SETTLEMENT AND RELEASE AGREEMENT

Exhibit 10.1

EXECUTION COPY

SETTLEMENT AND RELEASE AGREEMENT

THIS SETTLEMENT AND RELEASE AGREEMENT (the “ Agreement ”) is made and entered into as of April 7, 2008 (the “ Effective Date ”) by and between Repligen Corporation , a Delaware corporation having offices at 41 Seyon Street, Building #1, Suite 100, Waltham, MA 02453, The Regents of the University of Michigan having offices at 1214 S. University Ave., 2 ^nd Floor, Ann Arbor, MI 48104 and Bristol-Myers Squibb Company , a Delaware corporation having offices at Route 206 & Province Line Road, Princeton, NJ 08543.

RECITALS

WHEREAS, BMS has commercialized the drug product ORENCIA ^® (Abatacept) that contains a fusion protein that consists of the extracellular domain of human CTLA4 linked to the modified Fc portion of human immunoglobulin G1, for therapeutic use in humans;

WHEREAS, UM and Repligen own and/or control certain patent rights relating to CTLA4 and its therapeutic use;

WHEREAS, in connection with the settlement of the Pending Action, BMS wishes to obtain license rights under certain patent rights owned and/or controlled by Licensors for certain products, including but not limited to Abatacept and products containing Abatacept;

WHEREAS, UM and Repligen are willing to grant and consent to (to the extent the consent of either is required) the license rights to BMS on the terms and conditions set forth below;

WHEREAS, Repligen and UM filed the Pending Action against BMS in the United States District Court for the Eastern District of Texas, Case No. 2:06-cv-4-TJW, alleging claims relating to infringement of U.S. Patent No. 6,685,941;

WHEREAS, BMS denied infringing U.S. Patent No. 6,685,941 due to invalidity, unenforceability, and/or contractual rights; and

WHEREAS, Repligen, UM and BMS desire to enter an agreement to settle the Pending Action and resolve any and all patent infringement disputes related to the Pending Action in order to avoid further litigation risks and expenses and to seek an amicable and final business resolution and settlement of the Pending Action.

NOW, THEREFORE, in consideration of the above premises which are an integral part of this Agreement and incorporated fully herein, and the promises and the mutual covenants recited herein, the Parties agree as follows.

ARTICLE 1

DEFINITIONS

The terms in this Agreement with initial letters capitalized, whether used in the singular or the plural, shall have the meaning set forth below or, if not listed below, the meaning designated in places throughout this Agreement.

1.1 “ Affiliate ” means any Person that (directly or indirectly) through one or more intermediaries, controls, is controlled by, or is under common control with the Party specified. For the purposes of this definition, “control” shall mean the possession, direct or indirect, of the power to cause the direction of the management and policies of a Person, whether through ownership of fifty percent (50%) or more of the voting securities of such Person, by contract or otherwise.

1.2 “ Belatacept ” means the fusion protein known as Belatacept (also known as LEA29Y), and any pharmaceutical product containing such protein.

1.3 “ BMS ” means Bristol-Myers Squibb Company.

1.4 “ BMS Released Parties ” and “ BMS Releasor ” means BMS’s agents, servants, attorneys, employees, officers, directors, Affiliates, predecessors, successors, assigns, licensors, transferees (including but not limited to Sublicensees), representatives and all persons and entities acting by, through, under, or in concert with them or any of them (but excluding Licensor or any Licensor Releasor to the extent that such Licensor or Licensor Releasor would otherwise become a BMS Released Party or BMS Releasor by virtue of a right or license granted in or pursuant to this Agreement).

1.5 “ Business Day ” or “ business day ” means a day other than Saturday, Sunday or any day on which commercial banks located in New York, New York are authorized or obligated by applicable laws to close.

1.6 “ Calendar Quarter ” means each three month period commencing January 1, April 1, July 1 and October 1 of each year during the term of this Agreement.

1.7 “ Calendar Year ” means each successive period of 12 months commencing on January 1 and ending on December 31.

1.8 “ Combination Product ” means a Product that includes at least one additional active ingredient (whether coformulated or copackaged) (which is not a protein as defined in Section 1.28 below) in addition to the protein as defined in Section 1.28. Drug delivery vehicles, adjuvants, and excipients shall not be deemed to be “active ingredients”, except in the case where such delivery vehicle, adjuvant, or excipient is recognized by the FDA as an active ingredient in accordance with 21 CFR 210.3(b)(7).

1.9 “ Controlled ” or “ Controls ” means, with respect to any Patent, possession by a Licensor of the right, whether directly or indirectly, and whether by ownership, license or otherwise, to grant a license or sublicense or covenant not to sue under such Patent to BMS as provided for herein without violating the terms of any agreement in effect as of the Effective Date with any Third Party.

1.10 “ CTLA4 ” means cytotoxic T lymphocyte-associated antigen 4.

1.11 “ Dollar ” or “ $ ” means the lawful currency of the United States.

1.12 “ Effective Date ” shall have the meaning set forth in the preamble of this Agreement.

1.13 “ Field ” means the diagnosis, treatment, control or prevention of any human disease, disorder or condition.

1.14 “ GAAP ” means U.S. Generally Accepted Accounting Principles.

1.15 “ HHMI ” means the Howard Hughes Medical Institute.

1.16 “ Licensed CTLA4 Product ” means (i) any protein (including a fusion protein) that contains all or a portion of the extracellular domain of CTLA4, (ii) any other soluble CTLA4 molecule and (iii) CTLA4 antibodies; and any pharmaceutical product containing any of the foregoing. For clarity, “Licensed CTLA4 Product” includes without limitation Belatacept and Product.

1.17 “ Licensed Patents ” means the Thompson Patent Rights and the Other Patents.

1.18 “ Licensor ” means each of Repligen and UM individually. “ Licensors ” means Repligen and UM collectively.

1.19 “ Licensor Releasor ” and “ Licensor Released Parties ” means for each Licensor, their respective agents, servants, attorneys, employees, officers, directors, Affiliates, predecessors, successors, assigns, licensors, transferees, representatives and all persons and entities acting by, through, under, or in concert with them or any of them (but excluding BMS or any BMS Releasor to the extent that BMS or such BMS Releasor would otherwise become a Licensor Released Party or Licensor Releasor by virtue of a right or license granted in or pursuant to this Agreement).

1.20 “ Navy ” means individually and collectively the United State Department of the Navy, the Naval Medical Research Center and/or The United States of America as represented by the Secretary of the Navy.

1.21 “ Navy License Agreement ” means the Exclusive License Agreement between Repligen and the United States Department of the Navy at the Naval Medical Research Center (signed by Repligen on December 19, 2003) relating to U.S. Patent Application 08/385,194 and any amendments thereto.

1.22 “ Net Sales ” means, as to each Calendar Quarter, the gross invoiced sales prices charged for all Product sold in the U.S. during such Calendar Quarter, by or for BMS, its Affiliates and Sublicensees to Third Parties, after deduction (if not already deducted in the amount invoiced and only to the extent that such sums are otherwise included in the gross invoiced sales price) of the following items actually incurred by BMS, its Affiliates or Sublicensees during such Calendar Quarter with respect to such sales of Product in that Calendar Quarter:

(a) trade, cash, and/or quantity discounts, retroactive price reductions, charge-back payments and rebates actually taken and allowed, including discounts or rebates to governmental or managed care organizations;

(b) credits or allowances given or recorded for rejection or return of previously sold Product (including, without limitation, returns of Product in connection with recalls or withdrawals);

(c) any tax, tariff, duty or government charge (including any tax such as a value added or similar tax or government charge other than an income tax) levied on the sale, transportation or delivery of a Product and borne by the seller thereof without reimbursement from any third party;

(d) freight out, postage, shipping and insurance charges for delivery of such Product if separately set out on the invoice; and

(e) amounts written off by reason of uncollectible debt.

Net Sales and all of the foregoing deductions from the gross invoiced sales prices of Product shall be determined in accordance with BMS’s standard accounting procedures and in accordance with GAAP. In the event that BMS, its Affiliates or Sublicensees make any adjustments to such deductions after the associated Net Sales have been reported pursuant to this Agreement, the adjustments shall be reported and reconciled with the next report and payment of any royalties due under Article 4. A Product shall be considered “sold” when it is invoiced, shipped or paid for, whichever shall occur first.

In the case of any Combination Product sold in the U.S., Net Sales for such Combination Product shall be calculated by multiplying actual Net Sales of such Combination Product by the fraction A/(A+B) where A is the invoice price of the Product if sold separately without the other active ingredient(s), and B is the total invoice price of the other active ingredient(s) in the Combination Product, if sold separately. If such other active ingredient(s) in the Combination Product are not sold separately, Net Sales for the purpose of determining royalties of the Combination Product shall be calculated by multiplying actual Net Sales of such Combination Product by the fraction A/D, where A is the invoice price of the Product if sold separately, and D is the invoice price of the Combination Product. If neither the Product nor such other active ingredient(s) is sold separately, the Parties shall in good faith, determine Net Sales for such Combination Product by mutual agreement.

For avoidance of doubt, Net Sales shall be determined as set forth above based on sales of the Product in the U.S. only. Sales of Product outside of the U.S. shall not be included in the determination of Net Sales.

1.23 “ Other Patents ” means, with respect to each Licensor, all Patents Controlled by such Licensor as of the Effective Date, other than the Thompson Patent Rights, upon which such Licensor (or any Third Party obtaining rights to such Patents) could assert, now or in the future, a claim of infringement based on the manufacture, use, sale, offer for sale, exportation and/or importation of any Licensed CTLA4 Product. For clarity, Other Patents shall include: (i) all Patents filed after the Effective Date which claim priority to any of the foregoing Patents, to the extent they cover subject matter disclosed and/or claimed in the foregoing Patents; and (ii) any patent(s), other than the Thompson Patent Rights, issuing anywhere in the world from any application (including, but not limited to, divisionals, continuations, continuations-in-part and renewals) that (1) is pending on or after the Effective Date and (2) claims priority (directly or indirectly) to the application from which U.S. Patent No. 6,685,941 issued or any application to which U.S. Patent No. 6,685,941 claims priority, wherein the manufacture, use, sale, offer for sale, exportation and/or importation of any Licensed CTLA4 Product would infringe an issued claim or claims thereof.

1.24 “ Party ” means either Repligen, UM or BMS. “ Parties ” means collectively Repligen, UM and BMS.

1.25 “ Patents ” means (a) patents and patent applications in any country or jurisdiction, (b) all direct and indirect priority applications, divisionals, continuations, and continuations-in-part of any of the foregoing, and (c) all patents issuing on any of the foregoing patent applications; together with all registrations, reissues, renewals, re-examinations, confirmations, supplementary protection certificates and extensions, and applications therefor, of any of (a), (b) or (c).

1.26 “ Pending Action ” means the action pending as of the Effective Date between the Parties in the United States District Court for the Eastern District of Texas, Case No. 2:06-cv-4-TJW, relating to U.S. Patent No. 6,685,941.

1.27 “ Person ” means any individual, firm, corporation, partnership, limited liability company, trust, business trust, joint venture company, governmental authority, association or other entity.

1.28 “ Product ” means a fusion protein that contains the extracellular domain of the human CTLA4, where such protein binds to CD80 (B7-1) and/or CD86 (B7-2), and any pharmaceutical product that contains such a protein in any form, formulation, dosage or presentation. Pharmaceuticals that contain the same active ingredient shall be considered the same “Product” as one another even if marketed for different indications. Product shall exclude Belatacept and pharmaceutical products containing Belatacept. Product shall include Abatacept and the pharmaceutical product containing Abatacept being sold by BMS under the trademark ORENCIA ^® .

1.29 “ Prosecution and Maintenance ” means (a) preparing, filing and prosecuting patent applications (including, but not limited to, reissue, reexamination, continuation, continuation-in-part, divisional, and substitute applications and any foreign counterparts thereof, and extensions of the foregoing); (b) maintaining patent applications and patents; and (c) managing interferences, oppositions or similar administrative proceedings relating to any of the foregoing, and any civil action relating to the inventorship, validity or patentability of a patent or patent application that does not include a claim of patent infringement (including, but not limited to, the preparation and filing of all documents and participation in all oral hearings in connection with all the foregoing).

1.30 “ Repligen ” means Repligen Corporation and its Affiliates.

1.31 “ Royalty Term ” means the period beginning on January 1, 2008 and ending on the earlier of (i) December 31, 2013 or (ii) at such time that all claims of U.S. Patent No. 6,685,941 have been disclaimed, abandoned, lapsed or dedicated to the public or held revoked, unenforceable, unpatentable or invalid (whether through reexamination, reissue, opposition or otherwise) by a decision of a court or governmental agency of competent jurisdiction, which decision is unappealable or unappealed within the time allowed for appeal, provided that such decision does not result from any action taken by BMS or any Person acting on the behalf of, with the assistance of, or in concert with BMS.

1.32 “ Sublicensee ” means any Third Party which is sublicensed by BMS or any of its Affiliates to market and sell Product, but shall not include any wholesaler or distributor.

1.33 “ Territory ” means the entire world.

1.34 “ Third Party ” means any Person other than Repligen and its Affiliates, UM and BMS and BMS’s Affiliates.

1.35 “ Thompson Patent Rights ” means (i) U.S. Patent No. 6,685,941 issued February 3, 2004; (ii) any foreign counterpart of U.S. Patent No. 6,685,941, (iii) any patent(s) issuing anywhere in the world from any application (including, but not limited to, divisionals, continuations, continuations-in-part and renewals) claiming priority (directly or indirectly) to U.S. Patent No. 6,685,941, PCT/US93/03155, PCT/US94/06701, U.S. Ser. No. 08/385,194, U.S. Ser. No. 08/076,071, U.S. Ser. No. 12/044,679 and/or U.S. Ser. No. 10/714,055; (iv) any patents that are reissues, reexaminations, extensions, or foreign counterparts of any of the foregoing; and (v) any application from which any of the foregoing patents issue; in each case for clauses (ii) through (v), to the extent that such application or patent covers the manufacture, use, sale, offer for sale, exportation and/or importation of any Licensed CTLA4 Product.

1.36 “ UM ” means The Regents of the University of Michigan.

1.37 “ U.S. ” and “ United States ” means the United States of America, including its territories and possessions.

1.38 “ Written Approval Letter ” means the written letter agreement between Repligen and the Navy dated April 7, 2008.

ARTICLE 2

LICENSE GRANT, SETTLEMENT AND RELEASE

2.1 License . Subject to the terms and conditions of this Agreement, Repligen hereby grants to BMS an exclusive, worldwide license, with the right to grant sublicenses (in accordance with Section 2.2), under the Thompson Patent Rights and the Other Patents to make, have made, use, sell, have sold, offer for sale, import and/or export Licensed CTLA4 Product (including but not limited to Product and Belatacept) in the Territory in the Field. Subject to the terms and conditions of this Agreement, UM hereby grants, except to the extent that it has already granted such rights to Repligen (in which case UM hereby consents to the foregoing grant of rights by Repligen to BMS), to BMS an exclusive, worldwide license, with the right to grant sublicenses (in accordance with Section 2.2), under the Thompson Patent Rights and the Other Patents to make, have made, use, sell, have sold, offer for sale, import and/or export Licensed CTLA4 Product (including but not limited to Product and Belatacept) in the Territory in the Field, provided that such license granted by UM under the Other Patents shall be limited to such rights as UM Controls as of the Effective Date.

2.2 Right to Grant Sublicenses . BMS shall have the right to grant, to BMS’s Affiliates and to Third Parties (including but not limited to Sublicensees), sublicenses of the rights granted under Section 2.1 in all or part of the Territory (including on a country-by-country basis); provided that in the case of sublicenses with respect to Product: (a) BMS shall be responsible for the payment of all royalties payable based on the Net Sales of each Product sold by a Sublicensee in accordance with Article 3, (b) any such sublicense shall include (i) a provision granting to BMS audit rights similar to Licensor’s audit rights under Section 4.4 of this Agreement, which rights BMS agrees to exercise for Licensor at Licensor’s request, direction, and expense and (ii) provisions commensurate in scope with Sections 2.4(b), 5.3 and 5.4 of this Agreement, and (c) any such sublicense shall be subject to the reservations in Section 2.6 and 2.7.

2.3 Release and Non-Assertion by Licensors .

(a) In consideration of and subject to the terms and conditions of this Agreement and effective immediately after receipt into Repligen’s account of the funds subject to the wire payment referred to in Section 3.1 below, each Licensor, on behalf of itself and its Licensor Releasors, hereby releases BMS and the BMS Released Parties from any and all claims, demands and rights of action that such Licensor and its Licensor Releasors may have on account of any infringement of any Licensed Patent Controlled by such Licensor (including but not limited to the Thompson Patent Rights) that occurred prior to the Effective Date as a result of the manufacture, use, offer for sale, sale, exportation and/or importation of Licensed CTLA4 Product.

(b) In consideration of and subject to the terms and conditions of this Agreement and effective immediately after receipt into Repligen’s account of the funds subject to the wire payment referred to in Section 3.1 below, each Licensor, on behalf of itself and its Licensor Releasors, covenants not to either directly or indirectly make, file or maintain any claim, demand, lawsuit, action or cause of action, of whatever kind or character, in law or in equity (collectively, a “ Claim ”) against BMS or any BMS Released Parties, jointly or severally, which Claim asserts that the manufacture, use, sale, offer for sale, import and/or export of Licensed CTLA4 Product infringes any claim of a Licensed Patent Controlled by such Licensor (including but not limited to the Thompson Patent Rights).

(c) In consideration of and subject to the terms and conditions of this Agreement and effective immediately after receipt into Repligen’s account of the funds subject to the wire payment referred to in Section 3.1 below, each Licensor, on behalf of itself and its Licensor Releasors, hereby forever releases BMS and the BMS Released Parties from any and all claims asserted, or that could have been asserted, in the Pending Action.

2.4 Release and Non-Assertion by BMS .

(a) In consideration of and subject to the terms and conditions of this Agreement and effective immediately after receipt into Repligen’s account of the funds subject to the wire payment referred to in Section 3.1 below, BMS, on behalf of itself and its BMS Releasors, hereby releases Licensors and the Licensor Released Parties from any and all claims, demands and rights of action that BMS and its BMS Releasors may have related to the Thompson Patent Rights that arose prior to the Effective Date.

(b) In consideration of and subject to the terms and conditions of this Agreement and effective immediately after receipt into Repligen’s account of the funds subject to the wire payment referred to in Section 3.1 below, BMS, on behalf of itself and its BMS Releasors, covenants not to either directly or indirectly make, file or maintain any claim, demand, lawsuit, action or cause of action, of whatever kind or character, in law or in equity, (including by way of example litigation or administrative proceedings such as reexamination or opposition), challenging the validity or patentability of U.S. Patent 6,685,941 (collectively, a “ Patent Challenge ”), or assist or act in concert with any Third Party making any such Patent Challenge.

(c) In consideration of and subject to the terms and conditions of this Agreement and effective immediately after receipt into Repligen’s account of the funds subject to the wire payment referred to in Section 3.1 below, BMS, on behalf of itself and the BMS Releasors, hereby forever releases Licensors and the Licensor Released Parties from any and all claims asserted, or that could have been asserted, in the Pending Action.

2.5 Stipulation Of Dismissal . Repligen, UM and BMS shall, within three (3) business days after payment is made pursuant to Section 3.1 below, cause their respective counsel to execute and file in the Pending Action a stipulation of dismissal of all claims and counterclaims with prejudice, pursuant to Rule 41(a), Fed. R. Civ. P., in the form attached hereto as Exhibit A . Each Party shall bear its own costs and fees associated with the Pending Action and no request, motion, petition or otherwise for such fees and/or costs shall be made to the court with respect to the Pending Action.

2.6 Reservation of Rights for the Navy . Licensors reserve for the Navy the rights retained by the Navy in accordance with the terms with the Navy License Agreement as modified by the Written Approval Letter. For clarification, such rights reserved by the Navy are solely with respect to and solely to the extent of the Navy’s ownership interest in the “Licensed Patent”, as such term is defined in the Navy License Agreement, and in no way do any reserved or other rights of the Navy extend to rights in connection with patents or patent applications owned or controlled by BMS outside this Agreement.

2.7 Reservation of Rights for HHMI . Licensors reserve the right for HHMI, solely to the extent that UM has an obligation to reserve such rights for HHMI with respect to such patent rights, to use the Thompson Patent Rights and Other Patents for research and other non-commercial purposes only, without the right to assign or sublicense such right. For avoidance of doubt, no rights are granted expressly or by implication under this Section 2.7 by BMS under any patent rights owned or controlled by BMS (other than such reserved rights under the Thompson Patent Rights and Other Patents).

2.8 No Grant of Rights by BMS . It is expressly understood and agreed that nothing in this Agreement shall be construed as a grant to anyone of any rights under any patents owned or controlled by BMS or to require BMS to grant any such rights in the future.

ARTICLE 3

PAYMENTS AND ROYALTIES

3.1 Payments . Within five (5) business days after the Effective Date, BMS shall pay to Repligen a payment in the amount of five million dollars ($5,000,000).

3.2 Royalty Payments . In consideration of the licenses granted herein, and subject to the other provisions of this Agreement, BMS shall pay to Repligen royalties based on the Net Sales of each Product sold during the Royalty Term. The royalty payable with respect to each particular Product shall be based on the level of aggregate annual Net Sales of such Product in a given Calendar Year period by BMS, its Affiliates and Sublicensees, with the royalty rate tiered based upon the level of such aggregate Net Sales in such Calendar Year period as follows:

1.8% of annual Net Sales less than or equal to $500 million;

2% of annual Net Sales greater than $500 million and less than or equal to $1 billion;

4% of annual Net Sales greater than $1 billion.

Royalties shall be calculated using the applicable royalty rate or rates set out above and shall be determined based on the annual Net Sales of the Product for the Calendar Year in question, and shall be paid at the rate applicable to the portion of Net Sales within each of the above Net Sales tiers during such Calendar Year. By way of example, for a Product in a given Calendar Year period, if the total Net Sales of such Product in such Calendar Year period is $1.2 billion, the royalty payable by BMS to Repligen will be (1.8% x $500 million) + (2% x $500 million) + (4% x $200 million) = $27 million.

3.3 Sales To or Between BMS, its Affiliates and Sublicensees . No royalties shall be paid upon sales or transfer of Product to or between any of BMS, its Affiliates, and Sublicensees for further sale, provided that in such case royalties shall be owed upon such further sale of Product in the U.S. by BMS, its Affiliates or Sublicensees to the first independent Third Party.

3.4 No Credit Against Royalties . BMS shall not be entitled to deduct any portion of royalties paid to any third party from the royalties due to Repligen pursuant to this Agreement for any reason.

3.5 One Royalty . Only one royalty shall be payable under this Agreement with respect to the same unit of Product.

3.6 Expanded Access and Donations . No royalties shall accrue on the disposition of Product in reasonable quantities by BMS, its Affiliates or Sublicensees for promotional purposes, as part of an expanded access program or as part of Phase 4 clinical trials or as donations to non-profit institutions or government agencies, except, in each case, to the extent that BMS, its Affiliate or Sublicensees receives payment for such Product.

3.7 Royalty Term . BMS shall have no obligation to make any royalty payments or other payments to Repligen with respect to Net Sales prior to the start of the Royalty Term. For Net Sales after

the end of the Royalty Term, BMS will have no further obligation to make any royalty payments to Repligen under this Agreement and the royalty-bearing licenses and rights granted to BMS by Licensors under this Agreement shall then become fully paid-up and irrevocable, provided that all royalty payments due during the Royalty Term have been paid and the Agreement has not been terminated by any Party prior to the end of the Royalty Term, subject to Article 7.

ARTICLE 4

RECORDS, REPORTS AND PAYMENTS

4.1 Reports . Within forty-five (45) days after the end of each Calendar Quarter, BMS shall furnish to Repligen a written report with respect to the sales of all Product in the U.S. during such Calendar Quarter by BMS, its Affiliates and Sublicensees. Such report shall include (i) the Net Sales and the amount of gross receipts of Product broken down by Product and seller (i.e., BMS, each Affiliate and each Sublicensee) and (ii) the determination of royalty owed (as specified in Article 3) on Net Sales of Product; provided that, in the case where the Effective Date is after March 31, 2008, for Net Sales of Product that occurred during the period of January 1, 2008 through March 31, 2008 (the “ First Quarter ”), such report for such Net Sales shall be furnished to Repligen within the later of (x) forty-five (45) days after the end of such First Quarter or (y) twenty (20) Business Days after the Effective Date.

4.2 Manner of Payment . Concurrently with each report pursuant to Section 4.1, BMS shall make the royalty payment then due to Repligen. All payments under this Agreement shall be in Dollars and, unless otherwise agreed in writing, shall be made by wire transfer of immediately available funds to:

Citibank, 111 Wall Street, New York, NY

ABA # 021000089

A/C Bear Stearns

A/C # 09253186

Sub A/C : Repligen Corporation

Sub A/C # 220-12132

or such account of Repligen in such bank as Repligen may from time to time designate in writing. All royalty payments shall be free and clear of any taxes, duties, levies, fees or charges.

4.3 Interest . All royalty payments not made when due shall bear interest, calculated from the date such payment was due, at the annual ra