EX-10.2

EX-10.2 2 verv-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions.

AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT

by and between

VERVE THERAPEUTICS, INC.

and

BEAM THERAPEUTICS INC.

July 5, 2022

Table of Contents

Page


Article 1 DEFINITIONS	2
Article 2 LICENSES	28
2.1 License Grants; Retained Rights	28
2.2 Sublicenses	33
2.3 Other IP	37
2.4 Third Party Agreements	37
2.5 GalNAc License Option.	43
2.6 Exchange of Information; Technology Transfer	44
2.8 No Implied Licenses	47
Article 3 MANAGEMENT; EXCHANGE OF INFORMATION	49
3.1 Collaboration Overview	49
3.2 Limits on Committee Authority	49
3.3 Joint Steering Committee	49
3.4 Research Working Group.	54
3.5 Joint Development Committee	54
3.6 Joint Commercialization Committee	56
3.7 Alliance Managers	57
3.8 Committee Size and Composition; Observers	58
3.9 Chairpersons	58
3.10 Committee Meetings	58
3.11 Safety Reporting	59
3.12 Records and Reports	59
3.13 Compliance with Law and Ethical Business Practices	60
Article 4 RESEARCH AND DEVELOPMENT	60
4.1 General Obligations	60
4.3 Development Plans	61
4.4 Development Costs	64
Article 5 BEAM OPT-IN OPTION	64
5.1 Opportunity to Opt In	64
5.2 Subsequent Development Plan; Election Not to Opt-In	66
5.3 Beam Opt-Out Option	67


	-i-

Table of Contents

(continued)

Page


5.4 Verve Opt-Out Option.	67
5.5 Discussion of Proposal	68
Article 6 REGULATORY RESPONSIBILITY	68
6.1 General	68
6.2 Opt-In Products and Collaboration Products	68
Article 7 COMMERCIALIZATION	69
7.1 Commercialization Efforts	69
7.2 Commercialization of Product(s)	69
7.3 Commercialization Plan	70
7.4 Commercialization Reports	70
7.5 Commercialization Costs	70
7.6 Co-Promotion	71
Article 8 MANUFACTURING	71
8.1 General.	71
Article 9 PAYMENTS AND CONSIDERATION; EQUITY PURCHASE	71
9.1 Initial Issuance	71
9.2 Development Milestone Payments	71
9.3 Net Sales Milestones	73
9.4 Royalties	74
9.5 Revenue and Cost Sharing in the Collaboration Territory; Reconciliation Payments	76
9.6 Sublicense Income. Verve	80
9.7 Currency Exchange	80
9.8 Record-Keeping and Audit	80
9.9 Income Tax Withholding	81
Article 10 CONFIDENTIALITY AND PUBLICATION	83
10.1 Confidentiality; Exceptions	83
10.2 Authorized Disclosure	84
10.3 Publications	84
10.4 Press Releases; Disclosure of Agreement	85
10.5 Use of Names	85


	-ii-

Table of Contents

(continued)

Page


10.6 Termination of Prior Agreement	85
10.7 Remedies	85
Article 11 REPRESENTATIONS, WARRANTIES AND COVENANTS	86
11.1 Representations and Warranties of Each Party	86
11.2 Verve Representations, Warranties and Covenants	86
11.3 Beam Representations, Warranties and Covenants	88
11.4 Acknowledgement.	90
11.5 Covenants of Verve.	90
11.6 Disclaimer	91
Article 12 INTELLECTUAL PROPERTY PROVISIONS	91
12.1 Ownership of Intellectual Property	91
12.2 Filing, Prosecution and Maintenance of Patent Rights	93
12.3 Verve Product Competitive Infringement	94
12.4 Verve Product-Specific Patent Competitive Infringement	96
12.9 Patent Term Restoration	100
12.10 Trademarks and Corporate Logos	100
Article 13 INDEMNIFICATION	102
13.1 General Indemnification by Beam	102
13.2 General Indemnification by Verve	102
13.3 Products Liability Claims.	102
13.4 Claims for Indemnification	103
13.5 Disclaimer of Liability	104
Article 14 TERM AND TERMINATION	104
14.1 Term	104
14.2 At-Will Termination by Verve	104
14.3 At-Will Termination by Beam.	104
14.4 Termination for Cause	104
14.5 Termination for Patent Challenge	105
14.6 Effects of Termination	105
14.7 Effect of Termination; Survival	110
Article 15 MISCELLANEOUS	111


	-iii-

Table of Contents

(continued)

Page


15.1 Use of Affiliates	111
15.2 Interpretation	111
15.3 Force Majeure	111
15.4 Assignment	112
15.5 Severability	112
15.6 Notices	112
15.7 Dispute Resolution	113
15.8 Governing Law and Arbitration	113
15.9 Entire Agreement; Amendments	114
15.10 Headings	114
15.11 Independent Contractors	114
15.12 Waiver	115
15.13 Cumulative Remedies	115
15.14 Waiver of Rule of Construction	115
15.15 Business Day Requirements	115
15.16 Counterparts	115


	-iv-

SCHEDULES

Schedule 1.9 – [**] Patent Rights

Schedule 1.19 – Beam Base Editor Patent Rights

Schedule 1.22 – Beam C2C1 Patent Rights

Schedule 1.66.1 – Beam Competitors

Schedule 1.96 – Definition of GalNAc

Schedule 1.131 – Definition of [**]

Schedule 1.188 – Third Party Agreements

Schedule 1.194 – [**] Product-Specific Patent Rights

Schedule 1.205 – Verve GalNAc Patent Rights

Schedule 1.210 – Verve Lipid Patent Rights

Schedule 1.227 – Verve [**] Patent Rights

Schedule 1.231 – Definition of [**]

Schedule 2.4.1 – Third Party Agreement Provisions

Schedule 2.5.1 – Licensed GalNAc Targets

Schedule 2.6.1 – Verve [**] Technology Transfer

Schedule 2.1.10 – Existing Licensed Products

Schedule 2.1.11 – Existing [**] Product

Schedule 4.1.4 – Third Party Agreement Diligence Obligations

Schedule 11.2.2 – [**]Data

AMENDED AND RESTATED
COLLABORATION AND LICENSE AGREEMENT

This Amended and Restated Collaboration and License Agreement (this “Agreement”) is effective as of July 5, 2022 (the “Restatement Effective Date”) and is entered into by and between Verve Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (“Verve”) and Beam Therapeutics Inc., a corporation organized and existing under the laws of the State of Delaware (“Beam”, collectively with Verve, the “Parties” and each, a “Party”).

RECITALS:

WHEREAS, the Parties entered into that certain Collaboration and License Agreement, dated April 3, 2019 (the “Original Agreement Effective Date”), as amended by that certain letter agreement between the Parties dated July 12, 2019 (as so amended, the “Original Agreement”);

WHEREAS, in accordance with Section 16.9 of the Original Agreement, the Parties desire to restructure their relationship and amend and restate the Original Agreement as set forth herein, with the effect that the Original Agreement shall be superseded hereby as of the Restatement Effective Date (save as otherwise expressly stated herein);

WHEREAS, the Parties desire to add [**] (as hereinafter defined) as a Licensed Target and be granted licenses, and an assignment of certain patent rights, by Beam in relation thereto;

WHEREAS, the Parties desire to remove [**] as Licensed Targets;

WHEREAS, Verve or its Affiliates owns or controls certain technology related to gene editing and certain technology related to the Licensed Targets (as hereinafter defined) and to [**];

WHEREAS, Beam or its Affiliates owns or controls certain technology related to DNA base editing and RNA base editing platforms, including technology with respect to guide RNAs;

WHEREAS, for purposes of such collaboration, Verve desires to obtain a license under certain intellectual property, including the Beam Base Editor Technology, upon the terms and conditions set forth herein, and Beam desires to grant such a license; and

WHEREAS, Verve or its Affiliates owns or controls certain technology relating to [**] (as hereinafter defined);

WHEREAS, Beam desires to obtain a license under certain intellectual property, and an assignment of certain patent rights, related to [**] to develop and commercialize [**] Products (as hereinafter defined), upon the terms and conditions set forth herein, and Verve desires to grant such a license and assignment;

WHEREAS, the Parties desire to amend the licenses related to certain delivery technology that were contained in the Original Agreement and to clarify the structure of licenses relating to GalNAc, [**] and [**] (each, as hereinafter defined); and

WHEREAS, Verve and Beam desire to provide licenses to one another and to enter into a collaboration to develop and commercialize Products (as hereinafter defined) upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and cross-licenses herein contained, the receipt and sufficiency of which are hereby acknowledged, Verve and Beam hereby agree that the Original Agreement is hereby amended and restated in its entirety as of the Restatement Effective Date to read as follows:

Article 1 DEFINITIONS

Unless specifically set forth to the contrary in this Agreement, the following terms, whether used in the singular or plural, shall have the respective meanings set forth below or, if not listed below, the meaning designated in this Agreement.

1.1 “AAA” shall have the meaning given to such term in Section 15.8.

1.2 [**].

1.3 “Act” shall mean, as applicable, the United States Federal Food, Drug and Cosmetic Act, 21 U.S.C. §§ 301 et seq., or the Public Health Research Act, 42 U.S.C. §§ 262 et seq., as such may be amended from time to time.

1.4 “Action” shall mean (a) any claim, cause of action or suit (whether in contract or tort or otherwise), litigation (whether at law or in equity, whether civil or criminal), or arbitration brought against a Party by any Third Party and (b) any claim, action, cause of action or suit (whether in contract or tort or otherwise), litigation (whether at law or in equity, whether civil or criminal), controversy, assessment, arbitration, investigation, hearing, charge, complaint, demand, notice or proceeding of, to, from, by or before any Governmental Authority with respect to a Party.

1.5 “Affiliate” shall, with respect to a Person, mean any entity directly or indirectly controlled by, controlling, or under common control with, such Person, but only for so long as such control shall continue. For purposes of this definition, “control” (including, with correlative meanings, “controlled by”, “controlling” and “under common control with”) means (a) possession, direct or indirect, of the power to direct or cause direction of the management or policies of an entity (whether through ownership of securities or other ownership interests, by contract or otherwise), or (b) beneficial ownership of at least fifty percent (50%) (or the maximum ownership interest permitted by Applicable Law) of the voting securities or other ownership or general partnership interest (whether directly or pursuant to any option, warrant or other similar arrangement) or other comparable equity interests in an entity. Notwithstanding anything to the contrary in this Agreement, GV 2017, L.P. and any bona fide investment fund or management company controlled by, controlling, or under common control with GV 2017, L.P. shall not be deemed an Affiliate of Verve for purposes of this Agreement.

1.6 “Agreement” shall have the meaning given to such term in the preamble to this agreement.

1.7 “[**]” shall have the meaning given to such term in Section [**].

1.8 “[**]” means, [**].

1.9 “[**]” means the [**] listed on Schedule [**].

1.10 “Alliance Manager” shall have the meaning given to such term in Section 3.7.1.

1.11 [**].

1.12 “ANGPTL3” shall have the meaning given to such term in Section 1.125.

1.13 “Applicable Law” means the applicable laws, rules and regulations, including any rules, regulations, guidelines or other requirements of the Regulatory Authorities, that may be in effect from time to time in the Territory.

1.14 “Available” means, with respect to a target or gene, that such target or gene is not, at the applicable time, the subject of (a) [**], (b) [**], or (c) [**].

1.15 “Base Editor” shall mean [**].

1.16 “Base Editor Product” shall mean a [**].”

1.17 “Beam” shall have the meaning given to such term in the preamble to this Agreement.

1.18 “Beam Base Editor Know-How” shall mean, all Know-How, patentable or otherwise, which (a) is Controlled by Beam or its Affiliates and either (b) [**] or (c) [**].

1.19 “Beam Base Editor Patent Rights” shall mean, subject to Section 2.4.3(a), Patent Rights which (a) are Controlled by Beam or its Affiliates as of the Original Agreement Effective Date through the Term and Cover the composition or use of any [**] or (b) are Controlled by Beam or its Affiliates as of the Restatement Effective Date or during the Term and claim [**], in each case ((a) and (b)) (i) solely as to claims in such Patent Rights that Cover the foregoing and (ii) including any claims Covering [**]. As of the Restatement Effective Date, the patents and patent applications containing Beam Base Editor Patent Rights are those listed on Schedule 1.19.

1.20 “Beam Base Editor Technology” shall mean Beam Base Editor Know-How and Beam Base Editor Patent Rights.

1.21 “Beam C2C1 Know-How” shall mean all Know-How, patentable or otherwise, which (a) is Controlled by Beam or its Affiliates and either (b) [**] or (c) [**].

1.22 “Beam C2C1 Patent Rights” shall mean, subject to Section 2.4.3(b), Patent Rights which (a) are Controlled by Beam or its Affiliates as of the Original Agreement Effective Date through the Term and Cover the [**] or (b) are Controlled by Beam or its Affiliates as of the Restatement Effective Date or during the Term and claim [**], in each case ((a) and (b)) (i) solely as to claims in such Patent Rights that Cover the foregoing and (ii) including

any claims Covering [**]. As of the Restatement Effective Date, the patents and patents applications containing Beam C2C1 Patent Rights are those listed on Schedule 1.22.

1.23 “Beam C2C1 Technology” shall mean the Beam C2C1 Know-How and Beam C2C1 Patent Rights.

1.24 “Beam Collaboration Know-How” shall mean all Know-How, patentable or otherwise, conceived, developed, generated or reduced to practice during the Original Agreement Term or the Term solely by Beam or its Affiliates or other persons acting on behalf of Beam through the Development, Commercialization or Manufacture of Licensed Products.

1.25 “Beam Collaboration Patent Rights” shall mean Patent Rights which (a) as of the Restatement Effective Date or during the Term are Controlled by Beam or its Affiliates and (b) claim Beam Collaboration Know-How.

1.26 “Beam Collaboration Technology” shall mean Beam Collaboration Know-How and Beam Collaboration Patent Rights.

1.27 “Beam Indemnified Parties” shall have the meaning given to such term in Section 13.2.

1.28 “Beam Opt-In Option” shall have the meaning given to such term in Section 5.1.

1.29 “Beam Opt-Out Date” shall have the meaning given to such term in Section 5.3.

1.30 “Beam Opt-Out Option” shall have the meaning given to such term in Section 5.3.

1.31 “Beam Product-Specific Know-How” shall mean (a) any Verve GalNAc Know-How that [**]; and (b) any Verve Lipid Know-How that [**].

1.32 “Beam Product-Specific Patent Right” shall mean (a) any Verve GalNAc Patent Right [**]; and (b) any Verve Lipid Patent Right [**].

1.33 “Beam Surviving Sublicensee” shall have the meaning given to such term in Section 2.2.5.

1.34 “Beam Terminated Product” shall have the meaning given to such term in Section 14.6.1(b).

1.35 “Beam Third Party Agreement” shall have the meaning given to such term in Section 11.3.6.

1.36 “Beam-[**] Agreement” shall mean the License Agreement by and between [**] and Beam, dated as of [**], as such agreement may be amended from time to time in accordance with its terms.

1.37 “Beam-[**] Agreement” shall mean the License Agreement by and between [**] and Beam [**], dated as of [**], as such agreement may be amended from time to time in accordance with its terms.

1.38 “Beam-[**] Agreement” shall mean the License Agreement by and between [**] and Beam dated as of [**], as such agreement may be amended from time to time in accordance with its terms.

1.39 “Beam-[**] Agreement” shall mean the License Agreement by and between [**] and Beam, dated as of [**], as such agreement may be amended from time to time in accordance with its terms.

1.40 “[**]” shall have the meaning given to such term in Section 1.36.

1.41 “[**]” shall have the meaning given to such term in Section 1.37.

1.42 “[**]” shall have the meaning given to such term in Section 11.5.2.

1.43 “Business Day” means a day other than a Saturday, Sunday, or a bank or other public holiday in New York, New York, United States.

1.44 “C2C1” shall mean [**].”

1.45 “Calendar Quarter” shall mean the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 and December 31; provided that the first Calendar Quarter of the Term shall begin on the Restatement Effective Date and end on the last day of the then current Calendar Quarter and the last Calendar Quarter of the Term shall begin on the first day of such Calendar Quarter and end on the last day of the Term.

1.46 “Calendar Year” shall mean each successive period of twelve (12) months commencing on January 1 and ending on December 31; provided that the first Calendar Year of the Term shall begin on the Restatement Effective Date and end on December 31 of the then current Calendar Year and the last Calendar Year of the Term shall begin on the first day of such Calendar Year and end on the last day of the Term.

1.47 “[**]” shall mean [**].

1.48 “Challenged Patent Right” shall have the meaning given to such term in Section 1.148.

1.49 “Change of Control” means, with respect to a Person, any of the following: (a) the sale or disposition of all or substantially all of the assets of such Person to a non-Affiliate of such Person, (b) the acquisition by a non-Affiliate of such Person, directly or indirectly, other than by an employee benefit plan (or related trust) sponsored or maintained by such Person or any of its Affiliates, of more than fifty percent (50%) of such Person’s outstanding shares of voting capital stock or similar equity (e.g., capital stock entitled to vote generally for the election of directors), (c) the merger or consolidation of such Person with or into another corporation or entity, or (d) a liquidation or dissolution of such Person or any direct or indirect parent of such Person, excluding, in the case of (b) or (c) above, an acquisition or a merger or consolidation of a Person in which holders of shares of such Person’s voting capital stock or similar equity immediately prior to the acquisition, merger or consolidation have more than fifty percent (50%) of the ownership of voting capital stock or similar

equity of the acquiring non-Affiliate or the surviving corporation or entity in such merger or consolidation, as the case may be, immediately after the merger or consolidation. Notwithstanding the foregoing, a Change of Control will not be deemed to occur on account of a sale of assets, merger or other transaction effected exclusively for the purpose of changing the corporate domicile or legal form of such Person.

1.50 [**].

1.51 “Clinical Trial” shall mean a Phase I Clinical Trial, Phase II Clinical Trial, Phase III Clinical Trial, or Phase IV Clinical Trial.

1.52 “Clinical Trial Data” shall mean, with respect to a Product that is a Licensed Product or Collaboration Product, (a) all pharmacokinetic, clinical, safety and other similar data that relate to the Development of such Product, including all data and information related to any Clinical Trials of such Product (including all final reports and case report forms) and (b) all clinical test designs and operating records related to any Clinical Trial for such Product.

1.53 “Code” shall have the meaning given to such term in Section 14.6.3.

1.54 “Collaboration Marks” shall have the meaning given to such term in Section 12.10.1.

1.55 “Collaboration Product” shall mean an Opt-In Product for which (a) Beam has elected the Beam Opt-In Option in accordance with Section 5.1, (b) Beam has not elected the Beam Opt-Out Option and (c) Verve has not elected the Verve Opt-Out Option.

1.56 “Collaboration Technology” shall mean the Beam Collaboration Technology, the Verve Collaboration Technology and the Joint Collaboration Technology.

1.57 “Collaboration Territory” shall mean (a) for Collaboration Products directed towards ANGPTL3 or PCSK9, the United States, its territories and possessions and (b) for Collaboration Products directed towards [**], worldwide.

1.58 “Collaboration Territory Revenue” shall mean, for any given time period, [**]. Collaboration Territory Revenue in any given time period shall be determined on an accrual basis from the Parties’ books and records maintained in accordance with GAAP.

1.59 “Commercial Operations” means, with respect to any Person and a country, the promotion, marketing or selling of any pharmaceutical or biologic product in such country by such Person or its Affiliates, either itself or jointly with a Third Party.

1.60 “Commercialization Budget” shall mean, with respect to a Collaboration Product in the Collaboration Territory, the budget for Shared Commercialization Costs included in the Commercialization Plan for such Collaboration Product.

1.61 “Commercialization Plan” shall have the meaning given to such term in Section 7.3.1.

1.62 “Commercialization Senior Officer” shall mean, with respect to a Party, any officer designated under Section 3.3.3 (or such officer’s designee) that has the requisite decision-making authority and expertise within such Party to make decisions related to Commercialization under this Agreement.

1.63 “Commercialize” shall mean to promote, market, distribute, sell and provide product support for a Product, and “Commercializing” and “Commercialization” shall have correlative meanings.

1.64 “Commercially Reasonable Efforts” shall mean, with respect to the efforts and resources to be expended by a Party with respect to any objective, the efforts and resources [**]. It is anticipated that the level of effort to be expended in the use of Commercially Reasonable Efforts will change over time, including to reflect changes in the status of the Product and the countries (or markets) involved. For the avoidance of doubt, where a Party has an obligation to use Commercially Reasonable Efforts, the efforts of such Party and its Affiliates and sublicensees shall be considered in determining whether such Party has satisfied such obligation.

1.65 “Committee” shall mean the JSC and any Subcommittee.

1.66 “Competitor” means:

1.66.1 with respect to Beam, [**]. An entity that is a Competitor under the foregoing clause (b) shall only be deemed a Competitor for so long as such control exists. [**]. Any such entity(ies) shall only be added to Schedule 1.66.1 by mutual written agreement of the Parties.

1.66.2 and with respect to Verve, a Third Party that is, or has an Affiliate that is, (i) developing or commercializing a Verve Competitive Product or (ii) engaged in a Verve Competitive Program.

1.67 “Confidential Information” shall have the meaning given to such term in Section 10.1.

1.68 “Control”, “Controls” or “Controlled by” shall mean, with respect to any product, Patent Right or other tangible or intangible intellectual property right, the possession (whether by ownership or license, other than licenses granted pursuant to this Agreement) by a Party or its Affiliate of the ability to grant to the other Party access to, ownership of, or a license or sublicense under, such product, Patent Right, or other intellectual property without violating the terms of any agreement or other arrangement with any Third Party; provided, however, that notwithstanding anything in this Agreement to the contrary, any product, Patent Right, Know-How, regulatory filings or documentation, or other tangible or intangible intellectual property right Controlled by (a) a Future Acquirer of a Party or (b) a Third Party that becomes an Affiliate of a Party due to a Change of Control of such Party following the Restatement Effective Date will not be treated as “Controlled” by such Party or its Affiliate for purposes of this Agreement, except in each case for Collaboration Technology generated by a Party or its Affiliates.

1.69 “Co‑Promote” shall mean the joint promotion of a Product by Verve and Beam through their respective sales forces under a single trademark in the Collaboration Territory, but shall not include any Manufacturing activities or Development activities or any other actions undertaken with Regulatory Authorities in order to obtain or maintain Marketing Authorizations. “Co‑Promotion” and “Co-Promoting” shall have a correlative meaning.

1.70 “Co-Promotion Agreement” shall have the meaning given to such term in Section 7.6.

1.71 “Cost of Goods Manufactured” shall mean, with respect to a Product, [**].

1.72 “Cost Report” shall have the meaning given to such term in Section 9.5.2(a).

1.73 “Covered” shall mean, with respect to a given product, process, method or service, that a Valid Claim would (absent a license thereunder or ownership thereof) be infringed (whether directly infringed or indirectly by induced or contributory infringement) by the making, using, selling, offering for sale, importation or other exploitation of such product, process, method or service. With respect to a claim of a pending patent application, “infringed” refers to activity that would infringe or be covered by such Valid Claim if it were contained in an issued patent. Cognates of the word “Covered” shall have correlative meanings.

1.74 “CPI” shall mean, with respect to personnel located in the U.S., the Consumer Price Index – All Urban Consumers published by the United States Department of Labor, Bureau of Statistics (or its successor equivalent index), and with respect to personnel located outside the U.S., (a) an equivalent index in a foreign country applicable to FTEs in such country, accounting if possible for the area in such country where the personnel are located, or (b) other inflation measure or rate agreed to by the Parties.

1.75 [**].

1.76 “Detail” means, with respect to a Collaboration Product in the Collaboration Territory, a face-to-face contact between a sales representative and a physician or other medical professional licensed to prescribe drugs, during which a primary position detail (as defined in the Co-Promotion Agreement) or a secondary position detail (as defined in the Co-Promotion Agreement) is made to such person, in each case as measured by each Party’s internal recording of such activity in accordance with the Co-Promotion Agreement; provided that such meeting is consistent with and in accordance with the requirements of Applicable Law and this Agreement. When used as a verb, “Detail” means to engage in a Detail.

1.77 “Develop” shall mean to research, develop, analyze, test and conduct preclinical, clinical and all other regulatory trials for a product, as well as any and all activities pertaining to manufacturing development, formulation development and lifecycle management, including new formulations and all other activities related to securing and maintaining Marketing Authorization for a product. “Developing” and “Development” shall have correlative meanings.

1.78 “Development Budget” shall mean, with respect to a Subsequent Development Plan for a Collaboration Product, the budget for Development activities for such Collaboration Product in the Territory under such Development Plan in the Major Markets, as may be amended from time to time by the JSC. Each Development Budget shall be itemized by general Development activity and the Party expected to incur such expense.

1.79 “Development Cost Report” shall have the meaning given to such term in Section 9.5.2(a).

1.80 “Development Plan” shall mean, on a Product-by-Product basis, the Initial Development Plan and the Subsequent Development Plan for such Product.

1.81 “Development Senior Officer” shall mean, with respect to a Party, any officer designated under Section 3.3.3 (or such officer’s designee) that has the requisite decision-making authority and expertise within such Party to make decisions related to Development under this Agreement.

1.82 “Disclosing Party” shall have the meaning given to such term in Section 10.1.

1.83 “Dispute” shall have the meaning given to such term in Section 15.7.

1.84 “EMA” shall mean the European Medicines Agency and any successor Regulatory Authority having substantially the same function.

1.85 “European Union” means the organization of member states of the European Union, as it may be constituted from time to time during the Term.

1.86 “Existing Confidentiality Agreement” shall have the meaning given to such term in Section 10.6.

1.87 “FDA” shall mean the United States Food and Drug Administration and any successor Regulatory Authority having substantially the same function.

1.88 “Field” shall mean the prevention or treatment of human diseases.

1.89 “First Commercial Sale” shall mean, with respect to a product in a country, [**].

1.90 “FTE” shall mean [**] hours of work devoted to or in support of Development or Commercialization activities under this Agreement that is carried out by one or more qualified employees, contract personnel or consultants of a Party, measured in accordance with such Party’s normal time allocation practices.

1.91 “FTE Cost” shall mean, for any period, the FTE Rate multiplied by the number of FTEs in such period.

1.92 “FTE Rate” shall mean, (a) for the period during the Term through the end of the first full Calendar Year, a rate of [**] U.S. Dollars ($[**]) per FTE and [**].

1.93 “Fully Absorbed Standard Costs” shall mean, with respect to a Product, [**].

1.94 “Future Acquirer” shall mean, with respect to a Party, the non-Affiliate party to any Change of Control of such Party and such non-Affiliate Person’s Affiliates immediately prior to the Change of Control.

1.95 “GAAP” shall mean United States generally accepted accounting principles, consistently applied.

1.96 “GalNAc” shall have the meaning given to such term in Schedule 1.96.

1.97 “GalNAc Opt-In Exercise Notice” shall have the meaning given to such term in Section 2.5.1.

1.98 “GalNAc Opt-In Right” shall have the meaning given to such term in Section 2.5.1.

1.99 “GalNAc Product” shall mean, on a country-by-country basis, any Base Editor Product Developed, Manufactured, or Commercialized by or on behalf of Beam, its Affiliates, or its/their sublicensees (other than Verve) (a) [**] and (b) (i) the making, using, selling, offering for sale, importing or exporting of which in the country in question is Covered by at least one Valid Claim of any Verve GalNAc Patent Rights or (ii) [**].

1.100 “GalNAc Target” shall have the meaning given to such term in Section 2.5.1.

1.101 “Gatekeeper” shall have the meaning given to such term in Section 2.5.2.

1.102 “Governmental Authority” shall mean any United States federal, state or local, or any foreign, government or political subdivision thereof, or any multinational organization or authority, or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department, bureau or division thereof), or any governmental arbitrator or arbitral body.

1.103 “[**]” has the meaning set forth in Section 1.39.

1.104 “IND” shall mean an investigational new drug application, clinical trial authorization, or similar application or submission for approval to conduct human clinical investigations filed with or submitted to a Regulatory Authority in conformance with the requirements of such Regulatory Authority.

1.105 “Indemnified Party” shall have the meaning given to such term in Section 13.4.1.

1.106 “Indemnifying Party” shall have the meaning given to such term in Section 13.4.1.

1.107 “Independent Product” means any Base Editor Product or Nuclease Product that is not a Licensed Product.

1.108 “Indication” shall mean [**].

1.109 “Initial Development Plan” shall have the meaning given to such term in Section 4.3.1.

1.110 “Initiate” or “Initiation” shall mean, with respect to a Clinical Trial, the administration of the first dose to a human subject in such Clinical Trial.

1.111 “Institution” means each of [**].

1.112 [**].

1.113 “JCC” shall have the meaning given to such term in Section 3.6.1.

1.114 “JDC” shall have the meaning given to such term in Section 3.5.1.

1.115 “Joint Collaboration Know-How” shall mean all Know-How, patentable or otherwise, conceived, developed, generated or reduced to practice during the Original Agreement Term or during the Term jointly by, on one hand, Beam, its Affiliates or persons acting on behalf of Beam and, on the other hand, Verve, its Affiliates or persons acting on behalf of Verve, in each case through the Development, Commercialization or Manufacture of Licensed Products; provided that [**].

1.116 “Joint Collaboration Patent Rights” shall mean Patent Rights claiming any Joint Collaboration Know-How.

1.117 “Joint Collaboration Technology” shall mean the Joint Collaboration Know-How and Joint Collaboration Patent Rights.

1.118 “JSC” shall have the meaning given to such term in Section 3.3.

1.119 “Know-How” shall mean any invention, discovery, development, data, information, process, method, technique, trade secret, composition of matter, formulation, article of manufacture or other know-how, and any physical embodiments of any of the foregoing.

1.120 [**].

1.121 “Licensed Base Editor Product” means, on a country-by-country basis, any Base Editor Product (a) [**], and (b) (i) the making, using, selling, offering for sale, importing or exporting of which in the country in question is Covered by at least one Valid Claim of the Beam Base Editor Patent Rights or (ii) was made, discovered, developed or determined to have utility through the use of any of the Beam Base Editor Technology. For clarity, a Licensed Base Editor Product can also be Covered by one or more Valid Claims of the Beam C2C1 Patent Rights or have been made, discovered, developed or determined to have utility through the use of the Beam C2C1 Technology.

1.122 “Licensed C2C1 Product” means, on a country-by-country basis, any Nuclease Product (a) the making, using, selling, offering for sale, importing or exporting of which in the country in question is Covered by at least one Valid Claim of the Beam C2C1 Patent Rights or (b) was made, discovered, developed or determined to have utility through the use of any of the Beam C2C1 Technology.

1.123 “Licensed GalNAc Target” shall have the meaning given to such term in Section 2.5.1.

1.124 “Licensed Product” means Licensed Base Editor Products and Licensed C2C1 Products.

1.125 “Licensed Targets” shall mean the genes encoding Angiopoietin-like 3 (“ANGPTL3”), Proprotein convertase subtilisin/kexin type 9 serine protease (“PCSK9”), and [**].

1.126 “Licensee” shall have the meaning given to such term in Section 1.148.

1.127 “Licensor” shall have the meaning given to such term in Section 1.148.

1.128 “Lipid Technology Product” shall mean any Base Editor Product (a) the making, using, selling, offering for sale, importing or exporting of which in the country in question is Covered by at least one Valid Claim of any Verve Lipid Patent Rights or (b) that was made, discovered, developed or determined to have utility by Beam, its Affiliates or sublicensees through the use of any Verve Lipid Know-How.

1.129 “LNP” shall mean lipid nanoparticle.

1.130 “Losses” shall have the meaning given to such term in Section 13.1.

1.131 “[**]” shall have the meaning given to such term in Schedule 1.131.

1.132 “Major Market” means each of [**].

1.133 “Manufacture” or “Manufacturing” shall mean, with respect to a product, including components thereof, the receipt, handling and storage of materials, the manufacturing, processing, packaging and labeling (excluding the development of packaging and labeling components for Marketing Authorization), holding (including storage), quality assurance and quality control testing (including release) of such compound or product (other than quality assurance and quality control related to development of the manufacturing process, which activities shall be considered Development activities) and shipping of such product (or components thereof).

1.134 “Marketing Authorization” shall mean all approvals from the relevant Regulatory Authority necessary to market and sell a product in any country, including Pricing Approval if necessary.

1.135 “Material Transfer Agreement” shall have the meaning given to such term in Section 2.7.5.

1.136 “[**]” shall mean [**].

1.137 “NDA” shall mean a New Drug Application, Biologics License Application, Worldwide Marketing Application, Marketing Authorization Application, filing pursuant to Section 510(k) of the Act, or similar application or submission for Marketing Authorization of a Product filed with a Regulatory Authority to obtain Marketing Authorization for a biological, pharmaceutical or diagnostic product in the applicable jurisdiction.

1.138 “Net Sales” shall mean [**].

1.139 “Nuclease Product” shall mean [**].

1.140 “Opt-In Information Package” shall have the meaning given to such term in Section 5.1.

1.141 “Opt-In Product” shall mean [**] (a) Licensed Product, (b) [**] other Nuclease Product or (c) [**] other Base Editor Product [**].

1.142 “Opt-Out Date” shall mean the Beam Opt-Out Date or the Verve Opt-Out Date, as applicable.

1.143 “Original Agreement” shall have the meaning given to such term in the recitals of this Agreement.

1.144 “Original Agreement Effective Date” shall have the meaning given to such term in the recitals of this Agreement.

1.145 “Original Agreement Term” means the period starting on the Original Agreement Effective Date and ending on the Restatement Effective Date.

1.146 “Party” or “Parties” shall have the meaning given to such term in the preamble to this Agreement.

1.147 “Party Materials” shall have the meaning given to such term in Section 2.7.1.

1.148 “Patent Challenge” means any direct or indirect dispute or challenge, or any knowing, willful or reckless assistance in the dispute or challenge, of the validity, patentability, scope, priority, construction, non-infringement, inventorship, ownership or enforceability of any Patent Right (a “Challenged Patent Right”) licensed by a Party (the “Licensor”) to the other Party (the “Licensee”) under this Agreement or any claim thereof, or opposition or assistance in the opposition of the grant of any letters patent within the Challenged Patent Rights, in any legal or administrative proceedings, including in a court of law, before the United States Patent and Trademark Office or other agency or tribunal in any jurisdiction, or in arbitration including by reexamination, inter partes review, opposition, interference, post-grant review, nullity proceeding, preissuance submission, third party submission, derivation proceeding or declaratory judgment action; provided, however, that the term Patent Challenge shall not include (a) the Licensee or any of its Affiliates or sublicensees being an essential party in any patent interference proceeding before the United States Patent and Trademark Office, which interference the Licensee or its applicable Affiliate or sublicensee acts in good faith to try to settle or (b) the Licensee or any of its Affiliates or sublicensees, due to its status as an exclusive licensee of patent rights other than the Challenged Patent Rights, being named by the Licensor of such patent rights as a real party in interest in such an interference, so long as the Licensee or its applicable Affiliate or sublicensee either abstains from participation in, or acts in good faith to settle, the interference. For clarity, a Patent Challenge shall not include arguments made by the Licensee that (x) distinguish the inventions claimed in Patent Rights owned or controlled by the Licensee from those claimed in the Challenged Patent Rights but (y) do

not disparage the Challenged Patent Rights or raise any issue of Challenged Patent Rights’ compliance with or sufficiency under applicable patent laws, regulations or administrative rules, in each case (i) in the ordinary course of ex parte prosecution of the Patent Rights owned or controlled by the Licensee or (ii) in inter partes proceedings before the United States Patent and Trademark Office or other agency or tribunal in any jurisdiction (excluding interferences or derivation proceedings), or in arbitration, wherein the Patent Rights owned or controlled by the Licensee have been challenged. For further clarity, unless in conflict with the definition of a “Patent Challenge” that exists as of the Restatement Effective Date under a Third Party Agreement applicable to the Challenged Patent Rights, a Patent Challenge shall not include any counterclaim made, filed or maintained by the Licensee or its applicable Affiliate or sublicensee as a defendant in any claim, demand, lawsuit, cause of action or other action made, filed or maintained by the Licensor or its Affiliate or designee asserting infringement of any Patent Right.

1.149 “Patent Rights” shall mean (a) all patents and patent applications in any country or supranational jurisdiction in the Territory, (b) any substitutions, divisionals, continuations, continuations-in-part, provisional applications, reissues, renewals, registrations, confirmations, re-examinations, extensions, supplementary protection certificates and the like of any such patents or patent applications, (c) foreign counterparts of any of the foregoing, (d) all applications claiming priority to any of the foregoing, (e) any patents issuing on any patent application identified in clauses (a) through (d), (f) any application to which any of the foregoing claim priority and (g) any application that claims common priority with any of the foregoing.

1.150 “PCSK9” shall have the meaning given to such term in Section 1.125.

1.151 “Permitted Uses” shall have the meaning given to such term in Section 2.7.2.

1.152 “Person” shall mean an individual, Governmental Authority, government official, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, or any other form of entity not specifically listed herein.

1.153 “Pharmacovigilance Agreement” shall have the meaning given to such term in Section 3.11.1.

1.154 “Phase I Clinical Trial” shall mean a human clinical trial in any country that would satisfy the requirements of 21 CFR 312.21(a).

1.155 “Phase II Clinical Trial” shall mean a human clinical trial in any country that would satisfy the requirements of 21 CFR 312.21(b).

1.156 “Phase III Clinical Trial” shall mean a human clinical trial in any country that would satisfy the requirements of 21 CFR 312.21(c).

1.157 “Phase IV Clinical Trial” shall mean (i) any human clinical trial (other than a Phase I Clinical Trial, Phase II Clinical Trial or Phase III Clinical Trial) in any country which is conducted on a Product for an Indication in the Field after Marketing Authorization of such

Product has been obtained from an appropriate Regulatory Authority in such country for such Indication, and includes (a) clinical trials conducted voluntarily after Marketing Authorization for enhancing marketing or scientific knowledge of an approved Indication in the Field or (b) trials conducted after Marketing Authorization due to request or requirement of a Regulatory Authority or as a condition of a previously granted Marketing Authorization or (ii) any REMS/RMP related study of a Product for an Indication in the Field after Marketing Authorization of such Product has been obtained from an appropriate Regulatory Authority in such country for such Indication.

1.158 “Post-Approval Shared Development Costs” shall mean, on a Collaboration Product-by-Collaboration Product basis, the sum of [**].

1.159 “Post-Approval Shared Regulatory Costs” shall mean, on an Collaboration Product-by-Collaboration Product basis, the sum of [**].

1.160 “Post-Termination Licensed Technology” shall have the meaning given to such term in Section 14.6.2(b).

1.161 “Pricing Approval” means, with respect to a product in any country where a Governmental Authority authorizes reimbursement for, or approves or determines pricing for, pharmaceutical products, (a) receipt (or, if required to make such authorization, approval or determination effective, publication) of such reimbursement authorization or pricing approval or determination (as the case may be) for such product in such country and (b) the earlier to occur of (i) Verve, its Affiliate or sublicensee indicating agreement with such price(s) in such country or (ii) Verve, its Affiliate or sublicensee commencing Commercialization activities for such Product in such country after Marketing Authorization (other than Pricing Approval).

1.162 “Product” shall mean any (a) Base Editor Product [**] or (b) Nuclease Product, as applicable.

1.163 “Receiving Party” shall have the meaning given to such term in Section 10.1.

1.164 “Reconciliation Report” shall have the meaning given to such term in Section 9.5.2(d).

1.165 “Regulatory Authority” shall mean any applicable Governmental Authority involved in granting approvals for the manufacturing or marketing of a Product (including Marketing Authorizations therefor) in the Territory, including in the United States, the FDA, and in the European Union, the EMA.

1.166 “Regulatory Documentation” shall have the meaning given to such term in Section 6.2.

1.167 “Research Plan” shall have the meaning given to such term in Section 4.2.

1.168 “Research Working Group” shall have the meaning given to such term in Section 3.4.1.

1.169 “Restatement Effective Date” shall have the meaning given to such term in the preamble to this Agreement.

1.170 “Royalty Term” shall mean:

1.170.1 on a country-by-country and Licensed Product-by-Licensed Product basis, the period during which royalties shall be paid on the sum of Net Sales of such Licensed Product in such country, from the First Commercial Sale of such Licensed Product until the latest of: (a) the expiration date of the last to expire Valid Claim within the Beam Base Editor Patent Rights, Beam C2C1 Patent Rights, Beam Collaboration Patent Rights, Verve Royalty-Bearing Patent Rights or Joint Collaboration Patent Rights Covering the applicable Licensed Product (or if the last such Valid Claim with respect to such Licensed Product in such country is a pending Valid Claim, the date such pending Valid Claim ceases to be a Valid Claim; provided, however, that subsequent issuance of such Valid Claim shall again extend the Royalty Term from the date of such issuance to the expiration date of such Valid Claim); (b) the period of regulatory exclusivity associated with such Licensed Product in such country; or (c) ten (10) years after the First Commercial Sale of such Licensed Product in such country, provided that, on a country-by-country basis, if the Royalty Term is only in effect in a given country for a given Licensed Product as a result of the applicable Licensed Product [**];

1.170.2 on a country-by-country and GalNAc Product-by-GalNAc Product basis, the period during which royalties shall be paid on the sum of Net Sales of such GalNAc Product in such country, from the First Commercial Sale of such GalNAc Product until the latest of: (a) the expiration date of the last to expire Valid Claim within the Verve GalNAc Patent Rights Covering the applicable GalNAc Product (or if the last such Valid Claim with respect to such GalNAc Product in such country is a pending Valid Claim, the date such pending Valid Claim ceases to be a Valid Claim; provided, however, that subsequent issuance of such Valid Claim shall again extend the Royalty Term from the date of such issuance to the expiration date of such Valid Claim); (b) the period of regulatory exclusivity associated with such GalNAc Product in such country; or (c) ten (10) years after the First Commercial Sale of such GalNAc Product in such country; or

1.170.3 on a country-by-country and Terminated Reversion Product-by-Terminated Reversion Product basis, the period during which royalties shall be paid on the sum of Net Sales of such Terminated Reversion Product in such country, from the First Commercial Sale of such Terminated Reversion Product until the latest of: (a) the expiration date of the last to expire Valid Claim within the Patent Rights within the Post-Termination Licensed Technology Covering the applicable Terminated Reversion Product (or if the last such Valid Claim with respect to such Terminated Reversion Product in such country is a pending Valid Claim, the date such pending Valid Claim ceases to be a Valid Claim; provided, however, that subsequent issuance of such Valid Claim shall again extend the Royalty Term from the date of such issuance to the expiration date of such Valid Claim); (b) the period of regulatory exclusivity associated with such Terminated Reversion

Product in such country; or (c) ten (10) years after the First Commercial Sale of such Terminated Reversion Product in such country.

1.171 “Safety Issue” shall mean, with respect to a Product, [**].

1.172 “Sales and Marketing Expenses” shall mean the sum of [**].

1.173 “Senior Officers” shall have the meaning given to such term in Section 3.3.3.

1.174 “Shared Commercialization Costs” shall mean, with respect to a Collaboration Product, the sum of the following: [**].

1.175 “Shared Costs” shall mean any Shared Commercialization Costs or Shared Development Costs.

1.176 “Shared Development Costs” shall mean, with respect to a Collaboration Product, the sum of [**].

1.177 “Shared Distribution Costs” shall mean the sum of [**].

1.178 “Subcommittees” shall mean the JDC, JCC or any other committee or subcommittee (other than the JSC) formed in accordance with this Agreement.

1.179 “Sublicense Income” means all consideration (including upfront fees, annual or maintenance license fees, development, regulatory or sales milestones (net of any amount due to Beam under Section 9.2 or Section 9.3 for the identical or substantially the same milestone event)), received by Verve or its Affiliates from a Third Party under an agreement that includes the grant of any sublicense of the rights granted to Verve under Section 2.1.1 for [**] or [**] Base Editor Products, but excluding (a) royalties on Net Sales (or other payments, such as profit sharing payments, calculated as a percentage of net sales less deductions, provided that royalty payments under Section 9.4.1 for such products are paid), (b) [**] for [**] or [**] Base Editor Products.

1.180 “Subsequent Development Plan” shall have the meaning given to such term in Section 4.3.2(a).

1.181 “Target Nomination Notice” shall have the meaning given to such term in Section 2.5.2.

1.182 “Term” shall have the meaning given to such term in Section 14.1.

1.183 “Terminated Target” means each of [**].

1.184 “Terminated Target Product” shall mean any Base Editor Product [**] of a Terminated Target, and targets such Base Editor to such sequence.

1.185 “Terminated Reversion Product” shall have the meaning given to such term in Section 14.6.2(a).

1.186 “Territory” shall mean all of the countries in the world, and their territories and possessions.

1.187 “Third Party” shall mean a Person other than Verve, Beam or their respective Affiliates.

1.188 “Third Party Agreements” shall mean (a) subject to Section 3.3.3(b)(viii), any agreement entered into after the Restatement Effective Date between a Third Party and Verve or its Affiliate pursuant to which Verve or its Affiliate gains rights to use such Third Party’s intellectual property in the Development, Manufacture or Commercialization of a Licensed Product or Collaboration Product under this Agreement, (b) with respect to Beam, any agreement set forth on Schedule 1.188(a) and, with respect to Verve, any agreement set forth on Schedule 1.188(b) or (c) any agreement between a Third Party and a Party or its Affiliate that is deemed a “Third Party Agreement” under Section 2.4.3.

1.189 “Third Party Payments” shall mean compensation paid to any Third Party by a Party or by both Parties (or their respective Affiliates) under any Third Party Agreement and, contingent and effective upon the effective date of the [**], compensation paid to [**] or [**] under the [**] Agreement with respect to the applicable Collaboration Product.

1.190 “[**]” shall mean the [**].

1.191 “[**] Product” shall mean any Base Editor Product [**] and targets such Base Editor to such sequence, in any formulation and dosage form (including any formulations with [**], with and without GalNAc). For clarity, a [**] Product may also be a GalNAc Product.

1.192 “[**] Product Competitive Infringement” shall have the meaning given to such term in Section 12.5.

1.193 “[**] Product-Specific Know-How” means any Verve [**] Know-How that [**].

1.194 “[**] Product-Specific Patent Right” means (a) each Verve [**] Patent Right that solely claims [**] Product-Specific Know-How as listed on Schedule 1.194 and (b) any Verve [**] Patent Right that solely claims [**] Product-Specific Know-How and that is filed by Verve within [**] of the Restatement Effective Date.

1.195 “Valid Claim” means, with respect to any Patent Rights, (a) a claim of an issued and unexpired patent within such Patent Rights that has not been (i) held permanently revoked, unenforceable, unpatentable or invalid by a decision of a court or governmental body of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, (ii) rendered unenforceable through disclaimer, or (iii) permanently lost through an interference or opposition proceeding without any right of appeal or review, or not appealed or put in for review within the applicable statutory or regulatory period; or (b) a pending claim of a pending patent application within such Patent Rights that has not been (i) abandoned or finally rejected without the possibility of appeal or refiling or (ii) pending more than [**] from the date of the first substantive office action on such pending patent application, provided such patent application is not pending more than [**] from its earliest priority date. A pending claim that ceases to be a Valid Claim due to the foregoing time

limit shall, if it later issues, qualify again as a Valid Claim, provided that it meets the requirements of clauses (a)(i)-(iii) of the foregoing definition.

1.196 “Verve” shall have the meaning given to such term in the preamble to this Agreement.

1.197 “Verve-[**] License Agreement” shall mean the Non-Exclusive License Agreement by and between [**] and Verve dated as of [**], as such agreement may be amended from time to time in accordance with its terms.

1.198 “Verve Base Editing Technology” shall mean (a) (i) all Know-How, patentable or otherwise and Patent Rights Controlled by Verve or its Affiliates as of the Restatement Effective Date and that Covers [**] and (ii) Patent Rights Controlled by Verve or its Affiliates during the Term and that Cover the [**], and (b) (i) all Verve Collaboration Technology and (ii) Verve’s interest in the Joint Collaboration Technology, in each case ((i) and (ii)), (A) that Covers the [**].

1.199 “Verve Collaboration Know-How” shall mean all Know-How, patentable or otherwise, conceived, developed, generated or reduced to practice during the Original Agreement Term or the Term solely by Verve or its Affiliates or other persons acting on behalf of Verve through the Development, Commercialization or Manufacture of Licensed Products.

1.200 “Verve Collaboration Patent Rights” shall mean Patent Rights which (a) as of the Restatement Effective Date or during the Term are Controlled by Verve or its Affiliates and (b) claim Verve Collaboration Know-How.

1.201 “Verve Collaboration Technology” shall mean Verve Collaboration Know-How and Verve Collaboration Patent Rights.

1.202 “Verve Competitive Product” shall have the meaning given to such term in Section 1.203.

1.203 “Verve Competitive Program” shall mean any research or development program for which [**], with the goal of discovering or developing (a) a Base Editor Product [**] and targets such Base Editor to such sequence or (b) a Nuclease Product (such product ((a) or (b)), an “Verve Competitive Product”); provided that, the determination as to whether a Third Party is engaged in a Verve Competitive Program shall be conclusively determined based on [**].

1.204 “Verve GalNAc Know-How” shall mean all Know-How, patentable or otherwise, which (a) is Controlled by Verve or its Affiliates as of the Restatement Effective Date, and (b) [**].

1.205 “Verve GalNAc Patent Rights” shall mean Patent Rights which (a) are Controlled by Verve or its Affiliates as of the Restatement Effective Date and (b) claim Verve GalNAc Know-How. [**].

1.206 “Verve GalNAc Technology” shall mean Verve GalNAc Know-How and Verve GalNAc Patent Rights.

1.207 “Verve Indemnified Parties” shall have the meaning given to such term in Section 13.1.

1.208 “Verve IP Infringement” shall have the meaning given to such term in Section 12.6.1.

1.209 “Verve Lipid Know-How” shall mean all Know-How, patentable or otherwise, which (a) is Controlled by Verve or its Affiliates as of the Restatement Effective Date, and (b) [**].

1.210 “Verve Lipid Patent Rights” shall mean Patent Rights which (a) as of the Restatement Effective Date are Controlled by Verve or its Affiliates and (b) claim [**] or otherwise claim Verve Lipid Know-How. As of the Restatement Effective Date, Verve Lipid Patent Rights are listed on Schedule 1.210.

1.211 “Verve Lipid Technology” shall mean Verve Lipid Know-How and Verve Lipid Patent Rights. For clarity, the Parties acknowledge that Verve Lipid Technology shall not include any Know-How or Patent Rights licensed to Verve from [**].

1.212 “Verve [**] Technology” shall mean any Patent Right and Know-How Controlled by Verve or its Affiliates as of the Restatement Effective Date that (i) covers or claims [**] and (ii) [**].

1.213 “Verve-[**] Agreement” shall mean the License Agreement by and between [**] and Verve dated as of [**], as such agreement may be amended from time to time in accordance with its terms.

1.214 “Verve Opt-Out Date” shall have the meaning given to such term in Section 5.4.

1.215 “Verve Opt-Out Option” shall have the meaning given to such term in Section 5.4.

1.216 “Verve Product Competitive Infringement” shall have the meaning given to such term in Section 12.3.1.

1.217 “Verve Product Specific Competitive Infringement” shall have the meaning given to such term in Section 12.4.1.

1.218 “Verve Product-Specific Know-How” means any (a) [**] and (b) [**].

1.219 “Verve Product-Specific Patent Right” means any Beam Base Editor Patent Right, Beam C2C1 Patent Right, or Beam Collaboration Patent Right solely as to claims in any patent or patent application that specifically and solely claim any Verve Product-Specific Know-How.

1.220 “Verve Royalty-Bearing Know-How” means all Know-How within the Verve Base Editing Technology (a) in existence as of the Restatement Effective Date; or (b) conceived, developed, generated or reduced to practice during the Term (i) solely by Verve, its respective Affiliates or other persons acting on behalf of Verve or (ii) jointly by, on the one hand, Beam, its Affiliates or persons acting on behalf of Beam and, on the other hand, Verve, its Affiliates or persons acting on behalf of Verve, in each case of clauses (i) and (ii), through modifying a Base Editor Covered by a Beam Base Editor Patent Right.

1.221 “Verve Royalty-Bearing Patent Rights” means Patent Rights which (a) are Controlled by Verve or its Affiliates as of the Restatement Effective Date or during the Term and (b) claim Verve Royalty-Bearing Know-How.

1.222 “Verve Surviving Sublicensee” shall have the meaning given to such term in Section 2.2.4.

1.223 “Verve Surviving Sublicensee” shall have the meaning given to such term in Section 2.2.4.

1.224 “Verve Terminated Product” shall have the meaning given to such term in Section 14.6.1.

1.225 “Verve Third Party Agreement” shall have the meaning given to such term in Section 11.2.12.

1.226 “Verve [**] Know-How” shall mean all Know-How, patentable or otherwise, which (a) is Controlled by Verve or its Affiliates as of the Restatement Effective Date and (b) is necessary or useful for the Development, Commercialization or Manufacture of a [**] Product.

1.227 “Verve [**] Patent Rights” shall mean Patent Rights which (a) as of the Restatement Effective Date are Controlled by Verve or its Affiliates and (b) claim Verve [**] Know-How. Verve [**] Patent Rights include those Patent Rights listed on Schedule 1.227.

1.228 “Verve [**] Technology” shall mean Verve [**] Know-How and Verve [**] Patent Rights.

1.229 “Verve [**] Technology Transfer” shall have the meaning given to such term in Section 2.6.1.

1.230 “Verve-[**] Agreement” shall mean the [**] License Agreement by and between [**] and Verve, dated as of [**], as such agreement may be amended from time to time in accordance with its terms.

1.231 “[**]” shall have the meaning given to such term in Schedule 1.231.

Article 2 LICENSES

2.1 License Grants; Retained Rights.

2.1.1 Licensed Products. Subject to the terms and conditions of this Agreement (including Section 2.4.1), Beam hereby grants, and shall cause its Affiliates to grant, to Verve an exclusive (even as to Beam and its Affiliates, except as set forth in Section 2.1.10) license under the Beam Base Editor Technology, Beam C2C1 Technology, and Beam’s interest in the Joint Collaboration Technology, with a right to grant and authorize the further grant through multiple tiers of sublicenses in accordance with this Agreement (including Section 2.2), solely to

Develop, make, have made, use, offer for sale, sell, have sold, and import Licensed Products in the Field in the Territory.

2.1.2 [**] Products. Subject to the terms and conditions of this Agreement (including Section 2.4.1), Verve hereby grants, and shall cause its Affiliates to grant, to Beam an exclusive (even as to Verve and its Affiliates), royalty-free, fully paid-up (except as to payments due to [**] under the Verve-[**] Agreement in accordance with Section 2.4.5) license under the Verve [**] Technology, the Verve GalNAc Technology and the Verve [**] Technology (to the extent of Verve’s rights to any such Verve [**] Technology that is licensed to Verve pursuant to the Verve-[**] Agreement), with a right to grant and authorize the further grant through multiple tiers of sublicenses in accordance with this Agreement (including Section 2.2), solely to Develop, make, have made, use, offer for sale, sell, have sold, and import [**] Products in the Field in the Territory. Notwithstanding anything to the contrary in this Agreement, the sublicense granted in this Section 2.1.2 under Patent Rights within the Verve [**] Technology licensed to Verve pursuant to the Verve-[**] Agreement shall be non-exclusive.

2.1.3 Verve GalNAc Technology Research License. Subject to the terms and conditions of this Agreement, Verve hereby grants, and shall cause its Affiliates to grant, to Beam a non-exclusive, royalty-free, fully paid-up license (with no right to sublicense) solely to perform research and pre-clinical development activities under the Verve GalNAc Technology.

2.1.4 Verve GalNAc Technology Exploitation License. Subject to the terms and conditions of this Agreement, on a Licensed GalNAc Target-by-Licensed GalNAc Target basis, Verve hereby grants, and shall cause its Affiliates to grant, to Beam a non-exclusive and royalty-bearing license under the Verve GalNAc Technology, with a right to grant and authorize the further grant through multiple tiers of sublicenses in accordance with this Agreement (including Section 2.2), solely to Develop, make, have made, use, offer for sale, sell, have sold, and import Base Editor Products for the applicable Licensed GalNAc Target in the Field in the Territory.

2.1.5 Verve Lipid Technology. Subject to the terms and conditions of this Agreement, Verve hereby grants, and shall cause its Affiliates to grant, to Beam an exclusive (even as to Verve and its Affiliates), royalty-free, fully paid-up license under the Verve Lipid Technology, with a right to grant and authorize the further grant through multiple tiers of sublicenses in accordance with this Agreement (including Section 2.2), solely to Develop, make, have made, use, offer for sale, sell, have sold, and import Base Editor Products in the Field in the Territory, other than Base Editor Products directed towards Licensed Targets, provided, for clarity, that this exception shall cease to apply, on a target-by-target basis, upon termination of the licenses granted to Verve pursuant to Section 2.1.1 in relation to Licensed Products directed to the applicable target.

2.1.6 Collaboration Product Research and Development License. Subject to the terms and conditions of this Agreement, on a Collaboration Product-by-Collaboration Product basis, effective upon Beam’s exercise of the Beam Opt-In Option with respect to the applicable Collaboration Product, Verve hereby grants, and shall cause its Affiliates to grant, to Beam a non-exclusive license under the Know-How (patentable or otherwise) and Patent Rights Controlled by Verve or its Affiliates as of the Restatement Effective Date or during the Term, and Verve’s interest in the Joint Collaboration Technology, with a right to grant and authorize the further grant through multiple tiers of sublicenses in accordance with this Agreement (including Section 2.2), solely to conduct the activities allocated to Beam under a Research Plan or Development Plan for such Collaboration Product (if any).

2.1.7 Collaboration Product Commercialization License. Subject to the terms and conditions of this Agreement, on a Collaboration Product-by-Collaboration Product basis, effective upon Beam’s exercise of the Beam Opt-In Option with respect to a Collaboration Product, Verve hereby grants, and shall cause its Affiliates to grant, to Beam a non-exclusive license under the Know-How (patentable or otherwise) and Patent Rights Controlled by Verve or its Affiliates as of the date of Beam’s exercise of the Beam Opt-In Option or thereafter during the Term, and Verve’s interest in the Joint Collaboration Technology, with a right to grant and authorize the further grant of sublicenses as permitted under this Agreement (including the Commercialization Plan) or the Co-Promotion Agreement, to offer for sale, sell, have sold, and import (including Commercialize and Co-Promote) such Collaboration Product in the Field in the Collaboration Territory.

2.1.8 Verve Base Editing Technology. Subject to the terms and conditions of this Agreement, Verve hereby grants, and shall cause its Affiliates to grant, to Beam a worldwide, exclusive (even as to Verve and its Affiliates), royalty-free, fully paid-up, perpetual, irrevocable, license under the Verve Base Editing Technology, with a right to grant and authorize the further grant through multiple tiers of sublicenses in accordance with this Agreement (including Section 2.2), solely to Develop, make, have made, use, offer for sale, sell, have sold, and import Base Editor Products for all fields and uses, excluding Base Editor Products directed towards Licensed Targets, provided, for clarity, that this exception shall cease to apply, on a target-by-target basis, upon termination of the licenses granted to Verve pursuant to Section 2.1.1 in relation to Licensed Products directed to the applicable target.

2.1.9 GalNAc Grant Back License. Subject to the terms and conditions of this Agreement, Beam hereby grants, and shall cause its Affiliates to grant, to Verve a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual, irrevocable license (with the right to grant and authorize the further grant through multiple tiers of sublicenses in connection with a product Controlled by Verve) to Develop, make, have made, use, offer for sale, sell, have sold, and import products that comprise or include GalNAc (or any modification described below

in this Section 2.1.9) (including Base Editor Products directed towards Licensed Targets, but excluding all other Base Editor Products), under any Patent Rights filed by Beam to the extent of any claims that cover an invention conceived, developed, generated or reduced to practice by Beam in the [**] period following the Restatement Effective Date that constitutes a modification to any confidential GalNAc-LNP compositions, components or formulations, in each case to the extent disclosed to Beam by Verve.

2.1.10 Freedom to Operate License from Beam. Subject to the terms and conditions of this Agreement, on an Existing Licensed Product-by-Existing Licensed Product basis, Beam hereby grants, and shall cause its Affiliates to grant, to Verve a non-exclusive license under any Beam FTO Patent Rights, with a right to grant and authorize the further grant through multiple tiers of sublicenses in accordance with this Agreement (including Section 2.2), solely to Develop, make, have made, use, offer for sale, sell, have sold, and import the applicable Existing Licensed Product in the Field and Territory. “Existing Licensed Product” shall mean each of the Licensed Products directed towards Licensed Targets having the composition described in Schedule 2.1.10. “Beam FTO Patent Rights” shall mean, subject to Section 2.4.3(c), on an Existing Licensed Product-by-Existing Licensed Product basis, any [**].

2.1.11 Freedom to Operate Licenses from Verve.

(a) Subject to the terms and conditions of this Agreement, on an Existing Licensed Product by Existing Licensed Product basis, Verve hereby grants, and shall cause its Affiliates to grant, to Beam a non-exclusive license under any Verve FTO Patent Rights, with a right to grant and authorize the further grant through multiple tiers of sublicenses in accordance with this Agreement (including Section 2.2), solely to Develop, make, have made, use, offer for sale, sell, have sold, and import the Existing [**] Product in the Field and Territory. “Existing [**] Product” shall mean the [**] Product having the composition described in Schedule 2.1.11. “Verve FTO Patent Rights” shall mean any Patent Rights Controlled by Verve or its Affiliates during the Term to the extent the claims therein Cover the composition or use of the Existing [**] Product, or the process or method used to manufacture the Existing [**] Product as of the Restatement Effective Date (but not to the extent Covering any other composition used, formulated or administered with such composition or any other manufacturing process or method), and would, but for the license granted pursuant to this Section 2.1.11, be infringed by the Existing [**] Product.

(b) Subject to the terms and conditions of this Agreement, Verve hereby grants, and shall cause its Affiliates to grant, to Beam, a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, license, with a right to grant and authorize the further grant through multiple tiers of sublicenses in accordance with this Agreement (including Section 2.2),

under any Patent Rights Controlled by Verve that Cover the composition or use of, including any methods of manufacturing, [**] (provided, for clarity, that this exception shall cease to apply, on a target-by-target basis, upon termination of the licenses granted to Verve pursuant to Section 2.1.1 in relation to Licensed Products directed to the applicable target), provided that such Patent Rights are limited to Patent Rights claiming Know-How that was, on a Licensed Target-by-Licensed Target basis, invented solely by Verve or its Affiliates or other persons acting on behalf of Verve solely through the Development, Commercialization or Manufacture of Licensed Products during the period commencing on the Restatement Effective Date and ending on the later of (I) [**] and (II) [**].

2.1.12 Retained Rights. Notwithstanding anything to the contrary in this Agreement, including without limitation the license grant to Verve set forth in Section 2.1.1, Beam and its Affiliates shall retain the right under Beam Base Editor Technology, Beam C2C1 Technology, and Beam’s interest in the Joint Collaboration Technology to exercise their respective rights and perform their respective obligations under this Agreement, including without limitation the Development of Collaboration Products in the Territory as set forth in this Agreement (including any Development Plan) and the Commercialization of Collaboration Products in the Collaboration Territory as set forth in this Agreement (including the Commercialization Plan) or a Co-Promotion Agreement.

2.1.13 Assignment to Beam of [**] Product-Specific Patent Rights. Verve hereby assigns, transfers, conveys and delivers to Beam all of Verve’s right, title and interest in, to and under the [**] Product-Specific Patent Rights. Verve shall, within [**] following the Restatement Effective Date, execute and deliver to Beam an assignment of the [**] Product-Specific Patent Rights in forms registrable or recordable in the United States Patent and Trademark Office or applicable foreign offices to the extent necessary to assign the [**] Product-Specific Patent Rights, all in forms reasonably acceptable to Beam, along with copies of all confirmatory assignments executed by the inventors of the [**] Product-Specific Patent Rights. The foregoing assignment includes the rights to prosecute, maintain and enforce the [**] Product-Specific Patent Rights in any and all countries of the world, provided that Beam shall direct its prosecution of claims within the [**] Product-Specific Patent Rights only to Base Editor Products [**] of [**] and targets the Base Editor in such Base Editor Product to such sequence. Notwithstanding anything to the contrary in this Agreement, the Patent Rights licensed by Beam to Verve under Section 2.1.1 include the [**] Product-Specific Patent Rights.

2.1.14 Assignment to Verve of [**] Patent Rights. Beam hereby assigns, transfers, conveys and delivers to Verve all of Beam’s right, title and interest in, to and under the [**] Patent Rights. Beam shall, within [**] following the Restatement Effective Date, execute and deliver to Verve an assignment of the [**] Patent Rights in forms registrable or recordable in the United States Patent and

Trademark Office or applicable foreign offices to the extent necessary to assign the [**] Patent Rights, all in forms reasonably acceptable to Verve, along with copies of all confirmatory assignments executed by the inventors of the [**] Patent Rights. The foregoing assignment includes the rights to prosecute, maintain and enforce the [**] Patent Rights in any and all countries of the world, provided that Verve shall direct its prosecution of claims within the [**] Patent Rights only to Base Editor Products [**] and targets the Base Editor in such Base Editor Product to such sequence. Notwithstanding anything to the contrary in this Agreement, the Patent Rights licensed by Verve to Beam under Sections 2.1.2, 2.1.6, 2.1.7 and 2.1.8 include the [**] Patent Rights.

2.1.15 [**] Agreement. Subject to the terms of this Section 2.1.15, the Parties agree and acknowledge that the licenses granted by Verve to Beam under this Agreement as of the Restatement Effective Date do not include any Know-How or Patent Rights [**]. On a Collaboration Product-by-Collaboration Product basis, Beam may elect in writing, in conjunction with its exercise of the applicable Beam Opt-In Option, to include in the licenses granted by Verve to Beam under this Agreement, any such Know-How or Patent Rights that is(are) [**], in a reasonable form to be mutually agreed upon by the Parties in writing. This Section 2.1.15 does not limit Verve’s obligations in Section 11.5.2.

2.2 Sublicenses.

2.2.1 In no event shall any sublicense granted pursuant to Section 2.1 diminish, reduce or eliminate any of the obligations of the sublicensing Party under this Agreement. Any sublicense granted pursuant to Section 2.1 shall be subject and subordinate to, and consistent with, the terms and conditions of this Agreement and shall require each such sublicensee to comply with all applicable terms of this Agreement, including the prohibition of further sublicensing by the sublicensee except where such sublicense is in compliance with the provisions of this Agreement.

2.2.2 [**]. The sublicensing Party shall provide the other Party with a fully-executed copy of any agreement (which the sublicensing Party may redact as necessary to protect confidential or commercially sensitive information) reflecting any such sublicense promptly after the execution thereof, excluding sublicenses granted by a Party, solely for purposes of performing services on behalf of such Party, to a Third Party that is principally engaged in the performance of contract research, development or manufacturing services. If a Party grants a sublicense, the terms and conditions of this Agreement and the Third Party Agreements that are applicable to sublicensees shall apply to such sublicensee to the same extent as they apply to such Party. Further, the sublicensing Party assumes full responsibility, and shall remain primarily liable, for causing the performance of all obligations of each Affiliate and sublicensee of such sublicensing Party to which it grants a sublicense, and will itself pay and account to the other Party for all payments due under this Agreement by reason of operation of any such sublicense.

2.2.3 [**].

2.2.4 Any sublicensed rights granted by Verve pursuant to Section 2.2.2 with respect to a Verve Terminated Product shall terminate effective upon the termination of this Agreement with respect to such Verve Terminated Product, provided that, subject to and to the extent permitted under the Third Party Agreements, the terms of such sublicensed rights shall not terminate if, as of the effective date of such termination, the relevant sublicensee for such sublicense is not in material breach of its obligations to Verve under its sublicense agreement, and within [**] of such termination, such sublicensee agrees in writing to be bound directly to Beam under a license agreement substantially similar to this Agreement with respect to the rights sublicensed and granted hereunder, substituting such sublicensee (a “Verve Surviving Sublicensee”) for Verve, and provided further that (a) the scope of the rights granted to the Verve Surviving Sublicensee under such license agreement (with respect to such Verve Terminated Product) shall be equal to (or, upon mutual agreement of the Parties, less than) the scope of the rights that had been sublicensed and granted by Verve to the Verve Surviving Sublicensee pursuant to such sublicense agreement; (b) such license agreement shall obligate the Verve Surviving Sublicensee to pay directly to Beam amounts corresponding to those set forth in Article 9 which are payable based on the activities of such Verve Surviving Sublicensee, its Affiliates and its sublicensees from and after the effective date of such termination; (c) Beam will not be required to undertake obligations in addition to those required by this Agreement; (d) Beam’s rights under such direct license will be consistent with its rights under this Agreement, taking into account the scope of the license granted under such direct license; and (e) such license agreement shall not modify the rights and obligations of the Parties following any termination of this Agreement in whole or in part.

2.2.5 Any sublicensed rights granted by Beam pursuant to Section 2.2.2 with respect to a Beam Terminated Product shall terminate effective upon the termination of this Agreement with respect to such Beam Terminated Product, provided that, subject to and to the extent permitted under the Third Party Agreements, the terms of such sublicensed rights shall not terminate if, as of the effective date of such termination, the relevant sublicensee for such sublicense is not in material breach of its obligations to Beam under its sublicense agreement, and within [**] of such termination, such sublicensee agrees in writing to be bound directly to Verve under a license agreement substantially similar to this Agreement with respect to the rights sublicensed and granted hereunder, substituting such sublicensee (a “Beam Surviving Sublicensee”) for Beam, and provided further that (a) the scope of the rights granted to the Beam Surviving Sublicensee under such license agreement (with respect to such Beam Terminated Product) shall be equal to (or, upon mutual agreement of the Parties, less than) the scope of the rights that had been sublicensed and granted by Beam to the Surviving Sublicensee pursuant to such sublicense agreement; (b) such license agreement shall obligate the Beam Surviving Sublicensee to pay directly to Verve amounts corresponding to those set forth in Article 9 which are payable based on the activities of such Beam Surviving Sublicensee, its Affiliates and its sublicensees from and after the

effective date of such termination; (c) Verve will not be required to undertake obligations in addition to those required by this Agreement; (d) Verve’s rights under such direct license will be consistent with its rights under this Agreement, taking into account the scope of the license granted under such direct license; and (e) such license agreement shall not modify the rights and obligations of the Parties following any termination of this Agreement in whole or in part.

2.2.6 The Parties acknowledge and agree that:

(a) [**] is an intended third party beneficiary of the rights granted to Verve by Beam pursuant to Section 2.1.1 under the Beam Base Editor Technology and Beam C2C1 Technology licensed to Beam by [**] under the Beam-[**] Agreement, solely for the purpose of enforcing all patent challenge, intellectual property ownership, indemnification and insurance and compliance with law provisions applicable to such Beam Base Editor Technology and Beam C2C1 Technology licensed to Verve under this Agreement and, with respect to such insurance and indemnification provisions, each applicable Product, and enforcing the right to terminate this Agreement for breach of such patent challenge, indemnification (solely with respect to Verve’s obligation to indemnify [**] as set forth in Schedule 2.4.1(a)) and insurance provisions;

(b) Each other Institution is an intended third party beneficiary of the rights granted to Verve by Beam pursuant to Section 2.1.1 under the Beam Base Editor Technology and Beam C2C1 Technology licensed to Beam by such other Institution under the applicable Third Party Agreement for the purpose of enforcing such Institution’s rights, including indemnification and insurance provisions that relate to such Beam Base Editor Technology and Beam C2C1 Technology licensed to Verve under this Agreement, and each Product relating to such grant of rights;

(c) The rights of [**] or any other Institution may be enforced by any Institution in any court of competent jurisdiction and, without limiting the generality of the foregoing, Verve consents to jurisdiction in Massachusetts courts with respect to any such Institution’s enforcement of its rights under this Agreement; and

(d) Notwithstanding the governing law selected under this Agreement, Verve agrees that, in the event of any difference in interpretation or result as between the laws of the jurisdiction of this Agreement and the laws of Massachusetts, the laws of Massachusetts shall control in any action in which [**] or any other Institution is enforcing its rights under this Agreement.

2.3 Other IP.

2.3.1 Subject to the terms and conditions of this Agreement, Beam hereby grants to Verve the non-exclusive right, free of charge, to use the Beam name and logo solely for the purpose of Co-Promoting the Collaboration Products in accordance with the terms of this Agreement and the Co-Promotion Agreement, and Verve hereby grants to Beam the non-exclusive right, free of charge, to use the Verve name and logo in the Collaboration Territory solely for the purpose of Co-Promoting the Collaboration Products in accordance with the terms of this Agreement and the Co-Promotion Agreement, provided that such rights shall be exercised, and all Collaboration Products bearing such names or logos shall be manufactured, in accordance with the quality standards established by the JSC. Beam or its Affiliate shall remain the owner of the Beam name and logo and the trademarks and the goodwill pertaining thereto. Verve or its Affiliate shall remain the owner of the Verve name and logo and the trademarks and the goodwill pertaining thereto. Notwithstanding any provision of this Agreement or any Co-Promotion Agreement to the contrary, the quality standards established by the JSC may not conflict with or otherwise contravene any quality standards or restrictions on use set forth in the Co-Promotion Agreement.

2.3.2 Subject to the terms and conditions of this Agreement, Verve hereby grants to Beam an exclusive (except as to Verve and its Affiliates) license, free of charge, to use the Collaboration Marks solely in connection with Co-Promoting the Collaboration Products in the Collaboration Territory in accordance with the terms of this Agreement and the Co-Promotion Agreement.

2.3.3 Subject to the terms and conditions of this Agreement, each Party hereby grants to the other Party an exclusive (except as to such Party and its Affiliates) license, free of charge, to use the copyrighted material created for use in connection with the marketing of the Collaboration Products in the Collaboration Territory solely for use in connection with Co-Promoting the Collaboration Products in the Collaboration Territory in accordance with the terms of this Agreement and the Co-Promotion Agreement.

2.4 Third Party Agreements.

2.4.1 Notwithstanding anything to the contrary in this Agreement, each Party acknowledges and agrees that the rights, licenses, and sublicenses granted by the other Party to such Party in this Agreement (including any right to sublicense) are subject to the terms of the Third Party Agreements set forth on Schedule 1.188(a) (with respect to rights granted by Beam) and Schedule 1.188(b) (with respect to rights granted by Verve) and the rights granted to Third Parties thereunder, the scope of the licenses granted to such other Party thereunder and the rights retained by such Third Parties and any other Third Parties (including Governmental Authorities) set forth therein, including, with respect to Beam Third Party Agreements, (a) Sections [**] of the Beam-[**] Agreement, (b) Sections [**] of the Beam-[**] Agreement, (c) Sections [**] of the Beam-[**] Agreement and (d) Sections [**] of the Beam-[**] Agreement; and with respect to Verve Third Party Agreements, (x) Sections [**] of the Verve-[**] Agreement and (z) in relation to

Collaboration Products only, Sections [**] of the Verve-[**] License Agreement. Without limiting the above in any way, at the granting Party’s request, the receiving Party shall use Commercially Reasonable Efforts to, and cause its Affiliates and all sublicensees to use Commercially Reasonable Efforts to, take such reasonable actions, as may be required to assist the granting Party in complying with its obligations under Third Party Agreements, solely to the extent applicable to such receiving Party’s rights or obligations under this Agreement. Without limiting any of the foregoing, (a) Verve agrees to be bound by the terms and conditions of the provisions set forth in Schedule 2.4.1(a), as applicable, with respect to sublicenses granted by Beam to Verve under Section 2.1 under Third Party Agreements, and (b) Beam agrees to be bound by the terms and conditions of the provisions set forth in Schedule 2.4.1(b), as applicable, with respect to sublicenses granted by Verve to Beam under Section 2.1 under Third Party Agreements.

2.4.2 Verve acknowledges and agrees that, if any of the licenses granted to Beam under the Beam Third Party Agreements are terminated, in whole or in part, then, to the extent that any Patent Rights or Know-How licensed under such terminated license is part of Beam Base Editor Technology hereunder, then Verve’s license under such terminated licenses(s) shall automatically terminate, subject to any right of Verve to receive a direct license from the relevant Third Party, including from [**] under Section [**] of the Beam-[**] Agreement, Section [**] of the Beam-[**] Agreement, Section [**] of the Beam-[**] Agreement, and Section [**] of the Beam-[**] Agreement. Beam acknowledges and agrees that, if any of the licenses granted to Verve under the Verve Third Party Agreements are terminated, in whole or in part, then, to the extent that any Patent Rights or Know-How licensed under such terminated license is part of Verve Lipid Technology, Verve [**] Technology, Verve GalNAc Technology or Verve [**] Technology hereunder, then Beam’s license under such terminated licenses(s) shall automatically terminate, subject to any right of Beam to receive a direct license from the relevant Third Party.

2.4.3 Intellectual property licensed or acquired after the Restatement Effective Date.

(a) Notwithstanding anything to the contrary in this Agreement, in the event that Beam enters into an agreement or arrangement following the Restatement Effective Date under which Beam or its Affiliate acquires Control (whether by license or acquisition) of any Patent Rights that would, [**] described below in this Section 2.4.3(a), be Beam Base Editor Patent Rights, such Patent Rights [**] Beam Base Editor Patent Rights [**] Verve makes [**]. To the extent permitted under any confidentiality obligations related to such arrangement or agreement, (i) [**]. Beam will use commercially reasonable efforts to secure the right to disclose to Verve the information described in the foregoing clauses (A) through (C). Beam shall be required to provide the notice described in clause (i) of this Section 2.4.3(a) within [**] of the effective date of the applicable

agreement or arrangement. If Verve does not provide the notice described in clause (iii) of this Section 2.4.3(a) or indicates in such written notice that it does not wish to obtain a sublicense under the relevant Patent Rights, such Patent Rights are hereby deemed not to be Beam Base Editor Patent Rights hereunder.

(b) Notwithstanding anything to the contrary in this Agreement, in the event that Beam enters into an agreement or arrangement following the Restatement Effective Date under which Beam or its Affiliate acquires Control (whether by license or acquisition) of any Patent Rights that would, [**] described below in this Section 2.4.3(b), be Beam C2C1 Patent Rights, such Patent Rights [**] Beam C2C1 Patent Rights [**] Verve makes [**]. To the extent permitted under any confidentiality obligations related to such arrangement or agreement, (i) [**]. Beam will use commercially reasonable efforts to secure the right to disclose to Verve the information described in the foregoing clauses (A) through (C). Beam shall be required to provide the notice described in clause (i) of this Section 2.4.3(b) within [**] of the effective date of the applicable agreement or arrangement. If Verve does not provide the notice described in clause (iii) of this Section 2.4.3(b) or indicates in such written notice that it does not wish to obtain a sublicense under the relevant Patent Rights, such Patent Rights are hereby deemed not to be Beam C2C1 Patent Rights hereunder.

(c) Notwithstanding anything to the contrary in this Agreement, in the event that Beam enters into an agreement or arrangement following the Restatement Effective Date under which Beam or its Affiliate acquires Control (whether by license or acquisition) of any Patent Rights that would, [**] described below in this Section 2.4.3(c), be Beam FTO Patent Rights, such Patent Rights [**] Beam FTO Patent Rights [**] Verve makes [**]. To the extent permitted under any confidentiality obligations related to such arrangement or agreement, (i) [**]. Beam will use commercially reasonable efforts to secure the right to disclose to Verve the information described in the foregoing clauses (A) through (C). Beam shall be required to provide the notice described in clause (i) of this Section 2.4.3(c) within [**] of the effective date of the applicable agreement or arrangement. If Verve does not provide the notice described in clause (iii) of this Section 2.4.3(c) or indicates in such written notice that it does not wish to obtain a sublicense under the relevant Patent Rights, such Patent Rights are hereby deemed not to be Beam FTO Patent Rights hereunder.

(d) Notwithstanding anything to the contrary in this Agreement, in the event that Verve enters into an agreement or arrangement following the Restatement Effective Date under which Verve or its Affiliate acquires Control (whether by license or acquisition) of any Patent Rights that would, [**] described below in this Section 2.4.3(d), be Verve FTO

Patent Rights or Patent Rights within the Verve Base Editing Technology, as the case may be, such Patent Rights [**] Verve FTO Patent Rights or Patent Rights within the Verve Base Editing Technology, as the case may be, [**] Beam makes [**]. To the extent permitted under any confidentiality obligations related to such arrangement or agreement, (i) [**]. Verve will use commercially reasonable efforts to secure the right to disclose to Beam the information described in the foregoing clauses (A) through (C). Verve shall be required to provide the notice described in clause (i) of this Section 2.4.3(d) within [**] of the effective date of the applicable agreement or arrangement. If Beam does not provide the notice described in clause (iii) of this Section 2.4.3(d) or indicates in such written notice that it does not wish to obtain a sublicense under the relevant Patent Rights, such Patent Rights are hereby deemed not to be Verve FTO Patent Rights or Patent Rights within the Verve Base Editing Technology, as the case may be, hereunder.

2.4.4 Verve shall be responsible for [**]. Any undisputed payment owed by Verve under this Section 2.4.4 shall be made by Verve to Beam within [**] after receipt of invoice from Beam.

2.4.5 Beam shall be responsible for [**]. Any undisputed payment owed by Beam under this Section 2.4.5 shall be made by Beam to Verve within [**] after receipt of invoice from Verve.

2.5 GalNAc License Option.

2.5.1 Verve hereby grants to Beam a non-exclusive right to obtain a license referred to in Section 2.1.4 (each, a “GalNAc Opt-In Right”), which right Beam may exercise (in Beam’s sole discretion) by providing Verve with written notice of such exercise (each, a “GalNAc Opt-In Exercise Notice”) identifying one or more genes or biological targets other than Licensed Targets (each, a “GalNAc Target”) for which it exercises its GalNAc Opt-In Right, provided that Beam may only exercise its GalNAc Opt-In Right with respect to a GalNAc Target that is Available (as determined in accordance with Section 2.5.2 or as otherwise agreed by the Parties in writing) and that is, as of delivery of the applicable Target Nomination Notice (as defined below), [**]. Upon and subject to Beam’s exercise of a GalNAc Opt-In Right by Beam for an Available GalNAc Target (such GalNAc Target, a “Licensed GalNAc Target”) including payment of the Target Nomination Fee, the license referred to in Section 2.1.4 shall automatically become effective, without the need of any amendment to this Agreement or further action by the Parties, and such Licensed GalNAc Target shall be added to Schedule 2.5.1, provided that the total number of Licensed GalNAc Targets may not exceed [**] at any given time; provided further that, on a Licensed GalNAc Target-by-Licensed GalNAc Target basis, [**], the applicable Licensed GalNAc Target shall no longer count towards the cap of [**] for the purpose of this sentence.

2.5.2 Within [**] of the Restatement Effective Date, Verve shall appoint an independent, nationally-recognized law firm, reasonably acceptable to Beam, to act as a gatekeeper (the “Gatekeeper”) solely for the purposes of verifying whether or not a proposed GalNAc Target is Available, as further described in this Section 2.5, and [**] shall bear all fees and costs the Gatekeeper incurred by the Parties in connection with the activities performed by the Gatekeeper in connection with this Agreement (within [**] following receipt of an invoice therefor). The Parties shall agree upon and enter into a customary three-way agreement with the Gatekeeper consistent with the terms of this Section 2.5. In accordance with such agreement, Verve will provide the Gatekeeper with an initial list of genes or biological targets that are not Available at the time of the entry into of such three-way agreement and will update the list of genes or biological targets that are not Available on a [**] basis or more frequently at its option. If Beam wants to exercise its GalNAc Opt-in Right for a given GalNAc Target, Beam shall notify the Gatekeeper in writing of the identity of such GalNAc Target at any time that is more than [**] after the Restatement Effective Date, or in relation to [**] only, at any time that is more than [**] after the Restatement Effective Date (a “Target Nomination Notice”). Following receipt of such notice, the Gatekeeper will request Verve to update the list most recently provided by Verve, determine whether the proposed GalNAc Target is Available using such updated list and inform Beam (and only Beam) of whether such GalNAc Target on the Target Nomination Notice is Available. If the Gatekeeper determines that a proposed GalNAc Target is not Available, at Beam’s request, Verve shall provide the Gatekeeper with reasonable contemporaneous evidence that such proposed GalNAc Target is not Available, provided that Verve shall not be obligated to provide any confidential information of a Third Party. If the Gatekeeper determines that a proposed GalNAc Target is Available, the Gatekeeper shall notify Beam, and Beam may at its discretion (i) send a notice to Verve disclosing the identity of the Available GalNAc Target, in which case Verve shall not, for a period of [**] from the receipt of this notice, do anything or permit anything to be done that would render such GalNAc Target not Available and (ii) provide Verve with the GalNAc Opt-In Exercise Notice for such Available GalNAc Target pursuant to Section 2.5.1 and pay the Target Nomination Fee for such GalNAc Target concurrently with delivery of such GalNAc Opt-In Exercise Notice, provided that if Beam does not provide a GalNAc Opt-In Exercise Notice for an Available GalNAc Target within [**] after receipt of notice from the Gatekeeper of such GalNAc Target’s Available status, then Beam must again comply with the procedures set forth in this Section 2.5.2 prior to exercising the GalNAc Opt-In Right with respect to such GalNAc Target. For clarity, each Target Nomination Notice shall be the Confidential Information of Beam, and the content of each list provided by Verve to the Gatekeeper pursuant to this Section 2.5.2 shall be the Confidential Information of Verve.

2.6 Exchange of Information; Technology Transfer.

2.6.1 Within [**] of the Restatement Effective Date (or such later date as set forth in Schedule 2.6.1), Verve shall complete the transfer to Beam of the Verve GalNAc

Know-How, Verve [**] Know-How, and Verve Lipid Know-How specifically used in the [**] Products Controlled by Verve prior to the Restatement Effective Date described in Schedule 2.6.1 (the “Verve [**] Technology Transfer”). For a period no longer than [**] after the Restatement Effective Date, Verve shall make its personnel reasonably available to support such transfer. Verve shall answer questions (in a timely manner within such [**] period) from Beam relating to such transferred Know-How and provide Beam with reasonable support related to the Verve [**] Technology Transfer for up to [**] per week. Verve shall appoint a single individual as its technology transfer lead who shall act as Verve’s lead for the timely and complete performance of all activities set forth in this Section 2.6.1.

2.6.2 [**] within [**] of the Restatement Effective Date, and fails to cure such breach within [**] following written notice of such breach provided by Beam within [**] of the Restatement Effective Date, Beam shall have the right, at its sole discretion, to terminate [**] as a Licensed Target, provided that such termination right shall expire if Beam does not provide Verve with written notice of such termination within [**] after expiration of such cure period. In addition, if Beam exercises such termination right, then: (a) Verve shall, within [**] following the date of such termination, assign, transfer, convey and deliver to Beam, all of Verve’s right, title and interest in, to and under the [**] Patent Rights, and promptly execute an assignment of the [**] Patent Rights in forms registrable or recordable in the United States Patent and Trademark Office or applicable foreign offices to the extent necessary to assign the [**] Patent Rights, all in forms reasonably acceptable to Beam; (b) the license granted to Beam under Section 2.1.2 shall terminate effective as of the date of such termination; and (c) Beam shall, within [**] following the date of such termination, assign, transfer, convey and deliver to Verve, all of Beam’s right, title and interest in, to and under the [**] Product-Specific Patent Rights, and promptly execute an assignment of the [**] Product-Specific Patent Rights in forms registrable or recordable in the United States Patent and Trademark Office or applicable foreign offices to the extent necessary to assign the [**] Product-Specific Patent Rights, all in forms reasonably acceptable to Verve. Upon such termination and until completion of the applicable assignment of Patent Rights referred to in this Section 2.6.2, the assigning Party hereby grants, and shall cause its Affiliates to grant, to the other Party a fully paid up, royalty free, irrevocable, perpetual exclusive (even as to such Party and its Affiliates) license under such Patent Rights, with a right to grant and authorize the further grant through multiple tiers of sublicenses for any and all purposes.

2.6.3 If, during the Term, (a) Verve desires that [**] Controlled by Beam or its Affiliates be added to the scope of the [**] or (b) Beam desires that [**] Controlled by Verve or its Affiliates be added to the scope of the [**], the Parties shall discuss such addition, provided that any such [**] shall only be added to the scope of the applicable definition upon the mutual written agreement of the Parties, in each case at each Party’s sole discretion.

2.6.4 Notwithstanding anything to the contrary in this Agreement, neither Party has any obligation to disclose or transfer to the other Party any Know-How owned or otherwise Controlled by the Party except as expressly and specifically required by this Agreement or upon the mutual written agreement of the Parties, in each case at each Party’s sole discretion.

2.6.5 Notwithstanding anything to the contrary in this Agreement, except as otherwise provided for in this Section 2.6.5, Verve shall not disclose to Beam any Know-How owned or otherwise controlled by [**] or confidential information of [**]. In the event that this Agreement requires Verve to provide Beam with any Know-How owned or otherwise controlled by [**] or any confidential information of [**], prior to any disclosure thereof to Beam, Verve shall notify Beam and Beam shall decide, in its discretion, whether or not to accept the disclosure of such Know-How or confidential information. If Beam does not accept such disclosure, Verve and Beam shall cooperate in providing Beam with only a high-level nonconfidential summary of the applicable Know-How and the provision of such a summary shall constitute fulfilment by Verve of its obligation to provide Beam with the applicable Know-How.

2.7 Transfer of Materials.

2.7.1 Transfer. A Party may agree under this Agreement (including the applicable Research Plan or Development Plan) to provide to the other Party, certain Know-How that are tangible compounds or biological materials (the “Party Materials”). Except as expressly set forth in this Agreement, the Party Materials are provided by the providing Party on an “as-is” basis without any representation or warranty of any type, express or implied, including any representation or warranty of merchantability, non-infringement, title or fitness for a particular purpose, each of which is hereby expressly disclaimed by the providing Party. A Party receiving Party Materials will not administer any such Party Materials to any human and will comply with all Applicable Laws applicable to the handling and use of such Party Materials.

2.7.2 Permitted Use of Party Materials. The Party receiving Party Materials from the other Party will use such Party Materials solely as contemplated in a Research Plan, Development Plan, or otherwise within the scope of the licenses granted to such receiving Party under this Agreement (including the rights to sublicense or transfer) (collectively, “Permitted Uses”). Without limiting the generality of the foregoing, except for Permitted Uses, the receiving Party of any Party Materials will not (a) make or attempt to make any analogues, progeny or derivatives of, or modifications to, such Party Materials or attempt to reverse engineer, or try to ascertain the identity, chemical structure, sequence, mechanism of action or composition of such Party Materials, or (b) use such Party Materials for such receiving Party’s own benefit or for the benefit of any of its Affiliates or any Third Party. As to biological materials previously transferred to the other Party prior to the Restatement Effective Date, each receiving Party acknowledges that (a) the Party has not administered and will not administer any such Party

Materials to any human and has and will comply with all Applicable Laws applicable to the handling and use of such Party Materials, (b) the Party has not reversed engineered and will not reverse engineer any such Party Materials, (c) the Party has maintained any such materials as confidential, and (d) to the extent that the Party (or its Affiliates or persons acting on the Party’s behalf) conceived, developed, generated or reduced to practice biological materials or compounds having similar or common structures or elements to the biological materials transferred to the Party, such activities were Permitted Activities and not precluded by the terms of the Original Agreement or any prior material transfer agreement. With respect to previously transferred biological materials, the transferring Party may at any time request the return of any remaining Party Materials.

2.7.3 Unauthorized Use of Party Materials. If any Party receives Party Material from the other Party after the Restatement Effective Date and uses such Party Material in any manner other than Permitted Uses, then any and all results of such unauthorized use, whether patentable or not, will belong solely and exclusively to the providing Party. Without limiting any other remedy that the providing Party of Party Materials may have under this Agreement or Applicable Law, the receiving Party of such Party Materials, on behalf of itself and its Affiliates, hereby assigns and agrees to assign to the providing Party all of the receiving Party’s and its Affiliates’ right, title and interest in and to all such discoveries and inventions arising from any such unauthorized uses of such Party Materials.

2.7.4 Title to Party Materials; Return. All right, title and interest in and to the Party Materials provided by a Party after the Restatement Effective Date under this Agreement will remain the sole and exclusive property of such providing Party notwithstanding the transfer to and use by the other Party of the same. At the end of the activities under this Agreement that relate to any Party Materials (including any termination of this Agreement in whole or in part), any Party who has received relevant Party Materials will either destroy or return to the providing Party, at such providing Party’s sole discretion, all of such Party Materials that are unused.

2.7.5 Material Transfer Agreement. This Agreement supersedes and replaces that certain Material Transfer Agreement by and between the Parties dated as of [**], as amended (the “Material Transfer Agreement”). All Materials (as such term is defined in the Material Transfer Agreement) delivered to a Party by the other Party under the Material Transfer Agreement shall be deemed Party Materials of the respective providing Party hereunder and shall be so subject to the terms of this Agreement.

2.8 No Implied Licenses.

2.8.1 Except as expressly set forth in this Agreement, neither Party shall, by virtue of this Agreement, acquire any license or other intellectual property interest, by implication or otherwise, in (a) any information disclosed to it under this

Agreement, (b) any patents or patent applications Controlled or owned by the other Party or its Affiliates, (c) any trademarks (whether registered or protected by common law), trademark applications, or any goodwill associated with the foregoing Controlled or owned by the other Party or its Affiliates, or (d) any other intellectual property rights, however denominated, throughout the world, Controlled or owned by the other Party or its Affiliates.

2.9 Exclusivity.

2.9.1 During Term and for so long as [**] remains a Licensed Target, Verve and its Affiliates will not directly or indirectly (a) Develop, Manufacture, or Commercialize any gene editing product (other than an [**] Base Editor Product pursuant to this Agreement) that directly and selectively inhibits, activates or alters [**], or (b) license, authorize, appoint, or otherwise enable, whether directly or indirectly, any Third Party to conduct any of the foregoing activities, provided that Verve shall have the right to perform discovery and exploratory research (which for clarity excludes IND specific enabling toxicology activities) on therapeutic products that inhibit, activate or alter [**] that are not Base Editor Products.

2.9.2 Until the date that is [**] from the Restatement Effective Date, Verve and its Affiliates will not directly or indirectly (a) Develop or Commercialize any product (including any Base Editor Product or Nuclease Product) that directly and selectively inhibits, activates or alters [**], using any [**], or (b) license, authorize, appoint, or otherwise enable, whether directly or indirectly, any Third Party to conduct any of the foregoing activities.

2.9.3 Until the earlier of the expiration of the Term and termination of the licenses granted to Beam pursuant to Section 2.1.2 with respect to Verve [**] Technology, Verve and its Affiliates will not (except in the conduct of activities pursuant to this Agreement), directly or indirectly (a) Develop or Commercialize any product that directly and selectively inhibits, activates or alters [**], except that the foregoing restriction will terminate with respect to products that are not Base Editor Products [**] following the Restatement Effective Date or (b) license, authorize, appoint, or otherwise enable, whether directly or indirectly, any Third Party to conduct any of the foregoing activities.

2.9.4 On a product by product basis, if after the Restatement Effective Date and during the period of exclusivity set forth in Section 2.9.1, 2.9.2 and 2.9.3, Verve is acquired by a Third Party as a result of a Change of Control and such Future Acquirer is engaged in a Competitive Program or in the development or commercialization of a Competitive Product, immediately prior to or at any time after such Change of Control transaction, the Development or Commercialization of such Competitive Program or Competitive Product will not constitute a violation of Sections 2.9.1, 2.9.2, or 2.9.3 provided that during the period of exclusivity specified in Sections 2.9.1, 2.9.2, or 2.9.3: (i) [**]. For purposes of this Section 2.9.4, “Competitive Program” shall mean any research or

development program for which a budget has been established or to which research or development personnel have been assigned, with the goal of discovering or developing any product that directly and selectively alters (i) [**], (ii) [**] using any [**] or (iii) [**] (such product ((i), (ii) or (iii)), a “Competitive Product”).

Article 3 MANAGEMENT; EXCHANGE OF INFORMATION

3.1 Collaboration Overview. The Parties desire and intend to collaborate with respect to the Development and Commercialization of Products in the Field in the Territory, as and to the extent set forth in this Agreement.

3.2 Limits on Committee Authority. Each Party shall retain the rights, powers and discretion granted to it under this Agreement and no such rights, powers, or discretion shall be delegated to or vested in the JSC or any Subcommittee unless such delegation or vesting of rights is expressly provided for in this Agreement or the Parties expressly so agree in writing. Notwithstanding anything to the contrary in this Agreement, in no circumstances shall the JSC or any Subcommittee have any power to amend, modify or waive compliance with this Agreement.

3.3 Joint Steering Committee. As of the Restatement Effective Date, the Parties have established a joint steering committee (the “JSC”) to facilitate communications between the Parties and oversee, review and manage the Development and Commercialization of Opt-In Products and Collaboration Products as set forth herein.

3.3.1 Composition of the JSC. The JSC shall be comprised of [**] of Verve and [**] of Beam. Each Party may change one or more of its representatives to the JSC from time to time in its sole discretion, effective upon notice to the other Party of such change. These representatives shall have appropriate technical credentials, experience and knowledge, and ongoing familiarity with the Products and shall be duly authorized under their respective company’s internal governance procedures to make the decisions or carry out the activities given to them under this Agreement.

3.3.2 Specific Responsibilities. In addition to its overall responsibility for monitoring and providing a forum to discuss and coordinate the Parties’ activities under this Agreement, the JSC shall, subject to the terms of this Agreement, in particular:

(a) oversee the collaborative activities of the Parties under this Agreement;

(b) oversee the activities of Verve and Beam with respect to each Development Plan for Opt-In Products and Collaboration Products (including the Development Budget in any Development Plan for a Collaboration Product) and the Commercialization of Collaboration Product(s);

(c) review and decide whether to approve any proposed Development Plan for Opt-In Products and Collaboration Products (including the

Development Budget in any Development Plan for a Collaboration Product) and any proposed amendments thereto;

(d) oversee technology transfer activities to be carried out pursuant to Section 2.6;

(e) oversee the activities of the Research Working Group;

(f) review and decide whether to approve each proposed Commercialization Plan (including the Commercialization Budget in any Commercialization Plan) and any proposed amendments thereto;

(g) with respect to Collaboration Products, approve pricing of such Products and supply thereof within the Collaboration Territory;

(h) review CMC development and other Manufacturing activities for Opt-In Products (for which information shall be provided by Verve to the JSC in high-level, summary form only) and Collaboration Products for clinical and commercial use, subject to Section 2.6.5;

(i) approve clinical supply plans for Opt-In Products and Collaboration Products and commercial supply plans for Collaboration Products;

(j) review and decide whether to approve the designation of any costs or expenses as Post-Approval Shared Development Costs or Post-Approval Shared Regulatory Costs;

(k) receive and discuss reports from Subcommittees and provide guidance thereto;

(l) attempt to resolve issues presented to it by, and disputes within, any Subcommittee;

(m) approve strategies for obtaining, maintaining, defending and enforcing trademark protection for Collaboration Products within the Collaboration Territory in accordance with the terms and conditions of Section 12.10.1(a);

(n) approve all trademarks selected to be used to identify Collaboration Products and all trademarks, logos, taglines, trade dress, packaging configuration, domain names or indicia of origin for use in connection with the sale or marketing of Collaboration Products, in each case in the Collaboration Territory in accordance with the terms and conditions of Section 12.10.1(a);

(o) review and decide whether to approve any other recommendations and submissions from the JDC and JCC;

(p) establish such additional Subcommittees as it deems necessary to achieve the objectives and intent of this Agreement; and

(q) have any other responsibility expressly designated for the JSC under this Agreement.

3.3.3 Decision-Making. Decisions of the JSC shall be made [**] by the representatives. In the event that the JSC cannot or does not, after good faith efforts, reach agreement on any issue, such issue shall be referred to the Alliance Managers. The Alliance Managers shall work with the JSC and use good faith commercially reasonable efforts to reach mutually acceptable resolutions on all such disputed matters. If the Alliance Managers are unable to assist the JSC in resolving such dispute within [**] after the dispute is first referred to the Alliance Managers, either Party may elect to submit such issue to the Parties’ executive officers as follows: (i) for a Development-related issue, the issue shall be referred for resolution to the Development Senior Officers, or (ii) for a Commercialization-related issue, the issue shall be referred for resolution to the Commercialization Senior Officers. These executives are referred to collectively as the “Senior Officers”. [**] and [**] have been designated by each Party by written notice to the other Party as of the Restatement Effective Date, and each Senior Officer of a Party may be changed by advance written notice by such Party to the other Party. In the event that the Senior Officers cannot resolve the issue, [**], with the following exceptions, all of which shall require agreement of the representatives of both Parties or the JSC or the agreement of both Senior Officers:

(a) For Opt-In Products:

[**].

(b) For Collaboration Products:

[**].

3.4 Research Working Group.

3.4.1 Composition of the Research Working Group. Within [**] after the Restatement Effective Date (or later if mutually agreed by the Parties), the Parties shall establish a research working group (the “Research Working Group”). Unless otherwise expressly agreed by the Parties in writing, the Research Working Group shall serve solely in an advisory capacity and have no independent decision-making authority. Each Party shall initially appoint [**] to the Research Working Group, with each representative having knowledge and expertise in the research of Base Editor products and being duly authorized under their respective company’s internal governance procedures to carry out the activities given to them under this Agreement.

3.4.2 Specific Responsibilities of the Research Working Group. The Research Working Group shall, subject to the terms of this Agreement, in particular:

(a) review and discuss each Research Plan, the progress of such Research Plan and any proposed amendments to such Research Plan;

(b) perform such other functions as may be appropriate to further the purposes of this Agreement, as directed by the JSC or as set forth under this Agreement.

3.5 Joint Development Committee.

3.5.1 Composition of the Joint Development Committee. Prior to the earlier of [**] following a decision by the JSC that a joint development committee would be appropriate given the stage of Development of one or more Licensed Products and (b) [**] after Verve submits an initial development plan in accordance with Section 4.3.1 for the first Licensed Product, the Parties shall establish a committee to oversee Development of Products and to coordinate the Development and regulatory activities of the Parties with respect to such Products (the “JDC”). Unless otherwise expressly provided in this Agreement or agreed by the Parties in writing, the JDC shall serve solely in an advisory capacity and have no independent decision-making authority. Each Party shall initially appoint [**] to the JDC, with each representative having knowledge and expertise in the development of products or in obtaining and maintaining Marketing Authorizations of products, having sufficient seniority within the applicable Party to make decisions arising within the scope of the JDC’s responsibilities and being duly authorized under their respective company’s internal governance procedures to make the decisions or carry out the activities given to them under this Agreement. The Parties may agree to increase the number of representatives from each Party on the JDC; provided, however, that the JDC shall at all times be comprised of an equal number of representatives from each Party.

3.5.2 Specific Responsibilities of the JDC. In addition to its general responsibilities, the JDC shall, subject to the terms of this Agreement, in particular:

(a) discuss, prepare and approve for submission to the JSC any Development Plan, and any amendments to a Development Plan (including, for Collaboration Products, the Development Budget under a Subsequent Development Plan);

(b) with respect to Collaboration Products, if any, review and update [**] financial forecasts for Development, including regulatory activities, to ensure actual and anticipated expenditure is within the approved Development Budget for the relevant Calendar Year, and make recommendations to the JSC for approval regarding any variances before such additional expenditure is incurred;

(c) create, approve for submission to the JSC, and implement the overall strategy for Development and the design and objectives of all Clinical Trials and non-clinical studies conducted under each Development Plan;

(d) advise the JSC on whether and when to Initiate or discontinue, and the conduct of, any Clinical Trial and any non-clinical study under each Development Plan;

(e) facilitate the flow of information between the Parties with respect to Development and Marketing Authorizations of the Collaboration Products in the Territory;

(f) discuss and approve for submission to the JSC the overall regulatory and filing strategy for obtaining Marketing Authorization for Collaboration Products in the Territory and for maintaining such Marketing Authorization including post-approval commitments and life cycle management;

(g) advise the JSC on the submission of the NDAs for the Collaboration Products;

(h) review, coordinate and approve for submission to the JSC the scientific presentation and publication strategy relating to the Collaboration Products in the Territory; and

(i) perform such other functions as may be appropriate to further the purposes of this Agreement, as directed by the JSC or as specified in this Agreement.

3.5.3 Decision-Making. The JDC shall act by [**] consent. The representatives from each Party will have, collectively, [**] on behalf of that Party. If the JDC cannot reach [**] consent on an issue that comes before the JDC and over which the JDC has oversight, then such matter shall be raised to the JSC for resolution in accordance with Section 3.3.3.

3.6 Joint Commercialization Committee.

3.6.1 Composition. The Parties shall establish a committee to oversee Commercialization of Collaboration Products (other than commercial manufacture and Product distribution) in the Collaboration Territory (the “JCC”) at such time as may be determined by the JSC, but in no event later than [**] after the Initiation of the first Phase III Clinical Trial of a Collaboration Product. Unless otherwise expressly provided in this Agreement or agreed by the Parties in writing, the JCC shall serve solely in an advisory capacity and have no independent decision-making authority. Each Party shall initially appoint [**] to the JCC, with each representative having knowledge and expertise in the commercialization of products similar to the Collaboration Products, having sufficient seniority within the applicable Party to make decisions arising within

the scope of the JCC’s responsibilities and being duly authorized under their respective company’s internal governance procedures to make the decisions or carry out the activities given to them under this Agreement. The Parties may agree to change the number of representatives from each Party on the JCC; provided, however, that the JCC shall at all times be comprised of an equal number of representatives from each Party.

3.6.2 Specific Responsibilities of the JCC. In addition to its general responsibilities, the JCC shall in particular:

(a) discuss, prepare and approve for submission to the JSC all Commercialization Plans (including the Commercialization Budget), including any amendments thereto;

(b) review and update revenue forecasts and review the Commercialization Budget for Collaboration Products in the Collaboration Territory at least on a [**] basis (or as otherwise agreed by the JCC) to ensure actual and anticipated expenditure is within the approved Commercialization Budget for the relevant Calendar Year, and make recommendations to the JCC for approval regarding any variances before such additional expenditure is incurred;

(c) review and discuss the Commercialization activities (including Co-Promotion) of Beam and Verve with respect to Collaboration Products in the Collaboration Territory;

(d) prepare forecasts of relevant Collaboration Products to be shared with the JMC for planning of inventory levels of such Products;

(e) subject to the terms and conditions of Section 12.10.1, discuss and approve for submission to the JSC the appropriate timing for selection of trademarks, and discuss, review and approve for submission to the JSC all proposed trademarks cleared by the Parties selected to be used to identify Collaboration Products in the Collaboration Territory and all proposed trademarks, logos, taglines, trade dress, packaging configuration, domain names or indicia of origin, in each case, cleared by the Parties for use in connection with the sale or marketing of Collaboration Products in the Collaboration Territory;

(f) review, discuss, coordinate and approve for submission to the JSC, in the Collaboration Territory, the Parties’ medical affairs activities with respect to the Collaboration Products; and

(g) perform such other functions as appropriate to further the purposes of this Agreement, as directed by the JSC or as specified in this Agreement.

3.6.3 Decision-Making. The JCC shall act by [**] consent. The representatives from each Party will have, collectively, [**] on behalf of that Party. If the JCC cannot

reach [**] consent on an issue that comes before the JCC and over which the JCC has oversight, then such matter shall be raised to the JSC for resolution in accordance with Section 3.3.3.

3.7 Alliance Managers.

3.7.1 Appointment. Each Party shall have the right to appoint an employee who shall oversee interactions between the Parties for all matters related to this Agreement and any related agreements between the Parties or their Affiliates (each an “Alliance Manager”). Such persons shall endeavor to assure clear and responsive communication between the Parties and the effective exchange of information, and may serve as a single point of contact for any matters arising under this Agreement. The Alliance Managers shall have the right to attend all JSC and Subcommittee meetings as non-voting participants and may bring to the attention to the JSC or any Subcommittee any matters or issues either of them reasonably believes should be discussed, and shall have such other responsibilities as the Parties may mutually agree in writing. Each Party may designate different Alliance Managers by notice in writing to the other Party.

3.7.2 Responsibilities of the Alliance Managers. Without limiting the generality of the foregoing, each Alliance Manager shall:

(a) identify and bring disputes and issues that may result in disputes (including without limitation any asserted occurrence of a material breach by a Party) to the attention of the JSC in a timely manner, and function as the point of first referral in all matters of conflict resolution;

(b) provide a single point of communication for seeking consensus both internally within the Parties’ respective organizations and between the Parties;

(c) plan and coordinate cooperative efforts, internal communications and external communications between the Parties with respect to this Agreement; and

(d) take responsibility for ensuring that meetings and the production of meeting agendas and minutes occur as set forth in this Agreement, and that relevant action items resulting from such meetings are appropriately carried out or otherwise addressed.

3.7.3 The Parties shall meet within [**] of the Restatement Effective Date and discuss in good faith any additional modifications to the information sharing and governance provisions of this Agreement including those in this Article 3, with the objective of streamlining governance to ensure appropriate information sharing between the Parties. In addition, the Parties agree to use good faith reasonable efforts to complete a relaunch of the alliance management function within [**] of the Restatement Effective Date with the objective to ensure an

efficient operation and exchange of information in accordance with the terms of this Agreement.

3.8 Committee Size and Composition; Observers. The JSC and any Subcommittee may change its size from time to time by mutual, [**] consent of its members, provided that the JSC and each Subcommittee shall consist at all times of an equal number of representatives of each of Verve and Beam. Each Party may replace one or more of its JSC or Subcommittee representatives at any time upon written notice to the other Party. The JSC or any Subcommittee may invite non-members (including consultants and advisors of a Party who are under an obligation of confidentiality consistent with this Agreement) to participate in the discussions and meetings of such Committee, provided that such participants are involved in activities related to the business of such Committee and shall have no voting authority at such Committee.

3.9 Chairpersons. Each Committee shall be chaired by a representative of [**]. The role of the chairperson shall be to convene and preside at meetings of the Committee, as applicable, to prepare and circulate agendas and to ensure the preparation of minutes, but the chairperson shall have no additional powers or rights beyond those held by the other representatives of the Committee, as applicable.

3.10 Committee Meetings. Each Committee shall meet at least [**] at a time mutually agreed by the Parties, spaced at regular intervals unless the Parties mutually agree to a different frequency. Each Committee may meet in person, or at the request of either Party, by videoconference, teleconference or other similar communications equipment. In-person Committee meetings will be held at locations alternately selected (as within a Committee) by Verve and by Beam. Either Party may also call a special meeting of a Committee (by videoconference or teleconference) by at least [**] prior written notice to the other Party in the event such requesting Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, and such requesting Party shall provide such Committee no later than [**] prior to the special meeting with materials reasonably adequate to enable an informed decision on the relevant matter; provided that for time sensitive matters, a Party may call a special meeting of such Committee and provide relevant materials with less than [**] notice if the Parties agree that an issue warrants an expedited meeting. No later than [**] prior to any meeting of a Committee (other than a special meeting as described above), the Alliance Managers shall prepare and circulate an agenda for such meeting to all members of such Committee; provided, however, that either Party shall be free to propose additional topics to be included on such agenda, either prior to or, if representatives of each Party are present at a meeting, during the course of such meeting. Each Party will bear the expense of its respective Committee members’ participation in Committee meetings. The Alliance Managers shall be responsible for keeping reasonably detailed written minutes of such Committee’s meetings that reflect all decisions made at such meetings. The Alliance Managers shall send meeting minutes to each member of such Committee for review and approval within [**] after each meeting of such Committee. Minutes will be deemed approved unless [**] members of the relevant Committee objects to the accuracy of such minutes within [**] of receipt.

3.11 Safety Reporting.

3.11.1 The Parties shall agree upon a pharmacovigilance agreement (the “Pharmacovigilance Agreement”) for exchanging adverse event and other safety information relating to a Licensed Product prior to either Party’s initiation of any clinical activities implicating pharmacovigilance obligations for such Licensed Product in the Territory. The Pharmacovigilance Agreement shall ensure that adverse event and other safety information is exchanged according to a schedule that will permit each Party to comply with Applicable Laws, including any local regulatory requirements and all applicable privacy laws.

3.11.2 Each Party shall use and disclose any information relating to an individual person, including but not limited to Clinical Trial Data or adverse event or other safety information, in compliance with Applicable Law, including the European General Data Protection Regulations. If required by Applicable Law, the Parties shall negotiate and execute a data protection agreement reasonably acceptable to both Parties, prior to using or disclosing any such information.

3.12 Records and Reports.

3.12.1 Records. Each Party shall maintain records, in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes under Applicable Law, which shall fully and properly reflect all work done and results achieved by such Party under this Agreement.

3.12.2 Copies and Inspection of Records. Each Party shall have the right, during normal business hours and upon reasonable notice, to inspect and copy all records of the other Party referred to in Section 3.12.1. The reviewing Party shall maintain such records and the information disclosed therein in confidence in accordance with Section 10.1. Upon request, the non-reviewing Party shall provide copies of the records described in this Section 3.12.2.

3.13 Compliance with Law and Ethical Business Practices.

3.13.1 In conducting its activities under this Agreement, each Party shall comply in all material respects with Applicable Law and accepted pharmaceutical industry business practices, including, without limitation, the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301, et seq.), the Anti-Kickback Statute (42 U.S.C. § 1320a-7b), Civil Monetary Penalty Statute (42 U.S.C. § 1320a-7a), the False Claims Act (31 U.S.C. § 3729 et seq.), comparable state statutes, the regulations promulgated under all such statutes, the regulations issued by the FDA, and all applicable privacy laws and regulations. Each Party shall promptly notify the other Party in writing of any material deviations from Applicable Law with respect to activities under this Agreement of which it becomes aware.

3.13.2 Each Party hereby certifies that it has not and will not employ or otherwise use in any capacity the services of any person or entity debarred under Section 21 U.S.C. § 335a in performing any activities under this Agreement. Each Party shall notify the other Party, in writing, immediately if any such debarment occurs or comes

to its attention, and shall, with respect to any person or entity so debarred, promptly remove such person or entity from performing any further activities under this Agreement.

3.13.3 No Party shall, or shall be required to, undertake any activity under or in connection with this Agreement which violates any Applicable Law.

Article 4 RESEARCH AND DEVELOPMENT

4.1 General Obligations.

4.1.1 Each Party shall use Commercially Reasonable Efforts to conduct the activities for which it is responsible under any Research Plan and Development Plan. All Development activities of the Parties relating to the Development of Licensed Product(s) in the Territory will be performed in accordance with this Agreement. In addition, following initiation of activity under a Research Plan, Verve shall use Commercially Reasonable Efforts to Develop and seek Marketing Authorization for [**].

4.1.2 Verve shall initiate discovery efforts for a Base Editor Product directed towards [**] within [**] of the Restatement Effective Date pursuant to the Research Plan for [**]. Verve shall use Commercially Reasonable Efforts to Develop and seek Marketing Authorization for [**].

4.1.3 With respect to any Licensed Product for which Beam has an Opt-In Option, but does not, and can no longer under the terms of this Agreement, exercise the Beam Opt-In Option, Section 4.1.1 shall not apply, except that Verve shall still be subject to the last sentence of Section 4.1.1 which sets forth certain diligence obligations and shall perform, and cause to be performed, all Development activities related to such Licensed Product in the Territory in accordance with this Agreement.

4.1.4 Without limiting any other provision of this Agreement, Verve agrees that, to the extent applicable to its contemplated activities under this Agreement, it shall satisfy the diligence obligations set forth in Schedule 4.1.4 related to Development applicable to sublicensees of Beam Base Editor Technology under Third Party Agreements to which Beam or its Affiliate is a party. Schedule 4.1.4 may be amended from time to time by Beam upon written notice to Verve in the event Beam reasonably determines that additional diligence obligations under Third Party Agreements to which Beam or its Affiliate is a party relate to the Development activities of Verve hereunder as a sublicensee of Beam Base Editor Technology, subject to compliance with Sections 2.4.3 with respect to any such Third Party Agreements entered into after the Restatement Effective Date and provided that any such additional diligence obligations shall only apply following the date of such amendment. Either Party may perform its obligations under this Agreement through Third Party subcontractors; provided that [**]. Any efforts

of Verve or its Affiliates and sublicensees shall be deemed to be the efforts of Verve for purposes of satisfying the diligence requirements of this Agreement.

4.2 Research Plan. Within [**] following the Restatement Effective Date, Verve shall provide to Beam an initial research plan for Licensed Products [**] (which shall include at least the activities and objectives set forth in this Section 4.2) and research activities for PCSK9 or ANGPTL3, as applicable (each such research plan, as amended from time to time under this Agreement, a “Research Plan”). Each Research Plan shall consist of [**]. Verve shall present each Research Plan and amendment or updates thereof, and on a [**] basis, the progress under each Research Plan, to Beam, through the Research Working Group, and shall consider Beam’s comments thereon in good faith.

4.3 Development Plans.

4.3.1 Initial Development Plan. Within the later of (a) [**] prior to the anticipated IND submission for a Licensed Product or (b) as to a Licensed Product directed to PCSK9, [**] after the Restatement Effective Date, Verve shall, to the extent applicable, submit to the JDC and/or JSC an initial development plan for [**] (such development plan once recommended for approval by the JDC and approved by the JSC, the “Initial Development Plan”). An Initial Development Plan may only be amended with the approval of the JSC in accordance with this Agreement, and each such amendment shall [**]. An Initial Development Plan shall be effective from the date on which it is approved by the JSC and shall terminate when all activities under such Initial Development Plan have been completed or, if earlier, as of the date upon which Beam exercises the Beam Opt-In Option with respect to the applicable Opt-In Product pursuant to Section 5.1. For the avoidance of doubt, subject to the exceptions set forth in clauses (a) and (b) of Section 3.3.3, [**].

4.3.2 Subsequent Development Plan; Subsequent Development Updates.

(a) Subject to Section 4.3.2(b), with respect to any Collaboration Product, there shall be a “Subsequent Development Plan” for such Collaboration Product that includes [**]. Notwithstanding any provision in this Agreement to the contrary, in the event Beam exercises a Beam Opt-In Option upon receipt of an [**] for a Collaboration Product, the Subsequent Development Plan for such Collaboration Product will additionally include [**], such additional activities to be conducted at Verve’s sole cost and expense, in accordance with Section 5.1.

(b) For any Opt-In Product for which Beam does not exercise the Beam Opt-In Option, or commencing as of the applicable Opt-Out Date for any Collaboration Product, there shall be no Subsequent Development Plan but Verve shall update Beam every [**] (beginning [**] after Beam’s failure to exercise the Beam Opt-In Option for any such Opt-In Product that is a Licensed Product or, with respect to any Collaboration Product for which Beam exercises the Beam Opt-Out Option, [**] after the

applicable Beam Opt-Out Date, as the case may be) on the Development of such Licensed Product until the First Commercial Sale of such Licensed Product or until Development activities for such Licensed Product have ended, whichever occurs earlier. Such update shall consist of [**]. Upon request by Beam, the Parties shall meet, either in-person or via videoconference or teleconference, to discuss such status update and Verve shall consider in good faith the implementation of any reasonable comment by Beam with respect to the Development of such Licensed Product.

(c) Notwithstanding anything to the contrary in this Agreement, Verve may not conduct any Development activity with respect to a Licensed Product that is not a Collaboration Product that, [**].

4.3.3 Amendments to the Development Plan. On [**] basis, the JDC shall evaluate whether any amendment to the then-current Development Plans, and, subject to this Agreement, the corresponding Development Budget if applicable, are appropriate to reflect [**]. In the event that such amendment is deemed necessary, the JDC shall submit such amendment for approval of the JSC no later than [**] of the preceding Calendar Year. Each such amended Development Plan shall contain [**]. In addition, the JDC may prepare amendments to the Development Plan and any Development Budget (if applicable) for the JSC’s approval from time to time during a Calendar Year in order to reflect changes in such plan and budget allocations for such Calendar Year, in each case, in accordance with the foregoing. Once approved by the JSC, the amended [**] Development Plan (including the Development Budget, if any) shall become effective for the applicable period on the date approved by the JSC (or such other date as the JSC shall specify). Any JSC-approved amended Development Plan (including, as applicable, any amended Development Budget) for a Product shall supersede the previous Development Plan and Development Budget for such Product.

4.3.4 Discontinued Development; Inconsistency. If the JSC determines to discontinue Developing a Licensed Product or Collaboration Product upon recommendation by the JDC or otherwise in accordance with this Agreement, then any Development Plan (and the associated Development Budget, if applicable) solely related to such Licensed Product or Collaboration Product, as the case may be, shall terminate upon such decision. In the event of any inconsistency between the applicable Development Plan and this Agreement, the terms of this Agreement shall prevail.

4.4 Development Costs. Except with respect to Shared Costs for Collaboration Products as described in Section 9.5.1, as between the Parties, [**].

Article 5 BEAM OPT-IN OPTION

5.1 Opportunity to Opt In. For any Opt-In Product, Beam will have the option with respect to such Opt-In Product to opt-in to share expenses of the Development of such Opt-In Product in the Territory, jointly Commercialize such Opt-In Product in the Collaboration Territory and share the profits and expenses of Commercializing the Opt-In Product in the Collaboration Territory, in each case on the terms set forth in this Agreement (such option with respect to an Opt-In Product, the “Beam Opt-In Option” for such Opt-In Product). On an Opt-In Product-by-Opt-In Product basis, within [**] of the final dosing of the final patient in a Phase I Clinical Trial of such Opt-In Product, Verve will deliver to Beam an information package for such Opt-In Product, such information package to include the following information (the “Opt-In Information Package”):

[**].

To the extent that any additional information or data is necessary for Beam, acting in good faith, to make an informed decision regarding whether to exercise the Beam Opt-In Option for such Opt-In Product, the Opt-In Information Package shall also include other information, data, or materials (i) directly related to such Opt-In Product, (ii) possessed and Controlled by Verve or its Affiliates, and (iii) requested by Beam within [**] of the receipt of the information described in clauses 5.1.1 through 5.1.5 above; provided that Verve shall not have any obligation to perform any additional studies or experiments to respond to any request made pursuant to this paragraph. [**]. During the [**] period following delivery of an Opt-In Information Package for an Opt-In Product, at Beam’s request, the Parties will work together in good faith in an effort to reach written agreement on a Subsequent Development Plan for such Opt-In Product, including the related Development Budget. Beam will have [**] from receipt of the complete Opt-In Information Package to determine whether it is interested in participating in future Development and Commercialization of such Opt-In Product on the terms and conditions set forth in this Agreement for Collaboration Products. Beam may exercise the Beam Opt-In Option with respect to an Opt-In Product at any time during such [**] period by written notice to Verve. [**].

5.2 Subsequent Development Plan; Election Not to Opt-In.

5.2.1 With respect to any Opt-In Product, in the event that Beam exercises the Beam Opt-In Option for such Opt-In Product pursuant to Section 5.1, (a) the agreed-upon Subsequent Development Plan shall become the Subsequent Development Plan for such Opt-In Product and (b) such Opt-In Product shall become a Collaboration Product under this Agreement.

5.2.2 With respect to any Opt-In Product, in the event that Beam does not exercise the Beam Opt-In Option for such Opt-In Product in the applicable [**] window pursuant to Section 5.1, such Opt-In Product shall not become a Collaboration Product under this Agreement and the Beam Opt-In Option for such Opt-In Product shall thereupon terminate, [**].

5.3 Beam Opt-Out Option. With respect to each Collaboration Product, Beam may opt out of payment of Shared Development Costs, Shared Commercialization Costs, sharing of Collaboration Territory Revenue and participation in Commercialization of such Collaboration Product under this Agreement (“Beam Opt-Out Option”), upon written notice to Verve. In the event Beam elects the Beam Opt-Out Option for a Collaboration Product, effective as of [**] following the delivery of such written election to Verve (the “Beam Opt-Out Date”), (a) such Collaboration Product will no longer be a Collaboration Product under this Agreement, (b) royalties and milestones for such former Collaboration Product under this Agreement, if applicable, including under Sections 9.2.1, 9.3 and 9.4.1, shall become effective and payable by Verve going forward as if Beam had never exercised the Beam Opt-In Option for such Product, (c) Verve shall pay Beam a milestone payment equal to [**] the Shared Costs for such former Collaboration Product that Beam has paid under this Agreement, such milestone payment to be made within [**] after aggregate Net Sales of such former Collaboration Product in a Calendar Year in the Territory first reach [**] Dollars ($[**]), (d) subject to this Section 5.3, Beam shall no longer have any obligation to pay any portion of Shared Costs incurred following the Beam Opt-Out Date for such former Collaboration Product and (e) Beam shall no longer have the right to Commercialize, including Co-Promote, such former Collaboration Product. Notwithstanding anything to the contrary in this Section 5.3, if Beam elects the Beam Opt-Out Option for a Collaboration Product during the conduct of a Clinical Trial for such Collaboration Product, it shall remain responsible for the Shared Costs reasonably incurred in the conduct of such Clinical Trial under this Agreement as if such Collaboration Product remained a Collaboration Product for the duration of such Clinical Trial.

5.4 Verve Opt-Out Option. With respect to each Collaboration Product, Verve may opt out of payment of Shared Development Costs, Shared Commercialization Costs, sharing of Collaboration Territory Revenue and participation in Commercialization of such Collaboration Product under this Agreement (“Verve Opt-Out Option”), upon written notice to Beam. In the event Verve elects the Verve Opt-Out Option for a Collaboration Product, effective as of [**] following the delivery of such written election to Verve (the “Verve Opt-Out Date”), (a) such Collaboration Product will no longer be a Collaboration Product under this Agreement, (b) such former Collaboration Product shall be deemed to be a Terminated Reversion Product (including, for clarity, any such former Collaboration Product that is not a Licensed Product) for purposes of Section 14.6 as if Verve had terminated such Product under clause (b) of Section 14.2; provided, however, that any license granted by Verve pursuant to Section 14.6.2(b) with respect to such Product shall be royalty-free and fully paid up, except with respect to payment of any amounts owed to a Third Party pursuant to an applicable license or other agreement as set forth in Section 14.6.2(b), (c) Beam shall pay Verve a milestone payment equal to the sum of (i) the FTE Costs and out-of-pocket costs (including Third Party Payments) incurred by Verve for the conduct of the Phase I Clinical Trial in accordance with the Initial Development Plan for such Collaboration Product and (ii) [**] times the Shared Costs for such former Collaboration Product that Verve has paid under this Agreement, such milestone payment to be made within [**] after aggregate Net Sales of such former Collaboration Product in a Calendar Year in the Territory first reach [**] Dollars ($[**]), (d) subject to this Section 5.4, Verve shall no longer have any obligation to pay any portion of Shared Costs incurred following the Verve Opt-Out Date for such former Collaboration Product and (e) Verve

shall no longer have the right to Commercialize, including Co-Promote, such former Collaboration Product. Notwithstanding anything to the contrary in this Section 5.4, if Verve elects the Verve Opt-Out Option for a Collaboration Product during the conduct of a Clinical Trial for such Collaboration Product, it shall remain responsible for the Shared Costs reasonably incurred in the conduct of such Clinical Trial under this Agreement as if such Collaboration Product remained a Collaboration Product for the duration of such Clinical Trial.

5.5 Discussion of Proposal. [**].

Article 6 REGULATORY RESPONSIBILITY

6.1 General. Verve or its designee shall have sole responsibility and discretion in formulating the regulatory strategy for any Nuclease Product or Base Editor Product that, in each case, is not either a Collaboration Product or Opt-In Product. Verve shall keep Beam informed as to material developments related to interactions by it, its Affiliates or sublicensees with Regulatory Authorities with respect to Collaboration Products and Opt-In Products under this Agreement. Verve shall promptly notify (but in any event within [**]) Beam upon becoming aware of any actual or potential Safety Issue or serious adverse event with respect to one or more Collaboration Products.

6.2 Opt-In Products and Collaboration Products. The regulatory strategy for each Collaboration Product and Opt-In Product shall be formulated by Verve, subject to oversight by the JSC in accordance with Section 3.3. In reviewing the regulatory strategy for each Collaboration Product and Opt-In Product, Verve shall consider and determine whether to incorporate in good faith Beam’s reasonable comments with respect to same. Verve shall be responsible for taking the lead with the request and conduct of all interactions with Regulatory Authorities (meetings, telephone calls, etc.) in the Territory. Beam shall be entitled to have a non-participating representative present at such scheduled interactions, with respect to Opt-In Products and Collaboration Products, with Regulatory Authorities in the Territory, provided that at Verve’s request, the Beam representative shall step out of any portions of such interactions that do not relate to the Opt-In Products or Collaboration Products. As between the Parties, Verve shall be responsible for preparing all submissions, documents or other correspondence submitted to applicable Regulatory Authorities for such Products in the Territory (collectively, the “Regulatory Documentation”), and Verve or its designee(s) shall own all Regulatory Documentation, INDs, NDAs and Marketing Authorizations with respect to Products. Beam shall have the right to review and comment on all Regulatory Documentation for Collaboration Products, and Verve shall reasonably consider and[**] implement any comments provided by Beam with respect to such Regulatory Documentation. Verve or its designee(s) shall also be responsible for all maintenance of all INDs and all NDAs related to Products, provided that, with respect to Collaboration Products, the FTE Costs and out-of-pocket costs that are incurred by Verve or its Affiliates in connection with such maintenance in the Major Markets shall be Shared Development Costs. Beam shall maintain all Confidential Information of Verve gained in connection with its rights under this Section 6.2 in strict confidence and shall not use for any other purpose other than in connection with the

Development and Commercialization of the Licensed Product that is the subject of these activities and no other program, in each case in accordance with Article 10.

Article 7 COMMERCIALIZATION

7.1 Commercialization Efforts. Each Party shall conduct the activities for which it is responsible under the applicable Commercialization Plan. Verve shall use Commercially Reasonable Efforts to Commercialize Licensed Products, and Verve and Beam shall use Commercially Reasonable Efforts to Commercialize Collaboration Products, in each case in the Field in the Major Markets in which Marketing Authorization has been obtained, as further described in this Article 7.

7.2 Commercialization of Product(s). All Commercialization activities of the Parties with respect to Collaboration Products in the Collaboration Territory will be performed under the direction of the JCC and the JSC in accordance with the then-current applicable Commercialization Plan. In the event of any inconsistency between a Commercialization Plan or a Commercialization Budget and this Agreement, the terms of this Agreement shall prevail unless otherwise expressly set forth in the relevant Commercialization Plan or Commercialization Budget. Verve will keep the JCC informed of Commercialization activities of Verve with respect to Licensed Products and Collaboration Products outside the Collaboration Territory, and Verve will deliver to Beam on a [**] basis a written report summarizing its material Commercialization activities with respect to Licensed Products that are not Collaboration Products and with respect to Collaboration Products outside the Collaboration Territory, such reports to be sufficient in content to allow Beam to evaluate whether Verve has satisfied its diligence obligations with respect to such Collaboration Products in accordance with Section 7.1. Verve shall ensure that any Third Party, including a sublicensee, that undertakes Commercialization activities with respect to a Licensed Product or Collaboration Product permits disclosure of all relevant information to Beam in the reports described in this Section 7.2.

7.3 Commercialization Plan.

7.3.1 Within [**] after the Initiation of a Phase III Clinical Trial of a Collaboration Product in the Field in the Territory, the JCC shall develop an initial high-level Commercialization plan for the Collaboration Products in the Field in the Collaboration Territory (such plan, if and when approved by the JSC and as may be amended from time to time in accordance with this Agreement, the “Commercialization Plan”).

7.3.2 Each Commercialization Plan shall contain, as applicable: [**].

7.4 Commercialization Reports. Each Party shall keep the JCC fully informed regarding the progress and results of Commercialization activities for Collaboration Products in the Collaboration Territory conducted by such Party, including a [**] review of activities undertaken versus the Commercialization Plan for such Collaboration Products.

7.5 Commercialization Costs. Subject to Section 9.5.1(b), as between the Parties, Verve shall be solely responsible for all costs and expenses incurred (including both internal

FTE-based costs and payments owed to Third Parties) in the conduct of activities under any Commercialization Plan.

7.6 Co-Promotion. With respect to each Collaboration Product, the Parties shall enter into an agreement that sets forth the terms of the Parties’ Co-Promotion of such Collaboration Products in the Collaboration Territory no later than [**] prior to the anticipated First Commercial Sale of such Collaboration Product in the Collaboration Territory, such terms to be consistent with the high-level terms and principles set forth in this Section 7.6 (each such agreement, a “Co-Promotion Agreement”). The Parties shall Co-Promote the Collaboration Products in the Collaboration Territory pursuant to the terms and conditions of this Agreement and the applicable Co-Promotion Agreement, provided that Verve shall book all sales of Collaboration Products in the Collaboration Territory. Any Co-Promotion Agreement entered into by the Parties pursuant to this Section 7.6 will set forth the terms under which Beam will engage in the Co-Promotion of such Collaboration Product with Verve to primary care physicians, specialists, and other agreed target customers or stakeholders in the Collaboration Territory. Each Party will provide fifty percent (50%) of the promotional effort required to promote the Collaboration Product in the Collaboration Territory at launch and throughout Commercialization in this Agreement and the allocation of the promotional effort between the Parties will be made on an equitable basis as to both the quality and quantity of the activities to be undertaken, including the identity of target prescribers and the nature of the Details. Costs incurred by the Parties for Co-Promotion activities under the Co-Promotion Agreement shall be Shared Commercialization Costs unless otherwise mutually agreed by the Parties and expressly set forth in the Co-Promotion Agreement. For clarity, the applicable Co-Promotion Agreement shall automatically be terminated on the applicable Opt-Out Date in the event Beam exercises a Beam Opt-Out Option or Verve exercises a Verve Opt-Out Option with respect to a particular Collaboration Product.

Article 8 MANUFACTURING

8.1 General. Except as otherwise expressly agreed by the Parties in writing with respect to Collaboration Products, Verve shall have sole authority over and control of the Manufacture of Products, itself or through one or more Affiliates or Third Parties selected by Verve, in accordance with any applicable Subsequent Development Plan or Commercialization Plan, as the case may be.

Article 9 PAYMENTS AND CONSIDERATION; EQUITY PURCHASE

9.1 Initial Issuance. In accordance with the terms of the Subscription Agreement entered into by the Parties on the Original Agreement Effective Date, Verve, on the Original Agreement Effective Date and concurrently with the execution of the Original Agreement, as partial consideration for the licenses granted hereunder, issued to Beam an aggregate of 2,556,322 shares of Verve’s common stock.

9.2 Development Milestone Payments.

9.2.1 In further consideration for the licenses granted herein by Beam to Verve, upon the terms and conditions contained herein, Verve shall pay to Beam the milestone payment set forth in the table below for each Licensed Product that achieves the corresponding milestone event:


Milestone Event	For any Licensed Product that is not a Collaboration Product, in the Territory	For any Licensed Product that is a Collaboration Product, outside the Collaboration Territory
[**]	[] U.S. Dollars ($[])	[] U.S. Dollars ($[])
[**]	[] U.S. Dollars ($[])	[] Dollars ($[])
[**]	[] U.S. Dollars ($[])	[] U.S. Dollars ($[])

Verve shall notify Beam in writing within [**] following the achievement of each milestone, and shall make the appropriate milestone payment within [**] after the achievement of such milestone. All milestone payments are payable only once under this Agreement for each Licensed Product to achieve such milestone. If a milestone set forth in the table in this Section 9.2.1 is skipped (e.g. [**]), the payment associated with such skipped milestone shall be paid when the subsequent milestone is achieved in addition to the payment that would otherwise be due upon achievement of such subsequent milestone.

9.2.2 In further consideration for the licenses granted by Verve to Beam under Section 2.1.4, respectively, upon the terms and conditions contained herein, Beam shall pay Verve the milestone payment once for each Licensed GalNAc Target (other than [**]) upon the first achievement of the corresponding milestone event as set forth in the table below:


Milestone Event	Milestone Amount
[**]	[] Dollars ($[])
[**]	[] Dollars ($[])
[**]	[] Dollars ($[])

[**].

Beam shall notify Verve in writing within [**] following the achievement of each other milestone, and shall make the appropriate milestone payment within [**] after the achievement of such milestone. All milestone payments are payable only once per Licensed GalNAc Target under this Agreement for each GalNAc

Product to achieve such milestone. For purposes of this Section 9.2, one (1) Licensed Product or GalNAc Product, as the case may be, that [**] for multiple Indications, multiple patient populations or multiple dosage forms shall be deemed to be a single Licensed Product or GalNAc Product, as the case may be.

9.3 Net Sales Milestones.

9.3.1 Subject to Section 9.3.2, on a Licensed Product-by-Licensed Product basis, Verve will pay Beam the following one-time payments when aggregate Net Sales of a Licensed Product that is not a Collaboration Product in a Calendar Year in the Territory first reach the respective thresholds indicated below:


Calendar Year Territory-Wide Net Sales for a Licensed Product that is not a Collaboration Product	Net Sales Milestone
Over [] U.S. Dollars ($[])	[] U.S. Dollars ($[])
Over [] U.S. Dollars ($[])	[] U.S. Dollars ($[])

9.3.2 Notwithstanding Section 9.3.1, on a Licensed Product-by-Licensed Product basis, with respect to any Licensed Product that is a Collaboration Product, Verve will pay Beam the following one-time payments when aggregate Net Sales of such Licensed Product outside the Collaboration Territory first reach the respective thresholds indicated below:


Calendar Year Net Sales for a Licensed Product that is a Collaboration Product Outside the Collaboration Territory	Net Sales Milestone
Over [] U.S. Dollars ($[])	[] U.S. Dollars ($[])
Over [] U.S. Dollars ($[])	[] U.S. Dollars ($[])

9.3.3 Verve will make any Net Sales threshold milestone payment payable with respect to a Calendar Year within [**] after the end of the applicable Calendar Year. The Net Sales threshold milestone payments set forth above are payable only once on the first achievement by each Licensed Product of the relevant threshold. No amounts shall be due under this Agreement for subsequent or repeated achievements of any milestone by the same Licensed Product. If more than one Net Sales threshold milestone is achieved in the same Calendar Year, Verve will pay to Beam all Net Sales threshold milestone payments achieved in such Calendar Year in accordance with this Section 9.3.3.

9.4 Royalties.

9.4.1 Royalties to Beam for Licensed Products.

(a) Subject to the provisions of Sections 9.4.1(c) and 9.4.1(d), Verve will pay Beam royalties on a tiered marginal royalty rate basis as set forth below based on the annual aggregate Territory-wide Net Sales resulting from

the sale of each Licensed Product that is not a Collaboration Product, on a Licensed Product-by-Licensed Product basis, during each Calendar Year of the applicable Royalty Term for each such Licensed Product.


Net Sales of a Licensed Product that is not a Collaboration Product	Marginal Royalty Rate (% of Calendar Year Net Sales for such Licensed Product in the Territory)
Annual Net Sales up to [] Dollars ($[])	[**]%
Annual Net Sales including and above [] Dollars ($[]), up to [] Dollars ($[])	[**]%
Annual Net Sales including and above [] Dollars ($[])	[**]%

Each marginal royalty rate set forth in the table above will apply only to that portion of the Net Sales of a given Licensed Product in the Territory during a given Calendar Year that falls within the indicated range.

(b) Subject to the provisions of Sections 9.4.1(c) and 9.4.1(d), Verve will pay Beam royalties on a tiered marginal royalty rate basis as set forth below based on the annual aggregate Net Sales outside of the Collaboration Territory resulting from the sale of each Licensed Product that is a Collaboration Product, on a Licensed Product-by-Licensed Product basis, during each Calendar Year of the applicable Royalty Term for each such Licensed Product.


Net Sales of a Licensed Product that is a Collaboration Product Outside of the Collaboration Territory	Marginal Royalty Rate (% of Calendar Year Net Sales for such Licensed Product outside the Collaboration Territory)
Annual Net Sales up to [] Dollars ($[]).	[**]%
Annual Net Sales including and above [] Dollars ($[]), up to [] Dollars ($[])	[**]%
Annual Net Sales including and above [] Dollars ($[])	[**]%

Each marginal royalty rate set forth in the table above will apply only to that portion of the Net Sales of a given Licensed Product in the applicable countries outside the Collaboration Territory during a given Calendar Year that falls within the indicated range.

(c) During time periods when the Royalty Term is only in effect in a given country for a given Licensed Product due to clause (c) of Section 1.170.1, then the royalty rate provided for such Licensed Product in such country shall be reduced by [**] percent ([**]%) from that set forth in Section 9.4.1(a) or 9.4.1(b), as applicable, above for such portions of the Royalty Term for such Licensed Product in such country. During time periods when the Royalty Term is only in effect in a given country for a given

Licensed Product due to the applicable Licensed Product being Covered by a Valid Claim of the [**] in such country, then the royalty rate provided for such Licensed Product in such country shall be reduced by [**] percent ([**]%) from that set forth in Section 9.4.1(a) or 9.4.1(b), as applicable, above for such portions of the Royalty Term for such Licensed Product in such country.

(d) On a Licensed Product-by-Licensed Product basis, if Verve is legally required by a future court order, settlement agreement, contract, or other legally binding written commitment to make payments to a Third Party for a license under or the use of Patent Rights held by such Third Party that [**], then Verve may offset [**] percent ([**]%) of any running royalty payments on net sales actually paid by Verve to such Third Party under such Third Party license with respect to such patent application(s) or patent(s) with respect to sales of such Licensed Product against the running royalty payments that are due to Beam with respect to Net Sales of such Licensed Product in such country under Section 9.4.1(a) or 9.4.1(b), as applicable; provided that, in no event, shall (a) the running royalty payments to Beam with respect to such any Licensed Products be reduced, after the application of any reduction in Section 9.4.1(c) and this Section 9.4.1(d), by more than [**] percent ([**]%) of the amount otherwise due under Section 9.4.1(a) or 9.4.1(b), as applicable, and (b) with respect to royalties paid to the Third Party solely on the basis of claims of pending patent applications of the Third Party (and no issued patent claim of the Third Party Covers the applicable Licensed Product), such amounts shall only be offsettable in accordance with this Section 9.4.1(d) if the Covering pending claim of the Third Party’s pending application would meet the definition of Valid Claim set forth in this Agreement were such pending claim within the Patent Rights as of the Restatement Effective Date.

9.4.2 Royalties to Verve for GalNAc Products (other than [**] Products).

(a) Subject to the provisions of Section 9.4.2(b) and 9.4.2(c), Beam will pay Verve royalties at the rate of [**] percent ([**]%) of the annual aggregate Territory-wide Net Sales resulting from the sale of each GalNAc Product that is not also a [**] Product, on a GalNAc Product-by-GalNAc Product basis, during each Calendar Year of the applicable Royalty Term for each such GalNAc Product.

(b) During time periods when the Royalty Term is only in effect in a given country for a given GalNAc Product due to clause (c) of Section 1.170.2, as applicable, then the royalty rate provided for such GalNAc Product in such country shall be reduced by [**] percent ([**]%) from that set forth in Section 9.4.2(a), as applicable, above for such portions of the Royalty Term for such GalNAc Product in such country.

(c) On a GalNAc Product-by-GalNAc Product basis, if Beam is legally required by a future court order, settlement agreement, contract, or other legally binding written commitment to make payments to a Third Party for a license under or the use of Patent Rights held by such Third Party that [**], then Beam may offset [**] percent ([**]%) of any running royalty payments on net sales actually paid by Beam to such Third Party under such Third Party license with respect to such patent application(s) or patent(s) with respect to sales of such GalNAc Product against the running royalty payments that are due to Verve with respect to Net Sales of such GalNAc Product in such country under Section 9.4.2(a); provided that in no event shall (a) the running royalty payments to Verve with respect to such GalNAc Products be reduced, after the application of any reduction in Section 9.4.2(b) and this Section 9.4.2(c), by more than [**] percent ([**]%) of the amount otherwise due under Section 9.4.2(a) and (b) with respect to royalties paid to the Third Party solely on the basis of claims of pending patent applications of the Third Party (and no issued patent claim of the Third Party Covers the applicable GalNAc Product), such amounts shall only be offsettable in accordance with this Section 9.4.1(c) if the Covering pending claim of the Third Party’s pending application would meet the definition of Valid Claim set forth in this Agreement were such pending claim within the Patent Rights as of the Restatement Effective Date.

9.5 Revenue and Cost Sharing in the Collaboration Territory; Reconciliation Payments.

9.5.1 General. The terms and conditions of this Section 9.5 shall govern each Party’s rights and obligations with respect to Shared Development Costs, Shared Commercialization Costs and Collaboration Territory Revenue, in each case relating to Collaboration Products. In the event of a conflict between Section 9.5.1(a) or 9.5.1(b), on one hand, and, on the other hand, any Schedules to this Agreement, the terms of Section 9.5.1(a) or 9.5.1(b) shall take precedence, govern and control.

(a) The Parties shall share all Shared Development Costs for (a) each Collaboration Product [**] of ANGPTL3 or PCSK9 incurred pursuant to this Agreement on the basis of [**] percent ([**]%) by Verve and [**] percent ([**]%) by Beam and (b) each Collaboration Product [**] incurred pursuant to this Agreement on the basis of sixty-five percent (65%) by Verve and thirty-five percent (35%) by Beam; provided, however, that in the event Beam exercises a Beam Opt-In Option upon receipt of an [**] for a Collaboration Product, Verve will be solely responsible for all of its own costs and all FTE Costs and out-of-pocket costs that are incurred as an expense in accordance with GAAP (including Third Party Payments) by Beam or any of its Affiliates in connection with all Development activities through the end of the Phase I Clinical Trial for such Collaboration Product, in accordance with Section 5.1 and the applicable Subsequent Development Plan.

(i) Development Budget for Collaboration Products. Notwithstanding the foregoing, expenses charged by either Party as Shared Development Costs for an activity under a Subsequent Development Plan shall not exceed [**] percent ([**]%) of the amount included for the total itemized expenditure in the relevant then-current Development Budget for such activity, and any expenses in excess of such [**]% threshold shall be borne by the incurring Party except if the cause of the excess expenditures is outside the incurring Party’s reasonable control, in which case the incurring Party shall, upon learning of the likelihood of the excess expenditure, promptly revise the Development Budget and submit it in writing, with an explanation of the variance and the reasons therefor, to the JDC. If the JDC recommends approval of the revised budget (the consent of each Party’s representatives on the JDC not to be unreasonably withheld, delayed or conditioned) then such revised Development Budget shall be incorporated into the respective Subsequent Development Plan.

(b) For each Collaboration Product [**] of ANGPTL3 or PCSK9, the Parties shall share all Shared Commercialization Costs for such Collaboration Product incurred pursuant to this Agreement, and Collaboration Territory Revenue for each such Collaboration Product in the Collaboration Territory on the basis of fifty percent (50%) by Verve and fifty percent (50%) by Beam. For each Collaboration Product [**], the Parties shall share all Shared Commercialization Costs for such Collaboration Product incurred pursuant to this Agreement, and Collaboration Territory Revenue for each such Collaboration Product in the Collaboration Territory on the basis of sixty-five percent (65%) by Verve and thirty-five percent (35%) by Beam. Notwithstanding the provisions of Section 9.5.1(a), Verve shall bear [**] percent ([**]%) of all Development costs and Commercialization costs for Products for which Beam has elected to exercise the Beam Opt-Out Option pursuant to Section 5.3, which costs are incurred by Verve following the applicable Opt-Out Date, subject to the last sentence of Section 5.3, and Beam shall bear [**] percent ([**]%) of all Development costs and Commercialization costs for Products for which Verve has elected to exercise the Verve Opt-Out Option pursuant to Section 5.4, which costs are incurred by Beam following the applicable Opt-Out Date, subject to the last sentence of Section 5.4. Expenses charged by either Party as Shared Commercialization Costs for an activity under a Commercialization Plan shall not exceed [**] percent ([**]%) of the amount included for the total itemized expenditure in the relevant then-current Commercialization Budget for such activity and any expenses in excess of such [**]% threshold shall be borne by the incurring Party ex