1 HAVE READ THIS AGREEMENT CAREFULLY   AND AM SATISFIED THAT I UNDERSTAN D IT COMPLETELY. n fN WLTNESS WHEREO F, the   undersigned has executed this Agreement as a sea led instrum ent as of the   tde set forth below.az S1gned: ---d EianY.fi 


    




 










NON-COMPETITION,   NON-SOLI CITATION, CONFIDENTIALITY AND ASSI GN MENT AGREEMENT APPENDJX A To:   From : Date: Schola r Rock, Inc. Elan Z. Ezickson f"tJq ( &'r J...v   I<j SUBJECT: Prior fnventions The following i s a complete list of all   inventions or improvements relevant to the subject matter of my em ployment   by the Compan y that have been made or concei ved or first reduced to   practice by me alone or jointly w ith others prior to my engagement by the   Company: No in ventions or im provements See below: !)tl 0 0 Add i tional   sheets attached The following is a list of all patents and patent applications   in wh ich I have been named as an inventor: :!8:, 0 None See below: