EX-10 3 wve-ex10_3.htm EX-10.3 EX-10

Exhibit 10.3

 

 

CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Collaboration And License Agreement

by and among

Wave Life Sciences USA, Inc.,

Wave Life Sciences UK Limited

and

GLAXOSMITHKLINE INTELLECTUAL PROPERTY (NO. 3) LIMITED

December 13, 2022

 

 

 


Table of Contents

 

Page

 

1. DEFINITIONS

1

2. GOVERNANCE

32

2.1 Alliance Manager

32

2.2 Joint Steering Committee

33

2.3 Subcommittees

35

2.4 Joint Development Committee

35

2.5 Joint Patent Committee

37

2.6 Joint Research Committee

38

2.7 Decision-Making

39

2.8 Resolution of Committee Disputes

40

2.9 Discontinuation of Participation on the JSC or any Subcommittee

43

3. RESEARCH COLLABORATION

43

3.1 Overview

43

3.2 Research Term; Extension

44

3.3 Target Entry

44

3.4 Target Validation Programs.

46

4. DEVELOPMENT AND COMMERCIALIZATION

53

4.1 SERPINA1 Program

53

4.2 GSK Collaboration Programs

60

4.3 Wave Collaboration Programs.

65

4.4 Additional Provisions.

66

5. REGULATORY MATTERS

68

5.1 General

68

5.2 Regulatory Filings

68

5.3 Communications with Regulatory Authorities

69

5.4 Additional Provisions for SERPINA1 Program.

69

6. MANUFACTURING

70

6.1 General.

70

6.2 Supply to GSK

71

6.3 Supply Agreements

71

6.4 Transfer of Manufacturing.

72

6.5 Network of Third Party Providers

72

6.6 Audit of Wave’s Quality System

73

7. LICENSES

73

7.1 Validation Targets

73

7.2 SERPINA1 Program.

73

7.3 GSK CPs

74

7.4 Wave CPs

74

7.5 Sublicensing Terms

74

7.6 In‑Licenses

76

7.7 Bankruptcy

79

7.8 Exclusivity; Competing Programs

80

8. INTELLECTUAL PROPERTY

85

8.1 Disclosure

85

8.2 Ownership of Wave Platform Collaboration Technology, GSK Novel Target Collaboration Technology and GSK CMC Platform Collaboration Technology.

86

8.3 Ownership of Collaboration Program Technology; Joint Technology.

86

8.4 Inventorship

87

8.5 Exploitation of Joint Technology

88

 

 

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Table of Contents

(continued)

Page

 

8.6 No Implied Rights

88

8.7 Prosecution and Maintenance.

88

8.8 Enforcement.

93

8.9 Third Party Rights.

98

8.10 Patent Challenges by Third Parties.

100

8.11 Personnel Obligations

100

8.12 Further Action

100

9. PAYMENTS

101

9.1 Upfront Payment

101

9.2 Equity Investment

101

9.3 Target Validation Programs.

101

9.4

GSK Collaboration Program Initiation Fee

102

9.5 Development Expenses.

102

9.6 Development Milestones.

103

9.7 Sales Milestones.

106

9.8 Royalties.

110

9.9 Other Amounts Payable

115

9.10 Payment Terms

115

10. CONFIDENTIALITY

118

10.1 Confidentiality Obligations

119

10.2 Exceptions to Confidentiality

119

10.3 Permitted Disclosures

119

10.4 Publications and Publicity.

121

10.5 Press Release

123

11. REPRESENTATIONS, WARRANTIES AND COVENANTS

124

11.1 Mutual Representations and Warranties

124

11.2 Representations and Warranties of Wave

125

11.3 Representations and Warranties of GSK

128

11.4 Additional Covenants

128

11.5 Disclaimer

129

12. INDEMNIFICATION

129

12.1 Indemnification by GSK

129

12.2 Indemnification by Wave

129

12.3 Notification of Claims; Conditions to Indemnification Obligations

130

12.4 Certain Limitations

130

12.5 Limitation of Liability

131

12.6 Insurance

131

13. TERM AND TERMINATION

131

13.1 Term and Expiration

131

13.2 Termination for Convenience by GSK

132

13.3 Termination of Wave CPs

132

13.4 Termination for Patent Challenge

133

13.5 Termination for Cause.

133

13.6 Termination for Insolvency

135

13.7 Effects of Expiration or Termination; Survival

135

14. EFFECTIVENESS

140

14.1 Effective Date

140

14.2 Antitrust Filings

140

14.3 Outside Date

141

 

 

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Table of Contents

(continued)

Page

 

15. DISPUTE RESOLUTION

141

15.1 Disputes

142

15.2 Resolution by Executive Officers

142

15.3 Mediation

142

15.4 Arbitration

142

15.5

[***]

143

15.6 Injunctive Relief

144

15.7 Intellectual Property Disputes

144

15.8 Confidentiality

144

15.9 Tolling

144

16. MISCELLANEOUS PROVISIONS

145

16.1 Relationship of the Parties

145

16.2 Assignment

145

16.3 Performance and Exercise by Affiliates

146

16.4 Further Actions

146

16.5 Accounting Procedures

146

16.6 Force Majeure

146

16.7 Entire Agreement; Amendments

147

16.8 Headings

147

16.9 Governing Law

147

16.10 Notices

147

16.11 Language; Waiver of Rule of Construction

148

16.12 Waiver

148

16.13 Severability

148

16.14 Interpretation

148

16.15 Expenses

149

16.16 Binding Effect; No Third Party Beneficiaries

149

16.17 Counterparts

149

 

 

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SCHEDULES

 

Schedule 1.71 – Existing GSK Third Party Agreements

Schedule 1.178 – [***]

Schedule 1.239 – SERPINA1 Target

Schedule 3.3.1 – Target List

Schedule 3.4.3 – Target Validation Research Programs

Schedule 4.1.1 – SERPINA1 Phase 1/2 Program Plan

Schedule 4.1.3.1 – SERPINA1 Program Technology Transfer

Schedule 4.2 – DC Criteria

Schedule 4.4.4 – Additional Compliance Terms

Schedule 7.5 – GSK Sublicensing Rights

Schedule 9.10.1 – Invoicing and Bank Details Instructions

Schedule 10.5.1 – Press Release

Schedule 11.2 – Wave Patents and In-Licenses; Disclosures

 

 

 


 

COLLABORATION AND LICENSE AGREEMENT

THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”), entered into as of December 13, 2022 (the “Execution Date”), is entered into by and among Wave Life Sciences USA, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Wave US”), Wave Life Sciences UK Limited, a private limited company incorporated under the laws of England and Wales (“Wave UK”, and together with Wave US, “Wave”), and GlaxoSmithKline Intellectual Property (No. 3) Limited, a company existing under the laws of England, with offices at 980 Great West Road, Brentford, Middlesex, TW8 9GS (“GSK”). Wave and GSK are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

RECITALS:

WHEREAS, Wave is a genetic medicine company focused on advancing Oligonucleotides that precisely target the underlying causes of diseases;

WHEREAS, GSK possesses expertise in developing and commercializing therapeutics;

WHEREAS, Wave and GSK desire to collaborate to develop and commercialize Oligonucleotide therapeutics designed to modulate alpha-1 antitrypsin; and

WHEREAS, Wave and GSK also desire to collaborate on multiple research programs for the validation of additional targets and the development, manufacturing, and commercialization of Oligonucleotides directed to certain targets, as further described in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the Parties hereby agree as follows:

1. DEFINITIONS

Unless specifically set forth to the contrary herein, the following terms, whether used in the singular or plural, will have the respective meanings set forth below:

1.1 AAA” has the meaning set forth in Section 15.4 (Arbitration).

1.2 AAA Rules” has the meaning set forth in Section 15.4 (Arbitration).

1.3 “Accounting Standards” means with respect to a Party, (a) United States generally accepted accounting principles (“GAAP”); or (b) International Financial Reporting Standards (“IFRS”), depending on which accounting standard is normally applied by such Party with respect to the filing of its reporting, as applicable, in each case, consistently applied.

1.4 [***].

1.5 Acquirer” means, collectively, with respect to the acquisition of a Party by a Third Party, a Third Party referenced in the definition of Change of Control and such Third Party’s Affiliates, other than the applicable Party in the definition of Change of Control and such Party’s Affiliates (determined as of immediately prior to the closing of such Change of Control).

1.6 Affiliate” means, with respect to a Person, any other Person that controls, is controlled by, or is under common control with such Person. For purposes of this Agreement, a Person will be deemed

 


 

 

to control another Person if it owns or controls, directly or indirectly, more than fifty percent (50%) of the equity securities of such other Person entitled to vote in the election of directors (or, in the case that such other Person is not a corporation, for the election of the corresponding managing authority), or otherwise has the power to direct the management and policies of such other Person. The Parties acknowledge that in the case of certain entities organized under the laws of certain countries outside the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent (50%), and that in such case such lower percentage will be substituted in the preceding sentence, provided that such foreign investor has the power to direct the management and policies of such entity.

1.7 Agreed Network” has the meaning set forth in Section 6.5 (Network of Third Party Providers).

1.8 Agreement” has the meaning set forth in the Preamble.

1.9 Alliance Manager” has the meaning set forth in Section 2.1 (Alliance Manager).

1.10 ANDA” means an Abbreviated New Drug Application and all amendments and supplements thereto filed with the FDA under Section 505(j) of the FD&C Act (21 U.S.C. § 355(j)), or the equivalent application filed with any equivalent Regulatory Authority outside the U.S. (including any supra‑national agency), including pursuant to Article 10.1 of Directive 2001/83/EC of the European Parliament and Council of 6 November 2001, or any enabling legislation thereof.

1.11 Antitrust Clearance Date” means the earliest date on which all applicable waiting periods and approvals required under Antitrust Laws with respect to the transactions contemplated under this Agreement have expired or have been terminated (in the case of waiting periods) or been received (in the case of approvals).

1.12 Antitrust Filing” has the meaning set forth in Section 14.2 (Antitrust Filings).

1.13 Antitrust Laws” means any and all Applicable Laws designed to govern competition, trade regulation, foreign investment, or national security or defense matters or to prohibit, restrict, or regulate actions for the purpose or effect of monopolization or restraint of trade, including the Hart-Scott Rodino Antitrust Improvements Act of 1976 (“HSR Act”).

1.14 Applicable Law” means all applicable national, supranational, regional, state and local laws, statutes, rules, regulations, ordinances, treaties, administrative codes, guidance, judgments, decrees, directives, injunctions, orders, permits, of or from any court, arbitrator, Regulatory Authority, or Governmental Authority having jurisdiction over or related to the subject item, including GCP, GLP and cGMP, the United States Federal Food, Drug, and Cosmetic Act, the Prescription Drug Marketing Act of 1987, the Generic Drug Enforcement Act of 1992 (21 U.S.C. § 335a et seq.), the Anti-Kickback Statute (42 U.S.C. § 1320a-7b et seq.), the False Claims Act (31 U.S.C. § 3729 et seq.), Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a), the Patient Protection and Affordable Care Act (42 U.S.C. § 18001 et seq.), the Social Security Act (42 U.S.C. Chapter 7), the Antifraud and Abuse Amendment to the Social Security Act, Federal Program Fraud Civil Remedies Act (31 U.S.C. § 3801 et seq.), Foreign Corrupt Practices Act (FCPA), Data Protection Laws, and all applicable implementing regulations for the foregoing, and all applicable state or foreign laws corresponding to any of the foregoing, all as amended from time to time.

1.15 “Available Proposed Target” has the meaning set forth in Section 3.3.2.2(b)(ii) (Gatekeeper Procedures).

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1.16 Available Proposed Target Notice” has the meaning set forth in Section 3.3.2.2(b)(ii) (Gatekeeper Procedures).

1.17 Backup Criteria” means, for a given Collaboration Program, the selection criteria [***]to determine if a Collaboration Compound [***].

1.18 Bankrupt Party” has the meaning set forth in Section 7.7 (Bankruptcy).

1.19 Bankruptcy Code” means Title 11 of the United States Code, as amended, or analogous provisions of Applicable Law outside the United States.

1.20 Breaching Party” has the meaning set forth in Section 13.5.1 (Right to Terminate for Material Breach).

1.21 Business Day” means a calendar day other than a Saturday, Sunday, or a bank or other public holiday in Massachusetts or New York in the United States or in London, United Kingdom and excludes the continuous period between 24 December to 2 January each year when the offices of each Party are closed.

1.22 Calendar Quarter” means each three (3) month period commencing January 1, April 1, July 1 or October 1 of any Calendar Year; provided, however, that (a) the first Calendar Quarter of the Term will extend from the Effective Date to the end of the first full Calendar Quarter thereafter; and (b) the last Calendar Quarter of the Term will end upon the expiration or termination of this Agreement.

1.23 Calendar Year” means the period beginning on January 1 and ending on December 31 of the same year; provided, however, that (a) the first Calendar Year of the Term will commence on the Effective Date and end on December 31 of the same year; and (b) the last Calendar Year of the Term will commence on January 1 of the Calendar Year in which this Agreement terminates or expires and end on the effective date of termination or expiration of this Agreement.

1.24 cGMP” means all applicable Good Manufacturing Practices, including: (a) the applicable part of quality assurance to ensure that products are consistently produced and controlled in accordance with the quality standards appropriate for their intended use, as defined in European Commission Directive 2003/94/EC laying down the principals and guidelines of good manufacturing practice; (b) the principles detailed in the U.S. Current Good Manufacturing Practices, 21 C.F.R. Sections 210, 211, 601, 610 and 820; (c) the Rules Governing Medicinal Products in the European Community, Volume IV Good Manufacturing Practice for Medicinal Products; (d) the principles detailed in the ICH Q7A guidelines; and (e) the equivalent Laws in any relevant country, each as may be amended and applicable from time to time.

1.25 Change of Control” means, with respect to a Party, (a) a merger, consolidation, recapitalization, or reorganization of such Party with a Third Party that results in the voting securities of such Party outstanding immediately prior thereto, or any securities into which such voting securities have been converted or exchanged, ceasing to represent at least fifty percent (50%) of the combined voting power of the surviving entity or the parent of the surviving entity immediately after such merger, consolidation, recapitalization, or reorganization, (b) a transaction or series of related transactions in which a Third Party, together with its Affiliates, becomes the direct or indirect beneficial owner of fifty percent (50%) or more of the combined voting power of the outstanding securities of such Party, or (c) the sale or other transfer to a Third Party of all or substantially all of such Party’s and its controlled Affiliates’ assets. Notwithstanding the foregoing, any transaction or series of

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transactions effected for the purpose of financing the operations of the applicable Party or changing the form or jurisdiction of organization of such Party (such as an initial public offering or other offering of equity securities to non‑strategic investors or corporate reorganization) will not be deemed a “Change of Control” for purposes of this Agreement.

1.26 Clinical Failure” means with respect to the [***].

1.27 Clinical Study” means a Phase 1 Study, Phase 2 Study, Phase 3 Study, Registrational Study, any study incorporating more than one (1) of these phases, any study performed as part of any Post‑Marketing Commitment (whether required or optional), or any other study (including a non‑interventional study) in humans to obtain information regarding a product, including information relating to the safety, tolerability, pharmacological activity, pharmacokinetics, dose ranging, or efficacy of such product.

1.28 CMC” means Chemistry, Manufacturing and Controls, which includes (a) Manufacturing process development records for a Collaboration Compound, Collaboration Product, or Combination Product directed to any Collaboration Target, (b) all chemistry, Manufacturing, and control procedures necessary for Manufacture of a Collaboration Compound, Collaboration Product, or Combination Product directed to any Collaboration Target, and (c) sourcing and testing of all raw materials and components used in the Manufacture of a Collaboration Compound, Collaboration Product, or Combination Product directed to any Collaboration Target.

1.29 CMO” means any Third Party contract manufacturing organization or similar Third Party subcontractor.

1.30 Collaboration Compound” means any SERPINA1 Compound, GSK Collaboration Compound or Wave Collaboration Compound.

1.31 Collaboration In-Licenses” means [***].

1.32 Collaboration Know-How” means all Know-How conceived, discovered, developed or otherwise made by or on behalf of a particular Party or any of its Affiliates, Sublicensees or permitted subcontractors of any of the foregoing (solely or jointly by or on behalf of a particular Party or any of its Affiliates or permitted subcontractors of any of the foregoing) in the course of performing activities under this Agreement.

1.33 Collaboration Patents” means any and all Patents that Cover any of the Collaboration Know-How.

1.34 Collaboration Product” means any SERPINA1 Product, GSK Collaboration Product or Wave Collaboration Product.

1.35 Collaboration Program” means any Target Validation Program, any GSK CP, any Wave CP, the SERPINA1 Phase 1/2 Program or the SERPINA1 Program, as applicable.

1.36 Collaboration Program Technology” means any Collaboration Know-How or Collaboration Patents, other than [***].

1.37 Collaboration Target” means the SERPINA1 Target, any GSK Collaboration Target or any Wave Collaboration Target. For clarity, a Validation Target is not a Collaboration Target.

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1.38 Collaboration Term” means, (a) with respect to a given Target Validation Program, the Target Validation Term for such Target Validation Program, (b) with respect to the SERPINA1 Program, the SERPINA1 Program Term, (c) with respect to a given GSK CP, the GSK CP Term for such GSK CP, and (d) with respect to a given Wave CP, the Wave CP Term for such Wave CP.

1.39 Combination Product” means a Collaboration Product that is (a) sold in the form of a combination that contains or comprises one or more additional therapeutically active pharmaceutical agents (whether coformulated or copackaged or otherwise sold for a single price) other than a Collaboration Compound in the Collaboration Product, or (b) sold for a single price together with any (i) delivery device or component therefor, (ii) companion diagnostic related to any Collaboration Product, process, service, or therapy, or (iii) product, process, service, or therapy other than the Collaboration Product (each, (i) – (iii), an “Other Component”).

1.40 Commercial Supply Agreement” has the meaning set forth in Section 6.3 (Supply Agreements).

1.41 Commercialization or Commercialize” means any and all activities directed to transporting, storing, marketing, detailing, Promotion, distributing, importing, exporting, using, offering to sell or selling a product, including (a) strategic marketing, sales force detailing, sales force training and allocation, advertising, planning, messaging, branding; (b) all customer support, patient services, case management, Distribution Matters, invoicing and sales activities; (c) design and conduct of Post‑Marketing Commitments or other post‑approval Clinical Studies not required to obtain, support, or maintain Regulatory Approval (other than Pricing Approval) for the applicable product; and (d) activities directed to obtaining Pricing Approvals, negotiating discounts and obtaining product access, as applicable.

1.42 Commercially Reasonable Efforts” means [***]. Notwithstanding the foregoing, neither Party will be obligated to Develop, seek Regulatory Approval for, or Commercialize a Collaboration Compound or Collaboration Product: (i) that, in its reasonable opinion after discussion with the other Party, caused or is sufficiently high risk of causing a Material Safety Concern based upon then available data; or (ii) in a manner inconsistent with Applicable Law.

1.43 Committee Disputes” has the meaning set forth in Section 2.8.4 (Escalatable Disputes).

1.44 Competitive Infringement” has the meaning set forth in Section 8.8.1 (Notification).

1.45 Completion” means, with respect to the SERPINA1 Phase 1/2 Program, the [***]. “Completed”, “Completing”, or “Completes” will each have a correlative meaning.

1.46 Confidential Information” means any and all confidential or proprietary information and data and all other scientific, pre‑clinical, clinical, regulatory, manufacturing, marketing, financial and commercial information or data that is or has been provided by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement, whether communicated in writing or orally or by any other method.

1.47 Control” means, with respect to any Materials, Regulatory Documents, or intellectual property rights, including any Patents or Know‑How, the possession (whether by ownership, license, or sublicense, other than by a license, sublicense, or other right granted pursuant to this Agreement (but not assignment)) by a Party of the ability to assign, transfer, or grant to the other Party the licenses, sublicenses, or rights to access and use such Materials, Regulatory Documents, or intellectual property rights as provided for in this Agreement, without violating the terms of any agreement or other arrangement with any Third Party in existence as of the time such Party would

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be required hereunder to grant such license, sublicense, or rights of access and use. Notwithstanding anything in this Agreement to the contrary, a Party will be deemed not to Control any Materials, Regulatory Documents, or intellectual property rights that are owned or in‑licensed by an Acquirer, except (a) with respect to any such Materials, Regulatory Documents, or intellectual property rights arising from participation by employees or consultants of such Acquirer in furtherance of this Agreement after such Change of Control, (b) to the extent that any such Materials, Regulatory Documents, or intellectual property rights are included in or used in furtherance of this Agreement by the Acquirer after such Change of Control, or (c) for intellectual property rights constituting improvements (or direct improvements to such improvements) to the Wave Technology or the GSK Technology (as applicable) in existence prior to such Change of Control, in each case, developed or conceived by any employees or consultants of the Acquirer.

1.48 Cover,” “Covering,” or “Covered” means, with respect to a particular subject matter at issue and the relevant Patent, that, but (a) for a license granted to a Person under a claim included in such Patent or (b) ownership of such Patent, the Exploitation by such Person of the subject matter at issue, would infringe such claim or, in the case of a Patent that is a patent application, would infringe a claim in such patent application if it were to issue as a patent.

1.49 Critical Matter” has the meaning set forth in Section 2.8.3 (Final Decision-Making; Critical Matters).

1.50 CRO” means a contract research organization.

1.51 DC Criteria” means, for a given Collaboration Program, the requirements that [***].

1.52 “Declined Target” means a [***].

1.53 Develop” and “Development” means any and all activities related to the design, discovery, generation, identification, profiling, characterization, production, process development, testing method development, pre‑clinical development or non‑clinical or pre‑clinical studies, clinical drug development activities conducted before or after obtaining Regulatory Approval that are reasonably related to or leading to the development, preparation, or submission of data and information to a Regulatory Authority for the purpose of obtaining, supporting or expanding Regulatory Approval (other than Pricing Approval), including all activities related to pharmacokinetic profiling, design and conduct of Clinical Studies (but excluding Post‑Marketing Commitments).

1.54 Development Milestone Event” has the meaning set forth in Section 9.6.2 (GSK Collaboration Products Development Milestone Payments).

1.55 Development Milestone Payment” has the meaning set forth in Section 9.6.2 (GSK Collaboration Products Development Milestone Payments).

1.56 Disclosing Party” has the meaning set forth in Section 1.46 (Confidential Information).

1.57 Disputes” has the meaning set forth in Section 15.1 (Disputes).

1.58 Distribution Matters” means all issues and decisions regarding the distribution of a Collaboration Product, including decisions as to whether and with which wholesalers and Distributors to contract, and the terms of contracts with such wholesalers and Distributors.

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1.59 Distributor” means a Third Party, to whom GSK or an Affiliate of GSK has granted the right to market, promote, co-promote, advertise, detail, sell and/or distribute a Collaboration Product in a limited jurisdiction in the Territory in order to assist GSK in its Commercialization of a Collaboration Product without holding or otherwise controlling the Regulatory Approval for the Collaboration Product in such jurisdiction, which Third Party purchases Collaboration Product from GSK or its Affiliates for resale without making any modifications to such Collaboration Product other than label changes to the outer packaging.

1.60 DOJ” has the meaning set forth in Section 14.2 (Antitrust Filings).

1.61 Dollars” or “$” means the legal tender of the United States of America.

1.62 Effective Date” has the meaning set forth in Section 14.1 (Effective Date).

1.63 EMA” means the European Medicines Agency and any successor Governmental Authority having substantially the same function.

1.64 Encumbrances” means all encumbrances that exist solely as a result of, and in accordance with, the provisions of the applicable [***].

1.65 Equity Agreements” means that certain (a) Share Purchase Agreement entered into by Glaxo Group Limited and Wave Singapore, on or about the date hereof (the “Share Purchase Agreement”), and (b) Investor Agreement entered into by Glaxo Group Limited and Wave Singapore, on or about the date hereof, in each case, as may be amended or restated from time to time.

1.66 Escalatable Dispute” has the meaning set forth in Section 15.2 (Resolution by Executive Officers).

1.67 European Union”, “E.U.” or “EU” means the economic, scientific, and political organization of member states of the European Union as it may be constituted from time to time.

1.68 Execution Date” has the meaning set forth in the preamble.

1.69 Executive Officer” means, for Wave, its [***], and for GSK, its [***] or another senior executive officer or their respective designee with appropriate responsibilities, seniority, and decision‑making authority. In the event that the position of any of the Executive Officers identified in this Section 1.69 (Executive Officer) no longer exists due to a Change of Control, corporate reorganization, corporate restructuring, or the like that results in the elimination of the identified position, then the applicable Party will replace the applicable Executive Officer with another executive officer with responsibilities and seniority comparable to the eliminated Executive Officer.

1.70 Existing Confidentiality Agreement” means that certain Mutual Confidentiality Agreement by and between Wave Life Sciences USA, Inc., having offices at 733 Concord Avenue, Cambridge, MA 02138 and GlaxoSmithKline LLC, a Delaware limited liability company having offices at Five Moore Drive, Research Triangle Park, NC 27709, dated November 14, 2019, as amended by that certain Amendment #1 to Mutual Confidentiality Agreement, dated November 14, 2020.

1.71 Existing GSK Third Party Agreements” means (a) with respect to a given Target that is set forth on the Target List as of the Execution Date, the Third Party agreements identified in Part 1 of Schedule 1.71, and (b) with respect to a given Target that is added to the Target List after the

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Execution Date, any other Third Party agreements identified in Part 2 of Schedule 1.71, if any, that are designated as “Existing GSK Third Party Agreements” for such new Target in accordance with Section 3.3.2.2(b)(ii).

1.72 Existing Wave Third Party Agreements” means [***].

1.73 Exploit” or “Exploitation” means to make, have made, import, have imported, export, have exported, distribute, have distributed, use, have used, sell, have sold, offer for sale, or have offered for sale, including to research, Develop, Manufacture, Commercialize, register, modify, enhance, improve, or otherwise dispose of.

1.74 FD&C Act” means the United States Federal Food, Drug, and Cosmetic Act, as amended.

1.75 FDA” means the United States Food and Drug Administration or any successor agency thereto.

1.76 Field” means any human use or purpose.

1.77 First Commercial Sale” means, with respect to a Collaboration Product, on a country-by-country basis, the first commercial sale for monetary value in an arms-length transaction of such Collaboration Product by or on behalf of a Party or any of its respective Affiliates and Sublicensees in such country following receipt of applicable Regulatory Approval and Pricing Approval of such Collaboration Product in such country; provided, however, that First Commercial Sale will not include any transfer of a Collaboration Product [***].

1.78 First Research Term Extension Fee” has the meaning set forth in Section 9.3.1 (Research Term Extension Fees).

1.79 First Research Term Extension Period” has the meaning set forth in Section 3.2.2 (First Research Term Extension Period).

1.80 Force Majeure Events” has the meaning set forth in Section 16.6.1.

1.81 FTC” has the meaning set forth in Section 14.2 (Antitrust Filings).

1.82 FTE” means a full‑time person, or in the case of less than a full‑time person, a full‑time equivalent [***], carried out by an appropriately qualified employee of a Party or its Related Parties, based on [***] person‑hours per year. [***].

1.83 FTE Costs” means, for any period, the FTE Rate multiplied by the number of FTEs in such period. FTEs will be pro‑rated on a daily basis if necessary.

1.84 FTE Rate” means [***] per full twelve (12) month Calendar Year, which rate includes [***]. Starting [***] the foregoing rate will adjust on January 1 of each Calendar Year by an amount equal to the change, if any, in the [***] during the immediately preceding Calendar Year or any successor to such published measure, not seasonally adjusted, as published by the [***]. Notwithstanding the foregoing, for any Calendar Year during the Term that is less than a full year, the above referenced rate will be proportionately reduced to reflect such portion of FTEs for such full Calendar Year.

1.85 [***] has the meaning set forth in 4.4.3.1.

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1.86 Gatekeeper” has the meaning set forth in 3.3.2.1 (Gatekeeper).

1.87 Gene Therapy” means a therapy that involves administering to a subject a biologically or synthetically produced product which (a) delivers, in vivo or ex vivo, nucleic acid, such as DNA or RNA, and results in the transient or stable expression of an RNA sequence or sequences or protein(s) either from an episome or following integration into the genome, wherein the RNA sequence or sequences and/or protein(s) is encoded by the delivered nucleic acid, or (b) delivers an mRNA and results in the expression of a protein from the delivered mRNA, or (c) delivers any gene-editing or base-editing system, including TALENS, Megatal, zinc-finger proteins, CRISPR/Cas9 or other Cas-based systems, such delivery of a gene editing or base editing system resulting in (1) epigenetic control of chromosomal transcription, or (2) deletion or insertion or modification (including epigenetic modification) of DNA or RNA sequence(s) of a genome or transcriptome, wherein the gene editing or base editing system includes at least one protein component, and components can be administered together or separately in one or more steps.

1.88 Generic Product” means, with respect to a particular Collaboration Product and on a country‑by‑country basis, a generic pharmaceutical product that is marketed for sale by a Third Party (not licensed, supplied or otherwise permitted by a Party or any Related Parties) and that contains the same or substantially the same active ingredient as the Collaboration Compound in such Collaboration Product and is approved for use in such country by a Regulatory Authority (a) pursuant to an ANDA; or (b) through a regulatory pathway referencing clinical data submitted by a Party or its Related Parties to obtain Regulatory Approval for such Collaboration Product.

1.89 GLP” means good laboratory practice as required by the FDA under 21 C.F.R. Part 58 and all applicable FDA rules, regulations, orders, and guidances, and the requirements with respect to good laboratory practices prescribed by the European Community, the OECD (Organization for Economic Cooperation and Development Council) and the ICH Guidelines, or as otherwise required by Applicable Laws.

1.90 Good Clinical Practices” or “GCPs” means the ethical, scientific, and quality standards required by FDA for designing, conducting, recording, and reporting trials that involve the participation of human subjects, as set forth in FDA regulations in 21 C.F.R. Parts 11, 50, 54, 56, 312, 314, and 320 and all related FDA rules, regulations, orders, and guidances, and by the International Conference on Harmonization E6: Good Clinical Practices Consolidated Guideline (the “ICH Guidelines”), or as otherwise required by Applicable Laws.

1.91 Governmental Authority” means any applicable government authority, court, council, tribunal, arbitrator, agency, department, bureau, branch, office, legislative body, commission, Tax Authority or other instrumentality of (a) any government of any country or territory, (b) any nation, state, province, county, city, or other political subdivision thereof, or (c) any supranational body.

1.92 GSK” has the meaning set forth in the preamble.

1.93 GSK Acquisition of a Third Party” has the meaning set forth in Section 7.8.6 (GSK Acquisition of a Third Party).

1.94 GSK Acquisition Program” has the meaning set forth in Section 7.8.6 (GSK Acquisition of a Third Party).

1.95 GSK Background Know-How” means, on a Collaboration Program-by-Collaboration Program basis, any and all Know-How Controlled by GSK or any of its Affiliates [***].

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1.96 GSK Background Patents” means, on a Collaboration Program-by-Collaboration Program basis, those Patents that are Controlled by GSK or any of its Affiliates [***].

1.97 GSK Background Technology” means GSK Background Know-How and GSK Background Patents.

1.98 GSK CMC Platform” means [***].

1.99 GSK CMC Platform Background Technology” means [***].

1.100 GSK CMC Platform Collaboration Know-How” means [***].

1.101 GSK CMC Platform Collaboration Technology” means [***].

1.102 GSK CMC Platform Technology” means [***].

1.103 GSK CMC Platform Technology Patents” means all [***].

1.104 GSK COC Program” has the meaning set forth in Section 7.8.5 (GSK Change of Control).

1.105 GSK Collaboration Compounds” means, for each GSK Collaboration Target, any Oligonucleotides designed to modulate such GSK Collaboration Target [***].

1.106 GSK Collaboration Development Milestone Event” has the meaning set forth in Section 9.6.2 (GSK Collaboration Products Development Milestone Payments).

1.107 GSK Collaboration Development Milestone Payment” has the meaning set forth in Section 9.6.2 (GSK Collaboration Products Development Milestone Payments).

1.108 GSK Collaboration Product” means any pharmaceutical product, including all forms, presentations, strengths, doses and formulations thereof (including any method of delivery), containing or delivering a GSK Collaboration Compound alone or as a Combination Product.

1.109 GSK Collaboration Product Royalty” has the meaning set forth in Section 9.8.2 (GSK Collaboration Product Royalties).

1.110 GSK Collaboration Product Sales Milestone Event” has the meaning set forth in Section 9.7.1.2 (GSK Collaboration Product Sales Milestone Payments).

1.111 GSK Collaboration Product Sales Milestone Payment” has the meaning set forth in Section 9.7.1.2 (GSK Collaboration Product Sales Milestone Payments).

1.112 GSK Collaboration Product Specific Patent” means, with respect to a given GSK CP, any Patent within the GSK Technology or Wave Technology that [***] for such GSK CP, [***] for such GSK CP, [***] for such GSK CP, [***] for such GSK CP, and [***] for such GSK CP [***] for such GSK CP; [***] for such GSK CP; [***].

1.113 GSK Collaboration Program” or “GSK CP” means, on a GSK Collaboration Target‑by‑GSK Collaboration Target basis, the Development and Commercialization, or other Exploitation of all GSK Collaboration Compounds and GSK Collaboration Products directed to a given GSK Collaboration Target in accordance with this Agreement.

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1.114 “GSK Collaboration Program Initiation Fee” has the meaning set forth in Section 9.4 (GSK Collaboration Program Initiation Fee).

1.115 GSK Collaboration Target” means each Validation Target that is designated by GSK as a GSK Collaboration Target in accordance with Section 3.4.9 (Advancement to Collaboration Program).

1.116 GSK CP Backup Development” has the meaning set forth in Section 4.2.7.2.

1.117 GSK CP Backup Development Plan” has the meaning set forth in Section 4.2.7.3.

1.118 GSK CP Backup Development Term” has the meaning set forth in Section 4.2.7.3.

1.119 [***]” has the meaning set forth in Section 13.5.3.2.

1.120 GSK CP Early Development Term” means, for each GSK CP, the period commencing on the date that [***]for such GSK CP [***] and ending upon the earliest of [***] or (c) the effective date of termination of this Agreement in its entirety or with respect to such GSK CP.

1.121 GSK CP Infringement Action” has the meaning set forth in Section 8.8.3.1.

1.122 GSK CP Late Development Term” means, for each GSK CP, the period commencing on the date after the last day of the GSK CP Early Development Term for such GSK CP and ending upon the earlier of (a) the commercial launch of the final GSK Collaboration Product for such GSK CP or (b) the effective date of termination of this Agreement in its entirety or with respect to such GSK CP.

1.123 GSK CP Specific Patents” means for a given GSK CP, all GSK Collaboration Product Specific Patents for such GSK CP.

1.124 GSK CP Term” means, for a given GSK CP, the Initiation of such GSK CP and continuing for the remainder of the Term for such GSK CP. For clarity, the GSK CP Term for a given GSK CP includes the GSK CP Early Development Term and the GSK CP Late Development Term for such GSK CP.

1.125 GSK Indemnitees” has the meaning set forth in Section 12.2 (Indemnification by Wave).

1.126 GSK Novel Target” means a Target that, prior to the applicable nomination date of such Target by GSK in accordance with Section 3.3, has [***] as a Target that has the potential as [***] provided that (i) a given Target will not be a “GSK Novel Target” under clause (a) of this definition if, prior to the applicable nomination date of such Target by GSK in accordance with Section 3.3, such Target is [***] and (ii) a given Target will not be a “GSK Novel Target” under clause (b) of this definition if, prior to the applicable nomination date of such Target by GSK in accordance with Section 3.3, such Target [***].

1.127 “GSK Novel Target Background Technology” means, for a given GSK Novel Target that is a Validation Target, GSK Collaboration Target or Wave Collaboration Target (as applicable), [***].

1.128 GSK Novel Target Collaboration Technology” means, for a given GSK Novel Target that is a Validation Target, GSK Collaboration Target or Wave Collaboration Target (as applicable), [***].

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1.129 GSK Novel Target Patents” means, for a given GSK Novel Target that is a Validation Target, GSK Collaboration Target or Wave Collaboration Target (as applicable), all Patents within the [***]

1.130 GSK Other Patents” means (a) all Patents in the GSK Technology other than [***].

1.131 GSK Sales Milestone Event” has the meaning set forth in Section 9.7.1.2 (GSK Collaboration Product Sales Milestone Payments).

1.132 GSK Sales Milestone Payment” has the meaning set forth in Section 9.7.1.2 (GSK Collaboration Product Sales Milestone Payments).

1.133 GSK Technology” means collectively, the GSK Background Technology, GSK Novel Target Collaboration Technology, and GSK’s interest in Collaboration Program Technology; [***].

1.134 GSK Third Party Agreements” means any Existing GSK Third Party Agreements or any Collaboration In-Licenses to which GSK is a Party.

1.135 ICH Guidelines” has the meaning set forth in Section 1.90 (GCP).

1.136 IND/CTA” means, in the United States, an effective Investigational New Drug Application (“IND”) filed with the FDA as more fully defined in 21 C.F.R. § 312.3, and, with respect to any other country or jurisdiction, the Clinical Study notification, Clinical Study application or other equivalent application (“CTA”) (i.e., a filing that must be made prior to commencing a Clinical Study or other clinical testing of any product in humans) filed with the applicable Regulatory Authority in such country or jurisdiction.

1.137 Initial Research Term” has the meaning set forth in Section 3.2.1 (Initial Research Term).

1.138 Initiation” or “Initiate” means, (i) with respect to a program, (a) that is a given Target Validation Program, [***], (b) that is the SERPINA1 Program, [***] (c) that is a given GSK CP, the date that a given [***], (d) that is a given Wave CP, [***], and (ii) with respect to a Clinical Study of a product, the date of the [***].

1.139 Joint Development Committee” or “JDC” has the meaning set forth in Section 2.4.1 (Composition).

1.140 Joint Know-How” means all Collaboration Know-How within the Collaboration Program Technology that is jointly owned by the Parties in accordance with Section 8.3 (Ownership of Collaboration Program Technology; Joint Technology).

1.141 Joint Patent Committee” or “JPC” has the meaning set forth in Section 2.5.1 (Composition).

1.142 Joint Patents” means all Collaboration Patents within the Collaboration Program Technology that are jointly owned by the Parties in accordance with Section 8.3 (Ownership of Collaboration Program Technology; Joint Technology).

1.143 Joint Research Committee” or “JRC” has the meaning set forth in Section 2.6.1 (Composition).

1.144 Joint Steering Committee” or “JSC” has the meaning set forth in Section 2.1 (Alliance Manager).

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1.145 Joint Technology” means all Joint Know-How and Joint Patents.

1.146 JRA Exception” has the meaning set forth in Section 8.4.2.

1.147 JRC TVP Special Meeting” has the meaning set forth in Section 3.4.8.2.

1.148 Know-How” means all commercial, technical, scientific, CMC, and other know‑how and information, inventions, discoveries, trade secrets, knowledge, technology, methods, processes, practices, formulae, instructions, skills, techniques, procedures, experiences, ideas, technical assistance, designs, drawings, assembly procedures, computer programs, specifications, data and results (including biological, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, preclinical, clinical, safety, manufacturing (including batch records for any relevant historic manufacturing campaigns), stability and quality control data and know‑how, including, regulatory data, study designs and protocols), and Materials, in all cases, whether or not confidential, proprietary, patentable, in written, electronic or any other form now known or hereafter developed, but excluding all Patents.

1.149 Loss of Market Exclusivity” means an event where, with respect to any Collaboration Product in any country: [***].

1.150 Losses” has the meaning set forth in Section 12.1 (Indemnification by GSK).

1.151 Major Market Country(ies)” means [***].

1.152 Manufacturing” or “Manufacture” means all activities related to the manufacture of compounds or products or any component or ingredient thereof, including manufacturing supplies for Development or Commercialization, formulation, analytical methods, manufacturing process development, manufacturing scale‑up, labeling, filling, processing, packaging, in‑process and finished product testing, release of product or any component or ingredient thereof, quality assurance and quality control activities related to manufacturing and release of product, ongoing stability tests, storage, shipment, and regulatory activities related to any of the foregoing.

1.153 Manufacturing Costs” means, with respect to any Collaboration Product [***]:

(a) [***];

(b) [***];

(c) [***];

(d) [***].

1.154 Manufacturing Lead” has the meaning set forth in Section 6.1.1 (General).

1.155 Material Safety Concern” means that in the good faith determination of a Party, a given Collaboration Product, or a Development, Manufacturing or Commercialization activity for such Collaboration Product, [***].

1.156 Materials” means all tangible compositions of matter, devices, articles of manufacture, assays, biological, chemical, or physical materials, and other similar materials.

1.157 Materials Receiving Party” has the meaning set forth in Section 4.4.3.1 (Transfer of Materials).

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1.158 Materials Supplying Party” has the meaning set forth in Section 4.4.3.1 (Transfer of Materials).

1.159 NDA” means any (a) New Drug Application pursuant to the FD&C Act submitted to the FDA, or (b) substantially similar application or submission thereto submitted to a Regulatory Authority in a country or group of countries within the Territory to obtain Regulatory Approval (but not Pricing Approval) to Commercialize a Collaboration Product in that country or in that group of countries, including with respect to the EU, a Marketing Authorization Application submitted to the EMA pursuant to the centralized approval procedure or to the applicable Regulatory Authority of a country in the EU with respect to the mutual recognition or any other national approval.

1.160 Net Sales” means, with respect to a Collaboration Product during a stated time period, the gross invoiced sales amounts for such Collaboration Product sold by or on behalf of the applicable Party or any of such Party’s Affiliates or Sublicensees (each, a “Selling Party”) in arm’s length transactions to Third Parties (but not including sales relating to transactions by and between a Party and its Affiliates or Sublicensees) as determined in accordance with such Selling Party’s applicable Accounting Standards as consistently applied, less the following deductions from such gross amounts which are actually incurred, allowed, paid, accrued or specifically allocated to such Collaboration Product and to the extent that such amounts are deducted from gross invoiced sales amounts as reported by such Selling Party in its financial statements in accordance with its applicable Accounting Standards, applied on a consistent basis:

(a) [***];

(b) [***];

(c) [***];

(d) [***];

(e) [***];

(f) [***]

(g) [***].

[***].

To the extent that a Selling Party receives consideration other than or in addition to cash upon the sale or disposition of a Collaboration Product, Net Sales will [***].

Notwithstanding anything to the contrary, [***].

For purposes of the definition of Net Sales: If any Collaboration Product under this Agreement is sold in the form of a Combination Product, a[***].

[***].

[***].

[***].

1.161 Non-Bankrupt Party” has the meaning set forth in Section 7.7 (Bankruptcy).

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1.162 Non-Breaching Party” has the meaning set forth in Section 13.5.1 (Right to Terminate for Material Breach).

1.163 Non-Escalatable Dispute” has the meaning set forth in Section 15.2 (Resolution by Executive Officers).

1.164 Oligonucleotide” means a polymer or oligomer of nucleotides, either individually or as part of a compound or a complex, and may contain any combination of natural and non-natural nucleobases, sugars, and internucleotidic linkages. Natural nucleobases, sugars, and internucleotidic linkages include those found in natural DNA or RNA, and non-natural nucleobases, sugars, and internucleotidic linkages include structures that [***]. For the avoidance of doubt, “Oligonucleotide” will not include a polymer or oligomer of nucleotides used to produce or manufacture a protein product by expressing the protein product from the polymer or oligomer.

1.165 Other Component” has the meaning set forth in Section 1.39 (Combination Product).

1.166 Out‑of‑Pocket Costs” means, with respect to certain activities for a Collaboration Compound or Collaboration Product directed to any Collaboration Target, as applicable, hereunder, [***].

1.167 Party” or “Parties” has the meaning set forth in the preamble.

1.168 Patent” means all patents and patent applications (including all continuations, continuations‑in‑part, divisionals, and substitutions), or other filings claiming priority thereto or sharing any common priority therewith, as well as any patents issued with respect to any such patent applications, reissues, re‑examinations, renewals, or extensions (including patent term adjustments, patent term extensions, supplemental protection certificates, or the equivalents thereof), registration or confirmation patents, patents resulting from post‑grant proceedings, patents of addition, restorations and extensions thereof, and any inventor’s certificates, and all equivalents and counterparts thereof in any country. For clarity, a patent filing (a patent or a patent application) is considered to have been made (or to be pending or in force) within a selected time period if the filing itself, or any other filing to which it claims priority or with which it shares any common priority, was made within (or was pending or in force within) the time period.

1.169 Patent Challenge” has the meaning set forth in Section 13.4 (Termination for Patent Challenge).

1.170 Patent(s) Costs” means [***].

1.171 Person” means any natural person, corporation, unincorporated organization, partnership, association, sole proprietorship, joint stock company, joint venture, limited liability company, trust or government, or Governmental Authority, or any other similar entity.

1.172 Personnel” means, with respect to any Person, its officers, directors, employees, workers, contractors, advisors, consultants, agents or other representatives.

1.173 Pharmacovigilance Agreement” has the meaning set forth in Section 5.4.3.

1.174 Phase 1 Study” means a clinical study of an investigational product in subjects with the primary objective of characterizing its safety, tolerability, pharmacodynamics and pharmacokinetics and identifying a recommended dose and regimen for future studies as described in 21 C.F.R. 312.21(a), or a comparable Clinical Study prescribed by the relevant Regulatory Authority in a country other than the United States.

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1.175 Phase 1/2 Study” means a Clinical Study that is designed to satisfy the requirements of 21 C.F.R. 312.21(a) or corresponding foreign regulations and is subsequently optimized or expanded to satisfy the requirements of 21 C.F.R. 312.21(b) (or corresponding foreign regulations).

1.176 Phase 2 Study” means a clinical study of an investigational product in subjects with the primary objective of characterizing its activity in a specific disease state as well as generating more detailed safety, tolerability, pharmacokinetics, pharmacodynamics, and dose finding information as described in 21 C.F.R. 312.21(b), or a comparable Clinical Study prescribed by the relevant Regulatory Authority in a country other than the United States including a human clinical trial that is also designed to satisfy the requirements of 21 C.F.R. 312.21(a) or corresponding foreign regulations and is subsequently optimized or expanded to satisfy the requirements of 21 C.F.R. 312.21(b) (or corresponding foreign regulations) or otherwise to enable a Phase 3 Study (e.g., a phase 1/2 trial).

1.177 Phase 3 Study” means a clinical study or real world study of an investigational product in subjects that incorporates accepted endpoints for confirmation of statistical significance of efficacy, and safety, with the aim to generate data and results to evaluate the overall benefit-risk relationship of the investigational product that can be submitted to obtain Regulatory Approval as described in 21 C.F.R. 312.21(c), or a comparable Clinical Study prescribed by the relevant Regulatory Authority in a country other than the United States.

1.178 [***].

1.179 Post‑Marketing Commitments” means any item, activity, task, a non‑human study, human clinical study, or other commitment with respect to a product initiated after receipt of Regulatory Approval (other than Pricing Approval) for such product in a country or territory, the completion of which is recommended or required by the Regulatory Authority in such country or territory in connection with the initial grant of, or to support or maintain such, Regulatory Approval for such product in such country or territory.

1.180 Pre-clinical or Clinical Supply Agreement” has the meaning set forth in Section 6.3 (Supply Agreements).

1.181 Prepaid Research Account” has the meaning set forth in Section 9.3.2 (Prepaid Research).

1.182 Pricing Approval” means any governmental approval, agreement, determination, or decision establishing the prices for a product that can be charged or reimbursed in regulatory jurisdictions where the applicable Governmental Authorities negotiate, approve, or determine the price or reimbursement of pharmaceutical products.

1.183 Pricing Matters” means all issues and decisions regarding (a) price, price terms and other contract terms with respect to product sales, including discounts, rebates, other price concessions and service fees to payors and purchasers, and (b) reimbursement programs applicable to a product. For clarity, “Pricing Matters” includes all financial issues and financial decisions with respect to contracting with managed care entities, hospitals, pharmacies, group purchasing organizations, pharmacy benefit managers, and Governmental Authorities, and specifically includes issues and decisions about the offer of discounts or rebates for formulary placement for products.

1.184 Promotion” means (a) any and all activities directed to the marketing, detailing, promotion of a product after Regulatory Approval has been obtained (including making, having made, using, importing, exporting, selling, and offering for sale such product), and will include post‑launch

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marketing, promoting, detailing, marketing research, distributing, customer service, administering commercially selling, having sold, or otherwise disposing or offering to dispose of such product, importing, exporting, or transporting such product for commercial sale, and all regulatory compliance with respect to the foregoing, and (b) otherwise marketing, selling, or exploiting commercially a product.

1.185 Proposed Target” has the meaning set forth in Section 3.3.2.2(a) (Gatekeeper Procedures).

1.186 Proposed Target Notice” has the meaning set forth in Section 3.3.2.2(a) (Gatekeeper Procedures).

1.187 Prosecution and Maintenance” or “Prosecute and Maintain” means, with regard to a particular Patent in a jurisdiction in the Territory, the preparation, drafting, filing, prosecution, maintenance and extension of such Patent (including any Patent Office proceedings such as any oppositions, interferences, reissue proceedings, ex-parte reexaminations, IPRs, and other post-grant proceedings for such Patent).

1.188 [***].

1.189 Quality Audit” has the meaning set forth in Section 6.6 (Audit of Wave’s Quality System).

1.190 [***]” means a conflict-free individual with sufficient experience for the relevant matter at issue, who [***].

1.191 [***]” has the meaning set forth in Section 2.8.3.1 (Referral to [***]).

1.192 Receiving Party” has the meaning set forth in Section 1.46 (Confidential Information).

1.193 Registrational Study” means a Clinical Study (regardless of whether or not called a “Phase 3 Study”) for a product the results of which, together with prior data and information concerning such product, are intended to be sufficient to meet the evidentiary standard for demonstrating the safety and efficacy of such active substance of such product established by a Regulatory Authority in any particular jurisdiction and is sufficient for filing of an NDA for such product in patients having the disease or condition being studied.

1.194 Regulatory Approval” means, with respect to a country or extra‑national territory, any and all approvals (including approvals of NDAs), licenses, registrations, or authorizations of any Regulatory Authority necessary in order to commercially distribute, sell, or market a pharmaceutical product in such country or some or all of such extra‑national territory, but excluding any Pricing Approvals. For the avoidance of doubt, Regulatory Approval received in the US in an expedited manner or in the EU in a conditional or exceptional manner, in each case, is a Regulatory Approval for purposes of this definition.

1.195 Regulatory Authority” means any Governmental Authority involved in granting Regulatory Approvals of pharmaceutical products, including the FDA, the EMA, the Japanese Ministry of Health, Labour and Welfare, and the Pharmaceuticals and Medical Devices Agency in Japan.

1.196 Regulatory Documents” means any regulatory application, submission, notification, communication, correspondence, registration, Regulatory Approval, or other filing made to, received from or otherwise conducted with a Regulatory Authority related to Developing,

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Manufacturing, obtaining marketing authorization, marketing, selling or otherwise Commercializing a pharmaceutical product in a particular country or jurisdiction.

1.197 Regulatory Exclusivity” means, with respect to a Collaboration Product in a country, any data exclusivity rights, market exclusivity rights, or other exclusive right, other than a Patent, granted, conferred or afforded by any Regulatory Authority in such country or otherwise under Applicable Law with respect to such Collaboration Product in such country, which either confers exclusive marketing rights with respect to a product or prevents another party from using or otherwise relying on the data supporting the approval of the Regulatory Approval for a product without the prior written authorization of the Regulatory Approval holder, as applicable, such as new chemical entity exclusivity, exclusivity associated with new Clinical Studies necessary to approval of a change (e.g., new indication or use), orphan drug exclusivity, non-patent-related pediatric exclusivity, or any other applicable marketing or data exclusivity, including any such periods under national implementations in the EU of Article 10 of Directive 2001/83/EC, Article 14(11) of Parliament and Council Regulation (EC) No 726/2004, Parliament and Council Regulation (EC) No 141/2000 on orphan medicines, Parliament and Council Regulation (EC) No 1901/2006 on medicinal products for pediatric use and all international equivalent.

1.198 Regulatory Lead” has the meaning set forth in Section 5.1 (General).

1.199 Related Party(ies)” means a Party’s Affiliates and Sublicensees.

1.200 Representatives” has the meaning set forth in Section 10.1 (Confidentiality Obligations).

1.201 Research Period” means each consecutive six (6) month period commencing January 1 and July 1 of any Calendar Year during the Research Term; provided, however that (a) the first Research Period of the Research Term will extend from the Effective Date until June 30, 2023; and (b) the last Research Period of the Research Term will end upon the expiration or termination of the Research Term.

1.202 Research Term” has the meaning set forth in Section 3.2.4 (Research Term).

1.203 Reversion License” has the meaning set forth in Section 13.7.5.2 (Reversion License).

1.204 Reversion Technology” means [***] in each case, [***].

1.205 Royalties” means, collectively, the SERPINA1 Product Royalty, GSK Collaboration Product Royalty, and Wave Collaboration Product Royalty.

1.206 Royalty Patents” means [***].

1.207 Royalty Rates” means, collectively, the royalty rates for the SERPINA1 Product Royalty set forth in Table 9.8.1, the GSK Collaboration Product Royalty set forth in Table 9.8.2 and the Wave Collaboration Product Royalty set forth in Table 9.8.3.

1.208 Royalty Report” has the meaning set forth in Section 9.10.2 (Reports and Royalty Payments).

1.209 Royalty Term” has the meaning set forth in Section 9.8.4.1 (Royalty Term).

1.210 Second Research Term Extension Fee” has the meaning set forth in Section 9.3.1 (Research Term Extension Fees).

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1.211 Second Research Term Extension Period” has the meaning set forth in Section 3.2.3 (Second Research Term Extension Period).

1.212 Selection of a Development Candidate” means [***].

1.213 Selling Party” has the meaning set forth in Section 1.160 (Net Sales).

1.214 Serious Adverse Event” means an adverse drug experience or circumstance that results in any of the following outcomes (a) death, (b) life‑threatening condition, (c) inpatient hospitalization or a prolongation of existing hospitalization, (d) persistent or significant disability or incapacity or substantial disruption of the ability to conduct normal life functions, (e) or a congenital anomaly/birth defect, (f) significant intervention required to prevent permanent impairment or damage, or (g) a medical event that may not result in death, be life‑threatening, or require hospitalization but, based on appropriate medical judgment, that may jeopardize the patient or subject and may require medical or surgical intervention to prevent one of the outcomes described in clauses (a) through (f).

1.215 SERPINA1 Backup Development” has the meaning set forth in Section 4.1.2.2.

1.216 SERPINA1 Backup Development Plan” has the meaning set forth in Section 4.1.2.3.

1.217 SERPINA1 Backup Development Term” has the meaning set forth in Section 4.1.2.3.

1.218 [***].

1.219 [***]” has the meaning set forth in Section 13.5.3.1.

1.220 SERPINA1 Collaboration In-License” has the meaning set forth in Section 7.6.2.2.

1.221 SERPINA1 Compound” means any Oligonucleotide designed to modulate alpha-1 antitrypsin protein by editing a mutation in the SERPINA1 gene transcript [***].

1.222 SERPINA1 Development Milestone Event” has the meaning set forth in Section 9.6.1 (SERPINA1 Development Milestone Payments).

1.223 SERPINA1 Development Milestone Payment” has the meaning set forth in Section 9.6.1 (SERPINA1 Development Milestone Payments).

1.224 SERPINA1 Infringement Action” has the meaning set forth in Section 8.8.2.1.

1.225 SERPINA1 Late Development Term” means, for the SERPINA1 Program, the period commencing on the date after the last day of the SERPINA1 Phase 1/2 Program Term and ending upon the [***] Program.

1.226 SERPINA1 Phase 1/2 Program” means the program for Wave to conduct [***] for the SERPINA1 Target through [***].

1.227 SERPINA1 Phase 1/2 Program Plan” has the meaning set forth in Section 4.1.1.1.

1.228 SERPINA1 Phase 1/2 Program Term” means the period commencing on the Effective Date and ending upon the [***].

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1.229 SERPINA1 Phase 1/2 Study” means [***].

1.230 SERPINA1 Phase 1/2 Study Data Package” means, with respect to the SERPINA1 Phase 1/2 Study, the following: [***].

1.231 SERPINA1 Potential In-License” has the meaning set forth in Section 7.6.2.1.

1.232 SERPINA1 Product” any pharmaceutical product, including all forms, presentations, strengths, doses and formulations thereof (including any method of delivery), containing or delivering a SERPINA1 Compound alone or as a Combination Product.

1.233 SERPINA1 Product Royalty” has the meaning set forth in Section 9.8.1 (SERPINA1 Product Royalties).

1.234 SERPINA1 Product Sales Milestone Event” has the meaning set forth in Section 9.7.1.1 (SERPINA1 Product Sales Milestone Payments).

1.235 SERPINA1 Product Sales Milestone Payment” has the meaning set forth in Section 9.7.1.1 (SERPINA1 Product Sales Milestone Payments).

1.236 SERPINA1 Program” means the Development and Commercialization, or other Exploitation of all SERPINA1 Compounds and SERPINA1 Products in accordance with this Agreement. For clarity, the SERPINA1 Program includes the SERPINA1 Phase 1/2 Program.

1.237 SERPINA1 Program Term” means the period commencing on the Initiation of the SERPINA1 Program and continuing for the remainder of the Term for the SERPINA1 Program. For clarity, the SERPINA1 Program Term includes the SERPINA1 Phase 1/2 Program Term and the SERPINA1 Late Development Term.

1.238 SERPINA1 Specific Patents” means, with respect to the SERPINA1 Program, [***].

1.239 SERPINA1 Target” means the Target identified on Schedule 1.239.

1.240 Subcommittees” has the meaning set forth in Section 2.3 (Subcommittees).

1.241 Sublicensee” means a Third Party to which a Party or its Affiliate has granted or grants rights to Develop, Manufacture, or Commercialize any Collaboration Compound or Collaboration Product, or any further sublicensee of such rights (regardless of the number of tiers, layers or levels of sublicenses of such rights), in each case, in accordance with Section 7.5 (Sublicensing Terms), as applicable.

1.242 Supply Agreement Dispute” has the meaning set forth in Section 6.3 (Supply Agreements).

1.243 Supply Agreements” has the meaning set forth in Section 6.3 (Supply Agreements).

1.244 Target” means (a) any specific nucleic acid or protein identified by (i) for each publicly known target, its NCBI Gene ID, or (ii) for each GSK Novel Target, its NCBI Gene ID (if available) or GSK’s internal identification number, and (b) if applicable, its genomic mutant identifier.

1.245 Target List” has the meaning set forth in Section 3.3.1 (Target List).

1.246 [***].

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1.247 [***].

1.248 [***].

1.249 Target Validation Budget” has the meaning set forth in Section 3.4.3 (Target Validation Plan and Approval).

1.250 Target Validation Plan” or “TVP” has the meaning set forth in Section 3.4.3 (Target Validation Plan and Approval).

1.251 Target Validation Program” has the meaning set forth in Section 3.4.1 (Overview).

1.252 Target Validation Report” has the meaning set forth in Section 3.4.8.2.

1.253 Target Validation Term” means, for a given Target Validation Program, the period commencing on the Initiation of the applicable Target Validation Program and ending upon [***].

1.254 Tax” and “Taxation” means any U.S. and non‑U.S. federal, state, local, regional, municipal, or other tax or taxation, levy, duty, charge, withholding, or other assessment of any kind (including any related fine, penalty, addition to tax, surcharge, or interest) imposed by, or payable to, a Tax Authority, including sales, use, excise, stamp, transfer, property, value added, goods and services, withholding, and franchise taxes.

1.255 Tax Authority” means any government, state or municipality or local, state, federal or other fiscal, revenue, customs or excise authority body or official in the United States or elsewhere.

1.256 Technical Failure” means with respect to any GSK CP, [***].

1.257 Terminated Product” means all Collaboration Compounds and Collaboration Products that are directed to a Terminated Target, in each case, in the form that each such Collaboration Compound and Collaboration Product exist as of the date of notice of such termination. For clarity, in the case of termination of this Agreement in its entirety, all Collaboration Compounds and Collaboration Products will be Terminated Products; provided that a termination of this Agreement in its entirety by GSK will not result in a termination with respect to any Wave Collaboration Targets or any Wave Collaboration Compound or Wave Collaboration Product for such Wave Collaboration Targets.

1.258 Terminated Target” means any Collaboration Target for which this Agreement has been terminated by either Party. All Collaboration Targets will be deemed Terminated Targets to the extent this Agreement is terminated in its entirety; provided that a termination of this Agreement in its entirety by GSK will not result in a termination with respect to any Wave Collaboration Targets. For clarity, once a Collaboration Target becomes a “Terminated Target” it will no longer be a Collaboration Target for purposes of this Agreement.

1.259 Territory” means worldwide.

1.260 Third Party” means any Person other than GSK, Wave, or their respective Affiliates.

1.261 Third Party Agreements” means, collectively, the Existing GSK Third Party Agreements, the Existing Wave Third Party Agreements and the Collaboration In-Licenses.

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1.262 Third Party Claims” has the meaning set forth in Section 12.1 (Indemnification by GSK).

1.263 Third Party Patent Challenge” means any court action or administrative proceedings (e.g., in front of a patent office or other Governmental Authority) that challenges or seeks reexamination of any aspect of enforceability, inventorship, ownership, priority, scope, term, or validity, of a Patent, or that seeks to compel licensing of such a Patent.

1.264 Trademark” means any trademark, trade name, service mark, service name, brand, domain name, trade dress, logo, slogan, or other indicia of origin or ownership, including the goodwill and activities associated with each of the foregoing.

1.265 Unavailable Target” means a Target that, at the relevant time, is [***].

1.266 United Kingdom”, “U.K.” or “UK” means the United Kingdom and its territories and possessions.

1.267 United States”, “U.S.” or “US” means the United States of America and its territories and possessions.

1.268 Upfront Payment” has the meaning set forth in Section 9.1 (Upfront Payment).

1.269 US Government” means the federal government of the United States.

1.270 Valid Claim” means a claim of a Patent that (a) has not been rejected, revoked or held to be invalid, unpatentable, or unenforceable by a court or other authority of competent jurisdiction, from which decision no appeal can be further taken, and (b) has not been finally abandoned, disclaimed or admitted to be invalid or unenforceable through reissue, re‑examination, or disclaimer, or otherwise, provided that any claim in any patent application pending for more than [***] from the earliest date to which such patent application claims priority will not be considered a Valid Claim for purposes of the Agreement from and after such [***], unless and until it is issued or granted.

1.271 Validation Target” means each Target that is designated as a Validation Target under Section 3.4.1 (Overview). For clarity, once [***] for purposes of this Agreement.

1.272 VAT” means any value added, sales, purchase, turnover or consumption tax as may be applicable in any relevant jurisdiction, including value added tax chargeable under legislation implementing Council Directive 2006/112/EC.

1.273 Wave” has the meaning set forth in the preamble.

1.274 Wave Acquisition” has the meaning set forth in Section 7.8.4 (Wave Acquisition of a Third Party).

1.275 Wave Acquisition Program” has the meaning set forth in Section 7.8.4 (Wave Acquisition of a Third Party).

1.276 Wave Background Know-How” means, on a Collaboration Program-by-Collaboration Program basis, any and all Know-How Controlled by Wave or any of its Affiliates [***].

1.277 Wave Background Patents” means, on a Collaboration Program-by-Collaboration Program basis, those Patents that are Controlled by Wave or any of its Affiliates [***].

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1.278 Wave Background Technology” means Wave Background Know-How and Wave Background Patents.

1.279 Wave COC Program” has the meaning set forth in Section 7.8.3 (Wave Change of Control).

1.280 Wave Collaboration Compounds” means, for each Wave Collaboration Target, any Oligonucleotides designed to modulate such Wave Collaboration Target [***].

1.281 Wave Collaboration Product” means any pharmaceutical product, including all forms, presentations, strengths, doses and formulations thereof (including any method of delivery), containing or delivering a Wave Collaboration Compound alone or as a Combination Product.

1.282 Wave Collaboration Product Royalty” has the meaning set forth in Section 9.8.3 (Wave Collaboration Product Royalty).

1.283 Wave Collaboration Product Specific Patent” means, with respect to a given Wave CP, any Patent within the GSK Technology or Wave Technology that [***] for such Wave CP.

1.284 Wave Collaboration Program” or “Wave CP” means, on a Wave Collaboration Target-by-Wave Collaboration Target basis, the Development, Commercialization and other Exploitation of all Wave Collaboration Compounds and Wave Collaboration Products directed to a given Wave Collaboration Target in accordance with this Agreement.

1.285 Wave Collaboration Target” means each Validation Target that is designated by Wave as a Wave Collaboration Target in accordance with Section 3.4.9 (Advancement to Collaboration Program).

1.286 Wave CP Infringement Action” has the meaning set forth in Section 8.8.4.1.

1.287 Wave CP Specific Patents” means for a given Wave CP, all Wave Collaboration Product Specific Patents for such Wave CP.

1.288 Wave CP Term” means, for a given Wave CP, the period commencing on the Initiation of such Wave CP and continuing for the remainder of the Term for such Wave CP.

1.289 Wave Indemnitees” has the meaning set forth in Section 12.1 (Indemnification by GSK).

1.290 [***] means a Target that, [***].

1.291 [***] means all activities and services [***].

1.292 Wave Other Patents” means all Patents in the Wave Technology other than [***].

1.293 Wave Party” means Wave UK or Wave US, as applicable.

1.294 Wave Platform” means [***].

1.295 Wave Platform Background Technology” means (a) all Wave Background Know-How that is specifically directed to or otherwise pertaining to the Wave Platform, and (b) all Wave Background Patents that Cover any technology included in the Wave Platform, or any use thereof.

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1.296 Wave Platform Collaboration Know-How” means all Collaboration Know-How that constitutes or is otherwise directed to [***]. For clarity, Wave Platform Collaboration Know-How does not include [***].

1.297 Wave Platform Collaboration Technology” means (a) all Wave Platform Collaboration Know-How, and (b) all Collaboration Patents to the extent [***]. For clarity, Wave Platform Collaboration Technology does not include [***].

1.298 Wave Platform Technology Patents” means all Patents [***].

1.299 Wave Ratio” has the meaning set forth in Section 9.1 (Upfront Payment).

1.300 Wave Sales Milestone Event” has the meaning set forth in Section 9.7.2 (Wave Sales Milestone Payments).

1.301 Wave Sales Milestone Payment” has the meaning set forth in Section 9.7.2 (Wave Sales Milestone Payments).

1.302 Wave Singapore” means Wave Life Sciences Ltd.

1.303 Wave Technology” means collectively, the Wave Background Technology, the Wave Platform Collaboration Technology and Wave’s interest in Collaboration Program Technology.

1.304 Wave Third Party Agreements” means any Existing Wave Third Party Agreements or any Collaboration In-Licenses to which Wave is a Party.

1.305 Wave UK” has the meaning set forth in the preamble.

1.306 Wave US” has the meaning set forth in the preamble.

2. GOVERNANCE

2.1 Alliance Manager. Promptly following the Effective Date, each Party will designate an individual to facilitate communication and coordination of the Parties’ activities under this Agreement relating to Collaboration Compounds and Collaboration Products and to provide support and guidance to the joint steering committee (the “Joint Steering Committee” or “JSC”) and any Subcommittees (each, an “Alliance Manager”). Alliance Managers are considered standing invitees to all JSC and Subcommittee meetings, but shall not be representatives of the JSC.

2.2 Joint Steering Committee.

2.2.1 Purpose; Composition. Within [***] after the Effective Date, the Parties will establish the JSC that will provide strategic oversight of the activities under this Agreement and facilitate communication between the Parties with respect to the Exploitation of Collaboration Compounds and Collaboration Products, all in accordance with this Agreement. The JSC will be composed of at least two (2) representatives of each Party (or such additional number of representatives as the Parties may mutually agree), with each representative having knowledge and expertise in the Exploitation of compounds and products similar to the Collaboration Compounds and Collaboration Products under this Agreement, and having sufficient seniority within the applicable Party to provide meaningful input and make decisions arising within the scope of the JSC’s responsibilities.

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Each Party may change its representatives to the JSC from time to time in its sole discretion, effective upon written notice to the other Party of such change. The JSC will be co-chaired by one (1) representative from each Party, whose responsibilities will include conducting meetings, including ensuring that objectives for each meeting are set and achieved, and meeting minutes will be taken. The chairpersons have no additional powers or rights beyond those held by the other JSC representatives.

2.2.2 JSC Meetings.

2.2.2.1 The JSC will meet once per Calendar Quarter (or more or less frequently as agreed by the Parties in writing). The meetings may occur in person or via teleconference or videoconference. For in person meetings, the location of JSC meetings will alternate between a location designated by GSK and a location designated by Wave. Each Party may also call for special meetings of the JSC to discuss matters requested by such Party (to the extent within the purview of the JSC or as otherwise mutually agreed by the Parties). As appropriate, the Parties may invite, on written confirmation by email to the other Party, a reasonable number of its employees that are needed for the specific discussion, and external consultants and scientific advisors only upon notice and written approval of the other Party, to attend its meetings as non-voting observers; provided that such invitees are bound by appropriate confidentiality and non-use obligations substantially similar to the ones set forth in this Agreement. The Alliance Managers will provide the members of the JSC with reasonable notice, which shall be no less than [***] notice of each regularly scheduled meeting except under exceptional circumstances and, to the extent reasonably practicable under the circumstances, no less than [***] notice of any special meetings of the JSC called by either Party. Each Party will be responsible for its own expenses in attending such meetings.

2.2.2.2 Meetings of the JSC will be effective only if at least one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. The Alliance Managers will be responsible for preparing agendas (together with the Co-Chairs) and, after each JSC meeting, preparing reasonably detailed written minutes (in English) of all JSC meetings that reflect material decisions made and action items identified at such meetings. Minutes will be circulated via e-mail for review and JSC approval within [***] after each JSC meeting. Approval of JSC meeting minutes will be documented in the minutes of the next JSC meeting.

2.2.2.3 For the avoidance of doubt, any references to a written report being prepared by the Parties and submitted or reviewed at the JSC, or at any Subcommittee, may be in the form of a visual presentation (with supporting analysis as required) unless the Parties mutually agree otherwise. In addition, where approval of the JSC is required in writing this may be as documented in minutes at a JSC meeting or recorded by email between the Parties and subsequently noted at the next JSC and recorded in the minutes of such JSC meeting.

2.2.3 Specific Responsibilities. In addition to its overall responsibility for providing strategic oversight with respect to the Parties’ activities under this Agreement, the JSC will have the following responsibilities:

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2.2.3.1 review and update Target Lists to include new Available Proposed Targets and relevant information as described in Section 3.3.2.2(b)(ii);

2.2.3.2 review notices to initiate Target Validation Programs, as described in Section 3.4.1;

2.2.3.3 document the extension of the Initial Research Term or First Research Term Extension Period, as described in Section 3.2.2 and 3.2.3, respectively;

2.2.3.4 document any JDC approved written development plan and budget for Wave’s or its Affiliates’ performance of certain aspects of Development activities mutually agreed upon by the Parties for the SERPINA1 Compounds and SERPINA1 Products during the SERPINA1 Late Development Term as described in Section 4.1.4.2;

2.2.3.5 facilitate the exchange of proposed Regulatory Documents and Regulatory Approvals between the Parties as described in Section 5.2.2 and 5.2.3;

2.2.3.6 review, discuss, and determine whether to approve as a SERPINA1 Collaboration In‑License any SERPINA1 Potential In-License, as described in Section 7.6.2 (SERPINA1 Potential In‑Licenses);

2.2.3.7 in the event that Wave is selected to be the Manufacturing Lead for [***] then the JSC will document this;

2.2.3.8 establish a joint manufacturing committee as a Subcommittee of the JSC that reports to the JSC, in accordance with terms mutually agreed by the JSC;

2.2.3.9 determine whether a [***] has occurred;

2.2.3.10 establish any such additional Subcommittees as it deems necessary to achieve the objective and intent of this Agreement;

2.2.3.11 oversee and supervise the Subcommittees and resolve issues or disputes elevated to it by the JDC, JPC and JRC, or any Subcommittee the JSC may establish; and

2.2.3.12 perform such other functions as are set forth in this Agreement, or as the Parties may mutually agree in writing, except where in conflict with any provision of this Agreement.

2.3 Subcommittees.

2.3.1 Meetings. From time to time, the JSC may establish working groups or subcommittees of the JSC (“Subcommittees”) as it deems necessary to oversee particular activities or otherwise achieve the objectives and intent of this Agreement in addition to the Subcommittees of the JSC that are the JDC, JPC and JRC (which have been set out in this Agreement), and such Subcommittees will be constituted and have such responsibility, and be subject to such procedures, as the JSC approves. The JDC, JPC and JRC will meet as necessary to carry out their respective duties, but at least once per Calendar Quarter during their respective tenure, unless otherwise agreed by its members. The meetings may occur in person or via teleconference or videoconference. For in person meetings, the location

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of Subcommittee meetings will alternate between a location designated by GSK and a location designated by Wave. Each Party will be responsible for its own expenses in attending such meetings. Meetings of each such Subcommittee will be effective only if at least one (1) representative of each Party (which representative is not such Party’s Alliance Manager) is present or participating in such meeting. As appropriate, the Parties may invite, on written confirmation by email to the other Party, a reasonable number of its employees that are needed for the specific discussion, and external consultants and scientific advisors only upon notice and written approval of the other Party, to attend its meetings as non-voting observers; provided that such invitees are bound by appropriate confidentiality and non-use obligations substantially similar to the ones set forth in this Agreement. The Alliance Managers will be responsible for preparing agendas and, after each meeting of each such Subcommittee, preparing reasonably detailed written minutes (in English) that reflect material recommendations made and action items identified at all such meetings. Minutes will be circulated via e-mail for review and approval of each such Subcommittee within [***] after each meeting. Approval of Subcommittee meeting minutes will be documented in the minutes of the next meeting of such Subcommittee.

2.4 Joint Development Committee.

2.4.1 Composition. Within [***] after the Effective Date, the Parties will establish a joint Development committee (the “Joint Development Committee” or the “JDC”), a Subcommittee of the JSC that reports to the JSC. The JDC will oversee the conduct of, coordinate the Parties’ activities, and facilitate communication between the Parties with respect to the responsibilities for the JDC set forth in Section 2.4.2 (JDC Responsibilities). The JDC will be composed of at least two (2) representatives of each Party (or such additional number of representatives as the Parties may mutually agree), with each representative having appropriate expertise, seniority, decision-making authority and ongoing familiarity with the collaboration under this Agreement, and each Party’s representatives collectively will have relevant expertise in the Development of pharmaceutical products. Each Party may change its representatives to the JDC from time to time in its sole discretion, effective upon written notice to the other Party of such change. The JDC will be co-chaired by one (1) representative from each Party, whose responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The chairpersons have no additional powers or rights beyond those held by the other JDC representatives.

2.4.2 JDC Responsibilities. The JDC will provide input regarding Development activities with respect to the SERPINA1 Program during [***]. The JDC will have the following responsibilities:

2.4.2.1 review, discuss and determine whether to approve amendments to the SERPINA1 Phase 1/2 Program Plan, as described in Section 4.1.1.1;

2.4.2.2 determine whether the SERPINA1 Phase 1/2 Program has [***];

2.4.2.3 document any election by GSK to advance the SERPINA1 Phase 1/2 Program for additional Development activities by GSK under Section 4.1.4 (Additional Development) as described in Section 4.1.1;

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2.4.2.4 review any notice of [***] for the SERPINA1 Phase 1/2 Program and review and comment on any wind-down plan for the SERPINA1 Phase 1/2 Program (or any subsequent amendments thereto) as described in Section 4.1.2.1;

2.4.2.5 determine whether the SERPINA1 Compound has [***] for the SERPINA1 Program;

2.4.2.6 document any election by GSK to advance a SERPINA1 Compound selected by it as a development candidate as described in Section 4.1.2.8;

2.4.2.7 prepare and approve a written development plan and budget for Wave’s or its Affiliates’ performance of certain aspects of Development activities mutually agreed upon by the Parties for the SERPINA1 Compounds and SERPINA1 Products during the SERPINA1 Late Development Term as described in Section 4.1.4.2;

2.4.2.8 review the Parties’ activities and progress with respect to the Development of any SERPINA1 Products in the Territory during the SERPINA1 Program Term;

2.4.2.9 provide updates to the JSC on the status of JDC activities; and

2.4.2.10 such other matters that as the Parties agree in writing will be the responsibility of the JDC.

2.4.3 Decision-Making Authority. The JDC will be a decision-making committee for the collaboration under this Agreement and to the Parties and will make decisions by consensus.

2.4.4 JDC Term. The JDC will terminate upon [***].

2.5 Joint Patent Committee.

2.5.1 Composition. Within [***] after the Effective Date, the Parties will establish a joint patent committee (the “Joint Patent Committee” or the “JPC”), a Subcommittee of the JSC that reports to the JSC. The JPC will monitor and provide strategic oversight of the activities under this Agreement and facilitate communication between the Parties with respect to the responsibilities for the JPC set forth in Section 2.5.2 (JPC Responsibilities). The JPC will be composed of at least one (1) representative of each Party (or such additional number of representatives as the Parties may mutually agree), with each representative having appropriate expertise, seniority, decision-making authority and ongoing familiarity with the collaboration under this Agreement, and each Party’s representatives collectively will have relevant expertise in intellectual property portfolio management and licensing matters. Each Party may change its representatives to the JPC from time to time in its sole discretion, effective upon written notice to the other Party of such change. The JPC will be co-chaired by one (1) representative from each Party, whose responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. The chairpersons have no additional powers or rights beyond those held by the other JPC representatives.

2.5.2 JPC Responsibilities. The JPC will provide input regarding [***] including, [***], the following activities:

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2.5.2.1 the substance to be included in a new patent application, including disclosures and claims of such applications;

2.5.2.2 decisions regarding whether or not to respond to an office action, and, if so, the substance of the response;

2.5.2.3 decisions regarding whether or not to file a continuation, continuation-in-part or divisional patent application, and, if so, the substance of each such filing;

2.5.2.4 decisions regarding whether or not to appeal a final rejection, and, if so, the substance of the appeal;

2.5.2.5 amendments;

2.5.2.6 decisions regarding abandonment of pending applications;

2.5.2.7 decisions whether or not to request or attend examiner interviews, and, if so, the strategy and content of, and attendance of, such interviews;

2.5.2.8 petitions to applicable patent offices, including whether to petition and, if so, the content of the petition;

2.5.2.9 decisions whether to reissue, and, if so, the substance of the reissue;

2.5.2.10 decisions relating to the countries or jurisdictions in which to file patent applications;

2.5.2.11 providing updates to the JSC on the status of JPC activities; and

2.5.2.12 such other matters that as the Parties agree in writing will be the responsibility of the JPC.

2.5.3 Decision-Making Authority. The JPC will be an advisory committee for the collaboration under this Agreement and to the Parties and will make recommendations to the Party who is responsible for decision-making in accordance with Section 8 (Intellectual Property).

2.6 Joint Research Committee

2.6.1 Composition. Within [***] after the Effective Date, the Parties will establish a joint research committee (the “Joint Research Committee” or the “JRC”), a Subcommittee of the JSC that reports to the JSC. The JRC will oversee the conduct of, coordinate the Parties’ activities, and facilitate communication between the Parties with respect to the responsibilities for the JRC set forth in Section 2.6.2 (JRC Responsibilities). The JRC will be composed of at least two (2) representatives of each Party (or such additional number of representatives as the Parties may mutually agree), with each representative having appropriate expertise, seniority, decision-making authority and ongoing familiarity with the collaboration under this Agreement, and each Party’s representatives collectively will have relevant expertise in the research of pharmaceutical products. Each Party may change its representatives to the JRC from time to time in its sole discretion, effective upon written notice to the other Party of such change. The JRC will be co-chaired by one (1) representative from each Party, whose responsibilities will include conducting meetings,

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including, when feasible, ensuring that objectives for each meeting are set and achieved. The chairpersons have no additional powers or rights beyond those held by the other JRC representatives.

2.6.2 JRC Responsibilities. The JRC will provide input regarding (a) each Target Validation Program under this Agreement, and (b) Development activities with respect to each GSK Collaboration Program during the [***], including the following activities:

2.6.2.1 review, discuss and approve Target Validation Plans and the corresponding Target Validation Budget and discuss, propose and approve material updates and material amendments to any Target Validation Plan and corresponding Target Validation Budget as described in Sections 3.4.3 and 3.4.4;

2.6.2.2 review the Parties’ activities and progress with respect to Target Validation Programs as described in 3.4.8;

2.6.2.3 convene the JRC TVP Special Meeting to review and discuss each Target Validation Report as described in Section 3.4.8.2, including whether there has been a technical failure for any Target Validation Program;

2.6.2.4 review notices from the Parties regarding whether to advance Validation Targets into Collaboration Programs, as described in Section 3.4.9;

2.6.2.5 determine whether there has [***];

2.6.2.6 document the Parties’ mutual written agreement that GSK or its Affiliates will perform certain aspects of Development activities for a given GSK CP during the GSK CP Early Development Term for such GSK CP as described in Section 4.2.1.3;

2.6.2.7 determine whether a GSK Collaboration Compound has [***];

2.6.2.8 document any election by GSK to advance a GSK Collaboration Compound selected by it as a development candidate as described in Section 4.2.1.8;

2.6.2.9 document the Parties’ mutual written agreement where Wave or its Affiliates may perform certain aspects of Development activities for a given GSK CP during the GSK CP Late Development Term as described in Section 4.2.2;

2.6.2.10 review the Parties’ activities and progress with respect to the Development of any GSK Collaboration Products for a given GSK CP in the Territory during the GSK CP Term;

2.6.2.11 review any notice of a [***] for a given GSK CP [***];

2.6.2.12 determine whether a GSK Collaboration Compound has [***] for a given GSK CP;

2.6.2.13 document any election by GSK to advance a GSK Collaboration Compound selected by it as a development candidate as described in Section 4.2.7.8;

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2.6.2.14 providing updates to the JSC on the status of JRC activities; and

2.6.2.15 such other matters that as the Parties agree in writing will be the responsibility of the JRC.

2.6.3 Decision-Making Authority. The JRC will be a decision-making committee for the collaboration under this Agreement and to the Parties and will make decisions by consensus.

2.6.4 JRC Term. The JRC as a committee in its entirety will terminate upon the expiration or earlier termination of [***]. The JRC will expire with respect to each GSK CP upon [***].

2.7 Decision-Making. Subject to the remainder of this Section 2.7 (Decision‑Making) and Section 2.8 (Resolution of Committee Disputes), decisions of the JSC and each Subcommittee will be made by [***].

2.7.1 Decisions of the Subcommittees. If a Subcommittee cannot reach [***] that comes before the Subcommittee within [***] of the meeting where such issue was raised and over which the applicable Subcommittee has oversight, then the Parties will refer such matter to the JSC for resolution in accordance with 2.7.2 (Decisions of the JSC). If a Subcommittee is empowered to make a decision and reaches [***] on the matter being decided, then such agreement on such issue shall be deemed to be a decision by (and agreement of) the JSC for all purposes under this Agreement. For clarity, the JPC is an advisory committee and does not have any decision-making authority.

2.7.2 Decisions of the JSC. The JSC has the authority (a) for matters specifically delegated to it or expressly specified in this Agreement, (b) to resolve disputes within the jurisdiction of any Subcommittees, (c) to establish Subcommittees as it deems necessary to achieve the objective and intent of this Agreement, and (d) with respect to any other matter agreed to by the Parties in writing. For clarity, neither the JSC nor any Subcommittee will have any power to amend, modify, or waive compliance with this Agreement. The JSC has no other authority under this Agreement. The JSC will use good faith efforts, in compliance with this Section 2.7.2 (Decisions of the JSC), to promptly resolve any such matter for which it has authority. If the JSC is unable to reach consensus with respect to any such matter for which it is responsible within [***] after a Party affirmatively states to the other Party that a decision needs to be made, then either Party may elect to submit such issue to the Parties’ Executive Officers in accordance with Section 2.8.1 (Referral to Executive Officers).

2.8 Resolution of Committee Disputes.

2.8.1 Referral to Executive Officers. If a Party makes an election under Section 2.7.2 (Decisions of the JSC) to refer a matter as to which the JSC cannot reach a consensus decision to the Executive Officers, then the JSC will submit in writing the respective positions of the Parties to their respective Executive Officers. Such Executive Officers will use good faith efforts, in compliance with this Section 2.8.1 (Referral to Executive Officers), to resolve promptly such matter within [***] after the JSC’s submission of such matter to such Executive Officers, which good faith efforts will include at least one in‑person meeting or meeting via teleconference or videoconference between such Executive Officers within [***] period.

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2.8.2 Final Decision-Making Authority; Non‑Critical Matters. If the Executive Officers are unable to reach agreement on any such matter referred to such Executive Officers under Section 2.8.1 (Referral to Executive Officers) within such [***], then, if such matter is not a Critical Matter:

2.8.2.1 Wave Decisions. Notwithstanding Section 2.8.2.3 (Manufacturing Lead Decisions), but subject to Section 2.8.5 (Mutual Agreement), Wave will have final decision-making authority over:

(a) matters related to the [***];

(b) [***];

(c) [***].

2.8.2.2 GSK Decisions. Notwithstanding Section 2.8.2.3 (Manufacturing Lead Decisions), but subject to Section 2.8.5 (Mutual Agreement), GSK will have final decision-making authority over:

(a) the development of any [***];

(b) all matters [***] related to [***];

(c) [***];

(d) all matters [***] related to [***]

(e) [***].

2.8.2.3 Manufacturing Lead Decisions. The applicable Manufacturing Lead will have final decision making authority over all other matters related to the conduct of Manufacturing of the applicable Collaboration Compounds and Collaboration Products directed to any Collaboration Target for which such Party is the Manufacturing Lead but will not have final decision making authority over [***] with respect to a particular Collaboration Target and the Collaboration Compounds and Collaboration Products directed to such Collaboration Target, which shall be determined in accordance with [***].

2.8.2.4 Wave CP. For clarity, the JSC will not oversee any Wave CP and Wave will have sole decision-making with respect to any Development or Commercialization of Wave Collaboration Compounds and Wave Collaboration Products for each Wave CP in the Field in the Territory, subject to the other applicable terms and conditions of this Agreement (for example, but not by way of limitation, limitations on license rights, including sublicensing, financial terms, exclusivity and diligence).

2.8.3 Final Decision-Making Authority; Critical Matters. If the Executive Officers are unable to reach unanimous agreement on any matter set forth in [***] then:

2.8.3.1 [***]. The following matters [***] will be referred to [***]:

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(a) Determination of whether the [***].

(b) Determination of whether a [***].

(c) Determination of whether a [***].

(d) Determination of whether a [***].

(e) Determination of whether a [***].

2.8.3.2 [***].

2.8.4 Escalatable Disputes. All matters specifically addressed in Section 2.8.2 (Final Decision‑Making Authority; Non-Critical Matters) or 2.8.3 (Final Decision‑Making Authority; Critical Matters) (collectively “Committee Disputes”), will be treated as specified in Section 2.8.2 (Final Decision‑Making Authority; Non-Critical Matters) or 2.8.3 (Final Decision‑Making Authority; Critical Matters), as applicable, [***]. All other matters for which [***] are unable to reach unanimous agreement on as specified [***] will be deemed Escalatable Disputes and escalated to [***].

2.8.5 Mutual Agreement. Notwithstanding anything to the contrary in Section 2.7 (Decision-Making) or 2.8 (Resolution of Committee Disputes), or anything else to the contrary in this Agreement, no changes will be adopted with respect to, and the Parties must reach mutual agreement regarding:

2.8.5.1 [***];

2.8.5.2 [***];

2.8.5.3 [***];

2.8.5.4 [***];

2.8.5.5 [***];

2.8.5.6 [***];

2.8.5.7 [***]; and

2.8.5.8 [***].

2.8.6 Limitations on Decisions. Notwithstanding anything to the contrary set forth in this Agreement, without the other Party’s prior written consent, no exercise of a Party’s decision‑making authority on any such matters may, without the other Party’s prior written consent, [***] (b) impose any requirements that the other Party take or decline to take any action that would result in a violation of any Applicable Law or any agreement with any Third Party (including any Third Party Agreement) or the infringement of intellectual property rights of any Third Party, (c) cause or have a sufficiently high likelihood of causing a Material Safety Concern, or (d) otherwise conflict with this Agreement.

2.9 Discontinuation of Participation on the JSC or any Subcommittee. The activities to be performed by the JSC and each Subcommittee will solely relate to governance under this

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Agreement, and are not intended to be or involve the delivery of services. Except as set forth in this Section 2 (Governance), the JSC and each Subcommittee will continue to exist unless and until the Parties mutually agree to disband any of the JSC or any Subcommittee.

3. RESEARCH COLLABORATION

3.1 Overview. The Parties will conduct a research collaboration during the Research Term under and in accordance with the terms and conditions of this Agreement (including the parameters set forth in Section 3.4.2 (Parameters for Target Validation Programs)), pursuant to which (a) the Parties will select Targets for inclusion in the research collaboration, (b) the Parties will conduct Target Validation Programs for Validation Targets, and (c) the Parties will select Collaboration Targets for use in Wave CPs or GSK CPs.

3.2 Research Term; Extension.

3.2.1 Initial Research Term. The initial term for the research collaboration will commence on the Effective Date and end upon the earliest of (a) 11:59 pm Eastern Time on the fourth (4th) anniversary of the Effective Date, (b) the effective date of termination of this Agreement in its entirety, and (c) the effective date of termination of this Agreement with respect to all Target Validation Programs and GSK CPs (the “Initial Research Term”).

3.2.2 First Research Term Extension Period. GSK will have the right, in its sole discretion, to extend the Initial Research Term by (a) [***] and (b) GSK thereafter paying Wave the First Research Term Extension Fee within [***] after the date of such notice. In the event that GSK complies with the foregoing notice and payment obligation, then the Initial Research Term will extend for the period commencing on the day after the end of the Initial Research Term and ending upon the earliest of (x) 11:59 pm Eastern Time on the [***] of the end of the Initial Research Term, (y) the effective date of termination of this Agreement in its entirety, and (z) the effective date of termination of this Agreement with respect to all Target Validation Programs and GSK CPs (the “First Research Term Extension Period”).

3.2.3 Second Research Term Extension Period. The Parties will have the right to extend the First Research Term Extension Period by (a) [***] and (b) GSK thereafter paying Wave the Second Research Term Extension Fee within [***] after the date of the Parties’ agreement (as documented by the JSC) to extend the First Research Term Extension Period. In the event that the Parties mutually agree to such extension and GSK complies with the foregoing payment obligation, then the First Research Term Extension Period will extend for the period commencing on the day after the end of the First Research Term Extension Period and ending upon the earliest of (x) 11:59 pm Eastern Time on the [***] of the end of the First Research Term Extension Period, (y) the effective date of termination of this Agreement in its entirety, and (z) the effective date of termination of this Agreement with respect to all Target Validation Programs and GSK CPs (the “Second Research Term Extension Period”).

3.2.4 Research Term. For purposes of this Agreement, the “Research Term” means the Initial Research Term plus (a) if applicable, the First Research Term Extension Period and (b) if applicable, the Second Research Term Extension Period.

3.3 Target Entry.

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3.3.1 Target List. As of the Execution Date, the Parties have mutually agreed to include the Targets set forth on Schedule 3.3.1 for entry into the research collaboration (such schedule, the “Target List”). The Target List [***]. The Target List indicates each Target [***]. The Target List may be updated from time to time in accordance with the gatekeeper provisions set forth in Section 3.3.2 (Gatekeeper).

3.3.2 Gatekeeper.

3.3.2.1 Gatekeeper. The Parties have engaged [***] to serve as a gatekeeper for the research collaboration under this Agreement (the “Gatekeeper”) through which GSK may inquire as to whether any Target that GSK would like to add to the Target List is available for inclusion in the research collaboration at such time (i.e., is not an Unavailable Target).

3.3.2.2 Gatekeeper Procedures.

(a) During the Research Term, GSK may, at its discretion, submit written inquiries to the Gatekeeper to determine if a Target is available for inclusion as a Target [***] under this Agreement (each, a “Proposed Target”); provided, for clarity, that (i) GSK will comply with the parameters on Targets as set forth in Section 3.4.2 (Parameters for Target Validation Programs); and (ii) Targets may not be added [***] after the Execution Date. GSK’s written inquiry to the Gatekeeper for each Proposed Target will include the following information (each, a “Proposed Target Notice”): (1) the identity of such Proposed Target (which includes the NCBI Gene ID for known targets), and if no such NCBI Gene ID exists then an unequivocal identifier of such target, and, if applicable, whether such Proposed Target is a[***].

(b) Upon receipt of a Proposed Target Notice, the Gatekeeper will notify Wave as soon as practicable of such inquiry by GSK without disclosing the identity of the Proposed Target, after which Wave will have [***] to provide the Gatekeeper a then-current list of Unavailable Targets, [***] (which includes the NCBI Gene ID for known targets), and if no such NCBI Gene ID exists then an unequivocal identifier of such target. Within [***] of receipt of the list of Unavailable Targets from Wave, the Gatekeeper will inform GSK in writing whether the Proposed Target is available.

(i) If the Gatekeeper informs GSK that a Proposed Target is an Unavailable Target, then such Proposed Target will not become a Target on the Target List, and the Parties will have no further obligations under this Agreement with respect to such Target.

(ii) If the Gatekeeper confirms that a Proposed Target is available for inclusion on the Target List (i.e., not an Unavailable Target) (an “Available Proposed Target”), then the Gatekeeper will provide written notice to both Parties, specifying all of the information that was included in the Proposed Target Notice (such notice, the “Available Proposed Target Notice”). Following the Parties’ receipt of an Available Proposed Target Notice from the

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Gatekeeper, the Parties will update [***] Target List[***] to include the new Target and its identity (including the NCBI Gene ID for known targets), and if no such NCBI Gene ID exists then an unequivocal identifier of such target, and, [***].

3.4 Target Validation Programs.

3.4.1 Overview. During the Research Term, each Party will have the right to select Targets from the Target List to initiate target validation programs under this Agreement (each Target that is selected, a “Validation Target”, and each program for a Validation Target, a “Target Validation Program”); provided that the Target Validation Programs will be subject to the parameters set forth in Section 3.4.2 (Parameters for Target Validation Programs). A Party will provide written notice to the JSC in order to initiate a Target Validation Program, which notice will include (a) the identity of the Party initiating the Target Validation Program, (b) the identity of the applicable Validation Target, and (c) the [***].

3.4.2 Parameters for Target Validation Programs. The Parties acknowledge and agree that the Targets selected for target entry under this Section 3.4 (Target Validation Programs) will be subject to the following parameters:

3.4.2.1 the Targets selected for inclusion in a Target Validation Program will be limited to the Targets set forth on the Target List (as such Target List may be updated from time to time in accordance with Section 3.3 (Target Entry);

3.4.2.2 Wave is entitled to initiate Target Validation Programs with Targets [***], and Wave may do so with respect to a specific Target [***];

3.4.2.3 GSK is entitled to initiate Target Validation Programs with Targets [***];

3.4.2.4 GSK will be entitled to initiate up to a total of [***] Target Validation Programs during the Initial Research Term [***];

3.4.2.5 if the First Research Term Extension Period occurs, GSK will be entitled to initiate up to a total of [***] additional Target Validation Programs during the First Research Term Extension Period;

3.4.2.6 if the Second Research Term Extension Period occurs, GSK will be entitled to initiate up to a total of [***] additional Target Validation Programs during the Second Research Term Extension Period;

3.4.2.7 GSK will be entitled to initiate no more than [***] Target Validation Programs across each Calendar Year of the Research Term;

3.4.2.8 no more than [***] Target Validation Programs initiated by GSK may be active at any one time during the Research Term [***] and

3.4.2.9 new Target Validation Programs may be initiated only during the [***].

3.4.3 Target Validation Plan and Approval. Within [***] after the date of a Party’s written notice to the JSC to initiate a new Target Validation Program for a new Validation Target

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(or such longer period of time as the Parties mutually agree), the Parties will prepare and provide the JRC with a proposed written research plan for the Target Validation Program for such Validation Target (each, a “Target Validation Plan”) for the JRC’s review, discussion and approval, which must be [***] Each Target Validation Plan shall include: [***]. A sample Target Validation Plan for a Validation Target [***] is attached hereto as Schedule 3.4.3; provided that the Parties acknowledge and agree that the activities to be conducted by the Parties may be different in scope (including the amount of activities, the timeline, the list of deliverables, etc.) as compared to the sample Target Validation Plan set forth in Schedule 3.4.3 [***]. The JRC will endeavor to approve each Target Validation Plan within [***] after the receipt of the proposed Target Validation Plan (or such other time period as the Parties may mutually agree).

3.4.4 Target Validation Plan Amendments. Following the JRC’s approval of the Target Validation Plan for a given Target Validation Program, the JRC will discuss, propose and approve updates and amendments thereto; provided that no amendment to a given Target Validation Plan will be effective unless and until approved by the JRC.

3.4.5 Target Validation Program Diligence. For each Target Validation Program, each Party will use Commercially Reasonable Efforts to (a) perform the activities assigned to such Party under the Target Validation Plan for such Target Validation Program in accordance with the timelines set forth therein, and (b) deliver the deliverables set forth in the Target Validation Plan for such Target Validation Program.

3.4.6 Target Validation Program Costs. All costs and expenses for the performance of Target Validation Programs [***]. All costs and expenses for the performance of Target Validation Programs [***] provided that, upon Initiation of any Target Validation Program [***] for such Target Validation Program at no cost to Wave (which information may only be used by Wave for the limited purpose of conducting such Target Validation Program and for no other use or purpose).

3.4.7 Operational Discretion. Subject to the terms and conditions of this Agreement, the Party to which an activity under any Target Validation Plan is assigned will have the right to make decisions with respect to how such activity is conducted from an operational perspective; provided that (a) such decisions are consistent with this Agreement and the applicable Target Validation Plan and (b) such decisions are consistent with customary business practices for other of its similar products. For clarity, as between the Parties, Wave will make all operational decisions for [***].

3.4.8 Information Rights; Target Validation Report.

3.4.8.1 For each Target Validation Program, each Party will provide the JRC with a summary of the material activities conducted by or on behalf of such Party or any of its Affiliates or Sublicensees for such Target Validation Program. Such summary will be provided to the JRC at least [***] during the Target Validation Term for such Target Validation Program.

3.4.8.2 For each Target Validation Program, each Party will provide a written report to the JRC summarizing the results and deliverables of its activities for such Target Validation Program (the “Target Validation Report”) within [***] after the earliest of [***]; provided that (i) Wave will be entitled, in its sole discretion, to initiate a Wave CP for [***] in accordance with Section 3.4.9 (Advancement to

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Collaboration Program) without the Parties’ completing a Target Validation Report for such Validation Target; and (ii) GSK will be entitled, in its sole discretion, to initiate a GSK CP, subject to Section 3.4.9.4(d), for [***] in accordance with Section 3.4.9 (Advancement to Collaboration Program) without the Parties’ completing a Target Validation Report for such Validation Target. The JRC will convene a special meeting to review and discuss each Target Validation Report within [***] after the date of the JRC’s receipt of such report (or such other time period as the Parties may mutually agree) (the “JRC TVP Special Meeting”).

3.4.9 Advancement to Collaboration Program.

3.4.9.1 A Party may, in its sole discretion, provide written notice to the JRC indicating whether such Party desires to advance a Validation Target into a GSK CP or Wave CP under this Agreement in accordance with this Section 3.4.9 (Advancement to Collaboration Program) and subject to the parameters set forth in Section 3.4.9.2.

3.4.9.2 The Parties acknowledge and agree that the advancement of Validation Targets into Wave CPs and GSK CPs under this Agreement will be subject to the following parameters:

(a) Wave is entitled to initiate up to 3 Wave CPs with Validation Targets listed [***] during the Initial Research Term; provided that Wave will be entitled to initiate additional Wave CPs for Validation Targets [***] during the Research Term if agreed by GSK, such agreement not to be unreasonably withheld, conditioned or delayed; [***]:

(i) if Wave has [***] then Wave will be entitled [***],

(ii) if Wave has [***] then Wave will be entitled [***] and

(iii) if Wave is [***].

(b) GSK is entitled to initiate GSK CPs with Validation Targets [***];

(c) GSK will be entitled to initiate up to a total of 8 GSK CPs during the Initial Research Term;

(d) if the First Research Term Extension Period occurs, and Wave has not initiated [***] by the beginning of the First Research Term Extension Period, Wave will be entitled to initiate [***] Wave CP with Validation Targets listed [***] during the First Research Term Extension Period (or Second Research Term Extension Period, if applicable);

(e) if the First Research Term Extension Period occurs, GSK will be entitled to initiate up to a total of [***] additional GSK CPs during the First Research Term Extension Period;

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(f) if the Second Research Term Extension Period occurs, GSK will be entitled to initiate up to a total of [***] additional GSK CPs during the Second Research Term Extension Period; and

(g) Wave CPs and GSK CPs may be initiated only during the Research Term.

3.4.9.3 If the applicable Validation Target for a given Target Validation Program is [***] then Wave is entitled, in its sole discretion, to provide written notice to the JRC indicating that Wave would like to advance such Validation Target into a Collaboration Program under this Agreement (including, for clarity, without initiating or completing a Target Validation Program for such Validation Target); provided that if a JRC TVP Special Meeting occurs for such Validation Target, then Wave must issue such written notice by no later than [***]. If Wave provides such written notice to the JRC, then (a) such Target will cease to be a Validation Target and will be removed from [***] effective as of the date of Wave’s notice, (b) such Target will become a “Wave Collaboration Target” under this Agreement effective as of the date of Wave’s notice, and (c) Wave will conduct a Collaboration Program for such Wave Collaboration Target (a “Wave Collaboration Program” or “Wave CP”) in accordance with Section 4.3 (Wave Collaboration Programs). If Wave provides written notice to the JRC that Wave does not want to advance such Validation Target to a Wave CP (or Wave does not provide such written notice to the JRC during such [***] then (i) such Target will cease to be a Validation Target and will be removed [***] whichever is earlier.

3.4.9.4 If the applicable Validation Target for a given Target Validation Program is [***], then (X) Wave may provide written notice to the JRC during the [***] or if GSK provided written notice to the JSC indicating that GSK would like to advance such Validation Target into a Collaboration Program under this Agreement without initiating or completing a Target Validation Program for such Validation Target, then during the [***], in each case indicating that Wave would like to advance such Validation Target into a Collaboration Program under this Agreement, and (Y) GSK may provide written notice to the JSC during the [***] for such Validation Target, or if GSK provided written notice to the JSC indicating that GSK would like to advance such Validation Target into a Collaboration Program under this Agreement without initiating or completing a Target Validation Program for such Validation Target, then during the [***] in each case, indicating that GSK would like to advance such Validation Target into a Collaboration Program under this Agreement. If a Party fails to provide written notice to the JRC during the foregoing period of time applicable to it [***] for a given Validation Target indicating whether such Party would like to advance such Validation Target into a Collaboration Program under this Agreement, then such Party will be deemed to have provided a notice indicating that such Party does not want to advance such Validation Target into a Collaboration Program as of the last day of such applicable period of time.

(a) If (i) Wave’s notice indicates that Wave wants to advance such Validation Target into a Collaboration Program and (ii) GSK’s notice indicates that GSK does not want to advance such Validation Target into a Collaboration Program, then [***] (B) such Target will become a Wave Collaboration Target under this Agreement effective as of the latter date of such notices,

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and (C) Wave will conduct a Wave CP for such Wave Collaboration Target in accordance with Section 4.3 (Wave Collaboration Programs).

(b) If (i) GSK’s notice indicates that GSK wants to advance such Validation Target into a Collaboration Program and (ii) Wave’s notice indicates that Wave does not want to advance such Validation Target into a Collaboration Program, then [***] (B) such Target will become a “GSK Collaboration Target” under this Agreement effective as of the latter date of such notices, (C) Wave will conduct a Collaboration Program for such GSK Collaboration Target (a “GSK Collaboration Program” or “GSK CP”) in accordance with Section 4.2 (GSK Collaboration Programs), and (D) GSK will pay the GSK Collaboration Program Initiation Fee for such GSK CP in accordance with Section 9.4 (GSK Collaboration Program Initiation Fee).

(c) If both Parties’ notices indicate that the respective Party does not want to advance such Validation Target into a Collaboration Program, then (i) such Target will cease to be a Validation Target [***].

(d) [***]:

(i) if Wave has [***] as of the latter date of such notices, then (A) such Target will cease to be a Validation Target and will be removed from [***] as of the latter date of such notices, (B) such Target will become a GSK Collaboration Target under this Agreement effective as of the latter date of such notices, (C) Wave will conduct a GSK CP in accordance with Section 4.2 (GSK Collaboration Programs), and (D) GSK will pay the GSK Collaboration Program Initiation Fee for such GSK CP in accordance with Section 9.4 (GSK Collaboration Program Initiation Fee).

(ii) If (A) Wave has [***] as of the latter date of such notices, and [***] then (1) such Target will cease to be a Validation Target and will be removed from [***] as of the latter date of such notices, (2) such Target will become a Wave Collaboration Target under this Agreement effective as of the latter date of such notices, and (3) Wave will conduct a Wave CP for such Wave Collaboration Target in accordance with Section 4.3 (Wave Collaboration Programs).

(iii) If (A) Wave has [***] then (1) such Target will cease to be a Validation Target and will be removed from [***] as of the latter date of such notices, (2) such Target will become a GSK Collaboration Target under this Agreement effective as of the latter date of such notices, (3) Wave will conduct a GSK CP in accordance with Section 4.2 (GSK Collaboration Programs), and (4) GSK will pay the GSK Collaboration Program Initiation Fee for such GSK CP in accordance with Section 9.4 (GSK Collaboration Program Initiation Fee).

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(iv) For purposes of this Section 3.4.9.4, within the earlier of [***] (2) if the First Research Term Extension Period occurs, (x) GSK will be entitled to [***] and (3) if the Second Research Term Extension Period occurs, [***].

3.4.9.5 If the applicable Validation Target for a given Target Validation Program is [***] then GSK is entitled, in its sole discretion, to provide written notice to the JSC indicating that GSK would like to advance such Validation Target into a Collaboration Program under this Agreement (including, for clarity, without initiating or completing a Target Validation Program for such Validation Target); provided that if a JRC TVP Special Meeting occurs for such Validation Target, then GSK must issue such written notice by no later than [***]. If GSK provides such written notice to the JRC, then (a) such Target will cease to be a Validation Target [***] (b) such Target will become a GSK Collaboration Target under this Agreement effective as of the date of GSK’s notice, (c) Wave will conduct a GSK CP for such GSK Collaboration Target in accordance with Section 4.2 (GSK Collaboration Programs), and (d) GSK will pay the GSK Collaboration Program Initiation Fee for such GSK Collaboration Program in accordance with Section 9.4 (GSK Collaboration Program Initiation Fee). If GSK provides written notice to the JRC that GSK does not want to advance such Validation Target to a GSK CP or GSK does not provide a written notice to the JRC during such [***] then (i) such Target will cease to be a Validation Target [***].

3.4.9.6 On the last day of the Initial Research Term [***].

3.4.9.7 On the last day of the Research Term, [***].

4. DEVELOPMENT AND COMMERCIALIZATION

4.1 SERPINA1 Program.

4.1.1 SERPINA1 Phase 1/2 Program.

4.1.1.1 During the SERPINA1 Phase 1/2 Program Term, Wave will have the exclusive right to conduct (directly or through any of its Affiliates or Sublicensees, [***], the SERPINA1 Phase 1/2 Program, [***]. The SERPINA1 Phase 1/2 Program will be conducted in accordance with a written plan setting forth the SERPINA1 Phase 1/2 Program, including the relevant timelines with respect thereto (the “SERPINA1 Phase 1/2 Program Plan”); provided that (a) the initial SERPINA1 Phase 1/2 Program Plan is set forth on Schedule 4.1.1 and (b) from time to time during the SERPINA1 Phase 1/2 Program Term, [***] have the right to propose amendments to the SERPINA1 Phase 1/2 Program Plan, to the JDC to review, discuss and determine whether to approve in accordance with Section 2.4.2 (JDC Responsibilities).

4.1.1.2 During the SERPINA1 Phase 1/2 Program Term, within [***] Wave will present a written report to the JDC that identifies and includes all relevant data and results relating to the SERPINA1 Phase 1/2 Program, [***]. Within thirty (30) days after the delivery of such report (or such longer period of time as may be reasonably determined by the JDC, but in no event longer than [***], the JDC

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will (a) meet, discuss and review the report and associated material data and results and (b) determine whether such SERPINA1 Phase 1/2 Program has [***].

4.1.1.3 In the event that the JDC does not agree on whether the SERPINA1 Phase 1/2 Program has [***], then such dispute will be escalated to the JSC for resolution. In the event that the JSC does not agree on whether such the SERPINA1 Phase 1/2 Program has [***].

4.1.1.4 Upon any such agreement or decision [***] that the SERPINA1 Phase 1/2 Program has [***], (a) it will be recorded in the minutes of a JSC meeting, and (b) the SERPINA1 Development Milestone Payment for having [***] will be due and payable by GSK to Wave in accordance with Section 9.6.1 (SERPINA1 Development Milestone Payments).

4.1.1.5 Promptly following the availability [***] Wave will deliver to GSK the [***]. Following receipt of such notice, Wave will promptly deliver to GSK the [***]. Within the time period that is the [***], GSK may in [***] advance the SERPINA1 Phase 1/2 Program for additional Development activities by GSK under Section 4.1.4 (Additional Development); provided, for clarity, that such [***] will thereafter be commenced on the date of GSK’s receipt of the [***]. Upon such election by GSK, (a) such election will be recorded in the minutes of a JSC meeting, (b) GSK will use Commercially Reasonable Efforts to perform Development activities for the SERPINA1 Compounds and SERPINA1 Products in accordance with Section 4.1.4 (Additional Development) and (c) the SERPINA1 Development Milestone Payment for the [***] will be due and payable by GSK to Wave in accordance with Section 9.6.1 (SERPINA1 Development Milestone Payments).

4.1.2 Clinical Failure.

4.1.2.1 If, at any time during the SERPINA1 Phase 1/2 Program Term, Wave reasonably believes that there has been a Clinical Failure for the SERPINA1 Phase 1/2 Program, Wave will provide written notice of such Clinical Failure to the JDC, which notice will identify whether [***]. Promptly following the receipt of Wave’s notice of such Clinical Failure, Wave will prepare a wind-down plan for the SERPINA1 Phase 1/2 Program, which wind-down plan (or any subsequent amendments thereto) will be subject to review and comment by the JDC, which comments Wave will take reasonably into account. The Parties will conduct the activities set forth in the wind-down plan in accordance with the terms and conditions thereof and otherwise in accordance with this Agreement, and the SERPINA1 Phase 1/2 Program will terminate upon the completion of the activities under the wind-down plan. [***].

4.1.2.2 Upon GSK’s written request, which request must be made [***] after the date of Wave’s notice of a Clinical Failure for the SERPINA1 Phase 1/2 Program to the JSC, Wave will have the exclusive right to conduct (directly or through any of its Affiliates or Sublicensees, and at its own cost and expense), and will undertake, under the oversight and decision-making of the JDC, additional Development activities to identify a SERPINA1 Compound that satisfies the Backup Criteria for the SERPINA1 Program in accordance with this Section 4.1 (SERPINA1 Program) (the “SERPINA1 Backup Development”). If GSK does

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not make such request within such [***] period, then this Agreement will terminate automatically for the SERPINA1 Target, effective as of the last day of such [***] period.

4.1.2.3 Prior to Wave commencing any SERPINA1 Backup Development for the SERPINA1 Target, Wave will prepare, in consultation with GSK and taking into good faith consideration comments from GSK, a reasonable written plan for such SERPINA1 Backup Development (the “SERPINA1 Backup Development Plan”), which will include (a) a description of the Development activities to be conducted by or on behalf of Wave for the SERPINA1 Backup Development, (b) the duration of such SERPINA1 Backup Development [***]. The SERPINA1 Backup Development Term may be extended one time for up to an [***] period upon the mutual agreement of the Parties; provided that GSK will be responsible for all costs and expenses incurred during such extension period.

4.1.2.4 During the SERPINA1 Backup Development Term, within [***] after Wave reasonably believes that it has identified a SERPINA1 Compound that has satisfied the Backup Criteria for the SERPINA1 Program, Wave will present a written report to the JDC that identifies such SERPINA1 Compound and includes all relevant data and results relating to such SERPINA1 Compound, including [***]. [***] after the delivery of such report (or such longer period of time as may be reasonably determined by the JDC, but in no event longer than [***], the JDC will (a) meet, discuss and review the report and associated data and results and (b) determine whether such SERPINA1 Compound has satisfied the Backup Criteria for the SERPINA1 Program. If the JDC does not believe that such SERPINA1 Compound has satisfied the Backup Criteria for the SERPINA1 Program, then Wave will use Commercially Reasonable Efforts during the remainder of the SERPINA1 Backup Development Term to conduct additional Development activities in accordance with the SERPINA1 Backup Development Plan, and thereafter present a report to the JDC as and to the extent applicable in this Section 4.2.1.4.

4.1.2.5 In the event that the JDC does not agree on whether such SERPINA1 Compound has satisfied the Backup Criteria, then such dispute will be escalated to the JSC for resolution. In the event that the JSC does not agree on whether such SERPINA1 Compound has satisfied the Backup Criteria, then such dispute will be escalated to the Executive Officers for resolution. [***].

4.1.2.6 Upon any such agreement or decision [***] that the SERPINA1 Compound has satisfied the Backup Criteria, (a) it will be recorded in the minutes of a JSC meeting, and (b) such SERPINA1 Compound will be designated as [***]. If the Clinical Failure of the SERPINA1 Phase 1/2 Program that led to the SERPINA1 Backup Development occurred [***]. If the Clinical Failure of the SERPINA1 Phase 1/2 Program that led to the SERPINA1 Backup Development occurred [***] provided that if there is a Clinical Failure of [***] for the SERPINA1 Target, effective as of the [***] after such Clinical Failure is reported to the JDC.

4.1.2.7 Upon any such agreement or decision [***] that the SERPINA1 Compound has not satisfied the Backup Criteria, (a) it will be recorded in the minutes of a JSC meeting, and [***].

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4.1.2.8 GSK may, in its sole discretion, elect to advance a SERPINA1 Compound selected by it as a [***]. Upon any such selection of a SERPINA1 Compound as a [***] by GSK, (a) such selection will be recorded in the minutes of a JSC meeting, and (b) GSK will use Commercially Reasonable Efforts to perform Development activities for the SERPINA1 Compounds and SERPINA1 Products in accordance with Section 4.1.4 (Additional Development).

4.1.2.9 In the event that a new [***] is not designated or selected in accordance with Section 4.1.2.6 or 4.1.2.8 during the SERPINA1 Backup Development Term for the SERPINA1 Target, then [***].

4.1.3 Technology Transfer.

4.1.3.1 Wave will, [***], conduct a one-time technology transfer to GSK as follows: (a) promptly (but no later than [***] following the Effective Date, transfer to GSK existing [***] including as set forth in Schedule 4.1.3.1 attached hereto, (b) provide GSK with each [***] with respect to the SERPINA1 Phase 1/2 Program within [***] after each such report is complete, (c) provide GSK with the [***] for the SERPINA1 Product within [***] after its filing, and (d) provide GSK with additional supportive data related to such [***]. In addition, Wave will, [***] following either (i) the [***] in accordance with Section 4.1.2.4, transfer to GSK or its designated Affiliate (to the extent not already transferred) a copy of all Know-How (excluding [***] and Regulatory Documents (if applicable) in the Wave Technology that are related to SERPINA1 Compounds or SERPINA1 Products, in its possession or Control, including any documentation (whether held in paper or electronic format) or similar removable media (including e-mails, documents, spreadsheets, copies of standard operating procedures or technical specifications); provided that any documentation transferred electronically will be in an electronic format reasonably acceptable to both Parties and such disclosure will be subject to Section 8.1.2 (Disclosure), which, without limiting the foregoing, shall include all of the information provided for on Schedule 4.1.3.1 attached hereto.

4.1.3.2 To assist with any transfer of Know-How (excluding [***]) under this Section 4.1.3 (Technology Transfer) in addition to information provided for on Schedule 4.1.3.1 and GSK’s exploitation thereof in accordance with the terms of this Agreement, Wave will make up to [***] of its personnel that worked on the SERPINA1 Target reasonably available to GSK during normal business hours at a mutually agreeable date and time to transfer such Know-How ([***]) to GSK and respond to GSK’s reasonable inquiries with respect thereto, provided that, such assistance will not exceed [***] of time provided by Wave employees unless otherwise agreed by Wave. All assistance provided pursuant to this Section 4.1.3 (Technology Transfer) will be at [***] incurred in connection with providing such assistance in accordance with a budget to be agreed in advance.

4.1.4 Additional Development.

4.1.4.1 Subject to Section 4.1.4.2, during the SERPINA1 Late Development Term, GSK will have the exclusive right to conduct (directly or through any of its Affiliates or Sublicensees, and, subject to Section 9.5.1 (SERPINA1 Program Expenses), at its own cost and expense), and the sole responsibility for undertaking, under

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the oversight and decision-making of the JDC [***] thereafter in its sole decision-making authority in all matters relating to, all Development of SERPINA1 Compounds and SERPINA1 Products in the Field in the Territory.

4.1.4.2 The Parties may mutually agree that Wave or its Affiliates will perform (a) certain activities prior to the SERPINA1 Late Development Term that are outside the scope of the SERPINA1 Phase 1/2 Program, such as Manufacturing activities in preparation of activities to be conducted under Section 4.1.4.1 or chronic toxicology studies or (b) certain aspects of Development activities for the SERPINA1 Compounds and SERPINA1 Products during the SERPINA1 Late Development Term, in each case ((a) or (b)), at GSK’s cost and expense in accordance with a written development plan and budget that is prepared and approved by the JDC and documented via the JSC.

4.1.5 Commercialization. Commencing on the first day of the SERPINA1 Late Development Term and continuing during the remainder of SERPINA1 Term, GSK will have the exclusive right to conduct (directly or through any of its Affiliates or Sublicensees, and at its own cost and expense), and the sole responsibility for undertaking and sole decision-making authority in all matters relating to, any Commercialization of the SERPINA1 Compounds and SERPINA1 Products in the Field in the Territory, including sole responsibility for any decisions and negotiations with relevant Governmental Authorities regarding price and reimbursement status of any SERPINA1 Products in the Territory.

4.1.6 SERPINA1 Diligence Obligations.

4.1.6.1 During the SERPINA1 Phase 1/2 Program Term, Wave will use Commercially Reasonable Efforts to conduct the SERPINA1 Phase 1/2 Program.

4.1.6.2 During the SERPINA1 Backup Development Term (if any), Wave will use Commercially Reasonable Efforts to conduct the SERPINA1 Backup Development.

4.1.6.3 Commencing on the first day of the SERPINA1 Late Development Term and continuing during the remainder of SERPINA1 Term, GSK will use Commercially Reasonable Efforts (a) to Develop and seek Regulatory Approval, and (b) after receiving Regulatory Approval as well as Pricing Approvals, Commercialize, in each case ((a)-(b)), [***]. GSK will have the exclusive right to determine, in its sole discretion, the launch strategy for the SERPINA1 Products, subject to its exercise of Commercially Reasonable Efforts and the availability of any necessary Third Party licenses or other rights.

4.1.7 Trademarks. Subject to the terms and conditions herein, as between the Parties, GSK will have the sole authority to select trademarks for the SERPINA1 Products in the Territory and will own all such trademarks, including all goodwill and rights therein. For each SERPINA1 Product, to the extent permitted by applicable Regulatory Authorities and subject to the availability of sufficient space on product packaging to do so, GSK will indicate that such SERPINA1 Product is being Commercialized under a license from Wave.

4.1.8 Information Rights. After the [***] for the SERPINA1 Product and continuing until the [***] GSK will provide the JSC, and thereafter will provide Wave during the Term so long

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as material Development is being undertaken in connection with SERPINA1 Program, with a summary of the activities and progress with respect to the material Development activities for the SERPINA1 Program in the Territory conducted by or on behalf of GSK or any of its Affiliates or Sublicensees conducted for the prior year, any material issues affecting Development or timelines for Development, as well as a high-level plan showing anticipated potential material Development inflection points for the coming year. Such summary will be provided on or before March 31 of each Calendar Year. In addition, if there are material developments regarding such matters during the course of the year, GSK will inform Wave of such developments. GSK agrees to meet with Wave or its designee(s) upon reasonable advance written notice from Wave and during normal business hours for the purposes of discussing each such summary; provided, however, that Wave shall not request such meetings, and GSK shall have no obligation to attend any such meetings, more than one time during each Calendar Year. Each such meeting shall be held either telephonically, by video conference or at GSK’s offices. [***]. For the avoidance of doubt, each Party acknowledges and agrees that all reports, summaries or other information provided under this Section 4.1.8 (Information Rights) will be deemed to be the Confidential Information of GSK.

4.2 GSK Collaboration Programs.

4.2.1 Development during GSK CP Early Development Term.

4.2.1.1 Within [***] of the Initiation of each GSK CP (or such other time period as the Parties may mutually agree), (a) GSK will, in consultation with Wave via the JRC, establish the preliminary target product profile for such GSK CP, and (b) the Parties will [***] for such GSK CP which shall be consistent with the specifications provided in Schedule 4.2 attached hereto; provided that the Parties will review the [***] in light of the particular circumstances for a given GSK CP.

4.2.1.2 Subject to Section 4.2.1.3, for each GSK CP, during the GSK CP Early Development Term for such GSK CP, Wave will have the exclusive right to conduct (directly or through any of its Affiliates or Sublicensees, [***], any Development of GSK Collaboration Compounds and GSK Collaboration Products for such GSK CP in the Field in the Territory until the first development candidate for such GSK CP has been selected.

4.2.1.3 For each GSK CP, during the GSK CP Early Development Term for such GSK CP, the Parties may mutually agree that GSK or its Affiliates will perform certain aspects of such Development activities [***] in accordance with a written development plan and budget that is prepared and approved by the JRC in writing and documented via the JSC.

4.2.1.4 For each GSK CP, during the GSK CP Early Development Term, within [***] after Wave reasonably believes that it has identified a GSK Collaboration Compound [***] Wave will present a written report to the JRC that identifies such GSK Collaboration Compound and includes all relevant data and results relating to such GSK Collaboration Compound, [***]. Within [***] after the delivery of such report (or such longer period of time as may be reasonably determined by the JRC, but in no event longer than [***], the JRC will (a) meet, discuss and review the report and associated material data and results and (b)

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determine whether such GSK Collaboration Compound has [***]. If the JRC does not believe that such GSK Collaboration Compound [***], then Wave will use Commercially Reasonable Efforts during the remainder of the GSK CP Early Development Term to conduct additional Development activities to identify a development candidate for such GSK CP, and thereafter present a report to the JRC as and to the extent applicable in this Section 4.2.1.4.

4.2.1.5 In the event that the JRC does not agree on whether such GSK Collaboration Compound has [***], then such dispute will be escalated to the JSC for resolution. In the event that the JSC does not agree on whether such GSK Collaboration Compound has [***], then such dispute will be escalated to the Executive Officers for resolution. In the event that the Executive Officers does not agree on whether such GSK Collaboration Compound has [***].

4.2.1.6 Upon any such agreement or decision [***] (a) it will be recorded in the minutes of a JSC meeting, and (b) Wave will have no further obligations to conduct additional Development activities to identify a development candidate for such GSK CP.

4.2.1.7 Upon any such agreement or decision [***] (a) it will be recorded in the minutes of a JSC meeting, and (b) Wave will use Commercially Reasonable Efforts during the remainder of the GSK CP Early Development Term to conduct additional Development activities to identify a development candidate for such GSK CP, and thereafter present a report to the JDC as and to the extent applicable in this Section 4.2.1 (Development during GSK CP Early Development Term).

4.2.1.8 GSK may, in its sole discretion, elect to advance a GSK Collaboration Compound selected by it as a development candidate [***]. Upon any such selection of a GSK Collaboration Compound as a development candidate by GSK, (a) such selection will be recorded in the minutes of a JSC meeting, (b) the Development Milestone Payment for the [***] will be due and payable by GSK to Wave in accordance with Section 9.6.2 (GSK Collaboration Products Development Milestone Payments) and (c) GSK will use Commercially Reasonable Efforts to perform Development activities for GSK Collaboration Compounds and GSK Collaboration Products for such GSK CP in accordance with Section 4.2.2 (Development during GSK CP Late Development Term).

4.2.2 Development during GSK CP Late Development Term.

4.2.2.1 Subject to Section 4.2.2.2 and 4.2.7, for each GSK CP, during the GSK CP Late Development Term for such GSK CP, GSK will have the exclusive right to conduct (directly or through any of its Affiliates, Sublicensees or other Third Party subcontractors selected by GSK, and at its own cost and expense), and the sole responsibility for undertaking and sole decision-making authority in all matters relating to, any Development of GSK Collaboration Compounds and GSK Collaboration Products for such GSK CP in the Field in the Territory.

4.2.2.2 For each GSK CP, during the GSK CP Late Development Term for such GSK CP, the Parties may mutually agree (including in a separate written agreement in Wave’s discretion depending on the nature of the activities involved) that Wave or its Affiliates will perform certain aspects of such Development activities at

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GSK’s cost and expense in accordance with a written development plan and budget that is prepared and approved by the JRC in writing and documented via the JSC.

4.2.3 Commercialization. For each GSK CP, commencing on the first day of the GSK CP Late Development Term and continuing during the remainder of the GSK CP Term for such GSK CP, GSK will have the exclusive right to conduct (directly or through any of its Affiliates or Sublicensees, and at its own cost and expense), and the sole responsibility for undertaking and sole decision-making authority in all matters relating to, any Commercialization of the GSK Collaboration Compounds and GSK Collaboration Products for such GSK CP in the Field in the Territory, including sole responsibility for any decisions and negotiations with relevant Governmental Authorities regarding price and reimbursement status of any GSK Collaboration Products for such GSK CP in the Territory.

4.2.4 GSK CP Diligence Obligations.

4.2.4.1 During the GSK Early Development Term for each GSK CP, Wave (together with its Affiliates) will use Commercially Reasonable Efforts to Develop GSK Collaboration Compounds until the first development candidate for such GSK CP has been selected.

4.2.4.2 Commencing on the first day of the GSK CP Late Development Term and continuing during the remainder of GSK CP Term for each GSK CP, GSK (together with its Affiliates or Sublicensees) will use Commercially Reasonable Efforts (a) to Develop and seek Regulatory Approval, and (b) after receiving Regulatory Approval as well as Pricing Approvals, Commercialize, in each case ((a)-(b)), [***]. GSK will have the exclusive right to determine, in its sole discretion, the launch strategy for the GSK Collaboration Products for such GSK CP, subject to its exercise of Commercially Reasonable Efforts and the availability of any necessary Third Party licenses or other rights.

4.2.5 Trademarks. Subject to the terms and conditions herein, as between the Parties, GSK will have the sole authority to select trademarks for the GSK Collaboration Products for each GSK CP in the Territory and will own all such trademarks, including all goodwill and rights therein. For each GSK Collaboration Product, to the extent permitted by applicable Regulatory Authorities and subject to the availability of sufficient space on product packaging to do so, GSK will indicate that such GSK Collaboration Product is being Commercialized under a license from Wave.

4.2.6 Information Rights. For each GSK CP, [***], GSK will provide the JRC, and thereafter during the Term for such GSK CP will provide Wave during the Term so long as material Development is being undertaken in connection with GSK CP, with a summary of the activities and progress with respect to the material Development activities for the GSK CP in the Territory conducted by or on behalf of GSK or any of its Affiliates or Sublicensees for the prior year, any material issues affecting Development or timelines for Development, as well as a high-level plan showing anticipated potential material Development inflection points for the coming year. Such summary will be provided on or before March 31 of each Calendar Year. GSK agrees to meet with Wave or its designee(s) upon reasonable advance written notice from Wave and during normal business hours for the purposes of discussing each such summary; provided, however, that Wave shall not request such meetings, and

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GSK shall have no obligation to attend any such meetings, more than one time during each Calendar Year. Each such meeting shall be held either telephonically, by video conference or at GSK’s offices. [***]. For the avoidance of doubt, each Party acknowledges and agrees that all reports, summaries or other information provided under this Section 4.2.6 (Information Rights) will be deemed to be the Confidential Information of GSK.

4.2.7 Technical Failure.

4.2.7.1 If, at any time during the GSK CP Late Development Term for a given GSK CP, GSK reasonably believes that there has been a Technical Failure for a given GSK CP, GSK will provide written notice of such Technical Failure to the JSC.

4.2.7.2 Upon GSK’s written request, which request must be made within [***] after the date of GSK’s notice of a Technical Failure for a GSK CP to the JSC, (a) the JRC shall be re-instated to [***] for additional Development activities to identify a GSK Collaboration Compound for the GSK CP, and (b) thereafter Wave will have the exclusive right to conduct (directly or through any of its Affiliates or Sublicensees, and [***], and Wave will undertake, and have the sole responsibility for undertaking, under the oversight and decision-making of the JRC and consistent with the agreed GSK CP Backup Development Plan, additional Development activities to identify a GSK Collaboration Compound that [***] for such GSK CP in accordance with this Section 4.2.7 (Technical Failure) (the “GSK CP Backup Development”). If GSK does not make such request within such [***] period, then this Agreement will terminate automatically for such GSK CP, effective as the last day of such [***].

4.2.7.3 Prior to Wave commencing any GSK CP Backup Development for a given GSK CP, Wave will prepare in consultation with GSK and for JRC approval a reasonable written plan for such GSK CP Backup Development (the “GSK CP Backup Development Plan”), which will include (a) a description of the Development activities to be conducted by or on behalf of Wave for the GSK CP Backup Development, (b) the duration of such GSK CP Backup Development [***] (the “GSK CP Backup Development Term”), and [***] for the applicable GSK CP. The GSK CP Backup Development Term may be extended one time for up [***] upon the mutual agreement of the Parties; provided that [***] for all costs and expenses incurred during such extension period.

4.2.7.4 During the GSK CP Backup Development Term for a given GSK CP, within [***] after Wave reasonably believes that it has identified a GSK Collaboration Compound that has [***] for the applicable GSK CP, Wave will present a written report to the JRC that identifies such GSK Collaboration Compound and includes all relevant data and results relating to such GSK Collaboration Compound, [***]. Within [***] after the delivery of such report (or such longer period of time as may be reasonably determined by the JRC, but in no event longer than [***], the JRC will (a) meet, discuss and review the report and associated data and results and (b) determine whether such GSK Collaboration Compound [***] for the applicable GSK CP. If the JRC does not believe that such GSK Collaboration Compound [***] for the applicable GSK CP, then Wave will use Commercially Reasonable Efforts during the remainder of the GSK CP Backup Development Term to conduct additional Development

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activities in accordance with the GSK CP Backup Development Plan, and thereafter present a report to the JRC as and to the extent applicable in this Section 4.2.7.4.

4.2.7.5 In the event that the JRC does not agree on whether such GSK Collaboration Compound [***] for the applicable GSK CP, then such dispute will be escalated to the JSC for resolution. In the event that the JSC does not agree on whether such GSK Collaboration Compound [***] for the applicable GSK CP, then such dispute will be escalated to the Executive Officers for resolution. [***].

4.2.7.6 Upon any such agreement or decision [***] that GSK Collaboration Compound [***] for the applicable GSK CP, (a) it will be recorded in the minutes of a JSC meeting, (b) such GSK Collaboration Compound will be designated as a development candidate, and (c) Wave will have no further obligations to conduct additional Development activities in accordance with the GSK CP Backup Development Plan.

4.2.7.7 Upon any such agreement or decision [***] that GSK Collaboration Compound has [***] for the applicable GSK CP, (a) it will be recorded in the minutes of a JSC meeting, and (b) Wave will use Commercially Reasonable Efforts during the remainder of the GSK CP Backup Development Term to conduct additional Development activities in accordance with the GSK CP Backup Development Plan, and thereafter present a report to the JDC as and to the extent applicable in this Section 4.2.7 (Technical Failure).

4.2.7.8 GSK may, in its sole discretion, elect to advance a GSK Collaboration Compound selected by it as a development candidate [***]. Upon any such selection of a GSK Collaboration Compound as a development candidate by GSK, (a) such selection will be recorded in the minutes of a JSC meeting, and (b) GSK will use Commercially Reasonable Efforts to perform Development activities for GSK Collaboration Compounds and GSK Collaboration Products for such GSK CP in accordance with Section 4.2.2 (Development during GSK CP Late Development Term).

4.2.7.9 In the event that a new development candidate is not designated or selected in accordance with Section 4.2.7.6 or 4.2.7.8 during the [***] for a given GSK CP, then this Agreement will terminate automatically for such GSK CP, effective as of the last day of the [***].

4.3 Wave Collaboration Programs.

4.3.1 Development. During the Wave CP Term for each Wave CP, as between the Parties, Wave will have the exclusive right to conduct (directly or through any of its Affiliates or Sublicensees and at its own cost and expense), and the sole responsibility for undertaking and sole decision-making authority in all matters relating to, any Development of Wave Collaboration Compounds and Wave Collaboration Products for such Wave CP in the Field in the Territory. The Parties may mutually agree (including in a separate written agreement in GSK’s discretion depending on the nature of the activities involved) that GSK or its Affiliates will perform certain aspects of each Wave CP at Wave’s cost and expense in accordance with a written development plan and budget that is mutually agreed by the Parties in writing.

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4.3.2 Commercialization. During the Wave CP Term for each Wave CP, subject to the terms of this Agreement, as between the Parties, Wave will have the exclusive right to conduct (directly or through any of its Affiliates or Sublicensees, and at its own cost and expense), and the sole responsibility for undertaking and sole decision-making authority in all matters relating to, any Commercialization of the Wave Collaboration Compounds and Wave Collaboration Products for such Wave CP in the Field in the Territory, including sole responsibility for any decisions and negotiations with relevant Governmental Authorities regarding price and reimbursement status of any Wave Collaboration Products for such Wave CP in the Territory.

4.3.3 Wave CP Diligence Obligations. During the Wave CP Term for each Wave CP, Wave (together with its Affiliates and Sublicensees) will use Commercially Reasonable Efforts (a) to Develop and seek Regulatory Approval, and (b) after receiving Regulatory Approval as well as Pricing Approvals, Commercialize, in each case ((a)-(b)), [***]. Wave will have the exclusive right to determine, in its sole discretion, the launch strategy for the Wave Collaboration Products for such Wave CP, subject to its exercise of Commercially Reasonable Efforts and the availability of any necessary Third Party licenses or other rights.

4.3.4 Trademarks. Subject to the terms and conditions herein, as between the Parties, Wave will have the sole authority to select trademarks for the Wave Collaboration Products for each Wave CP in the Territory and will own all such trademarks, including all goodwill and rights therein.

4.3.5 Information Rights. For each Wave CP, during [***] so long as material Development is being undertaken in connection with the Wave CP, Wave will provide GSK with a summary of the activities and progress with respect to the material Development activities for the Wave CP in the Territory conducted by or on behalf of Wave or any of its Affiliates or Sublicensees for the prior year, any material issues affecting Development or timelines for Development, as well as a high-level plan showing anticipated potential material Development inflection points for the coming year. Such summary will be provided to GSK on or before March 31 of each Calendar Year during the Wave CP Term. In addition, Wave shall provide written notice to GSK within [***] after any election by Wave or its Affiliates or Sublicensees to no longer proceed with Developing or seeking Regulatory Approval for any Wave Collaboration Product for a given Wave CP. For the avoidance of doubt, each Party acknowledges and agrees that all reports, summaries or other information provided under this Section 4.3.5 (Information Rights) will be deemed to be the Confidential Information of Wave.

4.4 Additional Provisions.

4.4.1 Subcontracting. For each Collaboration Program, each Party (and its Affiliates and Sublicensees) may exercise any of its rights, or perform any of its obligations, under this Agreement (including any Development or Commercialization of the Collaboration Compounds and Collaboration Products for such Collaboration Program in the Field in the Territory) or otherwise the exercise of any of the rights licensed to such Party by subcontracting the exercise or performance of all or any portion of such rights and obligations on such Party’s (or such Affiliate’s or Sublicensee’s, as applicable) behalf to a Third Party subcontractor. Any subcontract granted or entered into by a Party (or its Affiliate or Sublicensee) as contemplated by this Section 4.4.1 (Subcontracting) will not relieve such Party (or such Affiliate or Sublicensee, as applicable) from any of its

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obligations under this Agreement. Each Party will be responsible for the acts and omissions of its (and its Affiliate’s or Sublicensee’s, as applicable) subcontractors in connection with their performance of any of such Party’s obligations or exercise of any of such Party’s rights hereunder. Any agreement with a subcontractor to perform such Party’s obligations under this Agreement will be consistent with such Party’s obligations under this Agreement, including confidentiality and non-use provisions which are no less stringent than those set forth in Section 10 (Confidentiality).

4.4.2 Records. Each Party will maintain, and cause its Affiliates, Sublicensees and subcontractors to maintain, records of the Development and Commercialization activities under this Agreement in sufficient detail and in good scientific manner appropriate for scientific, patent and regulatory purposes, which will be complete and accurate in all material respects and will fully and properly reflect all work done, data and developments made, and results achieved.

4.4.3 Transfer of Materials.

4.4.3.1 To facilitate the conduct of activities under any Collaboration Program: (a) a Party may, at its election or as contemplated under any applicable development plan, provide Materials (the “Materials Supplying Party”) to the other Party (the “Materials Receiving Party”) to facilitate the Development activities for such Collaboration Program (in which case the transfer of such Materials will be in accordance with a materials transfer letter in a format agreed to by the Parties), and (b) the Materials Supplying Party will provide to the Materials Receiving Party reasonable quantities of such Materials as are reasonably necessary to permit the Materials Receiving Party to conduct the applicable Development activities for such Collaboration Program. Without limiting the generality of the foregoing, under such materials transfer letter, the Parties have agreed that Wave will provide GSK with [***].

4.4.3.2 All Materials transferred pursuant to this Section 4.4.3 (Transfer of Material) (a) will remain the sole property of the Materials Supplying Party (it being understood that jointly-owned Materials will remain jointly-owned, notwithstanding any physical transfer between the Parties), (b) will be used only in the fulfillment of the Materials Receiving Party’s obligations or exercise of rights under this Agreement, (c) will remain solely under the control of the Materials Receiving Party, (d) will not be used or delivered by the Materials Receiving Party to or for the benefit of any Third Party (other than a subcontractor or Sublicensee) without the prior written consent of the Materials Supplying Party and, for the avoidance of doubt, consent shall not be required where the Materials are delivered to a member of the Agreed Network (as defined in Section 6.5 (Networks of Third Party Providers)), and (e) will not be used in research or testing involving human subjects, unless expressly agreed in writing. The Materials Receiving Party will use the Materials in compliance with Applicable Laws and the terms and conditions of this Agreement, and will not reverse engineer or chemically analyze such Materials, except as specified in the applicable materials transfer letter.

4.4.3.3 Any intellectual property generated by or on behalf of either Party in connection with the use of Materials transferred pursuant to this Section 4.4.3 (Transfer of Materials) will be governed by the following:

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(a) All intellectual property created, conceived or generated by or on behalf of either Party using Materials will be governed by the provisions of this Agreement, including Sections 7 (Licenses), 8 (Intellectual Property) and 10 (Confidentiality).

4.4.3.4 All Materials supplied under this Section 4.4.3 (Transfer of Materials) are supplied “as is”, with no warranties of fitness for a particular purpose and must be used with prudence and appropriate caution in any experimental work, as not all of their characteristics may be known. The Materials Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the Materials. Except as otherwise set forth in this Agreement, the Materials Supplying Party will not be liable to the Materials Receiving Party for any loss, claim or demand made by the Materials Receiving Party, or made against the Materials Receiving Party by any Third Party, due to or arising from the use of the Materials under this Agreement, except to the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Materials Supplying Party.

4.4.4 Additional Compliance Terms. Each Party will comply with the additional terms set forth on Schedule 4.4.4 (Additional Compliance Terms) in the conduct of its Development activities under this Agreement.

5. REGULATORY MATTERS

5.1 General. From and after the Effective Date, as between the Parties, the Regulatory Lead will have the exclusive right to conduct (directly or through any of its Affiliates, Sublicensees or other Third Party subcontractors selected by the Regulatory Lead and [***] and the sole responsibility [***] in all matters relating to, all regulatory matters for the Collaboration Compounds or Collaboration Products in the Territory, including with respect to (a) any communications, filings, submissions or interactions with any Regulatory Authority in the Territory in connection with any Development of the Collaboration Compounds or Collaboration Products; (b) seeking or maintaining any Regulatory Approvals in the Territory for any Collaboration Product in the Territory; and (c) determining whether and how to implement a recall or other market withdrawal of any Collaboration Product in the Territory. For purposes of this Agreement, the “Regulatory Lead” means: [***].

5.2 Regulatory Filings.

5.2.1 As between the Parties, the Regulatory Lead will solely own and have the exclusive right to file and maintain any and all Regulatory Documents and Regulatory Approvals for any Collaboration Products in the Territory, including all IND/CTAs and NDAs.

5.2.2 For each GSK CP, GSK will provide Wave, through the JSC, with a copy of all proposed Regulatory Documents and Regulatory Approvals for any GSK Collaboration Products for such GSK CP for Wave’s review and comment with respect to the Wave Platform sufficiently in advance (in parallel with the Regulatory Lead’s senior management’s review) of GSK’s filing or submission thereof, and GSK will reasonably consider and incorporate all comments timely provided by Wave in connection therewith.

5.2.3 For the SERPINA1 Program, the Regulatory Lead will provide the non-Regulatory Lead Party, through the JSC, with a copy of all proposed Regulatory Documents to be submitted

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to Regulatory Authorities for any SERPINA1 Products for the non-Regulatory Lead Party’s review and comment sufficiently in advance (in parallel with the Regulatory Lead’s senior management’s review) of the Regulatory Lead’s filing or submission thereof, and the Regulatory Lead will reasonably consider all comments timely provided by the non-Regulatory Lead Party in connection therewith. For the avoidance of doubt, no later than [***], as between the Parties, the Parties will ensure [***] has been transferred to GSK so that GSK can (as IND holder) become and be responsible [***] for the SERPINA1 Program, including [***], and the like.

5.2.4 Notwithstanding the foregoing, Wave shall provide GSK with access to and copies of all Know-How, Regulatory Documents and any other information necessary to enable GSK to perform its activities as the Regulatory Lead and make any relevant regulatory filings (including batch records, details of processes used to prepare drug substance and/or drug product, analytical methods and data and all information regarding how the relevant compounds are synthesized), in each case that relate to SERPINA1 Compounds, SERPINA1 Products, GSK Collaboration Compounds or GSK Collaboration Products, as applicable. For the avoidance of doubt, nothing in this Section 5.2.4 shall [***].

5.3 Communications with Regulatory Authorities.

5.3.1 Subject to the remainder of this Section 5.3 (Communication with Regulatory Authorities), during the Term, the Regulatory Lead (or one of its Affiliates or Sublicensees) will be responsible, and act as the primary point of contact, for communications with Regulatory Authorities in connection with the Collaboration Compounds or Collaboration Products.

5.3.2 For each GSK CP, GSK will provide Wave with reasonable advance notice of all formal regulatory meetings that are planned in advance with Regulatory Authorities [***]. To the extent permitted by the applicable Regulatory Authorities, [***]. For clarity and notwithstanding the foregoing, [***] may undertake impromptu or informal regulatory meetings with Regulatory Authorities for any GSK CP [***].

5.3.3 For the SERPINA1 Program, the Regulatory Lead will provide the other Party with reasonable advance notice of all regulatory meetings with Regulatory Authorities in connection with the SERPINA1 Products. To the extent permitted by the applicable Regulatory Authorities, the non-Regulatory Lead Party will be to entitled to [***] all such meetings.

5.4 Additional Provisions for SERPINA1 Program.

5.4.1 Except to the extent prohibited under Applicable Law, Wave will use diligent efforts to transfer and assign to GSK (or its designee) [***].

5.4.2 Upon GSK’s request, Wave will, and will cause its Affiliates to, support GSK and its Affiliates, as may be reasonably necessary, in obtaining Regulatory Approvals for any SERPINA1 Product in the Territory and in the activities in support thereof, including providing any documents or other materials in the possession or Control of Wave or any of its Affiliates as may be reasonably necessary or useful for GSK or any of its Affiliates or Sublicensees to obtain Regulatory Approvals for any SERPINA1 Product in the Territory. If any Regulatory Authority [***].

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5.4.3 For the SERPINA1 Program, the Parties will cooperate with each other with regard to the reporting and handling of safety information involving the SERPINA1 Compounds and SERPINA1 Products in accordance with Applicable Law, regulatory requirements and regulations on pharmacovigilance, clinical safety and data privacy. Without limiting the foregoing, (a) upon GSK’s request, (i) Wave will transfer a copy of such safety database for the SERPINA1 Program to GSK (or its Affiliate) and thereafter GSK will establish a global safety database for each SERPINA1 Product Developed hereunder and, as between the Parties, will own and maintain such global safety database for each such SERPINA1 Product; and (ii) thereafter the Parties will establish a joint safety review team to oversee the Parties’ safety evaluation and risk management relationship, and provide processes and procedures for the resolution of any conflict or dispute with respect to pharmacovigilance and other safety matters; and (b) at GSK’s request, the Parties will negotiate in good faith and enter into a pharmacovigilance agreement related to the SERPINA1 Compounds and SERPINA1 Products, which will define the pharmacovigilance responsibilities of the Parties and include safety data exchange procedures governing the exchange of information affecting the SERPINA1 Compounds and SERPINA1 Products (e.g., adverse events, serious adverse events, emerging safety issues) to enable each Party to comply with all Applicable Laws related to the SERPINA1 Compounds and SERPINA1 Products (the “Pharmacovigilance Agreement”).

6. MANUFACTURING

6.1 General.

6.1.1 For purposes of this Agreement, on Collaboration Compound/Collaboration Product-by- Collaboration Compound/Collaboration Product basis, the “Manufacturing Lead” will be the Party that has the exclusive right to conduct [***] and the sole responsibility for undertaking and sole decision-making authority in all matters relating to, any Manufacturing of the Collaboration Compounds or Collaboration Products in the Territory.

6.1.2 For Wave CPs, [***] will be the Manufacturing Lead.

6.1.3 For the SERPINA1 Program, [***]. If [***]is selected as the Manufacturing Lead for clinical supply or commercial supply for the SERPINA1 Program, such selection will be recorded in the minutes of the JSC.

6.1.4 For GSK CPs, [***]. If [***]is selected as the Manufacturing Lead for pre-clinical, clinical or commercial supply for any GSK CP as set forth in clause (b), such selection will be recorded in the minutes of the JSC.

6.1.5 GSK has the right to undertake [***] even where GSK is not the Manufacturing Lead.

6.2 Supply to GSK. For all Collaboration Compounds and Collaboration Products for any GSK CP or the SERPINA1 Program for which Wave is the Manufacturing Lead, Wave will supply such Collaboration Compounds and Collaboration Products to GSK (a) for pre-clinical and clinical Development purposes, in accordance with the Pre-Clinical and Clinical Supply Agreement to be entered into in accordance with Section 6.3 (Supply Agreements), and (b) for Commercialization purposes, in accordance with the Commercial Supply Agreement to be entered into in accordance with Section 6.3 (Supply Agreements).

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6.3 Supply Agreements. For each GSK CP or the SERPINA1 Program, if Wave is [***] the Manufacturing Lead for Collaboration Compounds or Collaboration Products directed to a GSK Collaboration Target or the SERPINA1 Target, then the Parties will use Commercially Reasonable Efforts to negotiate in good faith for a period of [***] and agree on the terms of separate supply agreement(s) pursuant to which (a) Wave would Manufacture and supply to GSK the applicable Collaboration Compounds and Collaboration Products for Development purposes (the “Pre-Clinical or Clinical Supply Agreement”) and (b) Wave would Manufacture and supply to GSK the applicable Collaboration Compounds and Collaboration Products for Commercialization purposes (the “Commercial Supply Agreement,” and together with the Pre-Clinical and Clinical Supply Agreement, the “Supply Agreements”). Each Supply Agreement will (i) contain customary terms and conditions, [***]. In the event that the Parties cannot reach resolution on a Supply Agreement before [***] (a “Supply Agreement Dispute”), then [***].

6.4 Transfer of Manufacturing.

6.4.1 Upon request of GSK [***] Wave will enable, support and assist with the transfer of relevant manufacturing methods, processes and analytical methods together with all other reasonably necessary information and knowledge utilized by or on behalf of Wave in its manufacturing or supply of GSK Collaboration Products for such GSK CP to GSK or its nominee to support the manufacturing and supply of GSK Collaboration Products for such GSK CP.

6.4.2 Within [***] (or within [***] of such information becoming available (if later)), Wave will provide GSK with the [***]. All other information relating to how the [***] will be provided to GSK within [***] unless mutually agreed upon at the joint manufacturing committee to be provided earlier. Further, upon request of GSK, in connection with the foregoing and including in line with the timeline contemplated by the foregoing, Wave will enable, support and assist with [***].

6.4.3 To assist with any transfer under Sections 6.4.1 or 6.4.2, Wave will make up to two (2) of its personnel [***] reasonably available to GSK during normal business hours at a mutually agreeable date and time to transfer such manufacturing methods, processes and analytical methods (or any other relevant information or knowledge) to GSK and respond to GSK’s reasonable inquiries with respect thereto, provided that, such assistance will not exceed [***] provided by Wave employees unless otherwise agreed by Wave. All assistance provided pursuant to this Section 6.4.3 will be [***]; provided to the extent any assistance is provided by Wave in excess of [***] incurred in connection with providing such assistance in accordance with a budget to be agreed in advance.

6.5 Network of Third Party Providers. Within [***] after the Effective Date of this Agreement, the Parties shall agree a list of (a) drug substance and drug product contract manufacturer organizations and (b) analytical quality control release and stability providers that both Parties would be comfortable engaging, which for the avoidance of doubt shall [***]. Any Third Party to be engaged to perform the aforementioned manufacturing or quality control activities in connection with this Agreement shall be selected from the Agreed Network (as such network may be amended from time to time by the mutual agreement of the Parties).

6.6 Audit of Wave’s Quality System. Upon the expiry of [***] after the Effective Date of this Agreement, GSK shall be permitted to request access to Wave’s manufacturing facility at Lexington, MA for the purposes of carrying out an audit of Wave’s quality systems and procedures (the “Quality Audit”). The date of the Quality Audit shall be agreed between the Parties but shall

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occur no later than [***] following the receipt by Wave of a request from GSK to carry out such an audit. Wave shall ensure that GSK is provided with (a) copies of all relevant documentation and (b) access to all relevant personnel, in each case as is necessary to enable GSK to complete the Quality Audit in a timely manner. Each Party will bear its own internal and external costs incurred in connection with the Quality Audit.

7. LICENSES

7.1 Validation Targets.

7.1.1 License Grant to GSK. Subject to the terms and conditions of this Agreement, on a Validation Target-by-Validation Target basis, Wave and its Affiliates hereby grants GSK a non‑transferable (except as provided in Section 16.2 (Assignment)), co‑exclusive (with Wave), non‑sublicensable (except to subcontractors performing activities for GSK under the applicable Target Validation Plan) license under the Wave Technology solely to the extent necessary for GSK to perform its obligations for the applicable Target Validation Program under the Target Validation Plan for such Validation Target.

7.1.2 License Grant to Wave. Subject to the terms and conditions of this Agreement, on a Validation Target-by-Validation Target basis, GSK hereby grants Wave and its Affiliates a non‑transferable (except as provided in Section 16.2 (Assignment)), co‑exclusive (with GSK), non‑sublicensable (except to subcontractors performing activities for Wave under the applicable Target Validation Plan) license under the GSK Technology solely to the extent necessary for Wave to perform its obligations for the applicable Target Validation Program under the Target Validation Plan for such Validation Target.

7.2 SERPINA1 Program.

7.2.1 License Grants to GSK. Subject to the terms and conditions of this Agreement, for the SERPINA1 Program, during the SERPINA1 Program Term, Wave and its Affiliates hereby grants GSK a non‑transferable (except as provided in Section 16.2 (Assignment)), exclusive license, with the right to grant sublicenses in accordance with Section 7.5 (Sublicensing Terms), under the Wave Technology to Exploit SERPINA1 Compounds and SERPINA1 Products in the Field and in the Territory. Notwithstanding the foregoing, Wave retains the right under the Wave Technology, with the right to grant licenses in accordance with Section 7.5 (Sublicensing Terms), solely to the extent necessary for Wave to (a) exercise its rights and perform its obligations for the SERPINA1 Program, and (b) Manufacture (or have Manufactured) any SERPINA1 Compounds or SERPINA1 Products.

7.2.2 License Grant to Wave. Subject to the terms and conditions of this Agreement, for the SERPINA1 Program, during the SERPINA1 Program Term, GSK hereby grants Wave and its Affiliates a non‑transferable (except as provided in Section 16.2 (Assignment)), non‑exclusive, non‑sublicensable (except to subcontractors performing activities for Wave) license under the GSK Technology solely to the extent necessary for Wave to (a) exercise its rights and perform its obligations for the SERPINA1 Program, and (b) Manufacture (or have Manufactured) any SERPINA1 Compounds or SERPINA1 Products.

7.3 GSK CPs.

7.3.1 License Grants to GSK. Subject to the terms and conditions of this Agreement, for each GSK CP, during the GSK CP Term for such GSK CP, Wave and its Affiliates hereby grants

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GSK a non‑transferable (except as provided in Section 16.2 (Assignment)), exclusive license, with the right to grant sublicenses in accordance with Section 7.5 (Sublicensing Terms), under the Wave Technology to Exploit GSK Collaboration Compounds and GSK Collaboration Products for such GSK CP in the Field and in the Territory. Notwithstanding the foregoing, Wave retains the right under the Wave Technology, with the right to grant licenses in accordance with Section 7.5 (Sublicensing Terms), solely to the extent necessary for Wave to (a) exercise its rights and perform its obligations for such GSK CP, and (b) Manufacture (or have Manufactured) any GSK Collaboration Compounds or GSK Collaboration Products for such GSK CP.

7.3.2 License Grant to Wave. Subject to the terms and conditions of this Agreement, for each GSK CP, during the GSK CP Term for such GSK CP, GSK hereby grants Wave and its Affiliates a non‑transferable (except as provided in Section 16.2 (Assignment)), non‑exclusive, non‑sublicensable (except to subcontractors performing activities for Wave) license under the GSK Technology solely to the extent necessary for Wave to (a) exercise its rights and perform its obligations for such GSK CP, and (b) Manufacture (or have Manufactured) any GSK Collaboration Compounds or GSK Collaboration Products for such GSK CP.

7.4 Wave CPs.

7.4.1 License Grants to GSK. Subject to the terms and conditions of this Agreement, for each Wave CP, during the Wave CP Term for such Wave CP, Wave and its Affiliates hereby grants GSK a non‑transferable (except as provided in Section 16.2 (Assignment)), non‑exclusive (with Wave), non‑sublicensable (except to subcontractors performing activities for GSK) license under the Wave Technology solely to the extent necessary for GSK to perform its obligations for such Wave CP.

7.4.2 License Grant to Wave. Subject to the terms and conditions of this Agreement, for each Wave CP, GSK hereby grants Wave and its Affiliates a non‑transferable (except as provided in Section 16.2 (Assignment)), exclusive license, with the right to grant sublicenses in accordance with Section 7.5 (Sublicensing Terms), under the GSK Technology to Exploit Wave Collaboration Compounds and Wave Collaboration Products for such Wave CP in the Field and in the Territory. Notwithstanding the foregoing, GSK retains the right under the GSK Technology solely to the extent necessary for GSK to perform its obligations for such Wave CP.

7.5 Sublicensing Terms.

7.5.1 GSK Sublicensing Rights. Subject to the requirements of this Section 7.5 (Sublicensing Terms), (a) GSK has the right to sublicense any of its rights under Sections 7.1.1 (License Grant to GSK), 7.2.1 (License Grant to GSK), 7.3.1 (License Grant to GSK) and 7.4.1 (License Grant to GSK), in each case, to any of its Affiliates or any subcontractors performing activities for GSK under each Collaboration Program, without obtaining Wave’s prior consent, [***].

7.5.2 Wave Sublicensing Rights. Subject to the requirements of this Section 7.5 (Sublicensing Terms), (a) Wave has the right to sublicense any of its rights under Sections 7.1.2 (License Grant to Wave), 7.2.2 (License Grant to Wave), 7.3.2 (License Grant to Wave) and 7.4.2 (License Grant to Wave), in each case, to any of its Affiliates or any subcontractors

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performing activities for Wave under each Collaboration Program, without obtaining GSK’s prior consent, [***].

7.5.3 Sublicensing Agreements. Each sublicense granted by a Party pursuant to this Section 7.5 (Sublicensing Terms) will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement. Each Party will, as soon as reasonably practicable thereafter, provide the other Party with a copy of any executed sublicense agreement covering a material sublicense granted hereunder to a non-Affiliate Third Party (which copy may be redacted to remove provisions that are not necessary to monitor compliance with this Section 7.5 (Sublicensing Terms)), and each such sublicense agreement will contain the following provisions: a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 10 (Confidentiality) with respect to the other Party’s Confidential Information.

7.5.4 Liability of the Sublicensing Party. Notwithstanding any sublicense, the sublicensing Party will remain primarily liable to the other Party for the performance of all of its obligations under, and such Party’s compliance with all provisions of, this Agreement.

7.5.5 Continued Rights of a Sublicensee. If this Agreement is terminated for any reason with respect to a Wave Collaboration Product that has been the subject of a sublicense granted by Wave pursuant to this Section 7.5 (Sublicensing Terms) and it is expressly provided in such sublicense that the sublicense would survive a termination of this Agreement, then both Parties hereby agree that, upon the request of the sublicensee under such sublicense, such sublicensee shall become a direct licensee of GSK with respect to any of the rights originally sublicensed to it by Wave that are Controlled by GSK, subject to the condition that such sublicensee is not in breach of any of its obligations under its sublicense. If this Agreement is terminated for any reason with respect to a GSK Collaboration Product or SERPINA1 Product that has been the subject of a sublicense granted by GSK pursuant to this Section 7.5 (Sublicensing Terms) and it is expressly provided in such sublicense that the sublicense would survive a termination of this Agreement, then both Parties hereby agree that, upon the request of the sublicensee under such sublicense, such sublicensee shall become a direct licensee of Wave with respect to any of the rights originally sublicensed to it by GSK that are Controlled by Wave, subject to the condition that such sublicensee is not in breach of any of its obligations under its sublicense.

7.6 In‑Licenses.

7.6.1 Existing Third Party Agreements. Responsibility for Existing Wave Third Party Agreements and Existing GSK Third Party Agreements will be as follows:

7.6.1.1 Existing Wave Third Party Agreements. [***].

7.6.1.2 Existing GSK Third Party Agreements. [***].

7.6.2 SERPINA1 Potential In-Licenses.

7.6.2.1 For the SERPINA1 Target, the JSC may determine that Exploitation of SERPINA1 Compounds or SERPINA1 Products may require or benefit from a grant of rights under additional Patents or Know-How of Third Parties, whether by license or acquisition (each, a “SERPINA1 Potential In-License”). If a Party desires to acquire or otherwise enter into any SERPINA1 Potential

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In-License with respect to the SERPINA1 Target after the Effective Date (or has entered into such a SERPINA1 Potential In-License that it desires for the JSC to approve as a SERPINA1 Collaboration In-License), then in each case such Party will bring such SERPINA1 Potential In-License to the attention of the JSC. If a SERPINA1 Potential In-License is brought to the attention of the JSC pursuant to this Section 7.6.2 (SERPINA1 Potential In-Licenses), then the Parties will, through the JSC, review, discuss, and determine whether to approve making the rights to be granted under such SERPINA1 Potential In-License available for use by the Parties pursuant to this Agreement with respect to such Party’s rights under this Agreement to Exploit SERPINA1 Compounds and SERPINA1 Products to which such SERPINA1 Potential In-License relates. The JSC will review and discuss the rationale of including such SERPINA1 Potential In-License for use by the Parties with respect to the SERPINA1 Target pursuant to this Agreement [***]. As between the Parties, [***]. If a Party enters into a SERPINA1 Potential In-License, notwithstanding anything to the contrary set forth in this Agreement, such Party will [***].

7.6.2.2 For any SERPINA1 Potential In-License that the JSC approves for use by the Parties pursuant to this Agreement, (a) such SERPINA1 Potential In-License will be deemed to be a “SERPINA1 Collaboration In-License” hereunder, (b) if it has not already done so, the Party proposing to enter into a SERPINA1 Collaboration In-License may enter into such SERPINA1 Collaboration In-License [***], (c) solely following approval by the JSC (and execution of such SERPINA1 Collaboration In-License if it had not yet been entered into), the Patents and Know-How in-licensed under such SERPINA1 Collaboration In-License will be deemed “Controlled” under this Agreement as Wave Technology or GSK Technology for purposes of the Exploitation of SERPINA1 Compounds and SERPINA1 Products, [***].

7.6.2.3 Non Approved SERPINA1 Potential In-Licenses. [***] (a) such SERPINA1 Potential In-License will not be a SERPINA1 Collaboration In-License hereunder, and (b) the Patents and Know-How in-licensed under such SERPINA1 Potential In-License will not be included as Wave Technology or GSK Technology and will not be “Controlled” by the party to the SERPINA1 Potential In-License for purposes of this Agreement.

7.6.3 GSK CP Collaboration In-Licenses. For each GSK CP, GSK will have the sole right to determine that Exploitation of GSK Collaboration Compounds or GSK Collaboration Products for such GSK CP may require or benefit from a grant of rights under additional Patents or Know-How of Third Parties, whether by license or acquisition. In the event that GSK enters into an agreement with a Third Party for the grant of rights under additional Patents or Know-How of such Third Party Exploitation of GSK Collaboration Compounds or GSK Collaboration Products for such GSK CP, (a) such agreement will be deemed to be a “Collaboration In-License” hereunder, [***].

7.6.4 Wave CP Collaboration In-Licenses. For each Wave CP, Wave will have the sole right to determine that Exploitation of Wave Collaboration Compounds or Wave Collaboration Products for such Wave CP may require or benefit from a grant of rights under additional Patents or Know-How of Third Parties, whether by license or acquisition. In the event that Wave enters into an agreement with a Third Party for the grant of rights under additional Patents or Know-How of such Third Party Exploitation of Wave Collaboration Compounds

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or Wave Collaboration Products for such Wave CP, (a) such agreement will be deemed to be a “Collaboration In-License” hereunder, [***].

7.6.5 Compliance with Third Party Agreements. All licenses and other rights granted to GSK under this Section 7 (Licenses) are subject to the rights and obligations of Wave under the Wave Third Party Agreements. All licenses and other rights granted to Wave under this Section 7 (Licenses) are subject to the rights and obligations of GSK under the GSK Third Party Agreements. Each Party will comply with all applicable provisions of the Third Party Agreements, and will perform and take such actions as may be required to allow the Party that is party to such Third Party Agreement to comply with its obligations thereunder, including obligations relating to sublicensing, patent matters, confidentiality, reporting, audit rights, indemnification and diligence, in each case, to the extent that such Party is provided a copy of such Third Party Agreement by the Party that is the party thereto. Without limiting the foregoing, each Party will prepare and deliver to the other Party any additional reports required under the applicable Third Party Agreements and reasonably requested by such other Party, in each case sufficiently in advance to enable the Party that is party to such Third Party Agreement to comply with its obligations under the applicable Third Party Agreement. In addition, each Party agrees, upon the other Party’s reasonable request, to provide the other Party with copies of any other Third Party Agreements to which it is a party. Confidential Information of the providing Party or its counterparty may be redacted from such copies, except to the extent that such information is required in order to enable the other Party to comply with its obligations to the providing Party under this Agreement with respect to such Third Party Agreement or in order to enable the providing Party to ascertain compliance with the terms and conditions of this Agreement.

7.7 Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by a Party to the other are and will otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of right to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The Parties agree that the Parties and their respective Sublicensees, as Sublicensees of such rights under this Agreement, will retain and may fully exercise all of their rights and elections under the Bankruptcy Code and any foreign counterpart thereto. The Parties further agree that upon commencement of a bankruptcy proceeding by or against a Party (the “Bankrupt Party”) under the Bankruptcy Code, the other Party (the “Non‑Bankrupt Party”) will be entitled to a complete duplicate of, or complete access to (as the Non‑Bankrupt Party deems appropriate), all such intellectual property and all embodiments of such intellectual property. Such intellectual property and all embodiments of such intellectual property will be promptly delivered to the Non‑Bankrupt Party (a) upon any such commencement of a bankruptcy proceeding and upon written request by the Non‑Bankrupt Party, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement, or (b) if not delivered under clause (a) above, upon the rejection of this Agreement by or on behalf of the Bankrupt Party and upon written request by the Non‑Bankrupt Party. The Bankrupt Party (in any capacity, including debtor‑in‑possession) and its successors and assigns (including any trustee) agree not to interfere with the exercise by the Non‑Bankrupt Party or its Related Parties of its rights and licenses to such intellectual property and such embodiments of intellectual property in accordance with this Agreement, and agrees to assist the Non‑Bankrupt Party and its Related Parties in obtaining such intellectual property and such embodiments of intellectual property in the possession or Control of Third Parties as are reasonably necessary or desirable for the Non‑Bankrupt Party to exercise such rights and licenses in accordance with this Agreement. The foregoing provisions are without prejudice to any rights the Non‑Bankrupt Party may have arising under the Bankruptcy Code or other Applicable Laws.

7.8 Exclusivity; Competing Programs.

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7.8.1 Exclusivity.

7.8.1.1 Validation Targets. For each Validation Target, except as expressly permitted in accordance with this Agreement, each Party will not, alone or with any Affiliates or Third Parties, [***] directed to such Validation Target.

7.8.1.2 SERPINA1 Target. Except as expressly permitted in accordance with this Agreement, each Party will not, alone or with any Affiliates or Third Parties, [***].

7.8.1.3 GSK Collaboration Targets. For each GSK Collaboration Target, except as expressly permitted in accordance with this Agreement, each Party will not, alone or with any Affiliates or Third Parties, [***].

7.8.1.4 Wave Collaboration Targets. For each Wave Collaboration Target, except as expressly permitted in accordance with this Agreement, each Party will not, alone or with any Affiliates or Third Parties, [***].

7.8.2 Exceptions. The Parties hereby acknowledge and agree that (a) the restrictions set forth in Section 7.8.1 (Exclusivity) will not apply to [***].

7.8.3 Wave Change of Control. Notwithstanding Section 7.8.1 (Exclusivity), if a Change of Control occurs with respect to Wave or its parent Affiliate with an Acquirer, and the Acquirer (or any of such Acquirer’s successors or assigns, other than Wave and its Affiliates as of the Change of Control) as of the Change of Control, or later, has a program or product (or rights thereto) that would otherwise violate Section 7.8.1 (Exclusivity) (each, a “Wave COC Program”), [***].

7.8.4 Wave Acquisition of a Third Party. In addition, notwithstanding Section 7.8.1 (Exclusivity), during the Term, if (a) Wave or its Affiliate acquires a Third Party (by merger, sale, consolidation, reorganization, or otherwise) so that such Third Party becomes an Affiliate over which Wave or its Affiliate has control, or (b) Wave or its Affiliate acquires all or substantially all of the assets of a Third Party (including any subsidiaries or divisions thereof) (each of (a) and (b), a “Wave Acquisition”), and, in each case, the Third Party (or any of such Third Party’s Affiliates or any successors or assigns of such Third Party or such Third Party’s Affiliates, other than Wave and its Affiliates as of the Wave Acquisition) already has, or the acquired assets contain, as applicable, a program or product that existed prior to the Wave Acquisition (a “Wave Acquisition Program”) that would otherwise violate:

7.8.4.1 Section 7.8.1.1 (Validation Targets) or 7.8.1.2 (SERPINA1 Target), then Wave or such Affiliate [***] of the applicable Wave Acquisition, giving due consideration to ethical concerns and requirements under Applicable Law and any agreements with Third Parties;

7.8.4.2 Section 7.8.1.3 (GSK Collaboration Targets), then Wave’s and its Affiliates’ Development and Commercialization of such Wave Acquisition Program shall [***]; or

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7.8.4.3 Section 7.8.1.4 (Wave Collaboration Targets), then Wave or such Affiliate will either [***], giving due consideration to ethical concerns and requirements under Applicable Law and any agreements with Third Parties.

7.8.5 GSK Change of Control. Notwithstanding Section 7.8.1 (Exclusivity), if a Change of Control occurs with respect to GSK or its parent Affiliate with an Acquirer, and the Acquirer (or any of such Third Party’s successors or assigns, other than GSK and its Affiliates as of the Change of Control) as of the Change of Control, or later, has a program or product (or rights thereto) that would otherwise violate Section 7.8.1 (Exclusivity) (each, a “GSK COC Program”), then [***].

7.8.6 GSK Acquisition of a Third Party. In addition, notwithstanding Section 7.8.1 (Exclusivity), during the Term, if (a) GSK or its Affiliate acquires a Third Party (by merger, sale, consolidation, reorganization, or otherwise) so that such Third Party becomes an Affiliate over which GSK or its Affiliate has control, or (b) GSK or its Affiliate acquires all or substantially all of the assets of a Third Party (including any subsidiaries or divisions thereof) (each of (a) and (b), a “GSK Acquisition”), and, in each case, the Third Party (or any of such Third Party’s Affiliates or any successors or assigns of such Third Party or such Third Party’s Affiliates, other than GSK and its Affiliates as of the GSK Acquisition) already has, or the acquired assets contain, as applicable, a program or product that existed prior to the GSK Acquisition (a “GSK Acquisition Program”) that would otherwise violate:

7.8.6.1 Section 7.8.1.1 (Validation Targets) or 7.8.1.2 (SERPINA1 Target), then GSK or such Affiliate will [***], giving due consideration to ethical concerns and requirements under Applicable Law and any agreements with Third Parties;

7.8.6.2 Section 7.8.1.3 (GSK Collaboration Targets), then GSK or such Affiliate will either:

(a) [***];

(b) [***] under this Agreement as soon as reasonably practicable, giving due consideration to ethical concerns and requirements under Applicable Law and any agreements with Third Parties, or

(c) [***] as soon as reasonably practicable, giving due consideration to ethical concerns and requirements under Applicable Law and any agreements with Third Parties.

7.8.6.3 Section 7.8.1.4 (Wave Collaboration Targets), then GSK’s and its Affiliates’ Development and Commercialization of such GSK Acquisition Program shall [***] provided that, for purposes of this Section 7.8.6.3, [***] under such GSK Acquisition Program.

8. INTELLECTUAL PROPERTY

8.1 Disclosure.

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8.1.1 Subject to Section 8.1.2, each Party will promptly disclose to the other Party in writing, and will cause its Affiliates and subcontractors to so disclose, the conception, creation or discovery of any Collaboration Know-How.

8.1.2 Notwithstanding anything herein to the contrary, Wave may redact from documents provided or made available to GSK or its Affiliates, and otherwise decline to disclose or provide GSK access to, Confidential Information that is specifically directed to or otherwise pertaining to the Wave Platform Background Technology or Wave Platform Collaboration Technology; provided that in event that GSK or its Affiliates reasonably needs Confidential Information that is specifically directed to or otherwise pertaining to the Wave Platform Background Technology or Wave Platform Collaboration Technology due to a Material Safety Concern, intellectual property assertion or dispute with any Third Party, or as necessary to (i) complete any Regulatory submission or application in connection with a SERPINA1 Product or GSK Collaboration Product, (ii) fully respond to a request by any Regulatory Authority or any patent office in connection with a SERPINA1 Product or GSK Collaboration Product, or (iii) ensure that any transfer to GSK of manufacturing methods, processes and analytical methods pursuant to Section 6.4.1 or 6.4.2 is fully implemented, then Wave will promptly provide the relevant Confidential Information to GSK with respect to such SERPINA1 Product or GSK Collaboration Product (as applicable) and GSK will be entitled to use and disclose such Confidential Information solely for such permitted purpose; provided that GSK or its Affiliates shall not characterize any such Wave Platform Background Technology or Wave Platform Collaboration Technology without prior written consent from Wave, which consent shall not be unreasonably withheld, conditioned or delayed.

8.1.3 Notwithstanding anything herein to the contrary, GSK may redact from documents provided or made available to Wave or its Affiliates, and otherwise decline to disclose or provide Wave access to, Confidential Information that is specifically directed to or otherwise pertaining to the GSK CMC Platform Technology; provided that in event that Wave or its Affiliates reasonably needs Confidential Information that is specifically directed to or otherwise pertaining to the GSK CMC Platform Technology (a) in Wave’s capacity as a Manufacturing Lead for a SERPINA1 Product or GSK Collaboration Product (as applicable), or (b) due to a Material Safety Concern, intellectual property assertion or dispute with any Third Party, or as necessary to fully respond to a request by any Regulatory Authority or any patent office in connection with a SERPINA1 Product or GSK Collaboration Product (as applicable), then GSK will promptly provide the relevant Confidential Information to Wave with respect to such SERPINA1 Product or GSK Collaboration Product (as applicable) and Wave will be entitled to use and disclose such Confidential Information solely for such permitted purpose; provided that Wave or its Affiliates shall not characterize any such GSK CMC Platform Technology without prior written consent from GSK, which consent shall not be unreasonably withheld, conditioned or delayed.

8.2 Ownership of Wave Platform Collaboration Technology, GSK Novel Target Collaboration Technology and GSK CMC Platform Collaboration Technology.

8.2.1 Subject to the license grants to GSK under this Agreement, as between the Parties, Wave or its Affiliates will own and retain, and owns and retains, all right, title and interest in and to all Wave Platform Collaboration Technology. Accordingly, GSK will promptly disclose to Wave in writing, the conception, creation, or the discovery, of any Wave Platform Collaboration Technology by or on behalf of GSK or its Affiliates. GSK, for itself and on

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behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign) to Wave or Wave’s Affiliates all its right, title and interest, including all right of priority, in and to any Wave Platform Collaboration Technology. GSK will cooperate, and will cause the foregoing persons and entities to cooperate, with Wave to effectuate and perfect the foregoing ownership, including by promptly executing and recording assignments and other documents consistent with such ownership.

8.2.2 Subject to the license grants by one Party to the other under this Agreement, as between the Parties, GSK or its Affiliates will own and retain, and owns and retains, all right, title and interest in and to all GSK Novel Target Collaboration Technology.

8.2.3 Subject to the license grants by one Party to the other under this Agreement, as between the Parties, GSK or its Affiliates will own and retain, and owns and retains, all right, title and interest in and to all GSK CMC Platform Collaboration Technology.

8.3 Ownership of Collaboration Program Technology; Joint Technology.

8.3.1 For each Target Validation Program, subject to the license grants by one Party to the other under this Agreement, as between the Parties, ownership of all Collaboration Program Technology related to a given Target Validation Program conceived, created or discovered, by or on behalf of either Party or its Affiliates either alone or jointly with Third Party(ies), or by the Parties or their Affiliates jointly under or in connection with this Agreement, whether or not conceived, created or discovered at a facility owned or controlled by such Party and whether or not patented or patentable (including any and all Patents and other intellectual property rights with respect thereto), will be determined [***] each Party will, and does hereby, assign, for itself and on behalf of its Affiliates to the other Party or its Affiliates, without additional compensation, any and all right, title and interest including any and all intellectual property rights, including any and all right of priority, in and to any Know-How and Patents, as is necessary to fully effect ownership as would have been determined under U.S. law. For each Target Validation Program, each Party acknowledges and agrees that such Party will not (a) prepare or file any Patent that Covers any Collaboration Program Technology related to a given Target Validation Program, or (b) disclose or use any data, results or information from a Target Validation Program in any Patent, in each case ((a)-(b)) unless and until the Validation Target in such Target Validation Program becomes a Collaboration Target for a GSK CP or Wave CP, as applicable.

8.3.2 For each GSK CP, subject to the license grants by one Party to the other under this Agreement, as between the Parties, all Collaboration Program Technology related to a given GSK CP conceived, created or discovered, by or on behalf of either Party or its Affiliates either alone or jointly with Third Party(ies), or by the Parties or their Affiliates jointly under or in connection with this Agreement, whether or not conceived, created or discovered at a facility owned or controlled by such Party and whether or not patented or patentable (including any and all Patents and other intellectual property rights with respect thereto), [***] and subject to the license grants in this Agreement, [***]. Each Party will, and does hereby, assign, for itself and on behalf of its Affiliates to the other Party or its Affiliates, without additional compensation, any and all right, title and interest including any and all intellectual property rights, including any and all right of priority, in and to any Joint Technology as well as any intellectual property rights with respect thereto, including

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any right of priority, as is necessary to fully effect the joint ownership provided for in the foregoing sentence of this Section 8.3.2.

8.3.3 For the SERPINA1 Program, subject to the license grants by one Party to the other under this Agreement, as between the Parties, ownership of all Collaboration Program Technology related to the SERPINA1 Program conceived, created or discovered, by or on behalf of either Party or its Affiliates either alone or jointly with Third Party(ies), or by the Parties or their Affiliates jointly under or in connection with this Agreement, whether or not conceived, created or discovered at a facility owned or controlled by such Party and whether or not patented or patentable (including any and all Patents and other intellectual property rights with respect thereto), [***].

8.3.4 For each Wave CP, subject to the license grants by one Party to the other under this Agreement, as between the Parties, ownership of all Collaboration Program Technology related to a given Wave CP conceived, created or discovered, by or on behalf of either Party or its Affiliates either alone or jointly with Third Party(ies), or by the Parties or their Affiliates jointly under or in connection with this Agreement, whether or not conceived, created or discovered at a facility owned or controlled by such Party and whether or not patented or patentable (including any and all Patents and other intellectual property rights with respect thereto), [***].

8.4 Inventorship.

8.4.1 [***].

8.4.2 Notwithstanding anything to the contrary in this Agreement, each Party will have the right to invoke the America Invents Act Joint Research Agreement exception codified at 35 U.S.C. § 102(c) (the “JRA Exception”) when exercising its rights under this Agreement, but only with prior written consent of the other Party in its sole discretion. In the event that a Party intends to invoke the JRA Exception, once agreed to by the other Party if required by the preceding sentence, it will notify the other Party and the other Party will cooperate and coordinate its activities with such Party with respect to any filings or other activities in support thereof. The Parties acknowledge and agree that this Agreement is a “joint research agreement” as defined in 35 U.S.C. § 100(h).

8.5 Exploitation of Joint Technology. Each Party or its Affiliates will exercise its ownership rights in and to the Joint Technology, including the right to license and sublicense or otherwise to exploit, transfer or encumber its ownership interest, without an accounting or obligation to, or consent required from, the other Party, but subject to Section 10 (Confidentiality) and the license grants under this Agreement. At the reasonable written request of a Party, the other Party will in writing grant such consents and confirm that no such accounting is required to effect the foregoing regarding Joint Technology.

8.6 No Implied Rights. No license, sublicense or other right is or will be created or granted hereunder by implication, estoppel or otherwise. Any licenses, sublicenses or rights will be granted only as expressly provided in this Agreement. Neither Party nor any of its Affiliates will use or practice any Know-How or Patents licensed or provided to such Party or any of its Affiliates outside the scope of or otherwise not in compliance with the rights and licenses granted to such Party and its Affiliates under this Agreement.

8.7 Prosecution and Maintenance.

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8.7.1 SERPINA1 Specific Patents.

8.7.1.1 During the Term, Wave or its Affiliates will have the first right, but not the obligation, in consultation with the JPC, to Prosecute and Maintain in all jurisdictions in the Territory the SERPINA1 Specific Patents (the “Lead SERPINA1 Patent Party”). The Lead SERPINA1 Patent Party will [***]. The Lead SERPINA1 Patent Party will have lead responsibility and decision-making control for such Prosecution and Maintenance of the SERPINA1 Specific Patents. For clarity, (i) where the JPC is unable to reach consensus regarding any Prosecution and Maintenance related decision for a SERPINA1 Specific Patent, the Lead SERPINA1 Patent Party will have final decision-making authority with respect to such decision; and (ii) each Party will bear its own internal costs (i.e., those costs that are not Patent Costs) with respect to its Prosecution and Maintenance activities for the SERPINA1 Specific Patents.

8.7.1.2 In the event that the Lead SERPINA1 Patent Party elects not to Prosecute and Maintain in any country any SERPINA1 Specific Patent, such Lead SERPINA1 Patent Party will give the other Party at least [***] notice before any relevant deadline and provide to such other Party information it reasonably requests relating to the SERPINA1 Specific Patent, and such other Party will then have the right to request the Lead SERPINA1 Patent Party to continue the Prosecution and Maintenance of such SERPINA1 Specific Patent. [***].

8.7.1.3 Each Party will provide the other Party all reasonable assistance and cooperation in the Prosecution and Maintenance of the SERPINA1 Specific Patents in all respects, including providing any necessary powers of attorney and executing any other required documents or instruments for such Prosecution and Maintenance, as necessary to Prosecute and Maintain the SERPINA1 Specific Patents. Each Party will provide the other Party with copies of any documents it receives or prepares in connection with such Prosecution and Maintenance and will inform the other Party of the progress of it. Before filing in connection with such Prosecution and Maintenance any document with a patent office, each Party will provide a copy of the document to the other Party sufficiently in advance to enable the other Party to comment on it, and the first Party will give due consideration to such comments and will reasonably incorporate any of such comments in the first Party’s filings or responses to the extent such comments are provided sufficiently in advance of any applicable filing deadlines. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure/duty of reasonable inquiry requirements of any patent authority.

8.7.1.4 The Parties will confer regarding the desirability of seeking in any country any patent term extension, supplemental patent certificate or related extension of rights with respect to the SERPINA1 Specific Patents. The Lead SERPINA1 Patent Party will have the sole right, but not the obligation, to apply for any such extension or supplemental patent certificate or related extension of rights with respect to the SERPINA1 Specific Patents. Neither Party will proceed with such an extension until the Parties have consulted with one another and agreed to a strategy therefor, provided that in the case where the Parties are unable to reach consensus, the Lead SERPINA1 Patent Party will have the final decision making

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authority with respect to such decision, including whether or not to seek an extension for any SERPINA1 Specific Patent. Without limiting the foregoing, the Party that is not the Lead SERPINA1 Patent Party covenants that it will not seek patent term extensions, supplemental protection certificates, or similar rights or extensions for the SERPINA1 Specific Patents without the prior written consent of the Lead SERPINA1 Patent Party. Each Party will cooperate fully with and provide all reasonable assistance to the other Party and use all commercially reasonable efforts consistent with its obligations under Applicable Law (including any applicable consent order or decree) in connection with obtaining any such extensions for the SERPINA1 Specific Patents consistent with such strategy. To the extent reasonably and legally required in order to obtain any such extension in a particular country, each Party will make available to the other a copy of the necessary documentation to enable such other Party to use the same for the purpose of obtaining the extension in such country.

8.7.2 GSK CP Specific Patents.

8.7.2.1 GSK will have the first right, but not the obligation, in consultation with the JPC, to Prosecute and Maintain in all jurisdictions in the Territory the GSK CP Specific Patents. Subject to Section 8.7.2.2, GSK will bear one hundred percent (100%) of the Patent Costs for the GSK CP Specific Patents. GSK will have lead responsibility and decision-making control for such Prosecution and Maintenance of the GSK CP Specific Patents. For clarity, (i) where the JPC is unable to reach consensus regarding any Prosecution and Maintenance related decision for a GSK CP Specific Patent, GSK will have final decision-making authority with respect to such decision within the scope of the GSK CP Specific Patent; and (ii) each Party will bear its own internal costs (i.e., those costs that are not Patent Costs) with respect to its Prosecution and Maintenance activities for the GSK CP Specific Patents.

8.7.2.2 In the event that GSK elects not to Prosecute and Maintain in any country any GSK CP Specific Patent, GSK will give Wave at least [***] notice before any relevant deadline and provide to Wav