EX-10.7






 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  

 Exhibit 10.7 
 



 
 Biopharma Services Agreement 

[**] MCB & WCB manufacturing & release 

 

							
	                Date:	 		  	Sunday, June 05, 2016	  	
				
		 		  		  	


  
 1 


  














 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  


							
	 NOVASEP General Information
	  	 	3	 
		
	 NOVASEP-Biopharma CMO capacities & equipment
	  	 	4	 
		
	 Fill & Finish Capacities:
	  	 	5	 
		
	 Services Agreement
	  	 	6	 
		
	 Part 1: Definitions
	  	 	7	 
		
	 Part 2: Scope of the Work
	  	 	9	 
	 1.
	 	 Introduction & Inquiry
	  	 	10	 
	 2.
	 	 Locations
	  	 	10	 
	 3.
	 	 Project and technical team
	  	 	10	 
	 4.
	 	 Project Management
	  	 	10	 
	 5.
	 	 Prerequisites
	  	 	10	 
	 6.
	 	 Summary of the work
	  	 	11	 
	 7.
	 	 Detailed description of the work packages
	  	 	11	 
		
	 Part 3: Price of the Work and Payment conditions
	  	 	13	 
	 1.
	 	 Price
	  	 	13	 
	 2.
	 	 Validity
	  	 	13	 
	 3.
	 	 Applicable Incoterm
	  	 	13	 
	 4.
	 	 Payment Conditions
	  	 	14	 
	 5.
	 	 Payment terms
	  	 	14	 
	 6.
	 	 NOVASEP’s Bank Account
	  	 	14	 
		
	 Part 4: Legal Terms
	  	 	15	 
	 1
	 	 Integral Parts of this Agreement
	  	 	15	 
	 2
	 	 Work
	  	 	15	 
	 3
	 	 NOVASEP’s undertakings
	  	 	15	 
	 4
	 	 CUSTOMER’s obligations and Supplies
	  	 	16	 
	 5
	 	 Intellectual Property Rights
	  	 	17	 
	 6
	 	 Future Cooperation
	  			
	 7
	 	 Confidentiality
	  	 	18	 
	 8
	 	 Fees and expenses
	  	 	19	 
	 9
	 	 Term and Termination
	  	 	19	 
	 10
	 	 Effect of Termination
	  	 	19	 
	 11
	 	 Liability
	  	 	20	 
	 12
	 	 Applicable Law - Litigations
	  	 	20	 
	 13
	 	 Force Majeure
	  	 	20	 
	 14
	 	 General
	  	 	21	 


  
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 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  

 NOVASEP General Information 

 
  
  

	
	 NOVASEP provides bioprocess development and contract manufacturing services for most types of biologics, from
pre-clinical supply to commercial manufacturing.
  

Our contract development and manufacturing strategy is made up of flexible modules covering the entire process chain from cell line development to formulation
and fill & finish of your drug products.
  
 Our mission is to bring process
and product innovation to bioprocessing in order to support you in the development of your biomolecules from preclinical to commercial batches in the most efficient way.
  

We are able to provide turnkey services from gene to clinical product, including all banking; USP-DSP development; scale-up; formulation and fill & finish; QC development, validation and final release for clinical trials.
  

We work from your process or develop one from scratch, always sharing with you the know how, vision and realistic expectations More than 15 years’
experience and 200 projects have made this rare and recognized added value possible.
  

Our difference is the integration of our advanced technologies into bioprocessing and our ability to bring them to optimal performance through our process
development capabilities. Then, depending on your manufacturing strategy, you are free to choose between in-sourcing our downstream processing technologies or
out-sourcing production with us... or both!
  

Your benefits are numerous:
  

•   Our experience with a broad range of expression systems as well as upstream and downstream
technologies;
  
 •   An
experienced CMO partner who is both an end-user and a provider of purification technologies;
  

•   A unique organization capable of designing your process, as well as engineering, building,
validating and operating the bio-manufacturing plant for your biologics;
  

•   A complete staff dedicated to your process development;

 
 •   Great flexibility to
match your timelines and contract management, and an ability to cope with quick process change needs, which are frequent in bioprocess development


 NOVASEP offers you a unique combination of services and advanced technologies for producing and purifying your
biopharmaceuticals, from laboratory to industrial scale: 
  

	•	 	 Outsourcing solutions: contract manufacturing services, from master cell bank to aseptic
formulation, fill & finish and released drug product. 



  
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 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  


	•	 	 In-sourcing solutions, for biologics manufacturing:
including our chromatography (Prochrom® biochromatography column) and Tangential Flow Filtration (TFF) solutions (TangenX membranes, reusable and Sius single-use cassettes and TFF systems),
from lab to industrial scale 


 NOVASEP-Biopharma CMO capacities & equipment 

 
 NOVASEP offers capacities for biopharmaceuticals in
Belgium and in France. 
 The three facilities are part of NOVASEP Biopharma Business Unit and are offering capacities for Research & Development,
USP cGMP productions (Belgium only), DSP cGMP production and F&F (Belgium only). 
  

					
	



	 	



	 	




			
	Belgium - Gosselies	 	Belgium - Seneffe	 	France - Pompey
			
	R&D Labs	 	R&D Labs	 	R&D Labs
			
	USP	 	USP	 	
			
	DSP	 	DSP	 	DSP
			
	F&F	 	F&F	 	
			
	BSL 1-3	 	BSL 1-2	 	BSL1

 The following industrial scenarios are implemented for the production in cell culture: 

 

			
	Reusable Bioreactors:	 	Disposable/Single-use Bioreactors (SUB):
		 
	R&D – 2L* Applikon glass bioreactors	 	R&D/GMP – SUB 50L* BioStat STR Cultibag Sartorius
		 
	R&D/GMP – 10L* Applikon glass bioreactors	 	R&D/GMP – SUB 200L* BioStat STR Cultibag Sartorius
		 
	R&D – 60L* Applikon Stainless Steel bioreactor	 	GMP 1,000L* - SUB BioStat STR CultiBag Sartorius
		 
	GMP – 20L/80L/250L* - Guerin Stainless Steel train of bioreactors	 	

  

	*	 Volumes are expressed as working volumes 



The following equipments are available for the production of protein by micro-organisms (fermentation): 

 

	 	•	 	 4* 2L* (Sartorius) 



  
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 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  


	 	•	 	 1* 12L* (NewBrunswick) 



 

	 	•	 	 1* 100L* (Sartorius) 


  

	 	•	 	 High Pressure homogenizers: Panda and Panther systems (Niro Soavi) 



 

	 	•	 	 Numerous incubators for culture in shake-flasks 



 

	 	•	 	 Culture harvest either by centrifugation and/or tangential flow filtration (hollow fibers) 



 

	*	 Volumes are expressed as working volumes. 



Fill & Finish Capacities: 
  

 

			
	 Formulation & Fill & Finish
  

•  Development of aseptic processes

 
 •  Filtration

 
 •  Vialing processes

 
 •  Finish

 
 •  Visual inspection

 
 •  Clinical labelling

 
 •  Secondary/tertiary
packaging
  
 •  Flash
freezing
  
 •  Final storage at
all temperatures
  
 F&F Capacities

 
 •  For non-viable and viable products until BSL3
  

•  Sterile filtration of bulk product

 
 •  Gosselies: up to 10L bulk (up
to 550 vials, up to 2.5 mL/vial)
  

•  Seneffe: up to 50L bulk (up to 1500 vials/H, up to 100 mL/vial)

 
 •  Automated liquid filling
machine FPC50 (Seneffe)
  

•  High recovery rates
  

•  Disposable product-contact surfaces

 
 •  cGMP Aseptic filling of vials
(manual and automatic)
  

•  Clean room background class B
	  	

  

			
		 	 •   Operation in a grade A filling area (RABS or LAF)

 
 •  MFT 19 batch sizes up to
4,000 3 mL-glass vials and 12L bulk volume
  

•  MFT 20 batch size 2,500 20 mL-glass vials and 50 L bulk
volume
  
 •  MFT 06 batch size
550 3ml-glass vials and 10L bulk volume
  

•   Wide range of filling parameters and container closure configurations

 
 •  2 mL to 100 mL vials

•  0.1 mL to 100 mL fill volume

 
 •   Validation of aseptic
fills (> 20 MFT)
  

•   Media fills performed with product-specific components

 
 •   Container-closure
studies.



  
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 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  

 This services agreement, hereafter referred to as the “Agreement”, is entered into on
             2016 (the “Effective Date”), by and between 
 FREELINE
THERAPEUTICS, a corporation having its company registered in England under number 9500073, having its registered address at 215 Euston Road, London, NW1 2BE and its principal place of business at at Freeline Therapeutics Limited, UCL Royal Free
Medical School, Pond Street • London • NW3 2QG, The UK. 
 hereafter referred to as “FREELINE THERAPEUTICS” or
“CUSTOMER”, 
 and 
 Henogen SA
(a subsidiary of the NOVASEP group), a Belgian corporation having its registered address at 12 rue des Professeurs Jeener et Brachet, B-6041 Gosselies, BELGIUM, 

hereafter referred as “NOVASEP”. 
 CUSTOMER and
NOVASEP will be hereafter be referred to separately as “the Party” and jointly as “the Parties”. 
 WHEREAS: 

(i)    FREELINE THERAPEUTICS wishes to engage NOVASEP to conduct Work to manufacture a MCB and WCB from a [**] (“the Product”),

 (ii)    NOVASEP has the professional skills and knowledge to perform such Work on the terms and conditions set forth herein; in
particular NOVASEP is an expert in cell culture, fermentation, synthesis, purification (including chromatography), sterile filtration and aseptic fill & finish processes; 

  
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 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  

 NOW THEREFORE, in consideration of the premises and of the mutual promises and covenants herein
contained, the adequacy of which is acknowledged by each of the Parties, the Parties hereto agree as follows: 
 Part 1: Definitions 

 
 In this Agreement, unless the context otherwise
requires, the following expressions shall have the following meanings: 
 “Affiliates” means any company, corporation, firm, partnership or
other entity which is directly or indirectly controlled by, or under the same control of any of the Parties, where control means the power, direct or indirect, to direct or cause the direction of the management and policies of such entity, whether
by contract, through the by-laws of the aforementioned entities or otherwise; 
 “Agreement” means
the present Agreement and all its Appendix(es); 
 “Confidential Information” means any and all commercial and technical information,
including but not limited to documents, strategies, methods, procedures, know-how, trade secrets, pre-clinical and clinical test-data, or technical or marketing information regardless of method of storage, and
copies thereof, disclosed by one Party (“the Disclosing Party”) to the other Party (“the Receiving Party”) pursuant to this Agreement and shall also include: 

 

	 	(a)	 Customer Data, CUSTOMER’s products, and CUSTOMER’s manufacturing/production process or methods, which
shall be deemed to be Confidential Information of CUSTOMER; and 


  

	 	(b)	 Information regarding NOVASEP’s manufacturing/production process or methods, which shall be deemed to be
Confidential Information of NOVASEP. 


 “Customer Data” means all data, Confidential Information, methods, substances,
samples and Materials provided to NOVASEP by CUSTOMER pursuant to this Agreement; 
 “Effective Date” means the date mentioned on top of
the first page of this Agreement; 
 “Facility” shall mean NOVASEP’s development and manufacturing facility(ies) where the Work will
be carried out, as agreed between the parties; 
 “Force Majeure” has the meaning given in Section 13 of Part 4 of this
Agreement; 
 “Intellectual Property Rights” has the meaning given in Section 5.1 of Part 4 of this Agreement; 

“Materials” means materials, raw materials, compounds or intermediates supplied by CUSTOMER to NOVASEP under this Agreement; 

“NOVASEP Background Intellectual Property” has the meaning given in Section 5.1 of Part 4 of this Agreement; 

“Product” means the MCB and the WCB produced from a source [**] by FREELINE and supplied by NOVASEP as described in the present Agreement;

 “Results” has the meaning given in Section 5.1 of this Agreement; 

“Work” means the development work and services to be conducted by NOVASEP pursuant to this Agreement and as more particularly described in
the Part 2; the Work will be divided in different stages (each a “Work Package”), as more precisely defined in Part 2 of this Agreement; 

  
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 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  

 “Written” or “in writing” form means either paper hardcopy or facsimile
signed by both Parties or mail confirmed by both Parties. 

  
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 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  

 Part 2: Scope of the Work 

 
 [**] MCB & WCB
manufacturing & release 
  

			
	            Prepared for:	  	 [**]
 Chief Development Officer

Freeline Therapeutics Limited
 UCL Royal Free Medical School

Pond Street • London • NW3 2QG

		  	 



 [**]
 [**]

		
	            Prepared by:	  	 [**]
 Strategic Project
Director

		  	



 [**]
		  	[**]
		
		  	 [**]
 CMO Business Development





 [**]
 [**]

		
		  	 Henogen SA - NOVASEP Belgium
 12 rue
des Professeurs Jeener et Brachet,
 6041, Gosselies,

BELGIUM

		
	            Sales Contact	  	 [**]
 Area Sales Manager

		  	 



 [**]
 [**]



  
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 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  


	1.	 Introduction & Inquiry 



Linked with the objective to produce [**] using transiently transfected [**], FREELINE THERAPEUTICS is looking for the manufacturing and release of a Master
Cell Bank (MCB) and a Working Cell Bank (WCB) of [**] in accordance with ICH, EMA and FDA guidelines and with European and US pharmacopoeias (EP/USP) 
  

	2.	 Locations 



The Work will be performed by NOVASEP in its facilities in Gosselies and Seneffe (Belgium). The production facilities will be operated by NOVASEP in compliance
with current GMP rules with respect to the Clinical Batches and all applicable laws. 
  

	3.	 Project and technical team 



 

			
	 Name
	  	 Department

	[**]	  	Director, Strategic Projects
		
	[**]	  	Research & Development
		
	[**]	  	Production
		
	[**]	  	Quality Control
		
	[**]	  	Quality Assurance
		
	[**]	  	Qualified Person
		
	 [**]
  

[**]
	  	 CMO Biopharma Market
  

Area Sales Manager


 NOVASEP’s representative [**] will be FREELINE THERAPEUTIC’s main point of contact for all commercial as well as
technical questions related to this Agreement until the project proposal agreed and purchase order (PO) received from CUSTOMER. Once a project is started, the allocated Project Manager will take over for all aspects related to the operational level.

  

	4.	 Project Management 



At NOVASEP, we have recognised over the years that successfully managed projects increase productivity, yield a greater return on investment, increase profits,
and improve customer service. 
 Moreover, NOVASEP considers that communication between NOVASEP and each customer is key to align strategies, share and
assess risks, manage changes, especially in the field of new products. 
 NOVASEP will assign a Project Manager to this project who will be the main contact
for both internally and externally. To maintain a close working relationship, periodic project meetings will be scheduled. During these meetings, progress of the project will be reviewed and both Parties will make sure that they are aligned to a
common set of goals. 
  

	5.	 Prerequisites 



FREELINE THERAPEUTICS will provide a series of vials of [**] including requested documentation [**] allowing their introduction into NOVASEP’s cGMP
facility. 

  
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 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  


	6.	 Summary of the work 



 

					
	WP	 	Description	  	Approx. duration
	WP 1.	 	Master & Working Cell Bank manufacturing and release	  	4-5 months

  

	7.	 Detailed description of the work packages 



1.    Work package 1. Master Cell Bank & Working Cell Bank manufacturing and release 

WP 1.1. Production of a Master Cell Bank (MCB) 

A MCB will be produced in the GMP facilities starting from a vial of [**] to which FREELINE THERAPEUTICS has access. 

The MCB will be produced in adherence (static mode) to allow the production of [**] containing [**] cell/ml ± [**] with a viability [**] 

The following in-house analytical testing will be performed on the MCB under the responsibility of NOVASEP. 

 

					
	 Process testing
	  	 Method
	  	 Specification

	Sterility	  	[**]	  	Absence of growth
	Appearance	  	[**]	  	For example (Turbid, yellowish liquid)
	Cell Viability	  	 [**]
	  	For example (3 60% at thawing step)
	Total cell count	  	[**]	  	For example (3 1.5 107cells/vial)
	Growth recovery	  	[**]	  	i.e. Cell doubling time £ 50h; Viability 3 80% at 2nd passage after thawing

 The following outsourced QC will be done under the responsibility of the subcontractor (**). Additional outsourced QC testing
would be performed upon FREELINE THERAPEUTICS request. 
  

					
	 Process testing
	  	 Method
	  	 Specification

	Cell identity DNA Fingerprint To include Large T antigen	  	To be defined	  	[**]
	Mycoplasma: Direct & Indirect	  	To be defined	  	No evidence of Mycoplasma
	Retrovirus detection	  	Co-cultivation assay with [**] 5 passages and F-PERT end point	  	Absence of retrovirus
	Karyotype	  	EP5.2.3	  	Diploid cells
	Morphological characteristics and growth characteristics	  	Optical and electron microscope	  	TBD
	Mycobacteria	  	To be defined	  	No evidence of Mycobacteria
	Transmission electron microscopy	  	Preparation and examination of 200 median cell profiles by TEM	  	Absence of virus
	 In Vitro AA [**]
  
	  	To be defined	  	No evidence of cytopathic effect or haemadsorption
	In Vivo AA (adult mice, suckling mice, guinea pigs & embryonated eggs)	  	To be defined	  	No evidence of virus
	Reverse transcriptase activity (F-PERT) Detection of Human Viral Pathogens	  	To be defined	  	No retrotranscriptase activity
	Detection of bovine viruses (9 CFR)	  	To be defined	  	No bovine viruses
	Detection of porcine viruses (9 CFR)*	  	To be defined	  	No porcine viruses
			
	Detection of porcine Circovirus 1 & 2*	  	To be defined	  	No porcine Circovirus 1 & 2
	Detection of Enterovirus	  	To be defined	  	Absence of Enterovirus
	Detection of human viruses: [**]	  	qPCR	  	No evidence of virus


  
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 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  


	*	 If porcine trypsin was used in the bank production performed by ATCC. ** If the
sub-contractor of the assay requested by FREELINE THERAPEUTICS is not qualified yet by NOVASEP, an extra cost will be requested to FREELINE THERAPEUTICS in order to perform a documentary audit or on site audit
of the sub-contractor. 


 Duration: approx 4 months, including release and production report. 

Deliverables: approx [**] executed Batch Records, signed CoAs 

WP 1.2. Production of a Working Cell Bank (WCB) 

A WCB will be produced in the GMP facilities starting from [**] produced in WP1.1. 

The process will allow the production of [**] and each vial will contain [**] with a viability [**] The process will be performed at the same scale as for the
production scheme defined at step WP1.1. 
 The following in-house analytical testing will be performed on the WCB
under the responsibility of NOVASEP. 
  

					
	 Process testing
	 	 Method
	 	 Specification

	Sterility	 	[**]	 	Absence of growth
	Appearance	 	[**]	 	For example (Turbid, yellowish liquid)
	Cell Viability	 	[**]	 	For example (3 60% at thawing step)
	Total cell count	 	[**]	 	For example (3 15 107cells/vial)
	Growth recovery	 	[**]	 	i.e. Cell doubling time £ 50h and viability 3 80% at 2nd passage after thawing

 The following outsourced QC will be done under the responsibility of the subcontractor (*). Additional outsourced QC testing
would be performed upon FREELINE THERAPEUTICS request. 
  

					
	 Process testing
	 	 Method
	  	 Specification

	Cell identity DNA Fingerprint To include large T antigen	 	To be defined	  	[**]
	Mycoplasma Direct & Indirect	 	To be defined	  	No evidence of Mycoplasma
	In Vitro AA [**]	 	To be defined	  	No evidence of cytopathic effect or haemadsorption

  

	*	 If the sub-contractor of the assay requested by FREELINE THERAPEUTICS
is not qualified yet by NOVASEP, an extra cost will be requested to FREELINE THERAPEUTICS in order to perform a documentary audit or on site audit of the sub-contractor. 



Duration: approx 4 months, including release and production report. 

Deliverables: approx approx, [**] executed Batch Records, signed CoAs 

  
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 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  

 Part 3: Price of the Work and Payment conditions 

 
  

	1.	 Price 



The price for the Work (in EURO) described above is as follows: 
  

					
	 WP
	  	 Description
	  	 Price

	WP 1.	  	Master & Working Cell Bank manufacturing and release	  	[**]
	External Costs	  		  	[**]
		  		  	 TOTAL BUDGET: [**]


 External Costs 
 Raw
materials, consumables, disposables and reagents linked to the process (e.g. culture media, chromatographic resins, membranes, filters, ...) and outsourced QC testing are defined as external costs and are included in the above budget. External costs
have been firstly estimated at [**] 
 In case these costs exceed the said amount, NOVASEP will invoice FREELINE THERAPEUTICS for these additional costs
with [**] overhead. 
 Should the External Costs amount effectively borne by NOVASEP at the expiration/termination date of this Agreement be less than the
above mentioned estimated External Costs, the Parties hereby agree that the difference shall be credited to FREELINE THERAPEUTICS. 
 Transport/shipment is
not included in the present offer and will be re-invoiced with [**] 
 The [**] only includes NVS administration
fees related to outsourcing management (accounting, organization & contract with subcontractors). 
 Costs of storage or destruction of any
product, intermediate or unused raw material are not included in the prices specified in this Part 3 Such costs, if any, will therefore be charged by NOVASEP to FREELINE THERAPEUITCS in addition to these prices. Any exceeding storage of raw
materials or Products in relation with a change of initial agreed delivery date of postponement or cancellation of any Work Package by FREELINE THERAPEUTICS will be charged by NOVASEP to FREELINE THERAPEUTICS in addition to the prices defined in
this Part 3. 
  

	2.	 Validity 



The offer included in this Agreement is valid thirty (30) days after date of receipt. 

 

	3.	 Applicable Incoterm 



The deliveries are quoted FCA NOVASEP Facility in Belgium (Incoterm 2010 of the ICC), the transport and insurance stay at the customer cost 

Should NOVASEP provide assistance to CUSTOMER for the organization of the shipment of the Product / Deliverables and/or choose the shipping agents and
companies on behalf of CUSTOMER, the transfer of risks for those Product / Deliverables from NOVASEP to CUSTOMER shall anyway occur in accordance with the agreed Incoterm 2010 of the ICC, i.e. NOVASEP will NOT be responsible or liable for the
damages or loss that could occur on the Product / Deliverables during transportation. 

  
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 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  


	4.	 Payment Conditions 



CUSTOMER agrees to make payments of the price set out in Section 1 of this Part 3 [**] against invoices, as set out in Section 5 of Part 3, upon the
following installments: 
  

					
	 #
	 	 Payment terms
	  	%
	 1
	 	Upon signature of the Agreement	  	[**]
	 2
	 	Upon release of MCB	  	[**]
	 3
	 	At starting the preparation of the WCB manufacturing	  	[**]
	 4
	 	Upon release of the WCB	  	[**]

  

	5.	 Payment terms 



First payment (at signature): upon invoice reception, (                ) by
bank transfer, non-refundable. 
 Other payments: 30 days net date of invoice
(                    ), by bank transfer. 
 In case of
late payments, NOVASEP will be entitled to invoice a penalty up to [**] the global price per week of delay to CUSTOMER. 
  

	6.	 NOVASEP’s Bank Account 



HENOGEN S.A 
 rue des Professeurs Jeener et Brachet 12 

6041 Gosselies 
 Belgium 

TVA: [**] 
 Bank name: [**] 

IBAN: [**] 
 BIC/SWIFT: [**] 

  
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 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  

 Part 4: Legal Terms 

 
  

	1	 Integral Parts of this Agreement 



The present Agreement contains 4 parts, which are an integral part thereof: 
  

	 	•	 	 Part 1: Definition 


  

	 	•	 	 Part 2: Scope of the Work; 



 

	 	•	 	 Part 3: Price of the Work and Payment Conditions 



 

	 	•	 	 Part 4: Legal Terms 


  

	2	 Work 



2.1    Scope of Work. CUSTOMER hereby engages NOVASEP to conduct the Work and NOVASEP hereby agrees to provide the Work for CUSTOMER
in accordance with this Agreement, at the rates or for all sums set out in Part 3 and otherwise upon these terms and conditions. Any services not expressly described as being included in the Work as set forth in Part 2 will be
considered to be outside NOVASEP’s scope of Work and will be charged to CUSTOMER at NOVASEP’s then applicable rates, provided that Novasep has notified CUSTOMER that such services are outside NOVASEP’s scope of Work and CUSTOMER has
given its prior written consent to Novasep carrying out such services. 
 2.2    Change of scope. Any change of scope by CUSTOMER
shall be subject to a written agreement of both Parties, such agreement including revised timelines, prices, specifications, quality and/or HSE requirements. Should CUSTOMER ask for a change in the agreed packaging of the Product, or in the agreed
batch size(s), or in the agreed size of vials NOVASEP will notify CUSTOMER of any costs or expenses resulting therefrom, including additional manufacturing, handling, sampling, packaging or storage costs or expenses and if CUSTOMER requests NOVASEP
to proceed with such change, such costs and expenses will be borne by CUSTOMER. 
 2.3    Storage and destruction costs. Cost of
destruction of any product, intermediate or unused raw material are not included in the prices specified in Part 3 Such costs, if any, will therefore be charged by NOVASEP to CUSTOMER in addition to these prices. Any exceeding storage of raw
materials or Products in relation with a change of initial agreed delivery date of postponement or cancellation of services by CUSTOMER will be charged by NOVASEP to CUSTOMER. 

2.4    Equipment. Should NOVASEP purchase specific equipment, softwares, systems and devices in connection with the performance of
the Work, such items shall, unless otherwise expressly agreed between the Parties, be owned by NOVASEP. 
 2.5    Use of CUSTOMER
Data and Materials. CUSTOMER hereby authorizes NOVASEP and its employees to use the customer Data and the Materials to the extent necessary to perform the Work. NOVASEP acknowledges and recognizes that no other right or license to use in any way
the customer Data or the Materials is granted hereunder, by implication or otherwise. 
 2.6    The Parties shall collaborate in good
faith and in transparency for the proper performance of the Work. 
  

	3	 NOVASEP’s undertakings 



3.1    NOVASEP warrants and undertakes to CUSTOMER (i) that the Work will be conducted in a professional manner with professional
skill and care and (ii) that NOVASEP will use its good faith efforts to perform the Work in accordance with the indicative time schedules set out in the Part 2 and in accordance with the terms of this Agreement. It is acknowledged
between the Parties that since the Work is of developmental nature, there can be no guarantee that the Work will be successfully completed, or that the Product and/or the deliverables will be in full conformity with the Product’s
specifications, or that the Work will be completed within a specified time frame, despite NOVASEP’s good faith efforts to do so. In the event that the Product fails to meet specifications due to operator error, equipment/building failure or
other issue in Novasep’s control then Novasep will repeat the work at its cost to deliver the Product with reasonable efforts to minimize delay. 

  
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 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  

 3.2    Except as expressly otherwise stated in this Agreement, NOVASEP expressly excludes
and disclaims all other warranties (whether implied or express), including, without limitation: (i) any warranty of merchantability or (ii) any warranty of fitness of the Products and deliverables supplied under this Agreement for the
particular purpose for which CUSTOMER intends to use them. 
 3.3    Audit. Maximum once a year, CUSTOMER may conduct on site
compliance quality audits of NOVASEP to inspect areas, equipment and materials of the facility where the Work is performed, including procedures and data connected with the Work. NOVASEP shall receive prior reasonable notice of such audit at least
thirty (30) business days in advance, in order to make relevant staff available to attend the audit. Such audit shall take place during normal business hours. CUSTOMER shall use its reasonable endeavors not to cause any disruption to
NOVASEP’s business and activity in carrying out such audit. In the event the audit under this Section extends beyond two business days, NOVASEP will charge CUSTOMER a per diem rate of [**] which shall include reasonable access to NOVASEP’s
qualified and experienced employees. For the avoidance of doubt, such right of CUSTOMER does not include any right to inspect or audit NOVASEP’s financial data or accounting records. 

3.4    Other Services. If NOVASEP, at CUSTOMER’s request, provides assistance or services to CUSTOMER for the importation of
any raw materials, intermediates or substances, or for the exportation of the Product or any deliverable, such services will be invoiced by NOVASEP to CUSTOMER at a [**] 
  

	4	 CUSTOMER’s obligations and Supplies 



4.1    General obligation of CUSTOMER. As a general obligation, CUSTOMER shall perform the tasks assigned to it as defined in
this agreement. CUSTOMER shall also supply NOVASEP sufficiently in advance with such materials, information and documents as NOVASEP may reasonably request for the proper performance of its obligations hereunder, as more specifically
described in Part 2. CUSTOMER shall also take delivery of the Product manufactured by NOVASEP at NOVASEP’s facility within seven days following NOVASEP’s notice of readiness to the customer. 

4.2    Supply of Materials by CUSTOMER. If CUSTOMER has to supply Materials to NOVASEP according to this agreement, in
particular Part 2 or any other arrangement, then it is the responsibility of CUSTOMER to ensure that adequate quantities of such Materials are delivered on time and with appropriate quality to NOVASEP’s facility. Should the late arrival of
such Materials, or the quality of such Materials, negatively impact the performance of the Work or the indicative time schedule defined in Part 2, then NOVASEP shall not be liable for the consequences of such late delivery and CUSTOMER shall
compensate NOVASEP for any additional costs of laboratory services and facilities downtime provided that such facilities could not be reasonably reallocated by NOVASEP. 
  

	4.3	 CUSTOMER’s Warranties. 



a)    CUSTOMER hereby warrants and undertakes that any CUSTOMER Data, Materials and Product which NOVASEP is required by CUSTOMER to use,
access or modify is legally licensed to CUSTOMER or is CUSTOMER’s own property, and that as far as CUSTOMER is aware as at the date of signing of this Agreement, NOVASEP’s Work activities under this Agreement will not infringe the rights
of any third parties. 
 b)    CUSTOMER also warrants and represents to NOVASEP that the nature of the Materials and Product delivered
by or on behalf of the customer to NOVASEP will conform to all relevant legal requirements. 
 c)    In addition, CUSTOMER warrants and
represents to NOVASEP that the nature of the Materials and Product delivered by or on behalf of the customer to NOVASEP will be free of hazardous or toxic material unless clearly specified for known hazardous materials such as cytostatic/cytotoxic
materials. Material Safety Data Sheets and any specific safe material handling instructions applicable to the Materials and Product will be disclosed by CUSTOMER in advance to NOVASEP in writing and included with shipments. Before the beginning of
the Work, CUSTOMER shall supply NOVASEP free of charge with copies of all safety information relating to the Materials and Product. 

  
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 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  


	5	 Intellectual Property Rights 



5.1    The following definitions shall apply to this Agreement: 

“Intellectual Property Rights” means copyright, design right, database rights, trade marks (whether registered or unregistered), patents,
patent applications, registered designs rights and all other rights of a similar nature, subsisting anywhere in the world at any time. 
 “NOVASEP
Background Intellectual Property” means all inventions, information, processes, software, know-how, data, discoveries, reports, materials, techniques or methods, including Intellectual Property
Rights, which are in possession of NOVASEP prior to the date of the signing of this Agreement, or which is developed by NOVASEP in parallel with this Agreement without using any CUSTOMER Data in connection with this Agreement. 

“CUSTOMER Background Intellectual Property” means all inventions, information, processes, software,
know-how, data, discoveries, reports, materials, techniques or methods, including Intellectual Property Rights, which are in possession of CUSTOMER prior to the date of the signing of this Agreement, or which
is developed by CUSTOMER in parallel with this Agreement without using any Confidential Information of NOVASEP in connection with this Agreement. 

“Results” means any data, methods, substances and/or materials produced, developed by NOVASEP in the course of and relating to the Work
(whether individually, collectively or jointly with CUSTOMER), including, without limitation, NOVASEP’s development reports. 

5.2    NOVASEP Background Intellectual Property shall at all times remain the sole and exclusive property of NOVASEP. 

CUSTOMER Background Intellectual Property shall at all times remain the sole and exclusive property of CUSTOMER. 

Each Party hereby grants the other Party a worldwide, royalty-free, non-exclusive license, without the right to
sublicense, to use its Background Intellectual Property as necessary for the purpose of carrying out the Work, but for no other purpose. 

5.3    Subject to Section 5.4 below, all right, title and interest in and to the Results which are specific to the customer’s
Product, are the sole property of CUSTOMER, and all such rights shall pass to CUSTOMER upon receipt by NOVASEP of the full payment of the Work by CUSTOMER. 

NOVASEP shall, at CUSTOMER’s request and at CUSTOMER’s costs, perform all such activities and sign all documents deemed necessary by CUSTOMER to
enable CUSTOMER to obtain the rights described in this section 5.3. 
 5.4    All right, title and interest in and to the Results which
are not specific to the customer’s Product are the sole property of NOVASEP and all such rights shall pass to NOVASEP as soon as they are created. 

CUSTOMER shall, at NOVASEP’s request and at NOVASEP’s costs, perform all such activities and sign all documents deemed necessary by NOVASEP to
enable NOVASEP to obtain the rights described in this Section 5.4. 
 5.5    The Party who is the sole owner of a Result is free to
use its Result and may take such steps as it may decide from time to time, at its expense and sole discretion, to register and maintain any protection for that Result including filing and prosecuting patent applications for any Result, and taking
any action in respect of any alleged or actual infringement of its Intellectual Property Rights. Where any third party is involved in the Work, the Party engaging that third party will ensure that the third party assigns to it any Intellectual
Property they may have in the Results in order to be able to give effect to the provisions of this Section 5. 

5.6    Notwithstanding the foregoing, no patent application shall be filed by either Party regarding the Results without the prior written
information thereof of the other Party, including the patent draft or a translation thereof in French or English, at least four weeks prior to the contemplated patent filing date. The Party desiring to patent shall not unreasonably refuse or omit to
take into account any comments received from the other Party. 
 5.6    Each Party grants the other Party a worldwide, royalty free,
fully paid up, non-exclusive license, without the right to sub-license, to use its Results for the purpose of carrying out the Work. 

5.7    In case Product samples and/or batches are delivered by NOVASEP to CUSTOMER within the scope of this Agreement, such Product
samples and/or Product batches shall belong to the customer, which shall be free to use them. 

  
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 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  


	7	 Confidentiality 



7.1    The Receiving Party shall keep strictly confidential all Confidential Information of the Disclosing Party and shall not disclose the
same to a third party without prior written consent of the Disclosing Party. 
 7.2    The foregoing obligations of confidentiality
shall not apply to any portion of the Confidential Information of the Disclosing party that the Receiving Party can demonstrate by contemporaneous documentary evidence: 

(a)    was fully in its possession prior to receipt from the Disclosing Party; or 

(b)    was in the public domain at the time of receipt from the Disclosing Party; or 

(c)    became part of the public domain after the time of receipt from the Disclosing Party through no fault of the Receiving Party, or

 (d)    was lawfully received by the Receiving Party from a third party having a right of further disclosure and who did not, directly
or indirectly, receive such Confidential Information from the Disclosing Party; or 
 (e)    is required by law, regulation, rule, act,
or order of any governmental authority or agency to be disclosed by the Receiving Party, provided, however, that the Receiving Party gives the Disclosing Party sufficient advance written notice to permit the Disclosing Party to seek a protective
order or other similar order with respect to such Confidential Information and thereafter discloses only the minimum Confidential Information required to be disclosed in order to comply. 

Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the Receiving Party merely
because the Information is embraced by general disclosures in the public domain or in the possession of the Receiving Party. In addition, any combination of Confidential Information shall not be considered in the public domain or in the possession
of the Receiving Party merely because individual elements thereof are in the public domain or in the possession of the Receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving Party.

 7.3    Confidential Information shall not be used by the Receiving Party other than for the purpose of the work contemplated by this
Agreement. The Parties shall only disclose Confidential Information to employees who have a genuine need to access such information in order to fulfil the Parties’ obligations under this Agreement. 

7.4    The Receiving Party agrees that, at the other Party’s request, or upon expiration or termination of this Agreement (whatever
the reason), the Receiving Party shall forthwith return to the other Party any and all parts of the Confidential Information of the Disclosing Party provided in documentary form and will return or destroy any copies or other tangible embodiments
thereof made by the Receiving Party: except for one copy that may be retained in a secure file for compliance purposes only. 

7.5    For the purposes of this clause 6 but subject to section 5, the Results shall be treated as Confidential Information. 

7.6    Neither Party shall, without the prior written consent of the other Party, disclose to any third party the terms of this Agreement,
which shall be treated as Confidential Information. 
 7.7    These obligations of confidentiality and
non-use are valid during the period of this Agreement and for a period of [**] years after its termination. Each party agrees to indemnify the other from any loss suffered as a result of the violation of the
provisions in this clause 7. The Receiving Party shall be liable for any acts or omissions of any person to whom it has disclosed the Confidential Information of the Disclosing Party, which, if effected by a Party to this Agreement, would constitute
a breach of this Agreement. 

  
 18 


  














 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  


	8	 Fees and expenses 



8.1    CUSTOMER shall pay NOVASEP all sums as specified in Part 3. Unless otherwise agreed, all prices of NOVASEP are lump sum
amounts. Such prices are for delivery of FCA NOVASEP’s plant (Incoterms 2010 of the ICC). Payment on signature of this Agreement made by CUSTOMER in accordance with Part 3 will be considered
non-refundable. 
 8.2    Unless otherwise agreed between the Parties, CUSTOMER shall pay all
applicable taxes, duties and charges, if any, including taxes, duties and charges for transportation, insurance, shipping, storage and custom clearance of the Product and the deliverables. CUSTOMER shall obtain at its own expense any export and
import license or other official authorization and carry out all customs formalities necessary for the exportation and/or importation of the deliverables. 

8.3    NOVASEP shall issue invoices to CUSTOMER in respect of its fees, charges and expenses in accordance with the payment terms defined
in Part 3. 
 8.4    The performance of the Work by NOVASEP may be subject to change in laws and regulations, in particular
(but not only) as a result of the application of the European REACH regulation (1907/2006). For any change in legislation which results in additional costs for Novasep, these costs will be borne by CUSTOMER, after prior notice by NOVASEP informing
CUSTOMER about the change in regulation and the additional costs resulting therefrom and after obtaining CUSTOMER’s written agreement. 
  

	9	 Term and Termination 



9.1    This Agreement shall commence on the Effective Date, and shall continue (subject to earlier termination in accordance with this
Agreement) in accordance with the indicative time frame set forth in Part 2, and expire when the Work is completed, unless otherwise agreed between the Parties. 

9.2    Either Party may terminate this Agreement if the other is in material breach of this Agreement provided that such breach (where
capable of remedy) has not been remedied within sixty (60) days of receipt of written notice from the terminating Party specifying the breach. 

9.3    In addition to this, CUSTOMER may terminate this Agreement for convenience with a prior written notice of [**] 

 

	10	 Effect of Termination 



10.1    On the termination or expiration of this Agreement, CUSTOMER shall in accordance with this Agreement pay NOVASEP for all
unpaid fees and expenses accrued up to the date of termination or expiration, and NOVASEP shall notwithstanding return all CUSTOMER Data to CUSTOMER forthwith, including any quantity of Product already manufactured by NOVASEP. 

10.2    On the termination of this Agreement due to material breach from a Party, the other Party is entitled to compensation or
reimbursement of fees and expenses paid under this Agreement NOVASEP shall upon termination of this Agreement (whatever the reason) return all CUSTOMER Data to CUSTOMER forthwith, save for one copy which may retained by NOVASEP for the sole purpose
of monitoring its confidentiality undertaking as defined in this Agreement. 
 10.3    If the Agreement has been terminated by CUSTOMER
for convenience in accordance with Section 9.3 above, CUSTOMER shall pay to NOVASEP for [**] CUSTOMER shall pay to NOVASEP a termination fee corresponding to [**] due for all the work described Part 2 of the Agreement For the avoidance of
doubt, the total amounts to be paid by CUSTOMER to NOVASEP under this Section 9.3 shall not exceed [**] 

  
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 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  


	11	 Liability 



11.1    Each Party shall indemnify the other and hold the other harmless from and against any and all (i) liability for death, illness
or injury to any third party; (ii) for loss or damage to any third party’s property; and (iii) against all claims, demands, proceedings and causes of action resulting directly or indirectly therefrom, arising out of each Party’s
activities, negligence or wrongful act in the performance of the Work. Where a Party (the “Indemnitee”) seeks indemnification from the other Party (the “Indemnitor”) under this Agreement, the Indemnitee shall provide prompt
written notice to the Indemnitor of the assertion or commencement of the relevant claim. The Indemnitor shall have the right to assume the defense of any such claim and shall not be liable for settlement of any claim effected without its written
consent. The Indemnitee shall: (a) provide all assistance and information reasonably required by the Indemnitor; (b) not make any admission of liability, conclude any agreement in relation to such liability or make any compromise with any
person, body or authority in relation to such liability without the prior written consent of the Indemnitor; and (c) have the right to participate in (but not control) the defense of a claim and to retain their own counsel in connection with
such claim at their own expense. 
 11.2    NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER
FOR INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSSES OF PROFITS), WHETHER IN CONTRACT OR IN TORT, ARISING OUT OF ANY TERMS OR CONDITIONS IN THIS AGREEMENT OR WITH RESPECT TO THE PERFORMANCE THERETO, EXCEPT IN CASE OF GROSS
NEGLIGENCE OR WILFUL MISCONDUCT. 
 11.3    NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE LIABILITY OF NOVASEP ARISING OUT OF ANY
TERMS OR CONDITIONS IN THIS AGREEMENT OR WITH RESPECT TO THE PERFORMANCE THERETO SHALL BE IN ANY CASE LIMITED TO [**] 

11.4    Notwithstanding any other provision of this agreement, neither party’s liability under or in connection with this
agreement shall be excluded or reduced to the extent that it arises in respect of the following matters: 
  

	 	(a)	 for death or personal injury; 



 

	 	(b)	 for fraud or fraudulent misrepresentation; 



 

	 	(c)	 for breach of Section 7 (Confidentiality). 



 

	12	 Applicable Law - Litigations 



12.1    This Agreement shall be entirely and exclusively interpreted and enforced in accordance with the laws of Belgium. 

12.2    In case of disputes between the Parties arising from the enforcement and/or the interpretation of the Agreement, the Parties shall
try to settle amicably and rapidly such dispute. It is expressly agreed between the Parties that if no settlement can be found between them within a reasonable period of time, and in any case no later than two (2) months following the receipt
by one Party of the written claim of the other Party, any disputes shall be brought in the Courts of Brussels, Belgium, which shall have exclusive jurisdiction. 
  

	13	 Force Majeure 



13.1    In this Agreement, Force Majeure means in relation to either Party, any circumstances beyond the reasonable control of that Party,
preventing or delaying the performance by such Party of its obligations under this Agreement; 
 13.2    The following events are
notably (but not exclusively) considered as events of Force Majeure: war (whether or not declared), revolutions, riot or civil commotion, accident, fire, explosions, flood, storm, delay in transportation, equipment breakdowns, change of laws or
regulations, orders or acts of any governmental agency or body, labour conflict or strikes, shortage or disruption in supplies of raw materials. 

13.3    If any Force Majeure occurs in relation to either Party which affects or may affect the performance of any of its obligations
under this Agreement, it shall notify the other Party forthwith as to the nature and extent of the circumstances in question. 

13.4    Neither Party shall be deemed to be in breach of this Agreement, or shall be otherwise liable to the other Party, by reason only
of any delay in performance, or the non-performance of any of its obligations hereunder, to the extent that the delay or non-performance is due to any Force Majeure of which it has duly notified the other
Party, and the time for performance of that obligation shall be extended accordingly. 

  
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 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  

 13.5    If the performance by either Party of any of its obligations under this Agreement
is prevented or delayed by Force Majeure for a continuous period in excess of ten (10) working days, the Parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may
be fair and reasonable in the circumstances. 
 13.6    If the performance by either Party of any of its obligations under this
Agreement is prevented or delayed by Force Majeure for ninety (90) days or more, consecutively or cumulatively, in any one year, then the other Party shall in its discretion have the right to terminate this Agreement forthwith upon written
notice. 
  

	14	 General 



14.1    This Agreement is binding upon and for the benefit of the undersigned Parties, their successors and assigns. The Parties are not
entitled to assign or sub-contract any of their obligations under this Agreement without the other Party’s prior written consent, except in case of subcontracting, transfer or assignment to one of their
Affiliates. 
 14.2    Each Party is an independent contractor and neither is the agent of the other. 

14.3    If any provisions of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable,
the remaining provisions shall remain in full force and effect. In such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or
applicable court decisions. 
 14.4    It is understood and agreed between the Parties that no failure or delay by a Party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. 

14.5    This Agreement, along with its appendices, if any, constitute the entire agreement between the Parties with respect to the subject
matter hereof, and it is expressly agreed that any and all prior understandings or agreements between the Parties relating to the subject matter of this Agreement, whether oral or written, are automatically cancelled by the execution of this
Agreement. 
 14.6    The terms and conditions set forth in the Agreement and its appendices may only be modified in a subsequent
writing signed by the Parties. 
 14.7    All notices to be given under the Agreement shall be in writing in English and left at or sent
by first class registered or recorded delivery mail, or fax to the appropriate address shown in clause 14.8 or left at or sent to such other address as the Party concerned may from time to time designate by notice pursuant hereto. 

14.8    The Parties contact information is: 
  

							
	For NOVASEP:	  	[**]	  	For CUSTOMER:	  	[**]
		  	[**]	  		  	[**]
		  	CEO	  		  	CEO
		  	Email:    [**]	  		  	Email:    [**]
		  	Tel:         [**]	  		  	Tel:         [**]


  
 21 


  














 Certain confidential information contained in this document, marked by [**], has been
omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 
  

 Made in two original copies, one for each Party. 

 

			
	Signed by a duly authorized signatory for and on behalf of HENOGEN SA	  	Signed by a duly authorized signatory for and on behalf of FREELINE THERAPEUTICS
		
	Signature: [**]                                   
                      	  	Signature: [**]                                  
                              
	 Name:       [**]

Position:    Chief Executive Officer
 Date:
13/06/2016
	  	 Name:         [**]

Position:      CEO
 Date:
6/6/16



  
 22