Common use of Reservation of Rights; Government Rights Clause in Contracts

Reservation of Rights; Government Rights. These licenses are subject to: (a) the reservation of Caltech’s right to make, have made, import, and use Licensed Patent Rights for noncommercial educational and non-clinical research purposes, including that which is sponsored by a for-profit third party, so long as no sponsored research involves the practice of Co-Exclusively Licensed Patent Rights by any third party other than the Licensee or the Co-Exclusive Licensee, but not for (i) commercial sale or other distribution to third parties or (ii) commercial research sponsored by a for-profit third party; and (b) any existing right of the U.S. Government under Xxxxx 00, Xxxxxx Xxxxxx Code, Section 200 et seq. and under 37 Code of Federal Regulations, Section 401 et seq., including but not limited to the grant to the U.S. Government of a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced any invention conceived or first actually reduced to practice in the performance of work for or on behalf of the U.S. Government throughout the world. Licensed Products shall be substantially manufactured in the United States to the extent (if at all) required by 35 U.S.C. Section 204. In addition, Caltech reserves the right to grant the Licensed Patent Rights and associated technology to other non-profit institutions for noncommercial educational and research purposes, but not including clinical research, subject to the same limitations as Caltech’s right under Section 2.2(a). In the event that Licensee conducts a clinical trial for a lysosomal storage disorder indication, Licensee agrees to consider the National Institutes of Health (NIH) as a clinical trial site. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc.

Reservation of Rights; Government Rights. These licenses are subject to: (a) the reservation of Caltech’s right to make, have made, import, and use Licensed Patent Rights for noncommercial educational and non-clinical research purposes, including that which is sponsored by a for-profit third party, so long as no sponsored research involves the practice of Co-Exclusively Licensed Patent Rights by any third party other than the Licensee or the Co-Exclusive Licensee, but not for (i) commercial sale or other distribution to third parties or (ii) commercial research sponsored by a for-profit third party; and (b) any existing right of the U.S. Government under Xxxxx 00, Xxxxxx Xxxxxx Code, Section 200 et seq. and under 37 Code of Federal Regulations, Section 401 et seq., including but not limited to the grant to the U.S. Government of a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced any invention conceived or first actually reduced to practice in the performance of work for or on behalf of the U.S. Government throughout the world. Licensed Products shall be substantially manufactured in the United States to the extent (if at all) required by 35 U.S.C. Section 204. In addition, Caltech reserves the right to grant the Licensed Patent Rights and associated technology to other non-profit institutions for noncommercial educational and research purposes, but not including clinical research, subject to the same limitations as Caltech’s right under Section 2.2(a). In the event that Licensee conducts a clinical trial for a lysosomal storage disorder indication, Licensee agrees to consider the National Institutes of Health (NIH) as a clinical trial site. HMI | Co-Exclusive License | A B4573824.12 -7- 7/20/2016 Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc.