SETTLEMENT AGREEMENT AND RELEASES

Exhibit 10.1

WHENEVER CONFIDENTIAL INFORMATION IS OMITTED HEREIN (SUCH OMISSIONS ARE DENOTED BY AN ASTERISK *), SUCH CONFIDETNAIL INFORMATION HAS BEEN SUBMITTED SEPARATE TO THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

SETTLEMENT AGREEMENT AND RELEASES

This Settlement Agreement and Releases (the “Settlement Agreement”) is made and entered into by and among Massachusetts Institute of Technology (“MIT”), Repligen Corporation (“Repligen”) and ImClone Systems Incorporated (“ImClone”) (MIT, Repligen and ImClone are referred to herein individually as a “Party” and collectively as the “Parties”).

WHEREAS, MIT and Repligen are the Plaintiffs-Counter Defendants and ImClone is the Defendant-Counter Claimant in the action entitled Massachusetts Institute of Technology and Repligen Corporation v. ImClone Systems, Inc. , Civil Action No. 04 cv 10884 (RGS), pending in the United States District Court for the District of Massachusetts (the “Action”); and

WHEREAS, the Parties desire to settle the Action on the terms stated herein, without any admission of liability or wrongdoing, and in order to avoid the time and expense of continuing to litigate the Action;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be bound hereby, the Parties hereby agree as follows:

1. ImClone Payment to MIT and Repligen . ImClone shall pay to MIT and Repligen by wire transfer to their attorneys Fish & Richardson P.C. to the account below $65,000,000.00 (sixty-five million dollars and zero cents) for the releases and sublicenses contained herein, which wire transfer shall be initiated within three business days of the Effective Date (as defined in Paragraph 21 below).

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2. Definitions.

a. “Affiliate” means any individual, corporation, partnership, proprietorship or other entity controlled by, controlling, or under common control with a Party to this Agreement through, directly or indirectly, equity ownership, ability to elect directors, or by virtue of a majority of overlapping directors, or by contract, or otherwise, and shall include, but shall not be limited to that instance where any individual, corporation, partnership, proprietorship or other entity directly or indirectly owning, owned by or under common ownership with the party in question to the extent of fifty percent (50%) or more of the equity of voting shares, including shares owned beneficially by such Party.

b. “Excluded Fields” means any application or use [*].

c. “TLA” means Technology Licensing Agreement between Abbott Biotech, Inc. and Repligen Corporation, dated May 14, 1992, attached hereto as Exhibit A.

3. Patent Sublicenses .

a. MIT and Repligen agree that Repligen shall grant ImClone and its Affiliates a sublicense under United States Patent No. 4,663,281 (the “‘281 Patent”), together with any continuations, continuations-in-part, divisions, foreign counterparts and equivalents thereto, in the form attached hereto as Exhibit B executed simultaneously with and as a condition of this Settlement Agreement.

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b. Consistent with the rights granted Repligen under the TLA, Repligen shall grant ImClone and its Affiliates a sublicense under United States Patent No. 5,665,578 (the “‘578 Patent”) and United States Patent No. 5,741,682 (the “‘682 Patent”), together with any continuations, continuations-in-part, divisions, foreign counter-parts and equivalents thereto, under which and solely to the extent that Repligen has the power to grant rights under the TLA, in the form attached hereto as Exhibit C executed simultaneously with and as a condition of this Settlement Agreement.

4. General Releases .

a. Effective immediately after receipt into the transferee account of the funds subject to the wire payment referred to in Paragraph 1 above, Repligen, on behalf of itself and its agents, servants, attorneys, employees, officers, directors, members, shareholders, subsidiaries, parents, Affiliates, predecessors, successors, assigns, transferees, representatives and all persons and entities acting by, through, under, or in concert with them or any of them (the “Repligen Releasors”) fully and forever release and discharge ImClone and each of ImClone’s current and former agents, servants, attorneys, employees, officers, directors, members, shareholders, subsidiaries, parents, Affiliates, predecessors, successors, assigns, transferees, representatives and all persons and entities acting by, through, under, or in concert with them or any of them (the “ImClone Released Parties”) from any and all manner of action or actions, in law or in equity, for indemnity or otherwise, claims, counterclaims, demands, cause or causes of action, suits, debts, liens, damages, losses, costs or expenses, liabilities of any kind, fees, commissions and other payments whether presently known or unknown, accrued or not accrued, foreseen or not foreseen, matured or not matured, asserted or unasserted, fixed or contingent, which any of the Repligen Releasors may have had, may claim to have had, ever had, may have, may claim to have or now have against the ImClone Released Parties from the beginning of time until the

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Effective Date, in connection with the making, use or sale of C225 (i.e., Erbitux®) and/or in connection with the making, use, or sale of IMC-11F8, including without limitation all claims for infringement of the ‘281 Patent or any other existing patent together with any continuations, continuations-in-part, divisions, foreign counterparts and equivalents thereto.

b. Effective immediately after receipt into the transferee account of the funds subject to the wire payment referred to in Paragraph 1 above, MIT on behalf of itself and its agents, servants, attorneys, employees, officers, directors, members, shareholders, subsidiaries, parents, Affiliates, predecessors, successors, assigns, transferees, representatives and all persons and entities acting by, through, under, or in concert with them or any of them (the “MIT Releasors”) fully and forever release and discharge ImClone and each of ImClone’s current and former agents, servants, attorneys, employees, officers, directors, members, shareholders, subsidiaries, parents, Affiliates, predecessors, successors, assigns, transferees, representatives and all persons and entities acting by, through, under, or in concert with them or any of them (the “ImClone Released Parties”) from any and all manner of action or actions, in law or in equity, for indemnity or otherwise, claims, counterclaims, demands, cause or causes of action, suits, debts, liens, damages, losses, costs or expenses, liabilities of any kind, fees, commissions and other payments whether presently known or unknown, accrued or not accrued, foreseen or not foreseen, matured or not matured, asserted or unasserted, fixed or contingent, which any of the MIT Releasors may have had, may claim to have had, ever had, may have, may claim to have or now have against the ImClone Released Parties from the beginning of time until the Effective Date, in connection with the making, use or sale of C225 (i.e., Erbitux), on all claims for infringement of the ‘281 Patent (including claims for future damages or injunctive relief related thereto), together with any continuations, continuations-in-part, divisions, foreign counterparts and equivalents thereto of the ‘281 patent.

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c. Effective immediately after receipt into the transferee account of the funds subject to the wire payment referred to in Paragraph 1 above, ImClone, on behalf of itself and its agents, servants, attorneys, employees, officers, directors, members, shareholders, subsidiaries, parents, Affiliates, predecessors, successors, assigns, transferees, representatives and all persons and entities acting by, through, under, or in concert with them or any of them (the “ImClone Releasors”) fully and forever release and discharge Repligen and its current and former respective agents, servants, attorneys, employees, officers, directors, members, shareholders, subsidiaries, parents, Affiliates, predecessors, successors, assigns, transferees, representatives and all persons and entities acting by, through, under, or in concert with them or any of them (the “Repligen Released Parties”) from any and all manner of action or actions, in law or in equity, for indemnity or otherwise, claims, counterclaims, demands, cause or causes of action, suits, debts, liens, damages, losses, costs or expenses, liabilities of any kind, fees, commissions and other payments whether presently known or unknown, accrued or not accrued, foreseen or not foreseen, matured or not matured, asserted or unasserted, fixed or contingent, which any of the ImClone Releasors may have had, may claim to have had, ever had, may have, may claim to have or now have against the Repligen Released Parties from the beginning of time until the Effective Date, in connection with the making, use or sale of C225 (i.e., Erbitux) and/or in connection with the making, use, or sale of IMC-11F8, including without limitation all counterclaims with regard to the ‘281 Patent or any other existing patent together with any continuations, continuations-in-part, divisions, foreign counterparts and equivalents thereto.

d. Effective immediately after receipt into the transferee account of the funds subject to the wire payment referred to in Paragraph 1 above, ImClone Releasors fully and forever release and discharge MIT and its current and former respective agents, servants, attorneys, employees, officers, directors, members, shareholders, subsidiaries, parents, Affiliates,

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predecessors, successors, assigns, transferees, representatives and all persons and entities acting by, through, under, or in concert with them or any of them (the “MIT Released Parties” from any and all manner of action or actions, in law or in equity, for indemnity or otherwise, claims, counterclaims, demands, cause or causes of action, suits, debts, liens, damages, losses, costs or expenses, liabilities of any kind, fees, commissions and other payments whether presently known or unknown, accrued or not accrued, foreseen or not foreseen, matured or not matured, asserted or unasserted, fixed or contingent, which any of the ImClone Releasors may have had, may claim to have had, ever had, may have, may claim to have or now have against the MIT Released Parties from the beginning of time until the Effective Date, in connection with the making, use or sale of C225 (i.e., Erbitux), on all counterclaims with regard to the ‘281 Patent (including claims for future damages or injunctive relief related thereto), together with any continuations, continuations-in-part, divisions, foreign counterparts and equivalents thereto of the ‘281 patent.

5. ImClone Purchase of Protein A Resins. To fulfill ImClone’s need for Protein A for ImClone’s manufacture of C225 (i.e., Erbitux), ImClone hereby agrees to continue to purchase until expiration of the latest to expire of the patents being sublicensed pursuant to this Settlement Agreement, in accordance with past business practices, resins made with recombinant Protein A (including recombinant mutants and derivatives of Protein A) manufactured for or by Repligen, its Affiliates, or a third party that acquires, whether by sale, merger, recapitalization, or other business combination, all or substantially all of the assets of Repligen or Repligen’s Protein A business for ImClone’s manufacturing of C225 (i.e., Erbitux), provided that such resins are sold (i) at fair market price, (ii) with a quality level reasonably acceptable to ImClone. If there comes a time when available resins made with recombinant Protein A manufactured for or by Repligen do not satisfy ImClone’s demand for resins for manufacturing C225 (i.e., Erbitux) then ImClone’s obligation to purchase under this Paragraph 5 shall immediately cease. [*]

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6. Attorneys’ Fees and Costs . The Parties shall bear their own respective attorneys’ fees and costs.

7. No Admission of Wrongdoing . The Parties expressly acknowledge that this Settlement Agreement represents a settlement of disputed rights and claims. Nothing in the terms of this Settlement Agreement or in its execution shall be construed as an admission of liability or wrongdoing as to any matter by the Parties hereto. ImClone affirmatively denies the allegations contained in the Complaint in the Action, and MIT and Repligen affirmatively deny the allegations contained in the Counterclaims in the Action.

8. Dismissal with Prejudice . The Parties shall execute at the time this Settlement Agreement is executed a stipulation dismissing with prejudice the Complaint and Counterclaims in the Action in the form attached hereto as Exhibit D, which shall be held in escrow by counsel for MIT and Repligen and submitted to the Court for filing within one business day after receipt into the transferee account of the funds subject to the wire transfer payment referred to in Paragraph 1 above. The stipulation of dismissal shall provide that the Parties shall bear their own respective attorneys’ fees and costs.

9. Confidentiality . The Parties shall keep the terms of this Settlement Agreement confidential, except that (i) any Party may disclose that the Action has been resolved by settlement with no Party admitting liability, (ii) any Party may disclose the terms of this Settlement Agreement as required by the securities laws, (iii) any Party may disclose the terms of this Settlement Agreement as otherwise required by law, and (iv) ImClone may disclose the terms of this Settlement Agreement (including without limitation the terms of the sublicenses referred to in Paragraph 3 above) to any collaboration partner or manufacturing partner of ImClone provided such disclosure is made under obligations of confidentiality between ImClone and such partners pursuant to the agreement(s) they have entered into. Notwithstanding the

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foregoing, any Party may disclose the terms of this Settlement Agreement in any proceeding to enforce the terms of this Settlement Agreement. To the extent any Party is required to disclose information about this settlement pursuant to Subparagraph (iii) above in order to comply with a subpoena, document request or order issued by a court of competent jurisdiction or by a state or federal regulatory body, the Party receiving such subpoena or order, upon receipt thereof, shall promptly notify the other Parties of the existence, terms and circumstances surrounding such subpoena, document request or order prior to disclosure of the information. If disclosure is to be made pursuant to Subparagraph (iii) above, the disclosing Party shall exercise its best efforts to cooperate with any other Party that seeks a protective order. Notwithstanding the foregoing provisions of this Paragraph 9, the Parties may publish press releases concerning this Settlement Agreement in the mutually agreeable forms attached hereto as Exhibit E and Exhibit F and may make any public disclosures that are consistent with the disclosures contained in the press release and the Parties’ prior periodic disclosures.

10. Representations, Warranties and Covenants of the Parties . The Parties hereby represent, warrant and agree as follows:

a. MIT and Repligen each represents and warrants that Repligen has the full right, power, and authority to grant the sublicense referred to in Paragraph 3(a) of this Settlement Agreement. EXCEPT AS EXPRESSLY SET FORTH HEREIN, MIT AND REPLIGEN MAKE NO EXPRESS OR IMPLIED WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND AGAINST INFRINGEMENT.

b. As of the Effective Date, consistent with the rights and restrictions to which Repligen is subject to under the TLA, Repligen represents and warrants to ImClone that

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Repligen has the full right, power and authority to enter into this Settlement Agreement, and to grant the sublicense granted in Paragraph 3(b) hereof. EXCEPT AS EXPRESSLY SET FORTH HEREIN, REPLIGEN MAKES NO EXPRESS OR IMPLIED WARRANTIES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND AGAINST INFRINGEMENT.

c. Repligen represents and warrants that (i) to the best of Repligen’s knowledge and belief, Repligen has provided ImClone with a complete and accurate copy of the TLA in effect as of the Effective Date, (ii) to the best of Repligen’s knowledge and belief, the TLA is in full force and effect as of the Effective Date, (iii) to the best of Repligen’s knowledge and belief, no party to the TLA is in material breach of the TLA as of the Effective Date and Repligen is not aware of any circumstance which would give rise to material breach of the TLA as of the Effective Date, (iv) no party to the TLA has notified in writing any other party to the TLA of any material breach of the TLA that remains uncured as of the Effective Date, and (v) Repligen has not voluntarily terminated the TLA pursuant to paragraph 6(b) of the TLA or otherwise terminated the TLA by mutual agreement with Abbott.

d. Repligen hereby covenants and agrees that:

(i) to the extent it is within Repligen’s control (a) it will maintain and not terminate, invalidate, encumber or diminish the TLA and/or the patents sublicensed thereunder, and (b) it will not modify or amend (or consent to modification or amendment of) the TLA, in each case only insofar as it affects the rights and obligations of Repligen thereunder with respect to rights and obligations of ImClone under this Agreement, without the written permission of ImClone; and

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(ii) any assignment of the TLA by Repligen is subject to this Agreement and ImClone shall be promptly provided with written notice of such assignment; and

(iii) it will promptly provide ImClone with any notice of material breach of the TLA and/or intent to terminate the TLA and/or the rights and sublicenses thereunder, to the extent Repligen is aware of the foregoing, and it shall use commercially reasonable efforts to attempt to cure any such breach and/or to prevent termination of such TLA and/or such rights and licenses thereunder, except to the extent caused by ImClone or its Affiliates; and if Repligen fails to promptly do so, ImClone shall have the right, but not the obligation, to cure such breach and/or prevent such termination.

e. ImClone represents and warrants that it and its Affiliates have the full right and authority to accept and be bound by the conditions and restrictions of the TLA applicable to sublicensees. ImClone further represents and warrants that it and its Affiliates are not engaged, and have no current intent to engage in the future, in any research, development, commercialization or other activity in any of the areas of [*]. EXCEPT AS EXPRESSLY SET FORTH HEREIN, IMCLONE MAKES NO EXPRESS OR IMPLIED WARRANTIES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND AGAINST INFRINGEMENT.

f. With the exception of the claim asserted in the Action, MIT and Repligen each represents and warrants that it has no claims against ImClone relating to the ‘281 patent. Repligen represents and warrants that as of the Effective Date it has no knowledge of any claim against ImClone.

g. The persons executing this Settlement Agreement on behalf of MIT, Repligen and ImClone, respectively, represent and warrant that they each are authorized and

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have capacity to sign for and bind the respective entities for which they sign. Each of the Parties shall be responsible for any breach of this representation and warranty by its respective signatory hereto, and such signatory shall not incur any personal liability by virtue of any breach of this representation and warranty.

h. Each Party represents and warrants that it has not sold, assigned, transferred, conveyed or otherwise disposed of any right, title or interest to any claim that is released by the Settlement Agreement.

i. Each Party represents and warrants that it has relied upon its own judgment and that of its own legal counsel regarding the proper, complete, and agreed-upon consideration for, and the terms and provisions of, this Settlement Agreement, the sublicenses referred to in Paragraph 3 above and the stipulation of dismissal to be executed simultaneously herewith, and that no Party has relied on any representation or warranty (express or implied) made by any other Party or any of its agents, employees or legal counsel, other than as expressly set forth in this Settlement Agreement, in entering into this Settlement Agreement.

11. Further Assurances . Each Party shall execute and deliver to the others such additional documents and take such other actions as may be reasonably requested by any other Party in order to carry out the terms and conditions of this Settlement Agreement.

12. Successors and Third Parties . This Settlement Agreement is binding upon, and shall inure to the benefit of, the Parties and their respective affiliates, subsidiaries and each of their employees, officers, directors, agents, successors and assigns.

13. Merger and Integration . This Settlement Agreement, along with the sublicenses referred to in Paragraph 3 above and the stipulation of dismissal executed simultaneously herewith, constitutes the entire, complete and integrated agreement made between the Parties regarding the subject matter hereof. The Settlement Agreement is not subject to any conditions

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not expressly provided for herein, and this Settlement Agreement, along with the TLA, sublicenses, stipulation of dismissal and press release, cancel and supercede all earlier agreements, written or oral, between the parties regarding the subject matter hereof.

14. Headings . All headings used in this Settlement Agreement are intended for ready reference and convenience only. The headings must not be given any force and are without contractual significance or effect.

15. Amendments . This Settlement Agreement may not be modified, altered, amended, waived or changed in any way, except in a writing signed by the Parties.

16. Waiver . A failure by any Party to enforce any provision of this Settlement Agreement or a right under this Settlement Agreement may not be construed as:

a. A waiver of any right;

b. Having any effect on the validity of this Settlement Agreement or any part thereof; or

c. A prejudice for or against any Party in a subsequent legal action.

Any Party may waive any of its rights under this Settlement Agreement only by an appropriate writing that specifically refers to the contractual right that is being waived and that is signed by the waiving Party.

17. Construction . Neither this Settlement Agreement nor any provision in this Settlement Agreement shall be construed for or against any Party because the Settlement Agreement as a whole, or any provision of this Settlement Agreement, was requested or drafted by such Party. Neither this Settlement Agreement nor any provision in this Settlement Agreement nor evidence of any negotiations in connection with it or them shall be offered or received in evidence or used in any way in any action or proceeding between the Parties except to enforce the terms and provisions hereof.

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18. Controlling Law, Jurisdiction and Venue . This Settlement Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its principles of choice of law. The Parties agree to request that the United States District Court for the District of Massachusetts retain jurisdiction of the Action for purposes of enforcement of this Settlement Agreement. Each Party irrevocably submits to the exclusive jurisdiction of (i) Courts of the Commonwealth of Massachusetts, Suffolk County, and (ii) the United States District Court for the District of Massachusetts, for the purposes of any suit, action or other proceeding arising out of this Settlement Agreement and waives any defense or objection based on lack of personal jurisdiction. Each Party agrees to commence any such action, suit or other proceeding in the United States District Court for the District of Massachusetts, or, in the event such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Courts of the Commonwealth of Massachusetts, Suffolk County. Each Party further agrees that service of any process, summons, notice or document by certified mail, return receipt requested, to such Party’s respective address set forth below shall be effective service of process for any action, suit or other proceeding in the Commonwealth of Massachusetts with respect to any matters to which it has submitted to jurisdiction in this Paragraph. Each Party irrevocably and unconditionally waives any defense or objection to the laying of venue of any action, suit or other proceeding arising out of this Settlement Agreement in (i) Courts of the Commonwealth of Massachusetts, Suffolk County, or (ii) the United States District Court for the District of Massachusetts, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim any defense or objection in any such court that any such action, suit or other proceeding brought in any such court has been brought in an inconvenient forum.

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a. All notices and other communications to MIT must be sent to:

Massachusetts Institute of Technology

77 Massachusetts Avenue

NE 25-230

Cambridge, MA 02139

Attention: Director, Technology Licensing Office

b. All notices and other communication to Repligen must be sent to:

Repligen Corporation

41 Seyon Street

Building #1, Suite 100

Waltham, MA 02453

Attention: President and Chief Executive Officer

c. All notices and other communications to ImClone must be sent to:

ImClone Systems Incorporated

180 Varick Street

New York, NY 10014

Attention: General Counsel

19. Notices . All notices and other communications required or permitted to be sent under this Settlement Agreement must be in writing. Except for those notices and communications governed by Paragraph 18 above, and unless otherwise agreed, all notices must be sent by:

a. Certified mail, return receipt requested; or

b. Facsimile with a confirmation copy dispatched contemporaneously either by certified mail, return receipt requested, or by courier service.

All notices and other communications to MIT must be sent to the address listed in Paragraph 18(a) above, all notices and other communications to Repligen must be sent to the address listed in Paragraph 18(b) above, and all notices and other communications to ImClone must be sent to the address listed in Paragraph 18(c) above.

20. Counterparts . This Settlement Agreement may be executed in any number of counterparts, each of which shall be deemed to be one and the same instrument.

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21. Effective Date . This Settlement Agreement is effective as of the date it has been executed by all the Parties (the “Effective Date”).

IN WITNESS WHEREOF, the Parties have caused this Settlement Agreement to be executed by their duly authorized representatives in a manner legally binding upon their respective corporations as of the Effective Date.

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On this 10 ^th day of September 2007, before me personally came Lita L. Nelsen, to me known, who, by me duly sworn, did depose and state that deponent is a Director, Technology Licensing Office for the Massachusetts Institute of Technology, the corporation described in, and which executed, the foregoing SETTLEMENT AGREEMENT AND MUTUAL RELEASE.

On this 10th day of September 2007, before me personally came Walter C. Herlihy, Ph.D., to me known, who, by me duly sworn, did depose and state that deponent is the President and Chief Executive Officer for Repligen Corporation, the corporation described in, and which executed, the foregoing SETTLEMENT AGREEMENT AND MUTUAL RELEASE.

On this 10th day of September 2007, before me personally came Daniel J. O’Connor, to me known, who, by me duly sworn, did depose and state that deponent is a Senior Vice President, General Counsel and Secretary of ImClone Systems Incorporated, the corporation described in, and which executed, the foregoing SETTLEMENT AGREEMENT AND MUTUAL RELEASE.

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Exhibit A

TECHNOLOGY LICENSE AGREEMENT

BETWEEN ABBOTT BIOTECH, INC.

AND

REPLIGEN CORPORATION

THIS AGREEMENT is made and entered into this 14 day of May, 1992, by and between ABBOTT BIOTECH, INC. (“LICENSOR”), and REPLIGEN CORPORATION (“LICENSEE”).

This Agreement is entered into in connection with the acquisition by LICENSEE of certain business, assets and obligations of LICENSOR pursuant to that certain Asset Purchase Agreement (“Purchase Agreement”) entered into among LICENSOR, LICENSEE and Abbott Laboratories, an Illinois corporation, contemporaneously herewith. Pursuant to the Purchase Agreement, LICENSEE is acquiring, among other things, certain technology which is not the subject of this Agreement. By this Agreement, LICENSOR is granting to LICENSEE a non-exclusive license under certain Patent Rights (as defined below) and a non-exclusive sublicense under certain licenses.

In consideration of the foregoing premises and the covenants and conditions herein contained, the parties hereto agree as follows:

1. Definitions .

(a) “Patent Rights” shall mean all United States patents and patent applications listed in Exhibit A attached hereto and made a part hereof, and all corresponding foreign patents and patent applications, including any and all divisions, continuations, continuations-in-part, reissues, and extensions thereof that exist now or that come into existence in the future, and relevant information and documentation contained in the patent file history.

(b) “Licensed Product” shall mean any product, composition of matter, system or apparatus which, but for this Agreement, would otherwise infringe a valid claim of an unexpired patent included in the Patent Rights.

(c) “Licensed Processes” shall mean any process, method, or method of use which, but for this Agreement, would otherwise infringe a valid claim of an unexpired patent in the Patent Rights.

(d) “Licensed Field” shall mean any application or use with the exception of the application or use [*].

2. License and Sublicense .

(a) LICENSOR hereby grants LICENSEE, to the extent of the Licensed Field, a worldwide, non-exclusive, royalty-free, fully paid-up license under the Patent Rights to make, have made, use and sell Licensed Product and to practice, have practiced, use and sell Licensed Processes.

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(b) LICENSOR hereby grants LICENSEE a non-exclusive sublicense in the Licensed Field under those rights granted, and subject to all terms and conditions set forth, in the license agreement with the Massachusetts Institute of Technology (“M.I.T.”) attached hereto and made a part hereof as Exhibit B (the “M.I.T. License”) and the license agreement with [*] (“[*]”) attached hereto and made a part hereof as Exhibit C (the “[*] License”).

3. LICENSOR’s Obligations . LICENSOR shall have the sole right, but not the obligation, to prosecute, maintain and/or enforce the Patent Rights and any similar patent rights under the M.I.T. License and the [*] License. LICENSOR shall have no obligation to maintain the M.I.T. License or the [*] License in force, and shall have no other obligation with respect to the Patent Rights, the M.I.T. License or the [*] License; provided, that in the event LICENSOR intends to terminate or let lapse either the M.I.T. License or the [*] License, LICENSOR shall provide LICENSEE with at least sixty (60) days’ notice thereof and, at the written request of LICENSEE, shall assign to LICENSEE all of LICENSOR’s rights (subject to all of its obligations) under either such agreement. Each of M.I.T. and [*] hereby consent to the assignment to LICENSEE under this Section 3 of either the M.I.T. License or the [*] License, as the case may be. LICENSOR shall have no responsibility or liability for any acts, omissions or breaches of LICENSEE under this Agreement, the M.I.T. License, the [*] License or otherwise. Failure of LICENSEE to comply with the terms and conditions of the M.I.T. License or the [*] License shall not be deemed a breach by LICENSOR under such license.

4. No Payments Except for Pass-Through . The license and sublicenses hereunder are granted free of any license or sublicense fees, royalties or other payment obligations, except that LICENSEE shall be obligated to pay any royalties or other sums due to M.I.T. under the M.I.T. License or [*] under the [*] License as a result of LICENSEE’s activities.

5. Compliance with M.I.T. License and [*] License .

(a) As a sublicensee under the M.I.T. License and the [*] License, LICENSEE shall comply with all terms and conditions of such licenses to the extent applicable to its activities as though LICENSEE were the direct licensee under such licenses. LICENSEE shall provide to LICENSOR copies of any and all reports provided to M.I.T. or [*] under such licenses.

(b) LICENSEE shall keep accurate records in sufficient detail to enable payments due M.I.T. or [*] to be determined, in accordance with generally accepted accounting principles. Upon LICENSOR’s written request and at LICENSOR’s expense, LICENSEE shall permit an independent certified public accountant selected and retained by LICENSOR and reasonably acceptable to LICENSEE to have access, during regular business hours and upon reasonable notice to LICENSEE, to such records as may be necessary to verify the accuracy of the aforementioned reports and payments.

(c) To the extent that LICENSOR is required to do so pursuant to the terms of the relevant agreement or applicable law, LICENSEE shall be responsible for deducting, and paying to appropriate fiscal or tax authorities on M.I.T.’s and [*]’s behalf and for LICENSEE’s account, all taxes assessed or imposed against, or required to be withheld from, payments due M.I.T. or [*], respectively, as a result of LICENSEE’s activities. The amount of any such taxes paid or so withheld by LICENSEE shall be deducted from the royalties otherwise due to M.I.T. or [*], as the case may be.

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(d) LICENSEE shall indemnify and hold LICENSOR harmless against all liabilities, damages, losses, costs and expenses (including reasonable attorneys fees) incurred or suffered by LICENSOR as a result of LICENSEE’S activities in connection with the M.I.T. License or the [*] License, other than liabilities, damages, losses, costs and expenses incurred in connection with a third party claim alleging the infringement by M.I.T., [*], or LICENSOR of a third party’s intellectual property rights.

6. Term and Termination .

(a) This Agreement shall become effective upon execution by both parties and, unless earlier terminated in accordance with its terms, shall continue in effect (i) with regard to the license under the patents included in the Patent Rights, until the expiration of the last to expire of such patents, and (ii) with regard to the sublicenses, throughout the period that the M.I.T. License or the [*] License is in effect, whichever is longer. Termination of this Agreement shall not affect any rights or obligations which accrue prior to or in connection with such termination.

(b) LICENSEE may terminate this Agreement at any time by giving written notice thereof to LICENSOR.

(c) Either party shall have the right to terminate this Agreement in the event the other party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after being notified thereof in writing by the notifying party.

(d) Each of M.I.T. and [*] hereby grant to LICENSEE an option to acquire all of LICENSOR’s rights, subject to all of its obligations, under the M.I.T. License or the [*] License, as the case may be, without giving effect to any breach thereof by LICENSOR (the “License Rights”), which option shall be exercisable at any time within sixty (60) days after receipt by LICENSEE of a copy of any notice of termination properly given to LICENSOR terminating for any reason whatsoever the M.I.T. License or the [*] License, as the case may be, after any period for cure provided under such license has passed without LICENSOR having cured. Each of M.I.T. and [*] hereby grant to LICENSEE a license to use the relevant License Rights in accordance with the provisions of the M.I.T. License or the [*] License, as the case may be, until such option lapses unexercised.

(e) Each of M.I.T. and [*] hereby agree that a copy of any notice given under the M.I.T. License or the [*] License, as the case may be,