Caribou Limited Use Label License

This purchase of a transgenic mouse model (“Model”) is subject to the following terms and conditions. The Model is sold to the purchaser (“Purchaser”) subject to a license agreement (“MRC License”) for the use of certain Class 2 Type II CRISPR-Cas9 intellectual property by and between Medical Research Council, as part ofUnited Kingdom Research and Innovation (“MRC”), and Caribou Biosciences, Inc. (“Caribou”).

The use of the Model is subject to this “Limited Use Label License: Research Use Only” license, which conveys to the Purchaser the limited, non-transferable right to use the Model only as expressly permitted by this Limited Use Label License.

The purchase of the Model conveys to the Purchaser a limited, non-transferable right to use the Model, solely as provided to the Purchaser, together with (i) progeny or derivatives of the Model generated by the Purchaser (including but not limited to cells), and (ii) cells, tissue, and other biological material extracted or derived from the Model or its corresponding progeny or derivatives (collectively, the Model, as provided, and (i) and (ii) are referred to as “Material”) only to perform internal research for the sole benefit of the Purchaser.

The Purchaser cannot sell or otherwise transfer Material to a third party or otherwise use the Material for any Excluded Use. Notwithstanding the foregoing, the Purchaser may transfer Material to a third party under a contractual obligation to perform research for the sole benefit of the Purchaser or to a third party that is a non-profit performing collaborative research with the Purchaser; provided, however, that any such Material is accompanied by this Limited Use Label License.

It is the Purchaser’s responsibility to use the Material in accordance with all applicable laws and regulations.

For information on obtaining additional rights, including commercial rights, please contact licensing@cariboubio.com or Caribou Biosciences, Inc., 2929 7^th Street, Suite 105, Berkeley, CA 94710 USA, Attn: Licensing.

The Purchaser shall Indemnify the Caribou Indemnitees from and against any and all Losses resulting from Third-Party Claims arising out of or relating to a breach by the Purchaser of any provision of the Limited Use Label License or arising from the Purchaser’s use, care or permitted transfer of the Model and/or any Material.  Purchaser’s obligation to Indemnify the Caribou Indemnitees shall not apply to the extent that any such Losses arise from the negligence or intentional misconduct of any Caribou Indemnitee.

The Purchaser shall Indemnify Caribou’s Licensors’ Indemnitees against any and all losses, damages, costs, fees, and expenses resulting from any claims or suits brought by any Third Party arising out of any rights granted to the Purchaser in respect of the PCT/US2013/032589 patent family under the Limited Use Label License; except to the extent such losses, damages, costs, fees, and expenses result from the gross negligence or willful misconduct of a Caribou’s Licensors’ Indemnitee.

The Purchaser shall Indemnify (by counsel acceptable to HHMI) the HHMI Indemnitee from and against any liability, cost, expense, damage, deficiency, loss, or obligation of any kind or nature (including, without limitation, reasonable attorneys’ fees and other costs and expenses of defense) based upon, arising out of, or otherwise relating to any Third-Party claim based upon, arising out of, or otherwise relating to any rights granted to the Purchaser in respect of the PCT/US2013/032589 patent family under the Limited Use Label License. The previous sentence will not apply to any such claim that is determined with finality by a court of competent jurisdiction to result solely from the gross negligence or willful misconduct of a HHMI Indemnitee.

Caribou, Caribou’s Licensors and HHMI are not a party to this Limited Use Label Licence and has no liability to the Purchaser or any user of the Model or Material, but each of Caribou, Caribou’s Licensors and HHMI is an intended third-party beneficiary of this Limited Use Label License and certain of its provisions are for the benefit of Caribou, Caribou’s Licensors and/or HHMI and are enforceable by each such party in its own name.

Nothing in this Limited Use Label License shall be construed to confer any rights upon the Purchaser by implication, estoppel, or otherwise as to any technology or patent rights of Caribou or any other entity other than as expressly set out in this Limited Use Label Licence.

For the purposes of this Limited Use Label License the following definitions shall apply:

“Caribou Indemnitees” means Caribou and its directors, officers, and employees.

“Caribou’s Licensors” meansThe Regents of the University of California and the University of Vienna.

“Caribou’s Licensors’ Indemnitees” means Caribou’s Licensors, the sponsors of the research that led to the PCT/US2013/032589 patent family, the inventors of the PCT/US2013/032589 patent family who assigned their rights to Caribou’s Licensors/HHMI, and their employers, and the officers, employees, and agents of any of the foregoing.

“Excluded Use” means any and all: (a) commercial activity including, but not limited to, any use in manufacturing and/or product or quality control; (b) preclinical or clinical testing or other activity directed toward the submission of data to the U.S. Food and Drug Administration, or any other regulatory agency in any country or jurisdiction where the active agent in such studies comprises the Material; (c) use to provide a service, information, or data for a third party; (d) use for human or animal therapeutic, diagnostic, or prophylactic purposes or as a product for therapeutics, diagnostics, or prophylaxis; (e) activity in an agricultural field trial or any activity directed toward the submission of data to the U.S. Department of Agriculture or any other agriculture regulatory agency; (f) high throughput screening drug discovery purposes (i.e., the screening of more than 10,000 experiments per day) as well as scale-up production activities for commercialization; (g) cell line or animal development for purposes of bioproduction of recombinant proteins; (h) modification of the human germline, including editing human embryo genomes or reproductive cells; and/or (i) stimulation of biased inheritance of a particular gene or trait or set of genes or traits (“gene drive”).

“Indemnify” means to defend, hold harmless and indemnify.

“Intellectual Property” means the patents relating to Class 2 Type II CRISPR-Cas9 compositions and methods licensed to MRC by Caribou under the MRC Licence. Details of the Intellectual Property can be found in Appendix A. For clarity, unless otherwise shown in Appendix A, Intellectual Property includes the PCT/US2013/032589 patent family.

“Losses” means any and all losses, damages, costs, fees, liability, or expense (including reasonable legal expenses and attorneys’ fees).

“HHMI” means the Howard Hughes Medical Institute, a non-profit medical research organisation with headquarters in Chevy Chase, MD, USA.

“HHMI Indemnitees” means HHMI and its trustees, officers, employees, and agents.

“Third Party” means any person or entity other than Caribou or MRC or the Purchaser.

“Third-Party Claims” means any and all suits, claims, actions, and demands, in each case brought by a Third Party.

Appendix A – Intellectual Property Licensed to the MRC by Caribou under the MRC License

Compositions and Methods of Nucleic Acid-Targeting Nucleic Acids

Owner: Caribou Biosciences, Inc.

RNA Modification to Engineer Cas9 Activity

Owner: Caribou Biosciences, Inc.

Methods for Increasing Cas9-Mediated Engineering Efficiency

Owner: Caribou Biosciences, Inc.

Methods and Compositions for RNA-Directed Target DNA Modification and for RNA-Directed Modulation of Transcription

(Owned by The Regents of the University of California, the University of Vienna, and Emmanuelle Charpentier)

Exclusively licensed to Caribou Biosciences, Inc. by The Regents of the University of California and University of Vienna

RNA-Directed DNA Cleavage by the Cas9-crRNA Complex

(Owned by Vilnius University and exclusively licensed to Pioneer Hi-Bred International, Inc.) Licensed to Caribou by Pioneer Hi-Bred International, Inc.  (now Corteva Agriscience)

Broad Limited Licence

This purchase of a transgenic mouse model (“Product”) is subject to the following terms and conditions. The Product is sold subject to a license agreement (“MRC Licence”) for the use of certain CRISPR-Cas9 intellectual property (“Intellectual Property”) by and between Medical Research Council, as part ofUnited Kingdom Research and Innovation (“MRC”), and The Broad Institute, Inc. (“Broad”).

The term “Limited License” means a license granted by MRC to a Third Party that is the final purchaser or transferee of the Product (a “Limited Licensee”) conveying to such Limited Licensee the non-transferable right to use Product(s) purchased from MRC, and any Products made by or on behalf of Limited Licensee that are progeny, modifications, improvements or derivatives of the Products purchased from MRC (“MRC Products”), solely for research (including research-related activities) conducted by such Limited Licensee or by a Third Party contract organization (“CRO”) solely on behalf of such Limited Licensee in accordance with all of the following requirements.  The Limited License shall be in written form and specify that (i) the Limited Licensee shall not use Products and MRC Products to perform services for the benefit of any other person or entity or sell or otherwise transfer Products or MRC Products (including without limitation any material that contains a Product or MRC Product in whole or in part) to any other person or entity except (1) as otherwise permitted under license to Limited Licensee from Broad or as otherwise permitted by Broad for non-profit use as provided at https://www.broadinstitute.org/partnerships/office-strategic-alliances-and-partnering/information-about-licensing-crispr-genome-edi or (2) to a CRO (whether directly or by instructing the MRC to transfer the Product to the Limited Licensee’s CRO) to the extent such CRO: (A) uses the Products or MRC Products solely for providing the service of: (aa) generating information or data on behalf of a Limited Licensee; or (bb) holding, re-deriving, or breeding of Products or MRC Products on behalf of a Limited Licensee (including returning the progeny thereof to the Limited Licensee), and (B) does not otherwise make use of the Patent Rights in providing such services to such Limited Licensee; (ii) the Limited Licensee shall use Products or MRC Products and components of the Products or MRC Products only for its internal research within the Field, which may include internal research within the Field in connection with product research, but not for the production, manufacture or exploitation of any product or Product or any Commercial Purposes; (iii) the Limited Licensee shall use Products or MRC Products in compliance with all applicable laws and regulations, including without limitation applicable human health and animal welfare laws and regulations; (iv) Institutions shall provide no warranties of any kind to the Limited Licensee (statutory or implied) concerning the Intellectual Property or Products or MRC Products, including without limitation, as to product quality, condition, description, merchantability, fitness for a particular purpose, noninfringement of intellectual property rights or the absence of latent or other defects, and all such warranties are hereby expressly disclaimed; (v) Institutions shall expressly disclaim any warranty regarding results obtained through the use of the Products or MRC Products, including without limitation any claim of inaccurate, invalid or incomplete results; (vi) Institutions and their directors, trustees, officers, employees, agents, faculty, affiliated investigators, and students, shall have no liability to the Limited Licensee, including, without limitation, for any loss of use or profits, business interruption or any consequential, incidental, special or other indirect damages of any kind, regardless of how caused and regardless of whether an action in contract, tort, strict product liability or otherwise; (vii) the Limited Licensee shall indemnify, defend and hold harmless the Indemnitees and HHMI Indemnitees against any liability, damage, loss, or expense (including without limitation reasonable attorneys’ fees and expenses) incurred by or imposed upon any of the Indemnitees or HHMI Indemnitees, as applicable, in connection with any claims, suits, investigations, actions, demands or judgments arising out of or related to the exercise of any rights granted to the Limited Licensee under the Limited License or any breach of the Limited License by such Limited Licensee, provided that, to the extent the foregoing is not permitted by law, the Limited Licensee agrees, to the extent permitted by law, that it, and not the Indemnitees or HHMI Indemnitees, as applicable, shall be responsible for any liability, damage, loss or expense arising out of or related to the exercise of any rights granted to the Limited Licensee under the Limited License or any breach of the Limited License by Limited Licensee; and (viii) the Product or MRC Products and its use may be the subject of one or more issued patents or pending patent applications owned by one or more Institutions and the purchase of the Product or MRC Products does not convey a license under any claims in the foregoing patents or patent applications directed to the Product or MRC Products or use, production or commercialization thereof, except as expressly set forth in the Limited License.  Nothing in this Limited License shall be construed to confer any rights upon Limited Licensee by implication, estoppel, or otherwise as to any technology or patent rights of Broad or any other entity other than the Intellectual Property.  In addition, nothing in this Limited License shall be construed to confer upon Limited Licensee or any Third Party any rights under or to the Intellectual Property outside of the Field. The Institutions and HHMI are not a party to this Limited Licence and has no liability to the Limited Licensee or any user of the Product or MRC Products (including without limitation any material that contains a Product or MRC Products in whole or in part), but each of the Institutions and HHMI is an intended third-party beneficiary of this Limited License and certain of its provisions are for the benefit of HHMI and/or the Institutions and are enforceable by each such party in its own name.

For the purposes of this Limited License, the following definitions shall apply:

“Commercial Purposes” means (a) the practice, performance or provision of any method, process or service, or (b) the manufacture, production, sale, use, distribution, disposition or importing of any product, in each case (a) or (b) for consideration of any kind, for the purpose of sale or commercial exploitation, or on any other commercial basis.

“Field” means use as a research tool for research purposes; provided, however, that notwithstanding the foregoing, the Field shall expressly exclude: (a) any human or clinical use, including, without limitation, any administration into humans or any diagnostic or prognostic use; (b) any human germline modification, including modifying the DNA of human embryos or human reproductive cells; (c) any in vivo veterinary or livestock use; (d) the development, manufacture, distribution, importation, exportation, transportation, sale, offer for sale, marketing, promotion or other exploitation or use of the Patent Rights or a Product for or as a testing service, therapeutic or diagnostic for humans or animals; (e) products that provide nutritional benefits and are regulated by a regulatory authority as a drug or biologic pursuant to Section 505 of the Federal Food, Drug, and Cosmetic Act of 1938, as amended, Section 351 of the Public Health Service Act of 1944, as amended, or any successor laws, or equivalent laws or regulations in jurisdictions outside the United States; (f) any agricultural use, including but not limited to the use or application in the cultivation, growth, manufacture, exportation, or production of any tobacco product; and (g) any use or application relating to gene drive.

“HHMI” means the Howard Hughes Medical Institute, a non-profit medical research organisation with headquarters in Chevy Chase, MD, USA.

“HHMI Indemnitees” means HHMI and its trustees, officers, employees, and agents.

“Indemnitees” means each of the Institutions, their affiliates, and their current and former trustees, directors, officers, faculty, affiliated investigators, students, employees, and agents and their respective successors, heirs and assigns.

“Institutions” means: (a) The Broad Institute, Inc., a non-profit Massachusetts corporation, with a principal office at 415 Main Street, Cambridge, MA 02142, USA; (b) Massachusetts Institute of Technology, a not-for-profit Massachusetts corporation with a principal place of business at 77 Massachusetts Avenue, Cambridge, Massachusetts 02139, USA; (c) the President and Fellows of Harvard College, an educational and charitable corporation existing under the laws of the Commonwealth of Massachusetts, having a place of business at Smith Campus Center, Suite 727E, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138, USA; (d) University of Iowa Research Foundation, a not-for-profit corporation existing under the laws of the State of Iowa, having a place of business at 112 N. Capitol Street, 6 Gilmore Hall, Iowa City, IA 52242, USA; (e) the University of Tokyo, a national university corporation existing under the laws of Japan, having an office at 7-3-1 Hongo, Bunkyo-ku, Tokyo, 113-0033, Japan; (f) The Rockefeller University, a not-for-profit New York corporation with a principal place of business at 1230 York Avenue, New York, NY 10065, USA; (g) New York University, a not-for-profit corporation existing under the laws of New York with a principal place of business at 70 Washington Square South, New York, NY 10012, USA; (h) New York Genome Center, a not-for-profit corporation existing under the laws of Delaware and with a principal place of business at 101 Avenue of the Americas, New York, New York 10013, USA; and (i) Whitehead Institute of Biomedical Research, a Delaware corporation with a principal place of business at 455 Main Street, Cambridge MA 02142, USA.

“Intellectual Property” means the patents and materials relating to genome editing technology, including but not limited to CRISPR, developed by Dr. Feng Zhang and colleagues and licensed to MRC by Broad under the MRC Licence.  Details of the Intellectual Property can be found here www.har.mrc.ac.uk/crispr-limited-use-license/.

Appendix A – Intellectual Property licensed to MRC by Broad under the MRC License

* Broad does not purport to grant any rights in the asterix’d applicant’s interest in these applications.