8-K - RNA - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2026

Atrium Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-43008	39-4639499
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)

Atrium Therapeutics, Inc.

10578 Science Center Drive, Suite 125
San Diego, California 92121
(Address of principal executive offices, including zip code)

(619) 876-0700

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol	Name of each exchange<br> <br>on which registered
Common Stock, par value $0.001 per share	RNA	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01	Entry into a Material Definitive Agreement

On February 26, 2026, Avidity Biosciences, Inc. (“Avidity”) completed the previously announced separation of all of its assets and liabilities exclusively related to its early stage precision cardiology programs, including ATR 1086 and ATR 1072, and certain collaboration agreements, consisting of those with Bristol-Myers Squibb Company and Eli Lilly and Company, into a separate, independent publicly traded company (the “Separation”), Atrium Therapeutics, Inc. (the “Company”). Following the Separation, Avidity completed the distribution of all of the issued and outstanding shares of common stock of Company, par value $0.001 per share, to holders of shares of Avidity’s common stock, par value $0.0001 per share, at a ratio of one share of the Company’s common stock for every ten shares of Avidity’s common stock (the “Distribution”). As announced previously, the Distribution was effective as of February 26, 2026.

As a result of the Separation and Distribution, the Company became an independent public company and commenced trading under the symbol “RNA” on The Nasdaq Global Select Market on February 27, 2026.

Amended and Restated License Agreement

On February 26, 2026, the Company entered into an Amended and Restated License Agreement (“Amended and Restated License Agreement”) with Avidity amending the original license agreement between the Company and Avidity, dated October 25, 2025 (the “Original License Agreement”), pursuant to which the Company granted to Avidity certain exclusive and non-exclusive licenses under the Company’s platform technology and other intellectual property, and Avidity granted to the Company certain exclusive and non-exclusive licenses under certain intellectual property owned or controlled by Avidity and its subsidiaries following the Separation, as further described in the section of the Information Statement (the “Information Statement”) entitled “Business—Intellectual Property—RemainCo License Agreement” filed as Exhibit 99.1 to Amendment No. 2 to the Registration Statement on Form 10 (the “Form 10”), filed by the Company with the Securities and Exchange Commission on February 17, 2026. Such information is incorporated by reference into this Item 1.01. The Amended and Restated License Agreement expands the scope of intellectual property licensed between Avidity and the Company under the Original License Agreement.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Amended and Restated License Agreement, which is attached as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.

Transition Services Agreement

On February 26, 2026, Avidity and the Company entered into a Transition Services Agreement (the “TSA”). Pursuant to the TSA, Avidity will provide certain transition services to the Company, and the Company will provide certain nominal transition services to Avidity. The TSA further reflects agreement between Avidity and the Company regarding certain Company personnel matters, including an agreed-upon retention program for service providers of the Company.

The foregoing description of the TSA is not complete and is qualified in its entirety by reference to the full text of the TSA, which is attached as Exhibit 10.2 hereto and is incorporated into this Item 1.01 by reference.

Item 5.01.	Changes in Control of Registrant.

Immediately prior to the Separation and Distribution, Avidity was the sole stockholder of the Company. Following completion of the Separation and Distribution, the Company became an independent, publicly traded company, and Avidity retains no ownership interest in the Company.

The description of the Separation and Distribution included under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

Item 5.02.	Departure of Directors or Certain Officers; Election; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Directors

On February 26, 2026, in connection with the Distribution, the following people were elected as directors:

•	Carsten Boess
•	W. Michael Flanagan
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•	Simona Skerjanec
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•	Troy Wilson
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Class I of the Board consists of Ms. Skerjanec and Mr. Boess, and their respective terms will expire at the Company’s first annual meeting of stockholders to be held after the completion of the Distribution.

Class II of the Board consists of Mr. Wilson and Mr. Flanagan, and their respective terms will expire at the Company’s second annual meeting of stockholders to be held after the completion of the Distribution.

Information concerning these individuals, including biographical and compensation information and the information required by Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”), is included in the Information Statement in the section entitled “Corporate Governance and Management.” Such information is incorporated by reference into this Item 5.02.

Mr. Boess, Ms. Skerjanec and Mr. Wilson were appointed to serve as members of the Audit Committee of the Board.

Ms. Boyce, Ms. Skerjanec and Mr. Wilson were appointed to serve as members of the Human Capital Management Committee of the Board.

Each of the non-employee directors of the Company will receive compensation for their service as a director or committee member in accordance with the plans and programs more fully described in the Information Statement under the section entitled “Corporate Governance and Management—Non-Employee Director Compensation,” which is incorporated into this Item 5.02 by reference.

There are no arrangements or understandings between any of the individuals listed above and any other person pursuant to which such individuals were selected as directors. There are no transactions involving any of the individuals listed above that would be required to be reported under Item 404(a) of Regulation S-K of the Securities Act.

Executive Officers

In connection with the Distribution, the following individuals were elected to the positions set forth in the table below:

Name	Position
Kathleen Gallagher	President
Brendan Winslow	Chief Financial Officer

Biographical information for each of the executive officers named above can be found in the Information Statement under the section entitled “Corporate Governance and Management—Executive Officers,” which is incorporated into this Item 5.02 by reference.

Except as disclosed in the Information Statement in the section entitled “Certain Relationships and Related Person Transactions,” none of the executive officers set forth above is, or has been since January 1, 2023, a participant in any transaction involving the Company, and is not a participant in any proposed transaction with the Company, in each case, required to be disclosed pursuant to Item 404(a) of Regulation S-K of the Securities Act.

Employment Agreements with Certain Executive Officers

On February 26, 2026, the Company entered into employment agreements with each of the executive officers set forth above. A summary of the employment agreements with each of the executive officers can be found in the section entitled “Executive Compensation—Employment Agreements” of the Information Statement and is incorporated into this Item 5.02 by reference.

The descriptions of the foregoing agreements are not complete and are qualified in their entirety by reference to the full text of those agreements, which are attached as Exhibits 10.3 through 10.4 hereto and incorporated into this Item 5.02 by reference.

Certain Compensatory Plans

As described in the Information Statement, certain compensatory plans in which the Company’s executive officers and directors will participate have been adopted by the Company in connection with the Separation and Distribution. The Company’s 2026 Incentive Award Plan and 2026 Employee Stock Purchase Plan are each described in the Information Statement under “Executive Compensation—2026 Incentive Award Plan,” and “Executive Compensation—2026 Employee Stock Purchase Plan,” respectively.

The descriptions of the foregoing plans are not complete and are qualified in their entirety by reference to, the full text of the forms of plans, which are attached as Exhibits 10.5 and 10.6, respectively, to the Form 10, each of which is incorporated into this Item 5.02 by reference.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amended and Restated License Agreement, dated as of February 26, 2026, by and between Avidity Biosciences, Inc. and Atrium Therapeutics, Inc.*
10.2	Transition Services Agreement, dated as of February 26, 2026, by and between Avidity Biosciences, Inc. and Atrium Therapeutics, Inc.*
10.3	Employment Agreement, dated as of February 26, 2026, by and between Atrium Therapeutics, Inc. and Kathleen Gallagher#
10.4	Employment Agreement, dated as of February 26, 2026, by and between Atrium Therapeutics, Inc. and Brendan Winslow#
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K of the Securities Act. The omitted information is not material and is the type of information the Company customarily and actually treats as private or confidential. The Company has determined that the information is both (i) not material and (ii) of the type that the Company treats as private and confidential.
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#	Indicates a management contract or any compensatory plan, contract or arrangement.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 27, 2026

Atrium Therapeutics, Inc.
By:	/s/ Kathleen Gallagher
	Kathleen Gallagher
	Chief Executive Officer

EX-10.1

Exhibit 10.1

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Such omitted information has been noted in this document with a placeholder identified by the mark “[***]”.

AMENDED AND RESTATED LICENSE AGREEMENT

by and between

AVIDITYBIOSCIENCES, INC.

and

ATRIUM THERAPEUTICS, INC.

February 26, 2026

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS; INTERPRETATION	2
ARTICLE 2 LICENSES; EXCLUSIVITY	17
ARTICLE 3 RIGHT OF FIRST NEGOTIATION	27
ARTICLE 4 INTELLECTUAL PROPERTY	31
ARTICLE 5 CONFIDENTIALITY; PUBLICATION	35
ARTICLE 6 TERM AND TERMINATION	37
ARTICLE 7 REPRESENTATIONS AND WARRANTIES; COVENANTS	37
ARTICLE 8 INDEMNIFICATION; LIABILITY; INSURANCE	41
ARTICLE 9 GENERAL PROVISIONS	44

EXHIBITS

EXHIBIT 1.79 – LILLY TARGETS
EXHIBIT 1.122 – REMAINCO SPECIFIED TARGETS
EXHIBIT 1.127 – SPECIFIED LICENSE
EXHIBIT 1.136 – SPINCO PLATFORM TECHNOLOGIES
EXHIBIT 1.155– UPSTREAM LICENSES
EXHIBIT 7.2(D) – SPINCO PATENTS

AMENDED AND RESTATED LICENSE AGREEMENT

This AMENDED AND RESTATED LICENSEAGREEMENT (this “Agreement”) is made as of February 26, 2026 (the “Execution Date”), by and between Avidity Biosciences, Inc., a Delaware corporation (“Company” or “RemainCo”) and Atrium Therapeutics, Inc. (formerly known as Bryce Therapeutics, Inc.), a Delaware corporation (“SpinCo”). RemainCo and SpinCo are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, Novartis AG, a company limited by shares (Aktiengesellschaft) incorporated under the laws of Switzerland (“Parent”), Ajax Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company have, substantially contemporaneously with the execution and delivery of the Original License Agreement (as defined below), entered into that certain Agreement and Plan of Merger, dated as of October 25, 2025 (as may be amended from time to time, the “Merger Agreement”), pursuant to which, among other things, the parties agreed that the Merger Sub will be merged with the Company, with the Company surviving as a wholly owned subsidiary of Parent;

WHEREAS, in connection with the transactions contemplated by the Merger Agreement, Parent, Merger Sub and Company have, substantially contemporaneously with the execution and delivery of the Original License Agreement, entered into that certain Separation and Distribution Agreement, dated as of October 25, 2025 (the “Separation and DistributionAgreement”, and together with any other agreements executed and delivered in connection with the Merger Agreement, including the Transition Services Agreement (as defined in the Merger Agreement) and the Merger Agreement, the “Transaction Documents”), pursuant to which, among other things, the parties agreed to the separation of the SpinCo Business and SpinCo Assets, on the one hand, and the RemainCo Business and RemainCo Assets, on the other hand (each as defined in the Separation and Distribution Agreement);

WHEREAS, in connection with the transactions contemplated by the Transaction Documents, SpinCo will own or otherwise Control certain Intellectual Property Rights that are necessary or useful for the RemainCo Business, including certain Intellectual Property Rights related to the SpinCo Platform, and SpinCo desires to grant to RemainCo, and RemainCo desires to obtain from SpinCo, certain rights with respect to such Intellectual Property Rights, including the right to obtain a future assignment of certain Intellectual Property Rights;

WHEREAS, such rights granted by SpinCo to RemainCo, including such right to obtain a future assignment of Intellectual Property Rights, are an integral part of the transactions contemplated by the Transaction Documents and the consideration thereunder;

WHEREAS, in connection with the transactions contemplated by the Transaction Documents, SpinCo and RemainCo entered into a License Agreement, dated as of October 25, 2025 (such date, the “Original Execution Date” and such agreement, the “Original License Agreement”) for the purpose of setting forth the terms and conditions pursuant to which SpinCo will grant such rights to RemainCo and RemainCo will grant certain related rights to SpinCo; and

WHEREAS, SpinCo and RemainCo desire to amend and restate the Original License Agreement in its entirety as set forth in this Agreement to contemplate additional rights to be granted as between the Parties and certain other amendments as set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS; INTERPRETATION

Unless the context otherwise requires, the terms in this Agreement with initial letters capitalized shall have the meanings set forth below:

1.1 “AAA” has the meaning set forth in Section 9.4(b).

1.2 “Acquiror” shall have the meaning set forth in Section 2.8(c).

1.3 “Act” means the United States Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § 301 et seq., as may be amended from time to time.

1.4 “Affiliate” means, with respect to any Person, any other Person that now or hereinafter controls, is controlled by, or is under common control with, such Person, for so long as such control exists. For purposes of this definition, “control” shall mean direct or indirect ownership of at least fifty percent (50%) of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or fifty percent (50%) or more of the equity interest, in the case of any other type of legal entity, status as a general partner in any partnership or any other arrangement whereby the Person controls or has the right to control the board of directors or equivalent governing body of a corporation or other entity, or the ability to direct the management and policies of a corporation or other entity. The Parties acknowledge that, in the case of entities organized under the laws of certain countries where the maximum percentage ownership permitted by law for a foreign investor is less than fifty percent (50%), such lower percentage shall be substituted in the preceding sentence; provided, that such foreign investor has the power to direct the management and policies of such entity.

1.5 “Agreement” has the meaning set forth in the Preamble.

1.6 “Applicable Laws” means any national, international, supra-national, federal, state or local laws, treaties, statutes, ordinances, rulings, rules and regulations, including any rules, regulations, guidance or guidelines, or requirements of any regulatory authorities, national securities exchanges or securities listing organizations, governmental authorities, courts, tribunals, agencies, legislative bodies and commissions that are in effect from time to time during the Term and applicable to any particular activity hereunder, including GCP, GMP, GLP and GVP, as applicable.

1.7 “Assignment Effective Date” has the meaning set forth in Section 2.2(a).

1.8 “BLA” means a Biologics License Application as defined in the Act and the

regulations promulgated thereunder.

1.9 “BMS” has the meaning set forth in Section 1.10.

1.10 “BMS Agreement” means that certain Research Collaboration and License Agreement entered into by and between the Company and Bristol-Myers Squibb Company (“BMS”), dated November 27, 2023, but excluding any subsequent amendments, modifications or restatements thereof.

1.11 [***]

1.12 [***]

1.13 “Board” has the meaning set forth in Section 3.2(a).

1.14 “Business Day” means any day on which banks are not required or authorized by Applicable Laws to close in Basel, Switzerland, Zurich, Switzerland or New York, New York.

1.15 “CalendarYear” means any calendar year ending on December 31 or the applicable part thereof during the first or last calendar year of the Term.

1.16 “Cardiovascular Field” means, with respect to a therapeutic, solely indications where such therapeutic is targeting cardiomyocytes.

1.17 “Cardiovascular Product” means any RNA therapeutic leveraging SpinCo Platform Technology where the therapeutic’s primary effect is on cardiomyocytes.

1.18 “Change of Control Transaction” means, with respect to SpinCo or its Affiliate or, if such entity is controlled (within the meaning of Section 1.4), directly or indirectly (through one (1) or more intermediaries), by another Person, such ultimate controlling Person (the “Controlling Person”), a transaction with a Third Party(ies) involving, (a) the acquisition, merger or consolidation, directly or indirectly, of SpinCo or its Affiliate or, if there is a Controlling Person, such Controlling Person (rather than the SpinCo or its Affiliate), as applicable, and, immediately following the consummation of such transaction, the shareholders of SpinCo or its Affiliate or Controlling Person, as the case may be, immediately prior thereto holding, directly or indirectly, as applicable, shares of capital stock of the surviving or continuing company representing less than fifty percent (50%) of the outstanding shares of such surviving or continuing company, (b) the sale of all or substantially all of the assets or business of such Party or, if there is a Controlling Person, such Controlling Person (rather than such Party), as the case may be, or (c) a Person, or group of Persons acting in concert, acquiring, directly or indirectly, more than fifty percent (50% ) of the voting equity securities or management control of such Party or, if there is a Controlling Person, such Controlling Person (rather than such Party), as the case may be. For the avoidance of doubt, a “Change of Control Transaction” includes a Sale (as defined in the Separation and Distribution Agreement).

1.19 “Claim” means any demand, claim, action, litigation, arbitration or other proceeding brought by a Third Party.

1.20 [***]

1.21 “Clinical Trial” means any clinical study in humans that is conducted in accordance with GCP and is designed to generate data in support or maintenance of an NDA, MAA or other similar marketing application.

1.22 “CMC” means chemistry, manufacturing and controls.

1.23 “CMO” means a contract manufacturing organization.

1.24 “Code” means the United States Bankruptcy Code, 11 U.S.C. § 101 et seq.

1.25 “Commercialize” or “Commercialization” means any and all activities directed to branding, marketing, promoting, pricing, distributing, importing, exporting, offering to sell or selling a product or conducting other commercialization (or handling any such action taken on one’s behalf), including any and all activities directed to obtaining Pricing Approvals and any and all Pre-Marketing Activities. For clarity, Commercialization shall not include Manufacturing.

1.26 “Company” has the meaning set forth in the Recitals.

1.27 “Competitive Business” has the meaning set forth in Section 2.8(a).

1.28 “Confidential Information” means, with respect to a Party, all Know-How and other proprietary information and data, including information of a financial, commercial or technical nature, that is disclosed by or on behalf of such Party or any of its Affiliates or otherwise made available to the other Party or any of its Affiliates, whether made available orally, in writing or in electronic form, in connection with this Agreement or the Transition Services Agreement on or after the Effective Date, including any such Know-How, proprietary information or data comprising or relating to concepts, discoveries, inventions, data, designs, information or formulae. Notwithstanding the foregoing, (a) the existence of, and the terms and conditions of, this Agreement and the Transition Services Agreement shall be deemed to constitute the Confidential Information of each Party and (b) all Know-How and other proprietary information with respect to the SpinCo Platform or SpinCo Platform Improvements (such Confidential Information, “Platform Information”) shall be deemed to constitute the Confidential Information of RemainCo.

1.29 “Control” or “Controlled” means, with respect to a Party and any Know-How, Patent Rights, other Intellectual Property Rights, including any proprietary or trade secret information, the legal authority or right (whether by ownership, license or otherwise, other than pursuant to a license granted under this Agreement) of such Party or any of its Affiliates to grant a license or a sublicense of or under, or access to or right to use, such Know-How, Patent Rights, or Intellectual Property Rights to another Person, or to otherwise disclose such proprietary or trade secret information to another Person, without breaching the terms of any agreement with a Third Party.

1.30 “Controlling Person” has the meaning set forth in Section 1.18.

1.31 “CTA” means clinical trial application.

1.32 “Develop” or “Development” means any and all pre-clinical development activities (excluding discovery activities) and clinical drug development activities in connection with obtaining Regulatory Approval in the applicable country or regulatory jurisdiction for any product, in each case, whether alone or for use together, or in combination, with another active agent or pharmaceutical or other product, including test method development and stability testing, assay development and toxicology (including GLP toxicology studies), formulation, quality assurance/quality control development, technical development, process development, manufacturing scale-up, development-stage manufacturing, analytical method validation, manufacturing process validation, cleaning validation, statistical analysis, report writing, non-clinical and clinical studies, packaging development, regulatory affairs, and the preparation, filing and prosecution of BLAs, MAAs and other applications for Regulatory Approval for such pharmaceutical or other product, as well as any and all regulatory activities related to any of the foregoing and activities that are otherwise reasonably necessary or useful in anticipation of or in preparation of Commercialization of a product. For clarity, Development shall not include Manufacturing nor the conduct of any post-approval Clinical Trial. “Developing” shall be construed accordingly.

1.33 “DevelopmentCandidate” has the meaning set forth in Section 3.1(a).

1.34 “Development CandidateROFN” has the meaning set forth in Section 3.1(a).

1.35 “Development Candidate ROFNExercise Notice” has the meaning set forth in Section 3.1(a).

1.36 “DevelopmentCandidate ROFN Exercise Period” has the meaning set forth in Section 3.1(a).

1.37 “Development Candidate ROFN Expiration” has the meaning set forth in Section 3.1(b).

1.38 “Development Candidate ROFN Negotiation Period” has the meaning set forth in Section 3.1(a).

1.39 “Development Candidate ROFN Notice” has the meaning set forth in Section 3.1(a).

1.40 “Directed to” means, with respect to (a) a compound, product, or therapy and (b) a Target, [***].

1.41 “Disclosing Party” has the meaning set forth in Section 5.1(a).

1.42 “Dispute” has the meaning set forth in Section 9.4(a).

1.43 “Dollar” means the U.S. dollar, and “$” shall be interpreted accordingly.

1.44 “[***]” has the meaning set forth in Section 1.45.

1.45 “[***]” means [***].

1.46 “[***]” has the meaning set forth in Section 1.45.

1.47 “[***]” has the meaning set forth in the [***].

1.48 “[***]” means:

[***]

1.49 “[***]” means [***].

1.50 “Effective Date” means the Distribution Date (as defined in the Separation and Distribution Agreement); provided, however, that, if the Distribution Date does not occur because SpinCo undergoes a Change of Control Transaction prior to the Distribution Date having occurred, then the Effective Date will be deemed to have occurred upon the completion of the Change of Control Transaction.

1.51 “ExcludedProduct” means [***].

1.52 “Execution Date” has the meaning set forth in the Preamble.

1.53 “Executive Officers” means, (a) for SpinCo, the Chief Executive Officer or his/her designee, and (b) for RemainCo, the Chief Executive Officer or his/her designee.

1.54 “Existing RemainCo Compounds and Products” has the meaning set forth in Section 2.9(b).

1.55 “Existing Third Party Agreements” means the BMS Agreement and the Lilly Agreement.

1.56 “Existing Third Party Rights” means: (a) with respect to any SpinCo Patent that is licensed to BMS under the BMS Agreement, any rights granted to BMS with respect to the prosecution, enforcement or defense of such SpinCo Patent as of the Effective Date; (b) with respect to any SpinCo Patent that is licensed to Lilly under the Lilly Agreement, any rights granted to Lilly with respect to the prosecution, enforcement or defense of such SpinCo Patent as of the Effective Date; and (c) with respect to any SpinCo Patent that is Controlled by SpinCo pursuant to an Upstream License, any rights granted to or retained by the applicable Upstream Licensor with respect to the prosecution, enforcement or defense of such SpinCo Patent as of the Effective Date.

1.57 “Exploit” means, with respect to a product, to Research, have Researched, Develop, have Developed, make, have made, use, have used, import, have imported, Manufacture, have Manufactured, Commercialize, have Commercialized or otherwise exploit or have exploited such product. “Exploitation” and “Exploiting” will be construed accordingly.

1.58 “Extensions” has the meaning set forth in Section 4.4.

1.59 “FDA” means the United States Food and Drug Administration or any successor entity thereto.

1.60 “Field” means all uses in humans and animals.

1.61 “FTE” means a full-time, dedicated, non-executive officer, non-administrative person year or, in the case of less than a full-time, dedicated, non-executive officer, non-administrative person year, a full-time equivalent person year, in each case, based upon a total of [***] ([***]) hours of activities under this Agreement per year. In the case that any full-time person works partially on activities under this Agreement and partially on other work in a given year, then the full-time equivalent to be attributed to such person’s work hereunder shall be equal to the percentage of such person’s total work time in such year or portion thereof that such person spent working on such activities under this Agreement. In no event shall any one (1) person be counted as more than one (1) FTE. For clarity, indirect personnel (including support functions such as managerial, financial, legal or business development) shall not constitute FTEs.

1.62 “FTE Rate” means the rate of [***] ($[***]) per FTE per Calendar Year. For the avoidance of doubt, such rate is intended to cover the cost of salaries, benefits, infrastructure costs, travel, general laboratory or office supplies, postage, insurance, training and all other general expenses and overhead items.

1.63 “GCP” means the then-current good clinical practice standards for Clinical Trials for pharmaceutical products, as set forth in the Act or other Applicable Laws, and such standards of good clinical practice as are required by the applicable Regulatory Authority(ies) for which the applicable pharmaceutical product is intended to be developed, to the extent such standards are not less stringent than United States GCP.

1.64 “GLP” means the then-current good laboratory practice standards as promulgated or endorsed by FDA as defined in 21 C.F.R. Part 58 or the successor thereto, or comparable regulatory standards in jurisdictions outside the United States.

1.65 “GMP” means the then-current good manufacturing practices as specified in 21 C.F.R. Parts 11, 210 and 211, ICH Guideline Q7A, or equivalent laws, rules, or regulations of an applicable Regulatory Authority at the time of manufacture.

1.66 “Governmental Authority” means any national, international, federal, state, provincial or local government, or political subdivision thereof, any multinational organization or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or any tribunal (or any department, bureau or division thereof, or any governmental arbitrator or arbitral body).

1.67 “GVP” means the then-current set of measures for: (a) the performance of pharmacovigilance; and (b) monitoring the safety of medicines on sale to the public in the U.S. and other countries.

1.68 “IND” means an Investigational New Drug application in the U.S. filed with the FDA or the corresponding application for the investigation of pharmaceutical products, including in Clinical Trials, in any other country or group of countries (including CTAs), as defined in the Applicable Laws and filed with the Regulatory Authority of such country or group of countries.

1.69 “Indemnification Claim Notice” has the meaning set forth in Section 8.3(a).

1.70 “Indemnified Party” has the meaning set forth in Section 8.3(a).

1.71 “Indemnifying Party” has the meaning set forth in Section 8.3(a).

1.72 “Insolvency Event” means (a) the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, including such proceedings commenced by SpinCo seeking to have an order for relief entered with respect to SpinCo, seeking to adjudicate SpinCo as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to SpinCo or its debts; (b) the appointment of a receiver, trustee, custodian, conservator or other similar official over all or substantially all property of SpinCo; (c) an assignment of a substantial portion of the assets for the benefit of creditors by SpinCo; or (d) SpinCo taking any action in furtherance of, or indicating its

consent to, approval of, or acquiescence in, any of the matters set forth in sub-clauses (a), (b), or (c).

1.73 “Intellectual Property Rights” means any Know-How, Patent Rights, copyrights, database rights, design rights, inventions, confidential information, applications for any of the above, and any similar right recognized from time to time in any jurisdiction including any applications for registration of the foregoing, together with all rights of action in relation to the infringement of any of the above as exist anywhere in the world.

1.74 “Invention” means any invention, discovery, process or other Know-How that is discovered, generated, conceived or reduced to practice by or on behalf of a Party or its Affiliates or Sublicensees through activities conducted under this Agreement or the Transition Services Agreement, through the exercise of the licenses granted under this Agreement or, in the case of SpinCo or its Affiliates, through activities conducted using any SpinCo Platform Technology, including all right, title and interest in and to the Intellectual Property Rights thereof, including Patent Rights, therein and thereto.

1.75 “Know-How” means any and all commercial, technical, scientific and other types of (a) data (including datasets), documents, information, conclusions, inventions (whether patentable or not), discoveries, know-how, technology, protocols, assays, methods, processes, formulae, instructions, techniques, designs, drawings or specifications (including biological, chemical, pharmacological, toxicological, pharmaceutical, physical, analytical, preclinical, clinical, safety, manufacturing and quality control data and information); and (b) Materials.

1.76 “Licensed SpinCo Technology” means (a) any and all Patent Rights, Know-How or other Intellectual Property Rights, in each case, owned or Controlled by SpinCo or any of its Affiliates as of the Effective Date (including all SpinCo Intellectual Property, as defined in the Separation and Distribution Agreement), (b) any and all Patent Rights that claim or disclose any Know-How set forth in clause (a), whether existing as of the Effective Date or thereafter during the Term, and (c) any and all SpinCo Platform Technology not otherwise described in clauses (a) and (b) (with respect to any SpinCo Platform Technology in clauses (a) through (c), until such time as such SpinCo Platform Technology is assigned to RemainCo in accordance with Section 2.2).

1.77 “Lilly” has the meaning set forth in Section 1.78.

1.78 “Lilly Agreement” means that certain Research Collaboration and License Agreement entered into by and between the Company and Eli Lilly and Company (“Lilly”), dated April 17, 2019, but excluding any subsequent amendments, modifications or restatements thereof.

1.79 “Lilly Target” means any Target set forth on Exhibit 1.79, for so long as such Target constitutes a “Collaboration Target” under the Lilly Agreement.

1.80 “Losses” means any and all losses, liabilities, costs, damages and expenses, including reasonable attorneys’ fees and costs.

1.81 “MAA” means an application for the authorization to market a pharmaceutical product in any country or group of countries outside the United States, as defined in the Applicable

Laws and filed with the Regulatory Authority of such country or group of countries.

1.82 “Manufacture” or “Manufacturing” means, with respect to a product (or any components or process steps involving any such product), any and all activities related to or undertaken in connection with the planning, sourcing and purchasing of materials, producing, manufacturing (including CMC, processing, compounding, filling, finishing, packing, primary packaging, secondary packaging and serialization), labeling, leafleting, assembly, serialization, quality assurance, quality control testing and release, shipping, storage, waste disposal, stability testing and sample retention of such product (or any components or process steps involving any such product) and such other matters as may be prescribed for the manufacture and supply of such product.

1.83 “Manufacturing Know-How” means any and all SpinCo Know-How that is used in or useful for or otherwise related to Manufacturing of any Existing RemainCo Compound or Product.

1.84 “Manufacturing Process” has the meaning set forth in Section 2.9(b).

1.85 “Manufacturing Technology Transfer” has the meaning set forth in Section 2.9(b).

1.86 “Materials” means any tangible compositions of matter, articles of manufacture, assays, chemical, biological or physical materials, and other similar materials, including raw ingredients, intermediates, excipients, processing aids, active pharmaceutical ingredients, packaging and labelling materials and components (including printed and non-printed components, where applicable).

1.87 “Merger Agreement” has the meaning set forth in the Recitals.

1.88 “Merger Sub” has the meaning set forth in the Recitals.

1.89 “Oligo” means [***].

1.90 “Original Execution Date” has the meaning set forth in the Recitals.

1.91 “Original License Agreement” has the meaning set forth in the Recitals.

1.92 “Parent” has the meaning set forth in the Recitals.

1.93 “Party” or “Parties” has the meaning set forth in the Preamble.

1.94 “Patent Rights” means all patents and patent applications, including all divisionals, continuations, substitutions, continuations-in-part, re-examinations, reissues, additions, renewals, extensions, registrations, supplemental protection certificates, utility models, design patents and the like of any of the foregoing.

1.95 “Person” **** means any individual, partnership, limited liability company, firm, corporation, association, trust, unincorporated organization, Governmental Authority or other entity.

1.96 “Platform Information” has the meaning set forth Section 1.28.

1.97 “Pre-Marketing Activities” means any and all marketing activities undertaken prior to and in preparation for the launch of a product, including activities relating to market research, key opinion leader development, advisory boards, medical education, disease-related public relations, health care economic studies, sales force training and other pre-launch activities prior to such launch.

1.98 “Pricing Approval” means, in any country where a Governmental Authority, in parallel with or subsequent to the granting of Regulatory Approval, authorizes reimbursement for, or approves or determines pricing for, pharmaceutical products, 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).

1.99 “Product Infringement” has the meaning set forth in Section 4.3(a).

1.100 [***]

1.101 “Prospective Transaction” has the meaning set forth in Section 3.2(a).

1.102 “Prospective Transaction Event” has the meaning set forth in Section 3.2(a).

1.103 “Prospective Transaction MFN Notice” has the meaning set forth in Section 3.2(c).

1.104 “Prospective Transaction MFN Response Notice” has the meaning set forth in Section 3.2(c).

1.105 “Prospective Transaction ROFN” has the meaning set forth in Section 3.2(a).

1.106 “Prospective Transaction ROFN Exercise Notice” has the meaning set forth in Section 3.2(a).

1.107 “Prospective Transaction ROFN Exercise Period” has the meaning set forth in Section 3.2(a).

1.108 “Prospective Transaction ROFNExpiration” has the meaning set forth in Section 3.2(b).

1.109 “ProspectiveTransaction ROFN Notice” has the meaning set forth in Section 3.2(a).

1.110 “Prospective Transaction ROFN Negotiation Period” has the meaning set forth in Section 3.2(a).

1.111 “Prospective Transaction ROFN Notice” has the meaning set forth in Section 3.2(a).

1.112 “Publications” has the meaning set forth in Section 5.4.

1.113 “Questionnaire for Third Parties” means any questionnaire for Third Parties relating to compliance topics, including anti-bribery compliance that SpinCo has received from RemainCo or its representatives as part of its Third Party risk management processes at any time and any updates of such questionnaires.

1.114 “Receiving Party” has the meaning set forth in Section 5.1(a).

1.115 “Regulatory Approval” means all licenses, registrations, authorizations and approvals (including approvals of BLAs and MAAs, supplements and amendments, pre- and post- approvals and labeling approvals) necessary for the Commercialization of a product in a given country or regulatory jurisdiction.

1.116 “Regulatory Authority” **** means with respect to a country in the Territory, any national, supra-national, regional, state or local regulatory agency, department, bureau, commission, council or other Governmental Authority involved in assessing or granting Regulatory Approvals (including Pricing Approvals) for pharmaceutical products in such country.

1.117 “RemainCo” has the meaning set forth in the Preamble.

1.118 “RemainCo Indemnitees” has the meaning set forth in Section 8.1.

1.119 “RemainCo Licensed Technology” means any and all RemainCo Intellectual Property (as defined in the Separation and Distribution Agreement) that (a) exists as of the Effective Date, (b) is not exclusively used in the RemainCo Business as of the Effective Date and (c) is owned by RemainCo as of the Effective Date.

1.120 “RemainCo Product” means any compound or product in or arising from any RemainCo Program, including any compound or product Directed to one or more RemainCo Specified Targets.

1.121 “RemainCo Program” means any discovery, research or development program that is part of the RemainCo Business (as defined in the Separation and Distribution Agreement), including those programs for the discovery, research or development of compounds or products Directed to one or more RemainCo Specified Targets.

1.122 “RemainCo Specified Target” means each Target set forth on Exhibit 1.122.

1.123 “Research” means any and all research and discovery activities, including molecular biology, biochemistry, and pre-clinical pharmacology, in vitro assays, in vivo assays, the identification of new biological agents, and activities related to the design, discovery, generation, identification, profiling, characterization, production, process development, cell line development, pre-clinical development or pre-clinical studies of drug candidates and products.

1.124 [***]

1.125 “Rules” has the meaning set forth in Section 9.4(b).

1.126 “Separation and Distribution Agreement” has the meaning set forth in the Recitals.

1.127 “Specified License” has the meaning set forth in Exhibit 1.127.

1.128 “Specified Licensor” has the meaning set forth in Exhibit 1.127.

1.129 “SpinCo” has the meaning set forth in the Preamble.

1.130 “SpinCo Assigned Patents” has the meaning set forth in Section 4.2(b)(i).

1.131 “SpinCo Assigned Technology” means any and all SpinCo Platform Technology assigned to RemainCo pursuant to Section 2.2.

1.132 [***]

1.133 “SpinCo Indemnitees” has the meaning set forth in Section 8.2.

1.134 “SpinCo Know-How” means any and all Know-How within the Licensed SpinCo Technology.

1.135 “SpinCoPatents” means any and all Patent Rights within the Licensed SpinCo Technology. Solely for purposes of Article 4, any and all Patent Rights within the SpinCo Assigned Technology will continue to be deemed a SpinCo Patent following the assignment thereof to RemainCo.

1.136 “SpinCo Platform” means the Company’s (as of each of the Original Execution Date and the Execution Date) or SpinCo’s (as of the Effective Date) platform technology relating to oligonucleotide-based therapeutics or delivery technologies, including all uses and processes involved in the use of such platform technologies, and all modifications thereto. Without limiting the foregoing, the SpinCo Platform includes those technologies described on Exhibit 1.136.

1.137 “SpinCo Platform Improvements” means any technology relating to oligonucleotide-based therapeutics or delivery technologies, including all uses and processes involved in the use of such platform technologies, and all modifications thereto, including all improvements, modifications or derivatives of the SpinCo Platform or other Know-How related to the SpinCo Platform, in each case, that are invented, reduced to practice, conceived or developed by or on behalf of SpinCo or its Affiliates following the Effective Date or otherwise Controlled by SpinCo or its Affiliates following the Effective Date.

1.138 “SpinCo PlatformTechnology” means any and all (a) Scheduled Platform IP (as defined in the Separation and Distribution Agreement) and (b) other Patent Rights, Know-How or other Intellectual Property Rights, in each case, (i) owned or Controlled by SpinCo or any of its Affiliates as of the Effective Date or during the Term or (ii) invented, generated or otherwise

developed by or on behalf of SpinCo or any of its Affiliates during the Term, in each case ((i) and (ii)), that (A) are used in the SpinCo Platform or the SpinCo Platform Improvements, (B) constitute or comprise (or, in the case of Patent Rights, claim or disclose) any component(s) of the SpinCo Platform or a SpinCo Platform Improvement, or (C) are otherwise necessary or useful for the use of the SpinCo Platform or the SpinCo Platform Improvements except, with respect to the Intellectual Property Rights in this subclause (b)(ii)(C), in the event of a Change of Control Transaction of SpinCo, any Patent Rights owned or controlled by the acquiror of SpinCo or any of the acquiror’s affiliates (other than SpinCo and any Affiliates of SpinCo existing immediately prior to the consummation of such Change of Control Transaction) as of the date of such Change of Control Transaction or that come into the ownership or control of the acquiror or any such affiliate following such Change of Control Transaction through activities segregated through internal processes, policies and procedures and systems from any SpinCo Platform Technology, SpinCo Assigned Technology or RemainCo Licensed Technology (and personnel using or practicing any of such Intellectual Property Rights), shall not be deemed to be SpinCo Platform Technology unless (x) any such Patent Rights were, immediately prior to the consummation of such Change of Control Transaction, already SpinCo Platform Technology or (y) any invention claimed or disclosed in such Patent Rights was made through the use of SpinCo Platform Technology, SpinCo Assigned Technology or RemainCo Licensed Technology.

1.139 “Sublicensee” means any Third Party (excluding distributors and wholesalers) to whom a Party or any of its Affiliates has granted a sublicense under any of the rights licensed to such Party or any of its Affiliates hereunder.

1.140 “[***]” means [***].

1.141 “[***]” means [***].

1.142 “[***]” means [***].

1.143 “[***]” means [***].

1.144 “[***]” means [***].

1.145 “Target” means any gene [***]

1.146 [***]

1.147 “Term” has the meaning set forth in Section 6.1.

1.148 “Territory” means worldwide.

1.149 “Third Party” means any Person other than a Party or an Affiliate of a Party.

1.150 “Third Party Acquiror Product” has the meaning set forth in Section 2.8(c).

1.151 “Third Party Code” has the meaning set forth in Section 7.3.

1.152 “Transaction Documents” has the meaning set forth in the Recitals.

1.153 “Transition Services Agreement” has the meaning set forth in the Merger Agreement.

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

1.155 “Upstream License” means any agreement between SpinCo or any of its Affiliates, on the one hand, and a Third Party licensor (each, an “Upstream Licensor”), on the other hand, that exist as of the Effective Date under which SpinCo or any of its Affiliates Controls any Patent Rights or Know-How constituting Licensed SpinCo Technology. The Upstream Licenses in existence as of the Execution Date are set forth on Exhibit 1.155.

1.156 “Upstream Licensor” has the meaning set forth in Section 1.155.

1.157 Interpretation. The Parties agree that the terms and conditions of this Agreement are the result of negotiations between the Parties and that this Agreement shall not be construed in favor of or against any Party by reason of the extent to which any Party participated in the preparation of this Agreement. Except where the context expressly requires otherwise:

(a) capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement;

(b) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa);

(d) the word “will” will be construed to have the same meaning and effect as the word “shall”;

(e) unless otherwise expressly provided herein, any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(f) any reference herein to any Person shall be construed to include the Person’s successors and assigns;

(g) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(h) the word “or” is used in the inclusive sense (“and/or”);

(i) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto;

(j) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement;

(k) when an item “is comprised of” or “comprises” one or more elements, it means that such item includes such elements, but it is not limited to only those elements;

(l) for provisions that require request made in writing, email will suffice unless expressly stated otherwise;

(m) provisions that require that a Party or the Parties “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding instant messaging);

(n) any data, information or documentation required to be transmitted by SpinCo to RemainCo under this Agreement shall be in a format and method reasonably acceptable to RemainCo (e.g., Securevault);

(o) the headings in this Agreement are for information only and shall not be considered in the interpretation of this Agreement; and

(p) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof.

ARTICLE 2

LICENSES; EXCLUSIVITY

2.1 License Grants to RemainCo . **** All license grants in this Section 2.1 are subject to Section 2.7.

(a) Exclusive License Grant forNon-Cardiovascular Products. Effective as of the Effective Date, SpinCo hereby grants, on behalf of itself and its Affiliates, to RemainCo and its Affiliates, an exclusive (even as to SpinCo and its Affiliates), royalty-free, fully paid-up, perpetual, irrevocable, sublicensable (subject to Section 2.4) and transferable (subject to Section 9.1) license, under the Licensed SpinCo Technology, for all purposes and uses in all fields including to Exploit any and all products in the Field in the Territory, but excluding the Exploitation of any Cardiovascular Product in the Cardiovascular Field or any Excluded Product in the Field.

(b) Non-Exclusive License Grant for Cardiovascular Products. Effective as of the Effective Date, SpinCo hereby grants, on behalf of itself and its Affiliates, to RemainCo and its Affiliates, a non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, sublicensable (subject to Section 2.4) and transferable (subject to Section 9.1) license, under the SpinCo Platform Technology, to Exploit any Cardiovascular Product (other than an Excluded Product) in the Cardiovascular Field in the Territory.

2.2 Assignment.

(a) As of the Assignment Effective Date. **** Immediately as of the earliest of (i) the [***] (as defined in the [***]), (ii) the effective date of termination of the [***], (iii) the date immediately prior to the effectiveness of a Change of Control Transaction consummated after the Effective Date and (iv) the date of RemainCo’s written request to SpinCo requesting such assignment (the “Assignment Effective Date”), SpinCo will, and does hereby, assign, and will cause its Affiliates to so assign, to RemainCo, without additional compensation, all right, title, and interest in and to any SpinCo Platform Technology existing as of the Assignment Effective Date. Notwithstanding the foregoing, if, pursuant to the Separation and Distribution Agreement, RemainCo is the owner of the Scheduled Platform IP (as defined in the Separation and Distribution Agreement) as of the Effective Date, then the “Assignment Effective Date” will be deemed to have occurred on the Effective Date.

(b) Following the Assignment Effective Date. As between the Parties, **** during the Term following the Assignment Effective Date, all SpinCo Platform Technology shall be solely owned by RemainCo regardless of inventorship and SpinCo shall, and, effective from and after the Assignment Effective Date, does hereby, assign to RemainCo all of SpinCo’s right, title and interest in and to all SpinCo Platform Technology.

(c) Cooperation. SpinCo shall execute and deliver to RemainCo, or its designated Affiliate(s) or their respective Sublicensee(s), all instruments and documents reasonably requested by RemainCo for purposes of documenting or confirming the foregoing assignment in Sections 2.2(a) and 2.2(b). In the event that SpinCo is unable or unwilling for any reason to supply its signature to any document RemainCo reasonably requires to confirm or otherwise document such assignment set forth in Sections 2.2(a) or 2.2(b), SpinCo hereby irrevocably designates and appoints RemainCo and RemainCo’s duly authorized officers and agents as SpinCo’s agents and attorneys-in-fact to act for and on SpinCo’s behalf and instead of SpinCo, to execute such document with the same legal force and effect as if executed by SpinCo. If for any reason, SpinCo or its Affiliates is unable to assign, or is delayed in assigning, any SpinCo Platform Technology to RemainCo, all rights granted to RemainCo under such SpinCo Platform Technology in Section 2.1 shall remain in effect until such assignment takes place.

2.3 License Grants toSpinCo.

(a) Exclusive License Grant for Excluded Products. Effective as of the Effective Date, RemainCo hereby grants, on behalf of itself and its Affiliates, to SpinCo and its Affiliates, an exclusive (even as to RemainCo and its Affiliates), royalty-free, fully paid-up, sublicensable (subject to Section 2.4) and transferable (subject to Section 9.1) license, under the SpinCo Assigned Technology and the RemainCo Licensed Technology, to Exploit any Excluded Product in the Field in the Territory.

(b) Non-Exclusive License Grant for Cardiovascular Products. Effective as of the Effective Date, RemainCo hereby grants, on behalf of itself and its Affiliates, to SpinCo and its Affiliates, a non-exclusive, royalty-free, fully paid-up, sublicensable (subject to Section 2.4) and transferable (subject to Section 9.1) license, under the SpinCo Assigned Technology and the RemainCo Licensed Technology, to Exploit any Cardiovascular Product in the Cardiovascular Field in the Territory.

[***]

[***].

2.4 Sublicenses.

[***]

(c) Further Sublicenses. Subject to the terms and conditions of this Agreement, each Party and its Affiliates shall have the right to grant sublicenses, under the licenses granted to such Party under Section 2.1 or Section 2.3, as applicable, to Sublicensees, in each case, through one (1) or more tiers; provided, that: (i) each sublicense agreement shall be consistent with the terms and conditions of this Agreement; (ii) the sublicensing Party and its Affiliates shall remain responsible for the performance of all of its Sublicensees to the same extent as if such

activities were conducted by such sublicensing Party or its Affiliates; and (iii) in the case of a sublicense by SpinCo, such sublicense may only be granted in connection with the grant of a license by SpinCo or any of its Affiliates to Exploit one or more products or product candidates of SpinCo or its Affiliates.

2.5 No Implied Licenses . Except as expressly set forth herein, neither Party shall acquire any license or other intellectual property interest, by implication or otherwise, under or to any Patent Rights, Know-How, or other Intellectual Property Rights Controlled by the other Party.

2.6 Specified Sublicenses.

(a) If SpinCo wishes to receive a sublicense under the Patent Rights licensed to RemainCo pursuant to the Specified License, SpinCo shall provide written notice thereof to RemainCo. Following such notice, RemainCo shall grant a non-exclusive sublicense to SpinCo under such Patent Rights within the scope of the licenses granted to SpinCo under Section 2.3 (to the extent permitted under the terms of the Specified License); provided, that SpinCo agrees in writing, in a form satisfactory to Specified Licensor that complies with the sublicensing requirements of the Specified License, (i) to all terms of the Specified License applicable to sublicensees thereunder and (ii) to be solely responsible for, and to promptly pay, all amounts payable under the Specified License as a result of the exercise of such sublicenses by or on behalf of SpinCo (with such payment timing and reporting as may be required by RemainCo to comply with the terms of the Specified License). Any such sublicense shall be subject to and conditioned upon compliance with all applicable terms of the Specified License and shall not be further sublicensable without Specified Licensor’s prior written consent. As between the Parties, SpinCo shall be and remain solely responsible for compliance with the terms of the Specified License by or on behalf of SpinCo or its Affiliates or any permitted further sublicensees, or any Third Party (sub)licensee of SpinCo that receives a direct sublicense from RemainCo under Section 2.6(b).

(b) Solely to the extent that SpinCo has an obligation to sublicense rights under the Specified License under an Existing Third Party Agreement to a Third Party (sub)licensee as of the Original Execution Date, upon such Third Party (sub)licensee’s written request in accordance with such Existing Third Party Agreement, RemainCo hereby covenants and agrees to either (i) seek to obtain Specified Licensor’s consent for SpinCo to grant further sublicense(s) under the rights to be granted by RemainCo pursuant to Section 2.6(a) to such Third Party (sub)licensees of SpinCo or (ii) absent such consent, grant a direct sublicense under the Specified License to each such Third Party (sub)licensee, such direct sublicense to be identical in scope and terms as the sublicense granted under the applicable Existing Third Party Agreement to the extent permitted under the Specified License and in accordance with such Existing Third Party Agreement; provided, that, in either case ((i) or (ii)), such Third Party (sub)licensee agrees in writing, in a form satisfactory to Specified Licensor that complies with the sublicensing requirements of the Specified License, (A) to all terms of the Specified License applicable to sublicensees thereunder and (B) to be solely responsible for, and to promptly pay, all amounts payable under the Specified License as a result of the exercise of such sublicenses by or on behalf of such Third Party (sub)licensee (with such payment timing and reporting as may be required by RemainCo to comply with the terms of the Specified License); provided, further, that, if the applicable Existing Third Party Agreement provides that SpinCo will be responsible for such payments, SpinCo hereby agrees that SpinCo shall be and remain solely responsible for, and shall

promptly pay, all amounts payable under the Specified License as a result of the exercise of such sublicenses by or on behalf of such Third Party (sub)licensee (with such payment timing and reporting as may be required by RemainCo to comply with the terms of the Specified License). Any such sublicense shall be subject to and conditioned upon compliance with all applicable terms of the Specified License and shall not be further sublicensable without Specified Licensor’s prior written consent.

2.7 Target Clearance Process.

[***]

2.8 Exclusivity.

(a) Exclusivity Obligations. Subject to Sections 2.8(b) and 2.8(c), during the period commencing on the Effective Date and ending on the fifth anniversary of the Effective Date (or, if not enforceable for such period in any country under the relevant laws of such country, for such period as will be enforceable in such country under the relevant laws of such country), except as otherwise expressly contemplated in the Separation and Distribution Agreement, this Agreement or the Transition Services Agreement and except for the Exploitation of Excluded Products as expressly permitted or required pursuant to the BMS Agreement or the Lilly

Agreement, as applicable, SpinCo and its Affiliates shall not, directly or indirectly, engage in the business of discovering, researching, developing, importing, exporting, manufacturing, marketing, distributing, promoting or selling anywhere in the world any RNA therapeutics other than Cardiovascular Products in the Cardiovascular Field (the “Competitive Business”), including, for clarity, collaborating with, enabling or otherwise authorizing, licensing or granting any right to any Third Party to, Research, Develop, Manufacture or Commercialize, any product in the Competitive Business anywhere in the Territory.

(b) Passive Investment Exception. The obligations set forth in Section 2.8(a) shall not prevent SpinCo or its Affiliates from purchasing or acquiring, or being the holder or beneficial owner for passive investment purposes of, less than five percent (5%) of the outstanding equity securities of a Person that, directly or indirectly, engages in the Competitive Business.

(c) Change of Control. In the event that there is a Change of Control Transaction involving SpinCo (where SpinCo or its Controlling Person is the acquired entity), then the obligations of Section 2.8(a) will not apply to any product in a Competitive Business that: (i) is controlled by the relevant acquiror or its Affiliates existing immediately prior to the effective date of such Change of Control Transaction (collectively, the “Acquiror”); and (ii) is being Researched, Developed or Commercialized by the Acquiror immediately prior to the closing of such Change of Control Transaction or thereafter during the Term (such product, an “Third Party Acquiror Product”); provided, that, in each case ((i) and (ii)): (A) SpinCo and the Acquiror establish and enforce internal processes, policies, procedures and systems to segregate information relating to any such Third Party Acquiror Product, and any personnel conducting activities with respect to any such Third Party Acquiror Product, from any Confidential Information of RemainCo or its Affiliates; and (B) the Acquiror does not use, directly or indirectly, any Patent Rights, Know-How or Confidential Information of SpinCo (including any Patent Rights, Know-How or Confidential Information licensed or acquired from RemainCo under this Agreement) in the Exploitation of such Third Party Acquiror Product.

2.9 Technology Transfer and Cooperation.

(a) SpinCo Know-How Transfer.

(i) Technology Transfer. Without limiting the other provisions of this Section 2.9, within [***] following the Effective Date, SpinCo shall disclose and transfer to RemainCo or its designated Affiliate or their respective Sublicensees in English, including, as applicable, by providing hard and electronic copies thereof, all SpinCo Know-How existing as of the Effective Date that is not then possessed by RemainCo (the “Technology Transfer”). Any Technology Transfer shall be conducted in accordance with an agreed upon technology transfer plan, provided, that any failure of the Parties to agree upon such a technology transfer plan will not excuse SpinCo’s obligations to conduct a Technology Transfer in accordance with this Section 2.9(a). Such disclosures and transfers shall include all data, information and documents in the possession or control of SpinCo or its Affiliates as of the Effective Date that may be necessary or reasonably useful for RemainCo to practice the licenses granted hereunder and are not then already possessed by RemainCo.

(ii) Ongoing Technology Transfer. On a continuing basis during the Term, SpinCo shall promptly disclose and transfer to RemainCo or its designated Affiliate or their respective Sublicensees in English, including, as applicable, by providing hard and electronic copies thereof, all SpinCo Know-How that comes into existence from time to time or that was not previously provided to or possessed by RemainCo, including any SpinCo Know-How that constitutes SpinCo Platform Improvements. All such disclosures and transfers shall include all data, information and documents in the possession or control of SpinCo or its Affiliates that may be necessary or reasonably useful for RemainCo to practice the licenses granted hereunder and are not then already possessed by RemainCo.

(b) Manufacturing Technology Transfer andAssistance. Without limiting the provisions of Section 2.9(a), within [***] following the Effective Date, SpinCo shall: (i) disclose and transfer, or shall cause to be disclosed and transferred, as applicable, to RemainCo or its designated Affiliate(s) or CMO(s), all Manufacturing Know-How necessary or reasonably useful for the Manufacture of the RemainCo Products that exist as of the Effective Date, or any component(s) thereof (such RemainCo Products and component(s) thereof, collectively, the “Existing RemainCo Compounds and Products”) to the extent such Manufacturing Know-How is not then possessed by RemainCo, which shall include the transfer of all Know-How Controlled by or in the possession of SpinCo or any of its Affiliates relating to the then-current specifications and process for the Manufacture of the Existing RemainCo Compounds and Products used in such process that is not then possessed by RemainCo (the “Manufacturing Process”); and (ii) provide all reasonable assistance requested by RemainCo to enable RemainCo or its designated Affiliate(s) or its designated CMO, as applicable, to implement the applicable Manufacturing Process (including information of all Materials, consumables and their suppliers) at the facilities designated by RemainCo (collectively, (i) and (ii), the “Manufacturing Technology Transfer”). Any Manufacturing Technology Transfer shall be conducted in accordance with an agreed upon manufacturing technology transfer plan; provided, that any failure of the Parties to agree upon such a manufacturing technology transfer plan will not excuse SpinCo’s obligations to conduct the Manufacturing Technology Transfer in accordance with this Section 2.9(b).

(c) SpinCo Assistance. Upon RemainCo’s request, SpinCo shall provide reasonable assistance to RemainCo, its Affiliates and Sublicensees in connection with understanding and using the Know-How described in this Section 2.9, for purposes consistent with the licenses and rights granted to RemainCo and its Affiliates hereunder. Such cooperation and assistance shall include SpinCo making appropriate personnel available to assist RemainCo or its designee at any time and from time to time as reasonably requested by RemainCo, and providing the appropriate personnel of RemainCo or its designee with access to the personnel and Manufacturing and other operations of SpinCo and its Affiliates for such periods of time and in such manner as is reasonable in order to familiarize the personnel of RemainCo or its designee with the SpinCo Know-How. At RemainCo’s reasonable request, such assistance shall be furnished on-site at the facilities of RemainCo or its designee. SpinCo shall keep complete and accurate records of the number of FTE hours that RemainCo or its designee has used and shall make such records available to RemainCo upon RemainCo’s written request.

(d) Costs of Technology Transfer and Technical Assistance. Each of the Technology Transfer and the Manufacturing Technology Transfer shall be conducted at SpinCo’s

sole cost and expense, at no charge to RemainCo. With respect to technology transfer and technical assistance activities conducted under Section 2.9(a)(ii) or Section 2.9(c), SpinCo shall provide assistance and cooperation, as requested by RemainCo, on a [***] in accordance with a mutually agreed work plan and budget therefor.

(e) Transition Services. For the avoidance of doubt, the obligations of SpinCo under this Section 2.9 will be in addition to, and will not limit in any respect, the obligations of SpinCo to perform its activities under that certain Transition Services Agreement between the Parties or any other related agreement. Nothing in this Agreement will be deemed to alter the allocation of responsibilities or costs and expenses under any such agreement.

2.10 Rightsin Insolvency. ****

(a) The Parties acknowledge and agree that this Agreement constitutes an executory contract under Section 365 of the Code for the license of “intellectual property” as defined under Section 101 of the Code and constitutes a license of “intellectual property” for purposes of any similar laws in any other country in the Territory. RemainCo, as licensee of such rights under this Agreement, will retain and may fully exercise all of its protections, rights and elections under the Code, including under Section 365(n) of the Code, or any similar laws in any other country in the Territory.

(b) SpinCo shall, during the Term, create and maintain current and updated copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all intellectual property licensed to RemainCo under this Agreement. Each Party acknowledges and agrees that “embodiments” of intellectual property within the meaning of Section 365(n) include (i) copies of research data; (ii) laboratory samples; (iii) product samples and inventory; (iv) formulas; (v) laboratory notes and notebooks; (vi) data and results related to clinical studies; (vii) regulatory documentation (including regulatory approvals); (viii) rights of reference in respect of regulatory documentation (including regulatory approvals); (ix) pre-clinical research data and results; (x) tangible information (including Know-How); and (xi) marketing, advertising and promotional materials that relate to such intellectual property. Upon the occurrence of an Insolvency Event by or against SpinCo or any of its Affiliates under the Code or any similar laws in any other country in the Territory, RemainCo shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and the same, if not already in its possession, will be promptly delivered to it: (A) upon any such commencement of an Insolvency Event upon its written request therefor, unless SpinCo elects to continue to perform all of its obligations under this Agreement; or (B) if not delivered under sub-clause (A) because SpinCo continues to perform, upon the rejection of this Agreement by or on behalf of SpinCo upon written request therefor by RemainCo. All rights, powers and remedies of RemainCo provided for in this Section 2.10(d) shall be in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including under the Code and any similar laws in any other country in the Territory). Unless and until SpinCo rejects this Agreement, SpinCo shall perform all of its obligations under this Agreement. SpinCo shall not, and shall cause each of its Affiliates not to, interfere with the rights of RemainCo to intellectual property as set forth in this Section 2.10, including the right to obtain the intellectual property from another entity.

(c) The Parties intend and agree that any sale of SpinCo’s assets under Section 363 of the Code shall be subject to RemainCo’s rights under Section 365(n), that RemainCo cannot be compelled to accept a money satisfaction of its interests in the intellectual property licensed pursuant to this Agreement, and that any such sale therefore may not be made to a purchaser “free and clear” of RemainCo’s rights under this Agreement and Section 365(n) without the express, contemporaneous written consent of RemainCo.

(d) Upon the occurrence of an Insolvency Event in relation to SpinCo or any of its Affiliates, RemainCo, in addition to the rights, power and remedies expressly provided herein, shall be entitled to exercise all other such rights and powers and resort to all other such remedies as may now or hereafter exist at law or in equity (including under the Code). The Parties intend for the following RemainCo rights to extend to the maximum extent permitted by law, including for purposes of the Code: (i) the right of access to any intellectual property (including all embodiments thereof) of SpinCo or any of its Affiliates, or any Third Party with whom SpinCo or any such Affiliate contracts to perform an obligation of SpinCo under this Agreement which is reasonably necessary or useful for the Exploitation in the Territory of any product that RemainCo has a right to Exploit under this Agreement; (ii) the right to contract directly with any Third Party described in sub-clause (i) to complete the contracted work; and (iii) the right to cure any breach of or default under any such agreement with a Third Party and set off the costs thereof against amounts payable to SpinCo under this Agreement.

2.11 Covenant Not to Sue. Except to the extent not permitted under the Existing Third Party Agreements and except for any Excluded Products, SpinCo hereby covenants and agrees that neither SpinCo nor any of its Affiliates shall, anywhere in the world, institute or prosecute (or in any way aid any Third Party (other than to the extent required by law, regulation, court order or subpoena) in instituting or prosecuting), at law or in equity, any claim, demand, action or other proceeding for damages, costs, expenses or compensation, or for an enjoinment, injunction, or any other equitable remedy, against RemainCo, its Affiliates, (sub)licensees, suppliers, distributors, contractors, vendors or customers alleging the Exploitation by any such Person of any product of RemainCo or its Affiliates or (sub)licensees incorporating any SpinCo Platform Technology infringes any Patent Right owned or Controlled by SpinCo or its Affiliates at any time during the Term except that, in the event of a Change of Control Transaction of SpinCo, this covenant and agreement shall not extend to any Patent Right owned or controlled by the acquiror of SpinCo or any of the acquiror’s affiliates (other than SpinCo and any Affiliates of SpinCo existing immediately prior to the consummation of such Change of Control Transaction) as of the date of such Change of Control Transaction or that come into the ownership or control of the acquiror or any such affiliate following such Change of Control Transaction through activities segregated through internal processes, policies and procedures and systems from any SpinCo Platform Technology, SpinCo Assigned Technology or RemainCo Licensed Technology (and personnel using or practicing any of such Intellectual Property Rights) unless (a) such Patent Right was, immediately prior to the consummation of such Change of Control Transaction, already owned or Controlled by SpinCo or its Affiliates or (b) any invention claimed or disclosed in such Patent Rights was made through the use of SpinCo Platform Technology, SpinCo Assigned Technology or RemainCo Licensed Technology. In SpinCo’s or its Affiliates’ agreements with each of its (sub)licensees of any such Patent Rights, SpinCo or its Affiliate, as applicable, shall use good faith efforts to include provisions requiring a covenant, materially identical to that which SpinCo is making in this Section 2.11, on the part of the (sub)licensee. Further, in the event of an assignment

or transfer by SpinCo, its Affiliate or (sub)licensee of any such Patent Rights, such assignee or transferee shall be bound, and shall agree in writing to be bound, by the covenant set forth in this Section 2.11. The covenant set forth in this Section 2.11 shall be binding upon and inure to the benefit of the Parties and their respective Affiliates, successors, assigns, and transferees. SpinCo agrees that this covenant may be assigned or transferred by RemainCo to any Third Party, including successors in interest, without consent from SpinCo.

ARTICLE 3

RIGHT OF FIRST NEGOTIATION

3.1 Development Candidate ROFN.

(a) General. During the period starting on the Effective Date and ending ten (10) years thereafter, on a Development Candidate-by-Development Candidate basis, SpinCo hereby grants to RemainCo a right of first negotiation (the “Development CandidateROFN”) with respect to SpinCo’s or any of its Affiliates’ product or product candidates, other than (i) a Cardiovascular Product in the Cardiovascular Field or (ii) an Excluded Product in the Field, that are approved by SpinCo’s internal governance committee to progress, or otherwise are progressing, to IND-enabling studies (excluding (i) or (ii), each, a “Development Candidate”). SpinCo shall promptly (but in any event prior to initiating IND-enabling studies for such Development Candidate) notify RemainCo in writing of each Development Candidate and any other material information regarding such Development Candidate in SpinCo’s possession that would be reasonably useful for RemainCo to determine its interest in receiving a grant from SpinCo or its Affiliates under rights to acquire, develop, commercialize, or promote such Development Candidate (each such notice, a “Development Candidate ROFN Notice”). Within [***] from the receipt of the Development Candidate ROFN Notice for a Development Candidate (the “Development Candidate ROFN ExercisePeriod”), RemainCo may exercise its Development Candidate ROFN for such Development Candidate by providing SpinCo with written notice of RemainCo’s intent to exercise its Development Candidate ROFN (the “DevelopmentCandidate ROFN Exercise Notice”). With respect to a Development Candidate, from the date of the Development Candidate ROFN Notice to the earlier of (A) the expiration of the Development Candidate ROFN Exercise Period and (B) the receipt by SpinCo from RemainCo of a Development Candidate ROFN Exercise Notice, in each case for such Development Candidate, SpinCo and its Affiliates, and their respective officers, agents and representatives, shall not engage in discussions with any Third Party (other than RemainCo, RemainCo’s Affiliates or SpinCo’s advisors) regarding a grant by SpinCo or its Affiliates of rights to acquire, develop, commercialize, or promote such Development Candidate or take any action with respect to such transaction for such Development Candidate with any such Third Party. Upon SpinCo’s receipt of a Development Candidate ROFN Exercise Notice, SpinCo shall, or shall cause its applicable Affiliate to, negotiate in good faith on an exclusive basis with RemainCo or RemainCo’s applicable Affiliate for a period of [***] from the date of the Development Candidate ROFN Exercise Notice, unless such negotiations are earlier terminated by RemainCo or RemainCo’s applicable Affiliate (the “Development Candidate ROFN Negotiation Period”), the terms of a grant by SpinCo or its Affiliates of exclusive rights to acquire, develop, commercialize, or promote such Development Candidate for the applicable Development Candidate with respect to which the parties would enter into a binding, definitive written agreement on terms mutually agreed between the parties. If SpinCo receives or prepares any

additional material information with respect to a Development Candidate during the Development Candidate ROFN Exercise Period for such Development Candidate or, if applicable, during any Development Candidate ROFN Negotiation Period for such Development Candidate and such information was not previously shared with RemainCo as part of the Development Candidate ROFN Notice, then SpinCo shall promptly, and in any case within three Business Days of SpinCo’s receipt or preparation of such information, share a copy of such information with RemainCo.

(b) ROFN Expiration. If, with respect to a Development Candidate, (i) RemainCo notifies SpinCo prior to the expiration of the Development Candidate ROFN Exercise Period that RemainCo elects not to exercise its Development Candidate ROFN, (ii) RemainCo does not provide SpinCo with a Development Candidate ROFN Exercise Notice within the Development Candidate ROFN Exercise Period, or (iii) RemainCo provides SpinCo with a Development Candidate ROFN Exercise Notice within the Development Candidate ROFN Exercise Period but the Parties fail to reach a definitive agreement on the terms of the transaction for such Development Candidate during the Development Candidate ROFN Negotiation Period, then, in each case ((i)-(iii)), the Development Candidate ROFN for such Development Candidate will expire on the applicable expiration date (“Development Candidate ROFN Expiration”, with respect to (i), on the date on which RemainCo notifies SpinCo of its intent not to exercise the Development Candidate ROFN; with respect to (ii), on the expiration date of the Development Candidate ROFN Exercise Period; and with respect to (iii), on the expiration date of the Development Candidate ROFN Negotiation Period).

3.2 Prospective Transaction ROFN.

(a) General. During the period starting on the Effective Date and ending ten (10) years thereafter, SpinCo shall not, and shall cause its Affiliates not to, grant any rights or license, transfer any rights or enter into any agreement or arrangement pursuant to which a Third Party would be given a right to acquire, develop, commercialize or promote any pharmaceutical, biological or other drug product in the Field other than (i) a Cardiovascular Product in the Cardiovascular Field or (ii) an Excluded Product in the Field (excluding (i) and (ii), each, a “ProspectiveTransaction”) without first offering RemainCo a right of first negotiation on the terms of this Section 3.2 (“Prospective Transaction ROFN”). Pursuant to the Prospective Transaction ROFN, in the event of (A) any determination of SpinCo’s Board of Directors (the “Board”) or authorization by the Board or any of the officers, agents, or representatives of SpinCo or any of its Affiliates to initiate a process to explore or pursue, or to explore or pursue, a Prospective Transaction, or (B) the receipt by SpinCo or any of its Affiliates of a bona fide written offer, proposal or indication of interest for a Prospective Transaction with respect to which the Board or any of the officers, agents, or representatives of SpinCo or any of its Affiliates intends to explore or pursue (any of the events described in clauses (A) or (B) of this Section 3.2(a), a “Prospective TransactionEvent”), then SpinCo shall promptly (but in any event not later than [***] after the Prospective Transaction Event) notify RemainCo in writing of the Prospective Transaction Event and provide RemainCo with any material information in SpinCo’s possession related to such Prospective Transaction, including, without limitation and as applicable, a description of the transaction type, transaction structure, scope of rights involved, including field and geographic territory, the anticipated timing, key financial terms (if known), and any other material information regarding such Prospective Transaction in SpinCo’s possession that would

be reasonably useful for RemainCo to determine its interest in such Prospective Transaction (“Prospective Transaction ROFN Notice”). If SpinCo receives or prepares any additional material information with respect to such Prospective Transaction during the Prospective Transaction ROFN Exercise Period or, if applicable, during any Prospective Transaction ROFN Negotiation Period and such information was not previously shared with RemainCo as part of the Prospective Transaction ROFN Notice, then SpinCo shall promptly, and in any case within [***] of SpinCo’s receipt or preparation of such information, share a copy of such information with RemainCo. Within [***] from the receipt of the Prospective Transaction ROFN Notice (“Prospective Transaction ROFN Exercise Period”), RemainCo may exercise its ROFN by providing SpinCo with written notice of RemainCo’s intent to exercise its ROFN (the “Prospective Transaction ROFN Exercise Notice”). From the date of the Prospective Transaction Event to the earlier of (i) the expiration of the Prospective Transaction ROFN Exercise Period and (ii) the receipt by SpinCo from RemainCo of a Prospective Transaction ROFN Exercise Notice, SpinCo and its Affiliates, and their respective officers, agents and representatives, shall not engage in discussions with any Third Party (other than RemainCo, RemainCo’s Affiliates or SpinCo’s advisors, solely with respect to a Prospective Transaction with RemainCo or RemainCo’s Affiliates) regarding a Prospective Transaction or take any action with respect to a Prospective Transaction with any such Third Party. Upon SpinCo’s receipt of a Prospective Transaction ROFN Exercise Notice, SpinCo shall, or shall cause its applicable Affiliate to, negotiate in good faith on an exclusive basis with RemainCo or RemainCo’s applicable Affiliate for a period of [***] from the date of the Prospective Transaction ROFN Exercise Notice, unless such negotiations are earlier terminated by RemainCo or RemainCo’s applicable Affiliate (the “Prospective Transaction ROFN Negotiation Period”), the terms of the Prospective Transaction upon which the parties would enter into a binding, definitive written agreement on terms mutually agreed between the parties.

(b) Prospective Transaction ROFN Expiration. If (i) RemainCo notifies SpinCo prior to the expiration of the Prospective Transaction ROFN Exercise Period that RemainCo elects not to exercise its Prospective Transaction ROFN, (ii) RemainCo does not provide SpinCo with a Prospective Transaction ROFN Exercise Notice within the Prospective Transaction ROFN Exercise Period, or (iii) RemainCo provides SpinCo with a Prospective Transaction ROFN Exercise Notice within the Prospective Transaction ROFN Exercise Period but the Parties fail to reach a definitive agreement on the terms of the Prospective Transaction during the Prospective Transaction ROFN Negotiation Period, then, in each case ((i)-(iii)), the Prospective Transaction ROFN will expire on the applicable expiration date (“Prospective Transaction ROFNExpiration”, with respect to (i), on the date on which RemainCo notifies SpinCo of its intent not to exercise the Prospective Transaction ROFN; with respect to (ii), on the expiration date of the Prospective Transaction ROFN Exercise Period; and with respect to (iii), on the expiration date of the Prospective Transaction ROFN Negotiation Period), and subject to Sections 3.2(c) and 3.2(d), SpinCo shall be permitted to pursue the Prospective Transaction with any Third Party (other than RemainCo or RemainCo’s Affiliate).

(c) Prospective Transaction MFN. If the Prospective Transaction ROFN Expiration occurs solely as a result of the expiration of the Prospective Transaction ROFN Negotiation Period pursuant to Section 3.2(b)(iii), and if SpinCo or its Affiliates desires to enter into a Prospective Transaction in the [***] following such Prospective Transaction ROFN Expiration with any Third Party on terms that are, taken as a whole, less favorable to

SpinCo than the last written offer proposed by RemainCo (or RemainCo’s applicable Affiliate) during the Prospective Transaction ROFN Negotiation Period, then SpinCo shall notify RemainCo in writing that it has received and is considering a bona fide written offer from a Third Party for such Prospective Transaction, and SpinCo shall offer to enter into the Prospective Transaction with RemainCo or its Affiliate on the terms of the last written offer proposed by RemainCo (or RemainCo’s applicable Affiliate) during the Prospective Transaction ROFN Negotiation Period (a “Prospective Transaction MFN Notice”). Upon receiving such Prospective Transaction MFN Notice from SpinCo, RemainCo may do any of the following by providing written notice to SpinCo (“Prospective Transaction MFN Response Notice”) within [***] of receiving such Prospective Transaction MFN Notice from SpinCo: (i) accept such offer, (ii) make a revised offer, or (iii) respond that RemainCo (or its applicable Affiliate) is no longer interested in pursuing the Prospective Transaction negotiated with SpinCo during the Prospective Transaction ROFN Negotiation Period. If RemainCo’s Prospective Transaction MFN Response Notice indicates that RemainCo (or its applicable Affiliate) is no longer interested in pursuing the Prospective Transaction as described in the foregoing clause (iii) or if RemainCo fails to provide a Prospective Transaction MFN Response Notice within [***] of receiving a Prospective Transaction MFN Notice, then SpinCo may pursue with any Third Party the Prospective Transaction that gave rise to the Prospective Transaction MFN Notice provided to RemainCo and this Section 3.2(c) will no longer apply with respect to such Prospective Transaction previously negotiated between RemainCo (or its applicable Affiliate) and SpinCo (or its applicable Affiliate) during the Prospective Transaction ROFN Negotiation Period. If RemainCo’s Prospective Transaction MFN Response Notice makes a revised offer as described in the foregoing clause (ii), then SpinCo will consider such revised offer in good faith and may also (in its sole discretion) pursue with any Third Party a Prospective Transaction that gave rise to the Prospective Transaction MFN Notice provided to RemainCo, but in such event RemainCo may (in its sole discretion) also pursue such Prospective Transaction with SpinCo in competition with any such Third Party and, in such event, SpinCo (or its applicable Affiliate) shall negotiate with RemainCo (or its applicable Affiliate) in good faith unless and until SpinCo or its applicable Affiliate has entered into a binding, definitive written agreement with such Third Party. If RemainCo’s Prospective Transaction MFN Response Notice accepts SpinCo’s offer to enter into a transaction on the terms of the last written offer proposed by RemainCo (or RemainCo’s applicable Affiliate) as described in the foregoing clause (i), then SpinCo (or its applicable Affiliate) and RemainCo (or its applicable Affiliate) will, on an exclusive basis, negotiate in good faith and use reasonable efforts for a period of at least [***] to enter into such Prospective Transaction on such terms.

(d) ROFN Renewal. Notwithstanding anything to the contrary, the parties agree that the Prospective Transaction ROFN shall automatically renew for a Prospective Transaction if SpinCo does not enter into a binding, definitive written agreement for the Prospective Transaction with a Third Party within [***] following the date of the Prospective Transaction ROFN Expiration.

3.3 Change of Control Transaction. None of the provisions of Sections 3.1 or 3.2 shall apply to a Change of Control Transaction with respect to SpinCo.

ARTICLE 4

INTELLECTUAL PROPERTY

4.1 Ownership of Inventions.

(a) In General. Except as expressly set forth in Section 2.2, ownership of all Inventions and all Intellectual Property Rights therein shall be based on inventorship, as determined in accordance with the rules of inventorship under Applicable Laws in the United States, irrespective of where such Invention is made. To the extent that Applicable Laws in any jurisdiction other than the United States affects the ownership of Intellectual Property Rights, as a matter of law, in a manner that is inconsistent with the application of Applicable Laws in the United States, the Parties shall assign, transfer and otherwise convey to the other Party, without additional compensation, all such right, title and interest in and to any applicable Intellectual Property Right as is necessary to fully effect the ownership thereof as provided for in this Section 4.1(a), subject to Section 2.2.

(b) Disclosure. SpinCo shall promptly disclose to RemainCo all Inventions constituting SpinCo Platform Technology, including all invention disclosures or other similar documents submitted to SpinCo or its Affiliates’, licensees, or Sublicensees’, together with employees, agents, or contractors of SpinCo or its Affiliates, licensees, or Sublicensees relating to such Inventions, and shall also respond promptly to reasonable requests from RemainCo for additional information relating to such Inventions.

4.2 Patent Prosecution and Maintenance.

(a) SpinCo Patents Other than SpinCo Assigned Patents.

(i) Subject to the Existing Third Party Rights, as between the Parties, SpinCo shall have the first right, but not the obligation, to file, prosecute, and maintain all SpinCo Patents (excluding, after the Assignment Effective Date, the SpinCo Assigned Patents) throughout the world, and SpinCo shall be solely responsible for all costs and expenses incurred in connection with such filing, prosecution, and maintenance. SpinCo shall reasonably advise RemainCo of the filing information of such SpinCo Patents so that RemainCo may download prosecution correspondence from the relevant patent office. In addition, SpinCo shall promptly provide RemainCo with drafts of all proposed material filings and correspondence to any patent authorities with respect to such SpinCo Patents for RemainCo’s review and comment prior to the submission of such proposed filings and correspondence. SpinCo shall confer with RemainCo and take into consideration RemainCo’s comments prior to submitting such filings and correspondence; provided, that RemainCo provides such comments within [***] ([***]) Business Days of receiving the draft filings and correspondence from SpinCo. If RemainCo does not provide comments within such period of time, then RemainCo shall be deemed to have no comment to such proposed filings or correspondence. [***]

(ii) SpinCo shall notify RemainCo of any decision to cease prosecution

or maintenance of any SpinCo Patent in any country. SpinCo shall provide such notice at least [***] prior to any filing or payment due date, or any other due date that requires action in order to avoid loss of rights, in connection with such SpinCo Patent. In such event, subject to the Existing Third Party Rights, RemainCo may, at RemainCo’s discretion and expense, continue prosecution or maintenance of such Patent Rights in such country.

(b) SpinCo Assigned Patents.

(i) Subject to the Existing Third Party Rights, from and after the Assignment Effective Date, as between the Parties, RemainCo shall have the first right, but not the obligation, to file, prosecute, and maintain all Patent Rights within the SpinCo Assigned Technology (the “SpinCo Assigned Patents”) throughout the world, and RemainCo shall be solely responsible for all costs and expenses incurred in connection with such filing, prosecution, and maintenance. RemainCo shall reasonably advise SpinCo of the filing information of such SpinCo Assigned Patents so that SpinCo may download prosecution correspondence from the relevant patent office. In addition, RemainCo shall promptly provide SpinCo with drafts of all proposed material filings and correspondence to any patent authorities with respect to such SpinCo Assigned Patents for SpinCo’s review and comment prior to the submission of such proposed filings and correspondence. RemainCo shall confer with SpinCo and take into consideration SpinCo’s comments prior to submitting such filings and correspondence; provided, that SpinCo provides such comments within [***] of receiving the draft filings and correspondence from RemainCo. If SpinCo does not provide comments within such period of time, then SpinCo shall be deemed to have no comment to such proposed filings or correspondence. [***].

(ii) RemainCo shall notify SpinCo of any decision to cease prosecution or maintenance of any SpinCo Assigned Patent in any country. RemainCo shall provide such notice at least [***] prior to any filing or payment due date, or any other due date that requires action in order to avoid loss of rights, in connection with such SpinCo Assigned Patent. In such event, subject to the Existing Third Party Rights, SpinCo may, upon the prior written consent of RemainCo (not to be unreasonably withheld, conditioned, or delayed) and at SpinCo’s discretion and expense, continue prosecution or maintenance of such Patent Rights in such country.

(c) Cooperation. Each Party shall provide the other Party, at the other Party’s request and expense, all reasonable assistance and cooperation in the patent prosecution and maintenance efforts under this Section 4.2 and RemainCo’s patent prosecution and maintenance efforts with respect to the RemainCo Licensed Technology including providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution.

4.3 Patent Enforcement.

(a) Notification. If either Party becomes aware of any infringement, misappropriation, administrative proceeding, or other violation anywhere in the world by a Third

receiving notice of the applicable Product Infringement or prior to [***] before the time limit, if any, set forth under Applicable Laws for the filing of such actions, whichever comes first, the other Party shall, upon the prior written consent of the Enforcing Party (not to be unreasonably withheld, conditioned, or delayed), have the right to bring and control any such action at its own expense and by counsel of its choice; provided, that such right of SpinCo with respect to any SpinCo Assigned Patent shall apply solely if the Product Infringement relates to the Development or Commercialization of a RNA therapeutic product in the Cardiovascular Field; and provided, further, that if the Enforcing Party notifies the other Party in writing prior to [***] before such time limit for the filing of any such action that the Enforcing Party intends to file such action before the time limit, then the Enforcing Party shall be obligated to file such action before such time limit, and the other Party will not have the right to bring and control such action.

(c) Expenses and Recoveries. As between the Parties, the Party bringing an action under Section 4.3(b) with respect to SpinCo Patents shall be solely responsible for any expenses incurred by such Party as a result of such action. Subject to the Existing Third Party Rights, any recovery of monetary damages in connection with any such action shall be allocated as follows: first, to the reimbursement of any out-of-pocket costs incurred by the Party bringing such action; second, to the reimbursement of any out-of-pocket costs incurred by the other Party in such action; and third, any remaining amounts shall be: (i) in the event that RemainCo brought such action, retained by RemainCo; and (ii) in the event that SpinCo brought such action, divided equally between the Parties.

4.4 Patent Term Extension and Supplementary Protection Certificate. Subject to the Existing Third Party Rights, as between the Parties, RemainCo shall have the sole right, but not the obligation, to seek patent term extensions, patent term restorations, and supplemental protection certificates or the like that are now or become available under Applicable Laws, including 35 U.S.C. § 156 and applicable foreign counterparts (collectively, “Extensions”), in any country in the Territory in relation to the SpinCo Patents. If RemainCo decides to seek any Extension for any SpinCo Patent, SpinCo shall cooperate with RemainCo in obtaining such Extension with respect to such SpinCo Patent in any country or region where applicable. SpinCo shall provide all reasonable assistance requested by RemainCo, including permitting RemainCo to proceed with applications for such any Extensions in the name of SpinCo, if deemed appropriate by RemainCo, and executing documents and providing any relevant information to RemainCo. RemainCo shall, in its sole discretion, determine which, if any, SpinCo Patents for which it will file applications for Extensions. If RemainCo decides not to seek any Extension with respect to the SpinCo Patents in any country or region where applicable, nothing in this Agreement is intended to, or shall be deemed to, give SpinCo authorization to apply for any Extensions without the express written permission of RemainCo. In particular, nothing in this Agreement creates an agency relationship of SpinCo on behalf of RemainCo for the purposes of filing for a patent term extension under 35 U.S.C. § 156.

4.5 Unitary Patent System. Subject to the Existing Third Party Rights, as between the Parties, RemainCo shall be solely responsible for all strategies for the SpinCo Patents with respect to the EU Unitary Patent System, including the filing or withdrawal of any action to opt-in or opt-out from the EU Unitary Patent System for any SpinCo Patent and the validation of any SpinCo Patent as a unitary patent or a European patent.

ARTICLE 5

CONFIDENTIALITY; PUBLICATION

5.1 Duty of Confidence. Subject to the other provisions of this Article 5:

(a) during the Term and for [***] thereafter, all Confidential Information of a Party or any of its Affiliates (the “Disclosing Party”) shall be maintained in confidence and otherwise safeguarded by the other Party and its Affiliates (the “Receiving Party”), in the same manner and with the same protections as the Receiving Party maintains its own confidential information, but in no event with less than a reasonable standard of care, except with respect to any trade secrets, the foregoing obligation will continue for so long as such information remains a trade secret under Applicable Laws;

(b) the Receiving Party may only use Confidential Information of the Disclosing Party for the purposes of performing its obligations or exercising its rights under this Agreement; and

(c) the Receiving Party may only disclose Confidential Information of the Disclosing Party to: (i) its Affiliates, licensees and Sublicensees; and (ii) employees, agents, contractors, consultants and advisers of the Receiving Party and its Affiliates, licensees and Sublicensees, in each case ((i) and (ii)), to the extent reasonably necessary for the purposes of performing its obligations or exercising its rights under this Agreement; provided, that (A) such Persons are bound by legally enforceable obligations to maintain the confidentiality and limit the use of the Confidential Information in a manner consistent with the confidentiality and non-use provisions of this Agreement; and (B) the actions and inactions of any such Person shall, with respect to such Confidential Information, be deemed to be the actions and inactions of such Receiving Party for all purposes of this Agreement.

5.2 Exceptions. The foregoing obligations with respect to particular Confidential Information of a Disclosing Party shall not apply to the extent that the Receiving Party can demonstrate that such Confidential Information:

(a) is known by the Receiving Party at the time of its receipt without an obligation of confidentiality, and not through a prior disclosure by the Disclosing Party, as documented by the Receiving Party’s business records; provided, that the foregoing exception shall not apply with respect to Platform Information;

(b) is in the public domain before its receipt from the Disclosing Party, or thereafter enters the public domain through no fault of the Receiving Party;

(c) is subsequently disclosed to the Receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the Disclosing Party; or

(d) is discovered or developed by the Receiving Party independently and without use of or reference to any Confidential Information of the Disclosing Party, as documented by the Receiving Party’s business records; provided, that the foregoing exception shall not apply with respect to Platform Information.

Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the Receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the Receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of the Receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving Party.

5.3 Authorized Disclosures. Notwithstanding the obligations set forth in Section 5.1, the Receiving Party may disclose the Disclosing Party’s Confidential Information (including this Agreement and the terms herein) to the extent:

(a) such disclosure is reasonably necessary, to such Party’s directors, attorneys, independent accountants or financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party; provided, that such recipients are bound by confidentiality and non-use obligations that are at least as restrictive as those contained in this Agreement, except that the term of confidentiality for such recipients may be shorter than the period set forth in this Agreement as long as it is no less than [***];

(b) such disclosure is to a Governmental Authority and necessary (i) to obtain or maintain INDs or Regulatory Approvals within the Territory for any product that the Receiving Party has a right to Exploit under this Agreement, (ii) in order to respond to inquiries, requests or investigations by such Governmental Authority relating to any such product or this Agreement or (iii) in connection with the filing, prosecution or maintenance of Patent Rights as permitted by this Agreement; provided, that Confidential Information that is disclosed pursuant to this Section 5.3(b) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 5 (provided, that such disclosure is not a public disclosure);

(c) such disclosure is required by Applicable Laws or judicial or administrative process; provided, that (i) Confidential Information that is disclosed pursuant to this Section 5.3(c) shall remain otherwise subject to the confidentiality and non-use provisions of this Article 5 (provided, that such disclosure is not a public disclosure), and (ii) the Party disclosing Confidential Information shall cooperate with and reasonably assist the other Party (at the other Party’s cost) if the other Party seeks a protective order or other remedy in respect of any such disclosure and furnish only that portion of the Confidential Information which, in the opinion of Party’s legal counsel, is responsive to such requirement or request;

(d) such disclosure is necessary in order to enforce its rights under this Agreement; or

(e) such disclosure is reasonably necessary or appropriate in connection with exercise of the licenses and other rights granted to the Receiving Party hereunder.

5.4 Publications. As between the Parties, each Party may publish peer reviewed manuscripts or make other forms of public disclosure such as abstracts and presentations

(collectively, “Publications”) regarding such Party’s and its Affiliates’ products; provided, that no such Publication discloses any Confidential Information of the other Party without such other Party’s prior written consent. As between the Parties, RemainCo will have the sole right (but no obligation) to make Publications specifically regarding the SpinCo Platform and the SpinCo Platform Improvements.

5.5 Return of Confidential Information. At any time upon the Disclosing Party’s request, the Receiving Party and its Affiliates shall promptly, at the Receiving Party’s election: (a) return to the other Party; or (b) destroy and provide proof of destruction, all tangible items bearing or containing any Confidential Information of the Disclosing Party (in each case, excluding those items which are deemed to be the Confidential Information of both Parties and any Confidential Information of the Disclosing Party to the extent the continued access to or use of such Confidential Information by the Receiving Party is permitted pursuant to the terms of the Separation and Distribution Agreement or this Agreement, including the rights and licenses granted in this Agreement), except for one (1) copy which may be retained in its confidential files for archive or compliance purposes. Each Party and its Affiliates will also be permitted to retain such additional copies of or any computer records or files containing the other Party’s or any of its Affiliates’ Confidential Information that have been created solely by automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with the retaining Party’s standard archiving and back-up procedures, but not for any other use or purpose. All Confidential Information so retained shall continue to be subject to the terms of this Agreement.

ARTICLE 6

TERM AND TERMINATION

6.1 Except for Sections 2.1(c), 2.9(a)(i) (only as set forth therein), 2.9(b) (only as set forth therein), 7.1, 7.2(a), 7.2(n) and 9.13, which shall be effective upon the Execution Date, the remaining terms of this Agreement shall become effective upon the Effective Date and continue in full force and effect until the date the Parties mutually agree to terminate this Agreement in its entirety (the period from the Effective Date through such termination, the “Term”).

ARTICLE 7

REPRESENTATIONS AND WARRANTIES; COVENANTS

7.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party, as of the Execution Date and the Effective Date, that:

(a) such Party is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized;

(b) such Party (i) has the requisite power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder and (ii) has taken all requisite action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder;

(c) this Agreement has been duly executed on behalf of such Party and is a legal, valid and binding obligation on such Party, enforceable against such Party in accordance with its terms;

(d) all necessary consents, approvals and authorizations of all Governmental Authorities and other Persons required to be obtained by such Party in connection with the execution and delivery of this Agreement, the activities and transactions contemplated by this Agreement, or the performance by such Party of its obligations under this Agreement have been obtained, except, as of the Execution Date, as otherwise set forth in the Transaction Documents; and

(e) the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate any requirement of Applicable Laws, regulations or orders of Governmental Authorities, (ii) do not conflict with, or constitute a breach or default under, any contractual obligation of such Party and (iii) do not conflict with or result in a breach of any provision of the organizational documents of such Party.

7.2 Covenants of SpinCo.

(a) SpinCo shall not, and shall cause its Affiliates not to: (i) grant any license or other interest to any Third Party under the Licensed SpinCo Technology, or effect or permit any corporate restructuring or enter into or amend any other agreement or transaction, in each case, that is or would be inconsistent with or otherwise diminishes or would diminish the rights or licenses granted or to be granted to RemainCo hereunder or take any other action that would cause any Patent Rights or Know-How that are Licensed SpinCo Technology to cease to be Licensed SpinCo Technology or that would be Licensed SpinCo Technology but for such grant, agreement or transaction; (ii) sell, assign, convey, or otherwise transfer any of its right, title or interest in or to any Licensed SpinCo Technology to any Third Party, except, for clarity, for the assignment to RemainCo of all SpinCo Platform Technology pursuant to and in accordance with Section 2.2; (iii) enter into or amend any agreement (including any Existing Third Party Agreement) in a manner that would impose additional obligations or liabilities on RemainCo or would diminish, limit or alter in any respect RemainCo’s rights or otherwise adversely affect RemainCo or its Affiliates, in each case, without RemainCo’s prior written consent; or (iv) incur or permit to incur any lien, security interest or other encumbrance, other than licenses entered into in the ordinary course of business, that are not and would not be inconsistent with and do not and would not otherwise diminish the rights or licenses granted or to be granted to RemainCo hereunder, on the Licensed SpinCo Technology;

(b) SpinCo shall make any and all payments owing by SpinCo or any of its Affiliates to any inventor of any Licensed SpinCo Technology owned by SpinCo or such Affiliate that is required in connection with the creation or exploitation of or transfer of rights to such Licensed SpinCo Technology;

(i) any prior art or other facts that SpinCo believes would result in the invalidity or unenforceability of any of the claims included in any of the SpinCo Patents;

(ii) any inequitable conduct or fraud on the patent office with respect to any of the SpinCo Patents; or

(iii) any Person (other than Persons identified as inventors of inventions claimed in the SpinCo Patents) who claims to be an inventor of an invention claimed in SpinCo Patents;

(d) Exhibit 7.2(d) sets forth a complete and accurate list of all of the SpinCo Patents that exist as of the Execution Date. SpinCo shall update Exhibit 7.2(d) from time to time to reflect additional Patent Rights that become SpinCo Patents prior to the Effective Date or during the Term;

(e) SpinCo shall not, and shall cause its Affiliates, licensees and Sublicensees not to use or practice any of the RemainCo Licensed Technology, the Licensed SpinCo Technology, [***] or the SpinCo Assigned Technology to Exploit a compound, product or product candidate in the Field in the Territory other than (i) an Excluded Product in the Field or (ii) a Cardiovascular Product in the Cardiovascular Field, in each case ((i) and (ii)), in the Territory;

(f) each employee, agent or contractor of SpinCo or its Affiliates, licensees, or Sublicensees shall be bound by invention assignment obligations, including: (i) promptly reporting any Invention or other Intellectual Property Right to SpinCo, its Affiliate, licensee or Sublicensee; (ii) presently assigning to SpinCo, its Affiliate, licensee or Sublicensee all of his or her right, title, and interest in and to any Invention or other Intellectual Property Right; (iii) cooperating in the preparation, filing, prosecution, maintenance and enforcement of any Patent Rights with respect to any Invention or other Intellectual Property Right; and (iv) performing all acts and signing, executing, acknowledging and delivering any and all documents required for effecting the obligations and purposes of this Agreement;

(g) without limiting Section 7.2(a) above, SpinCo shall, and shall cause its Affiliates to, maintain Control of all Patent Rights and Know-How sublicensed to RemainCo under each Upstream License;

(h) SpinCo shall not, and shall cause its Affiliates not to, modify, amend, or terminate or invalidate (or permit to be terminated or invalidated) any Upstream License or waive any right or obligation thereunder in any way that would adversely affect in any material respect RemainCo’s rights or interests under this Agreement, in each case, without RemainCo’s prior written consent;

(i) SpinCo shall not, and shall cause its Affiliates not to, breach any covenant, agreement or obligation under any Upstream License in a manner that would reasonably be expected to give the counterparty to any such agreement the right to terminate or otherwise alter (in a manner adverse to RemainCo or any of its Affiliates or their respective Sublicensees) SpinCo’s rights or obligations under such Upstream License or otherwise diminish the scope or exclusivity of the sublicenses granted to RemainCo under applicable Licensed SpinCo Technology;

(j) (i) in the event that SpinCo or any of its Affiliates receives notice of an alleged breach by SpinCo or any of its Affiliates under any Upstream License, then SpinCo shall promptly, but in no event less than [***] thereafter, provide written notice

thereof to RemainCo and grant RemainCo the right (but not the obligation) to (A) either cure such alleged breach or enter into a direct license with such counterparty (in which case, SpinCo shall use reasonable efforts to assist RemainCo in entering into a direct license with such counterparty under terms no less favorable than those applicable to SpinCo under the Upstream License) and (B) offset any reasonable amounts incurred or paid by RemainCo in connection with the cure of such alleged breach or entry of such direct license, as applicable, against any amounts otherwise payable by RemainCo to SpinCo under this Agreement until fully offset; and (ii) in the event that SpinCo or any of its Affiliates receives notice of any breach by the other party of the applicable Upstream License in a manner that will or is likely to materially adversely affect RemainCo’s rights or obligations under this Agreement, then SpinCo shall promptly, but in no event less than [***] thereafter, provide written notice thereof to RemainCo and use commercially reasonable efforts to take such actions as reasonably requested by RemainCo to enforce such Upstream License. Without limiting the foregoing, in the event an Upstream License terminates during the Term, any sublicense(s) granted from SpinCo to RemainCo under any such Upstream License hereunder shall survive and any amounts that RemainCo shall pay to such Third Party under such sublicense(s) for activities performed in accordance with this Agreement may be offset against any and all amounts otherwise payable by RemainCo to SpinCo hereunder until fully offset;

[***]

(n) Between the Execution Date and Effective Date, SpinCo will not, without the prior written consent of Parent, terminate, modify or amend, or waive, release or assign any rights, obligations or claims under this Agreement.

7.3 RemainCo Standards and Policies. RemainCo or its Affiliates have put in place a Third Party risk management framework that is aimed at promoting the societal and environmental values of the United Nations Global Compact with specific Third Parties that RemainCo deals with (the “Third Party Code”). In connection with the rights granted to SpinCo under and pursuant to this Agreement, SpinCo shall, and shall cause its Affiliates to: (a) comply with the Third Party Code (and any published updates) which can be viewed and downloaded from https://www.novartis.com/esg/reporting/codes-policies-and-guidelines (SpinCo may request a copy free of charge from RemainCo); (b) having regard to Section 12.6 of the Third Party Code, upon RemainCo’s reasonable request, provide information and documentation to RemainCo or its personnel to allow RemainCo to verify compliance with the Third Party Code in the form requested; (c) rectify identified non-compliances with the Third Party Code (where capable of remedy) and report remediation progress to RemainCo and/or its personnel on request; and (d) where required by RemainCo, fully co-operate (at its own expense) with RemainCo and RemainCo personnel in completing and returning, as reasonably instructed, any Questionnaire for Third Parties (and any requested updates to the same during the term of this Agreement). SpinCo represents and warrants that the information provided in any Questionnaire for Third Parties (whether provided before or during this Agreement, including updates to the same) is accurate and complete (and such information shall be treated as being part of this Agreement). SpinCo agrees that (x) its failure to comply with (A) the standards and requirements set out in the Third Party Code or (B) any other requirements set forth in this Section 7.3 or (y) its obstructing or refusing RemainCo’s audit rights as set forth in the Third Party Code, in either case ((x) or (y)), shall constitute a material breach of this Agreement.

7.4 No Other Warranties. EXCEPT AS EXPRESSLY STATED IN THIS ARTICLE 7 OR THE OTHER TRANSACTION DOCUMENTS, (A) NO REPRESENTATION, CONDITION OR WARRANTY WHATSOEVER IS MADE OR GIVEN BY OR ON BEHALF OF REMAINCO OR SPINCO; AND (B) ALL OTHER REPRESENTATIONS, CONDITIONS AND WARRANTIES WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE ARE HEREBY EXPRESSLY EXCLUDED, INCLUDING ANY REPRESENTATIONS, CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. FOR THE AVOIDANCE OF DOUBT, EACH PARTY HEREBY DISCLAIMS ANY AND ALL DILIGENCE OBLIGATIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCT OR TECHNOLOGY.

ARTICLE 8

INDEMNIFICATION; LIABILITY; INSURANCE

8.1 Indemnification by SpinCo. SpinCo shall indemnify, defend and hold harmless RemainCo and its Affiliates and Sublicensees, and each of their respective directors, officers, employees, consultants and agents (collectively, “RemainCo Indemnitees”), from and against all Losses arising out of any Claim brought against any of them to the extent arising or resulting from:

(a) the breach of any representation, warranty or covenant by SpinCo under this Agreement;

(b) the negligence or intentional misconduct of any SpinCo Indemnitees;

(c) any breach of, or indemnification or defense obligation of RemainCo under, [***] the Specified License caused by the act or omission of SpinCo or its Affiliates or Sublicensees; and

(d) the Exploitation of any product that SpinCo has a right to Exploit under this Agreement, whether before, during or after the Term, by or on behalf of SpinCo or its Affiliates or Sublicensees;

except, in each case ((a) – (d)), to the extent caused by the negligence or intentional misconduct of any RemainCo Indemnitee or a breach by RemainCo of any of its representations, warranties or covenants set forth in this Agreement. In no event shall SpinCo be required to indemnify, defend or hold harmless any RemainCo Indemnitees from and against any Losses to the extent such Losses relate to the matters set forth in [***].

8.2 Indemnification by RemainCo. RemainCo shall indemnify, defend and hold harmless SpinCo and its Affiliates and Sublicensees, and each of their respective directors, officers, employees, consultants and agents (collectively, “SpinCo Indemnitees”), from and against all Losses arising out of any Claim brought against any of them to the extent arising or resulting from:

(a) the breach of any representation, warranty or covenant by RemainCo under this Agreement; and

(b) the negligence or intentional misconduct of any RemainCo Indemnitees;

except, in each case ((a) – (b)), to the extent caused by the negligence or intentional misconduct of any SpinCo Indemnitee or a breach by SpinCo of any of its representations, warranties or covenants set forth in this Agreement.

8.3 Indemnification Procedure.

(a) If either Party is seeking indemnification under Section 8.1 or Section 8.2 (the “IndemnifiedParty”), it shall promptly inform the other Party (the “Indemnifying Party”) in writing of the Claim giving rise to the obligation to indemnify pursuant to such Section 8.1 or Section 8.2, as applicable (“Indemnification Claim Notice”) as soon as reasonably practicable after receiving notice of the Claim; provided, however, that failure or delay on the part of the Indemnified Party in providing the Indemnification Claim Notice to the Indemnifying Party shall

not relieve the Indemnifying Party from any obligation hereunder, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the Claim and the nature and amount of the Claim and any Losses related thereto (to the extent that the nature and amount of such Loss is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall promptly furnish to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent with respect to any applicable Losses and Claims.

(b) Subject to the provisions of Sections 8.3(c) and 8.3(d), the Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within [***] after receipt of the Indemnification Claim Notice, to assume the direction and control of the defense and handling of any such Claim, at the Indemnifying Party’s expense, in which case Section 8.3(d) below shall govern. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify the Indemnified Party with respect to the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold the Indemnified Party harmless from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within [***] after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, Section 8.3(d) shall govern.

(c) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party shall have the right to and shall assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for the Claim on behalf of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the defense of such Claim with its own counsel and at its expense. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided.

(d) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 8.3(b) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s expense, select counsel reasonably acceptable to the Indemnifying Party in connection with conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s request but at no expense to the Indemnified Party, and shall be entitled to participate in the defense and handling of such Claim with its own counsel and at its expense.

8.4 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN CONTRACT, TORT, NEGLIGENCE BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES TO THE EXTENT ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 8.4 IS INTENDED TO OR SHALL LIMIT OR RESTRICT (A) THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF A PARTY UNDER SECTION 8.1 OR SECTION 8.2, (B) A PARTY’S LIABILITY FOR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS IN ARTICLE 5, (C) SPINCO’S BREACH OF ITS EXCLUSIVITY OBLIGATIONS IN SECTION 2.7, (D) SPINCO’S BREACH OF ITS INTELLECTUAL PROPERTY ASSIGNMENT OBLIGATIONS IN SECTION 2.2, (E) SPINCO’S BREACH OF THE ROFN RIGHTS GRANTED TO REMAINCO IN ARTICLE 3, OR (F) A PARTY’S LIABILITY FOR GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT OR FRAUD UNDER OR IN CONNECTION WITH THIS AGREEMENT.

8.5 Insurance. Each Party shall procure and maintain at its own cost, with financially stable and reputable insurers, adequate insurance protection that is usual and customary for its respective business operations, including general and products liability insurances, and reasonably necessary to cover its actual and potential insurable liabilities under this Agreement. Any deductible associated with a Party’s third-party insurance policy shall be the responsibility of that Party and cannot be passed on to the other Party. SpinCo acknowledges and agrees that RemainCo may fulfill some or all of its foregoing obligations under this Section 8.5 by means of self-insurance to the same extent, where permitted by law. It is understood that such insurance, or self-insurance, shall not be construed to create a limit of either Party’s liability, including with respect to its indemnification obligations under this Article 8. Each Party will be provided at least [***] prior written notice of any cancellation or material decrease in the other Party’s insurance coverage limits in the event such cancellation or material decrease impacts the obligations set forth under this Agreement.

ARTICLE 9

GENERALPROVISIONS

9.1 Assignment. Neither Party may assign this Agreement or any of its rights or

obligations hereunder without the other Party’s prior written consent, except that (a) RemainCo may, without SpinCo’s consent, assign this Agreement, or any of its rights or obligations under this Agreement, to one or more of its Affiliates; and (b) either Party may, without the other Party’s consent, assign this Agreement in its entirety to a successor to all or substantially all of its business or assets to which this Agreement relates. Any permitted assignee will assume all obligations of its assignor under this Agreement (or related to the assigned portion in case of a partial assignment). Any attempted assignment in contravention of the foregoing will be null and void. Subject to the terms of this Agreement, this Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

9.2 Severability. Should one or more of the provisions of this Agreement become invalid, void or unenforceable as a matter of law, then this Agreement shall be construed as if such provision were not contained herein and the remainder of this Agreement shall be in full force and effect, and the Parties will use commercially reasonable efforts to substitute for the invalid, void or unenforceable provision a valid and enforceable provision which conforms as nearly as possible with the original intent of the Parties.

9.3 Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when: (a) delivered by hand (with written confirmation of receipt); or (b) when received by the addressee, if sent by an internationally recognized overnight delivery service (receipt requested), in each case, to the appropriate addresses set forth below (or to such other addresses as a Party may designate by notice):

If to the Company or SpinCo (prior to the Effective Date):

Avidity Biosciences, Inc.
3020 Callan Road
San Diego, CA 92121
Attention:	[***]
Email:	[***]
with a copy to (which shall not constitute notice):
Kirkland & Ellis LLP
200 Clarendon Street
Boston, MA 02116
Attention:	Graham Robinson
	Laura Knoll
	Merric Kaufman
	Greg Schuster
Email:	[***]

If to SpinCo (after the Effective Date):

	Atrium Therapeutics, Inc.
	10578 Science Center Drive, Suite 125
	San Diego, CA 92121
	Attention:	[***]
	Email:	[***]
If to the Company (after the Effective Date):
	Novartis AG
	c/o Novartis International AG
	Lichtstrasse 35
	4056 Basel
	Switzerland
	Attention:	[***]
	Email:	[***]
	with a copy to (which shall not constitute notice):
	Covington & Burling LLP
	One CityCenter
	850 Tenth Street, NW
	Washington, DC 20001
	Attention:	Catherine J. Dargan
		Michael J. Riella
		Alicia Zhang
	Email:	[***]

9.4 Dispute Resolution.

(a) In the event of any dispute, controversy or claim, whether statutory or sounding in tort, contract or equitable principles, arising out of, relating to or in any way concerning this Agreement or any term or condition thereof, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof, **** or the performance by either Party of its obligations hereunder, whether before or after termination of this Agreement (each, a “Dispute”), either Party may refer the Dispute to the Executive Officers, who shall attempt in good faith to resolve such Dispute. If the Executive Officers cannot resolve such Dispute within [***] of the matter being referred to them, either Party shall be free to initiate the arbitration proceedings outlined in Section 9.4(b) below for such Dispute.

(b) Subject to Section 9.4(a), any Dispute shall be resolved solely and

exclusively by final and binding arbitration conducted as set forth in this Section 9.4(b). Whenever a Party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the other Party at least [***] before commencing proceedings. The arbitration will be conducted by a panel of three (3) arbitrators bound by The Code of Ethics for Arbitrators in Commercial Disputes in accordance with the Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”). The claimant shall nominate an arbitrator in its request for arbitration. The respondent shall nominate an arbitrator within [***] of the receipt of the request for arbitration. The two (2) arbitrators nominated by the Parties shall together, within [***] of the appointment of the later-nominated arbitrator, nominate a third arbitrator as the chairperson of the arbitration panel. If any of the three (3) arbitrators are not nominated within the time prescribed above, then the AAA shall appoint the arbitrator(s) in accordance with the Rules. The arbitrators shall have significant experience in the pharmaceutical industry and shall not include any current or former employee, consultant, officer or director of RemainCo or SpinCo (or their respective Affiliates), or otherwise have any current or previous relationship with RemainCo or SpinCo or their respective Affiliates. The seat of the arbitration shall be New York City, New York, and the language of the arbitration shall be English. The arbitrators shall issue their written reasoned opinion within [***] of the close of the proceedings. No arbitrator (nor the panel of arbitrators) shall have the power to award punitive damages under this Agreement and such award is expressly prohibited. Decisions of the panel of arbitrators shall be final and binding on the Parties. Judgment on the award so rendered may be entered in any court of competent jurisdiction. The cost of the arbitration will be borne solely by the non-prevailing Party thereto.

(c) Notwithstanding any provision to the contrary set forth in this Agreement, if a dispute arises under this Agreement with respect to the validity, scope, enforceability, or ownership of any Patent Right or other intellectual property rights, and such dispute is not resolved in accordance with Section 9.4(a), then such dispute will be submitted to a court of competent jurisdiction in the jurisdiction in which such Patent Right or other intellectual property right was granted or arose.

(d) Nothing in this Section 9.4 shall preclude either Party from seeking interim or provisional relief, including a temporary restraining order, preliminary injunction or other interim equitable relief concerning a Dispute, in each case, if necessary to protect the interests of such Party without the necessity of posting bond.

(e) The existence of the arbitration, any non-public information provided in the arbitration, and any submissions, orders or awards made in the arbitration shall not be disclosed to any non-party except the arbitrators, the AAA, the Parties, their counsel, experts, witnesses, accountants, auditors, insurers, reinsurers, and any other person necessary to the conduct of the arbitration except to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings; provided, that each Party, in any filing to confirm an award, shall not disclose any such information unless such confirmation is necessary in order for such Party to enforce a ruling under Section 9.4(b).

9.5 Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, U.S., without reference to any rules of conflict of laws; provided, that the United Nations Convention on Contracts for International Sale of Goods shall not apply.

(b) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWS THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. THE PARTIES AGREE THAT EITHER OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT BETWEEN THE PARTIES IRREVOCABLY TO WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT, WHICH WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

9.6 Compliance with Law. Each Party shall perform its obligations under this Agreement in accordance with all Applicable Laws. No Party shall, or shall be required to, undertake any activity under or in connection with this Agreement which violates, or which it believes, in good faith, may violate, any Applicable Laws.

9.7 Export Control. This Agreement is made subject to any restrictions concerning the export of products or technical information from the United States or other countries which may be imposed upon or related to SpinCo or RemainCo from time to time, and both Parties agrees to comply with all such export control laws.

9.8 Entire Agreement; Amendments. This Agreement, including the Exhibits hereto, together with the other Transaction Documents, contains the entire agreement and understanding of the Parties with respect to the subject matter hereof. Any other express or implied agreements and understandings, negotiations, writings and commitments, either oral or written, with respect to the subject matter hereof (except as set forth in the other Transaction Documents), including the Original License Agreement are superseded by the terms of this Agreement. For clarity, the terms of the Original License Agreement were effective from the Original Effective Date until the Effective Date and shall apply and be enforceable with respect to any acts or omissions prior to the Effective Date. This Agreement may be amended, or any term hereof modified, only by a written instrument duly executed by authorized representative(s) of both Parties hereto.

9.9 Independent Contractors. It is expressly agreed that SpinCo and RemainCo shall be independent contractors and that the relationship between the Parties shall not constitute a partnership, joint venture or legal entity of any type. Neither SpinCo nor RemainCo shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior written consent of the other Party. Neither Party shall report this Agreement or the relationship between the Parties as a partnership for tax purposes unless required by law.

9.10 Waiver. No provision of this Agreement shall be waived by any act, omission or knowledge of a Party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party. The waiver by either Party of any right hereunder, or of any failure of the other Party to perform, or of any breach by the other Party, shall not be deemed a waiver of any other right hereunder or of any other breach by or failure of such other Party whether of a similar nature or otherwise.

9.11 Cumulative Remedies. No remedy referred to in this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to in this Agreement or otherwise available under law.

9.12 Further Actions. RemainCo and SpinCo hereby covenant and agree, without the necessity of any further consideration, to execute, acknowledge and deliver any and all such other documents and take any such other action as may be reasonably necessary to carry out the intent and purposes of this Agreement.

9.13 No Third Party Beneficiary Rights. The provisions of this Agreement are for the sole benefit of the Parties and their successors and permitted assigns, and they shall not be construed as conferring any rights to any Third Party (including any Third Party beneficiary rights), except (a) the Parties hereto acknowledge and agree that Parent is a third party beneficiary hereof and shall be entitled to the benefits of, and to enforce against SpinCo, SpinCo’s obligations under this Agreement as if Parent was a Party to this Agreement and (b) with respect to certain RemainCo Indemnitees and certain SpinCo Indemnitees who are Third Parties solely with respect to Article 8; provided, that RemainCo and SpinCo shall have the sole right to exercise, claim, amend, waive, or modify the terms of Article 8 with respect to such RemainCo Indemnitees and such SpinCo Indemnitees, respectively.

9.14 Extension toAffiliates. RemainCo shall have the right to extend the rights, immunities and obligations granted in this Agreement to one or more of its Affiliates. All applicable terms and provisions of this Agreement shall apply to any such Affiliate to which this Agreement has been extended to the same extent as such terms and provisions apply to RemainCo. RemainCo shall remain primarily liable for any acts or omissions of its Affiliates.

9.15 Expenses. Except as otherwise expressly provided in this Agreement, each Party shall pay the fees and expenses of its respective lawyers and other experts and all other expenses and costs incurred by such Party incurred in connection with the negotiation, preparation, execution, delivery and performance of this Agreement.

9.16 English Language. This Agreement is written and executed in the English language. Any translation into any other language shall not be an official version of this Agreement and, in the event of any conflict in interpretation between the English version and such translation, the English version shall prevail.

9.17 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail, including Adobe^™^ Portable Document Format (PDF) or any electronic signature complying with the U.S. Federal ESIGN Act

of 2000, and any counterpart so delivered will be deemed to be original signatures, will be valid and binding upon the Parties, and, upon delivery, will constitute due execution of this Agreement.

<SIGNATURE PAGE FOLLOWS>

IN WITNESS WHEREOF, the Parties intending to be bound have caused this License Agreement to be executed by their duly authorized representatives as of the Execution Date.

Avidity Biosciences, Inc.		Atrium Therapeutics, Inc.
By:		By:
Name:	/s/ Sarah Boyce	Name:	/s/ Kathleen Gallagher
Title:	President & Chief Executive Officer	Title:	Chief Executive Officer

[Signature Page toLicense Agreement]

EXHIBIT 1.79

[***]

EXHIBIT 1.122

[***]

EXHIBIT 1.127

[***]

EXHIBIT 1.136

[***]

EXHIBIT 1.155

[***]

EXHIBIT 7.2(d)

[***]

EX-10.2

Exhibit 10.2

TRANSITION SERVICESAGREEMENT

by and between

Avidity Biosciences, Inc.

and

AtriumTherapeutics, Inc.

Dated as of February 26, 2026

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS		1
1.1	Certain Defined Terms	1
1.2	Construction	3
ARTICLE 2 SERVICES		3
2.1	Provision of Services	3
2.2	Duration of Services	3
2.3	Additional Services	4
2.4	Services Performed by Affiliates and Third-Parties	4
2.5	Services Standard	4
2.6	Maintenance; Modifications	5
2.7	Transition Management	5
2.8	Cooperation	6
2.9	Third-Party Consents and Licenses	6
2.10	IT Separation Plan	7
2.11	Exclusions; Compliance with Law	7
2.13	SpinCo Personnel Retention Program	8
ARTICLE 3 COMPENSATION		9
3.1	Service Charges	9
3.2	Invoicing	10
3.3	Due Date	10
3.4	Tax Matters	11
3.5	Records; Audit	11
ARTICLE 4 INTELLECTUAL PROPERTY		12
4.1	Ownership	12
4.2	License to Intellectual Property	12
ARTICLE 5 CONFIDENTIALITY; DATA PROTECTION		13
5.1	Confidentiality Obligations	13
5.2	Data Processing Addendum	13
5.3	Security of IT Assets and Data	13
ARTICLE 6 LIMITATION OF LIABILITY; INDEMNIFICATION		14
6.1	Limitation of Liability	14
6.2	Indemnification	14
6.3	Indemnification Procedures	14
6.4	Liability for Payment Obligations	15

6.5	Exclusion of Other Remedies	15
ARTICLE 7 TERM AND TERMINATION		15
7.1	Term	15
7.2	Termination of Services	15
7.3	Effect of Termination	16
7.4	Surviving Obligations	17
ARTICLE 8 MISCELLANEOUS		17
8.1	Force Majeure	17
8.2	Independent Contractors	17
8.3	Governing Law	17
8.4	Dispute Resolution	18
8.5	Notices	18
8.6	No Benefit to Third-Parties	18
8.7	Amendment	19
8.8	Waiver	19
8.9	Expenses	19
8.10	Assignment	19
8.11	Non-Recourse	20
8.12	Severability	20
8.13	No Setoff	20
8.14	Conflicts	20
8.15	Joint Drafting	21
8.16	Counterparts	21
8.17	Entire Agreement	21

SCHEDULES

Schedule A Services Provided by SpinCo to RemainCo

Schedule B Services Provided by RemainCo to SpinCo

Schedule C Excluded Services

Schedule D SpinCo Retention Program

TRANSITION SERVICES AGREEMENT

This Transition Services Agreement (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”) is made and executed as of February 26, 2026 (the “Effective Date”), by and between Avidity Biosciences, Inc., a Delaware corporation (“RemainCo”), and Atrium Therapeutics, Inc., a Delaware corporation (“SpinCo”). RemainCo and SpinCo are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, Novartis AG, a company limited by shares (Aktiengesellschaft) incorporated under the laws of Switzerland (“Parent”), Ajax Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), and RemainCo are parties to that certain Agreement and Plan of Merger, dated as of October 25, 2025 (as amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into RemainCo, with RemainCo surviving such merger as a wholly owned subsidiary of Parent;

WHEREAS, in connection with the transactions contemplated by the Merger Agreement, RemainCo, SpinCo, and, solely with respect to the sections specified therein, Parent, have entered into that certain Separation and Distribution Agreement, dated as of October 25, 2025 (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”), pursuant to which, on the terms and subject to the conditions set forth therein, the parties thereto will effect the separation of the SpinCo Business and the RemainCo Business; and

WHEREAS, in furtherance of the transactions contemplated by the Separation Agreement, the Parties desire that each Party shall provide or cause to be provided to the other Party certain services and other assistance on a transitional basis and in accordance with the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Certain Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed thereto in the Separation Agreement or the Merger Agreement, as applicable. The following capitalized terms used in this Agreement shall have the meanings set forth below.

“Affiliate” has the meaning set forth in the Merger Agreement; provided that, for the avoidance of doubt, from and after the Effective Date, (a) none of Parent, RemainCo or any of their respective Subsidiaries shall be deemed to be an Affiliate of SpinCo or any of SpinCo’s Subsidiaries and (b) none of SpinCo or any of its Subsidiaries shall be deemed to be an Affiliate of Parent, RemainCo or any of their respective Subsidiaries.

“Base Service Period” has the meaning set forth on Schedule A.

“Cause” means (a) willful failure by a SpinCo Service Provider substantially to perform his or her duties and responsibilities to SpinCo or any of its Affiliates or deliberate violation by such SpinCo Service Provider of a SpinCo policy; (b) commission by a SpinCo Service Provider of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to SpinCo or any of its Affiliates; (c) unauthorized use or disclosure by a SpinCo Service Provider of any proprietary information or trade secrets of SpinCo, Parent, RemainCo or any of their respective Subsidiaries or any other party to whom such SpinCo Service Provider owes an obligation of nondisclosure as a result of such SpinCo Service Provider’s relationship with SpinCo; or (d) willful breach by a SpinCo Service Provider of any obligations under any written agreement or covenant with SpinCo or any of its Affiliates; provided, however, that any provision in an agreement between a SpinCo Service Provider and SpinCo or one of its Affiliates, which contains a conflicting definition of “Cause” for termination and which is in effect at the time of such termination, shall supersede this definition with respect to that SpinCo Service Provider. In addition, Cause shall be deemed to exist if SpinCo management reasonably determines that a SpinCo Service Provider has failed to satisfactorily perform such SpinCo Service Provider’s duties and responsibilities in a manner necessary for SpinCo to fulfill its obligations hereunder.

“Out-of-Pocket Costs” means any reasonable and documented amounts paid by the Providing Party or its Affiliates to Third Parties in connection with the performance of Services, including (a) costs incurred by the Providing Party or its Affiliates under Contracts with Third Parties (with such costs being a reasonable proration if the Contract benefits both Parties’ businesses); (b) subject to Section 2.9, fees associated with securing any Required Consents; and (c) travel-related costs.

“Providing Party” means, with respect to any Service, the Party providing such Service under this Agreement.

“ReceivingParty” means, with respect to any Service, the Party receiving such Service under this Agreement.

“RemainCo Service Provider” has the meaning set forth on Schedule B.

“SpinCo Service Provider” has the meaning set forth on Schedule A.

“Third Party” means any Person other than RemainCo, SpinCo and their respective Affiliates and permitted successors and assigns.

The terms set forth below shall have the meanings ascribed thereto on the referenced page of this Agreement:

Term	Page
Access Charges		12
Accessing Party		15
Term	Page
---	---	---
Additional Service		6
Affiliate		3

Agreement	3
Base Service Period	4
Cause	4
Data Processing Addendum	15
Effective Date	3
Excluded Services	5
Force Majeure Event	19
Granting Party	15
Invoice	12
IT Assets and Data	15
Merger Agreement	3
Merger Sub	3
Nonparty Affiliates	22
Notice of Disagreement	12
Out-of-Pocket<br>Costs	4
Outside Date	17
Parent	3
Parties	3
Party	3
Providing Party	4
Receiving Party	4
---	---
RemainCo	3
RemainCo Service Provider	4
RemainCo Services	5
Required Consents	9
Security Policies	15
Separation Agreement	3
Service Charges	12
Services	5
Services Standard	7
Services Taxes	13
SpinCo	3
SpinCo Retention Program	11
SpinCo Service Provider	4
SpinCo Services	5
Termination Charges	18
Third Party	4
Transition Manager	8
TSA Dispute	20

1.2 Interpretation. Section 1.2 of the Separation Agreement is hereby incorporated by reference into this Agreement, mutatis mutandis.

ARTICLE 2

SERVICES

2.1 Provision of Services.

2.1.1 Upon the terms and subject to the conditions of this Agreement, (i) SpinCo shall provide, or cause to be provided, to RemainCo or its applicable Affiliates (as designated in writing by RemainCo) the services set forth on Schedule A (the “SpinCo Services”), and (ii) RemainCo shall provide, or cause to be provided, to SpinCo or its Affiliates (as designated in writing by SpinCo) the services set forth on Schedule B (the “RemainCo Services”). For purposes of this Agreement, “Services” means the RemainCo Services and SpinCo Services, individually or collectively, as applicable.

2.1.2 Neither the Providing Party nor any of its Affiliates will be required to perform or to cause to be performed any of the Services for the benefit of any Person other than the Receiving Party and its designated Affiliates. If there is any inconsistency between the terms of Schedule A or Schedule B, on the one hand, and the terms of this Agreement, on the other hand, the terms of this Agreement shall govern. For the avoidance of doubt, the Services do not include, and the Providing Party shall have no obligation to provide, or cause to be provided, any services (a) set forth on Schedule C (the “Excluded Services”) or (b) for use in or for any business other than the RemainCo Business or the SpinCo Business, as applicable. Subject to the terms in this Agreement, in providing its Services hereunder, the Providing Party may use any information

systems, hardware, software, processes and procedures it deems necessary or desirable in its reasonable discretion, subject to Section 2.5.1.

2.2 Duration of Services. Upon the terms and subject to the conditions of this Agreement, the Providing Party shall provide, or cause to be provided, to the Receiving Party and its designated Affiliates each applicable Service until the earliest to occur of, with respect to each such Service, (a) the expiration of the period of duration (including any applicable extensions) for such Service as set forth on Schedule A or Schedule B, as applicable (with respect to each Service, a “Service Period”); (b) the date on which such Service is terminated in accordance with Article 7; and (c) the date on which this Agreement is terminated in accordance with Article 7; provided, that the Receiving Party shall use commercially reasonable efforts in good faith to transition itself to a replacement service, system or facility with respect to each Service as soon as reasonably practicable prior to the end of the Service Period for each such Service.

2.3 Additional Services. If, within 60 days following the Effective Date, the Receiving Party (a) identifies in writing any additional service (other than an Excluded Service) not set forth on Schedule A or Schedule B, as applicable, that was provided by the Company in support of the SpinCo Business or RemainCo Business, as applicable, during the 12 months immediately prior to the date of the Separation Agreement, and (b) reasonably and in good faith believes that such service is necessary or reasonably useful in order for the RemainCo Business or SpinCo Business, as applicable, to continue to operate following the Effective Date in substantially the same manner in which the Company operated such business during the 12 months immediately prior to the date of the Separation Agreement (such service, an “Additional Service”), then the Providing Party shall use commercially reasonable efforts to provide, or cause to be provided, such Additional Service in a manner consistent with the terms of this Agreement, subject to mutual agreement between the Parties regarding the service charge and applicable service period with respect to such Additional Service. For clarity, the Additional Services shall not include any Excluded Service or any service that would be prohibited by applicable Law, and no Party shall be required to provide, or cause to be provided, any Additional Service for a Service Period that extends beyond the Outside Date or the latest date permitted under any applicable Law. If any Additional Service is provided in accordance with this Section 2.3, Schedule A or Schedule B, as applicable, shall be amended to describe in reasonable detail the nature, scope, Service Period, Service Charge and other terms applicable to such Additional Service in a manner similar to that in which the Services are described in the then-existing version of such Schedule. Each such amendment to the applicable Schedule, as agreed to in writing by the Parties, will be deemed part of this Agreement as of the date of such agreement and each such Additional Service set forth therein will be deemed a “Service” provided under this Agreement, in each case subject to the terms and conditions of this Agreement and the relevant amendment.

2.4 Services Performed by Affiliates and Third Parties. The Providing Party shall have the right to perform the Services either itself, through an Affiliate or through a subcontractor; provided that, subject to Section 6.1, the Providing Party shall in all cases remain responsible for the performance of its obligations hereunder, including for the performance and any breach of this Agreement by its Affiliates and subcontractors.

2.5 Services Standard.

2.5.1 The Providing Party shall provide, or cause to be provided, the Services [***] (the “ServicesStandard”).

2.5.2 Except as expressly set forth in Section 2.5.1 and subject to the limitations in Article 6, the Parties acknowledge and agree that the Services are provided on an as-is, where-is basis, that the Receiving Party assumes all risks and liability arising from or relating to its use of and reliance upon the Services and the Providing Party makes no representation or warranty with respect thereto. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PROVIDING PARTY HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, COMMERCIAL UTILITY, MERCHANTABILITY, FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE OR USE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, TIMELINESS, COMPLETENESS, THE RESULTS TO BE OBTAINED FROM SUCH SERVICES OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE, AND THE RECEIVING PARTY, ON ITS BEHALF AND ON BEHALF OF ALL OF ITS AFFILIATES, HEREBY ACKNOWLEDGES SUCH DISCLAIMER AND THE RECEIVING PARTY SPECIFICALLY DISCLAIMS THAT IT IS RELYING UPON OR HAS RELIED UPON ANY SUCH REPRESENTATION OR WARRANTY.

2.6 Maintenance; Modifications.

2.6.1 In the event that the Providing Party’s, or its applicable Affiliates’, facilities are temporarily shut down for reasons outside of the Providing Party’s or such Affiliates’ control, with respect to the Services dependent on the operation of such facilities or systems, the Providing Party shall be relieved of its obligations hereunder to provide such Services during the period that such facilities or systems are so shut down in compliance with this Agreement, but shall use commercially reasonable efforts to minimize any period of shutdown. The Receiving Party shall be relieved of its obligation hereunder to pay Service Charges for any Services that cannot be provided by the Providing Party for the duration of such shutdown.

2.6.2 The Providing Party may (a) subject to compliance with the Services Standard, modify the manner of performing a Service if the same modification is made with respect to the entirety of the Providing Party’s provision of such Service to any of its Affiliates and any other Person to whom the Providing Party provides such Service; or (b) modify or terminate a Service if provision of such Service is prohibited or modify a Service if provision of such Service is restricted by applicable Law; provided, however, that, in each such event, the Providing Party shall use commercially reasonable efforts to limit the disruption to the business or operations of

the Receiving Party caused by such modification. The Providing Party’s responsibilities set forth herein shall be amended as reasonably necessary to conform to any such modifications made pursuant to this Section 2.6.2 and the Receiving Party shall use commercially reasonable efforts to comply with any such amendments.

2.7 Transition Management. RemainCo hereby appoints and designates [***], and SpinCo hereby appoints and designates [***] (each such individual, a “Transition Manager”), who will have authority to act on the applicable Party’s behalf with respect to all matters relating to this Agreement and will serve as a point of contact for all questions and issues relating to the Services. Either Party may, by written notice given to the other Party, replace its Transition Managers. During the term of this Agreement, the Transition Managers shall meet (a) once per week from the Effective Date to the date that is three months after the Effective Date, (b) once every two weeks from the date that is three months after the Effective Date to the date that is six months after the Effective Date, and (c) once per month thereafter, or on such other schedule as mutually agreed upon by the Parties, in person or telephonically in order to discuss the Services and the status of the transition and to manage any open issues relating to the Services. Notwithstanding the requirements of Section 8.5, all communications from one Party or any of its Affiliates to the other Party or any of its Affiliates pursuant to this Agreement regarding routine matters involving the Services shall be made through such other Party’s Transition Manager(s), or such other Persons as specified by such Transition Manager(s) in writing.

2.8 Cooperation.

2.8.1 Each of the Receiving Party and the Providing Party shall use commercially reasonable efforts to cooperate with one another in all matters relating to the provision and receipt of the Services (which cooperation may include exchanging necessary and reasonable information and, subject to Section 2.9, obtaining all consents, licenses, sublicenses or approvals, in each case, as necessary to permit each of the Receiving Party and the Providing Party to perform its obligations hereunder).

2.8.2 Each Party shall, and shall cause its Affiliates and subcontractors to, comply with all policies, procedures and codes of conduct of Parent and its Affiliates provided in advance in writing from time to time to the extent that they are reasonably necessary for the provision or receipt of the Services.

2.9 Third Party Consents and Licenses.

2.9.1 With respect to any software license or access to software-based services that are provided under, or as part of, a Service, the Receiving Party shall, and shall cause its Affiliates and subcontractors to, comply with the terms and conditions of the vendor/licensor applicable to such software license or software-based Service, so long as such terms and conditions have been made available to the Receiving Party or are generally available to the public prior to the beginning of the Service Period for such Service.

2.9.2 The Providing Party shall use commercially reasonable efforts to obtain all Third Party consents, licenses (or other appropriate rights), sublicenses and approvals necessary

for the Providing Party to provide or cause to be provided, or for the Receiving Party or its applicable Affiliates to receive, Services (“Required Consents”), and the Receiving Party shall, and shall cause its applicable Affiliates to, reasonably cooperate with the Providing Party in acquiring any such Required Consent; provided, however, that the Providing Party shall not be required to (a) commence or participate in any Proceeding by or before any Governmental Authority or offer to grant any accommodation (financial (subject to this Section 2.9.2) or otherwise), other than ministerial acknowledgements, to any Third Party to obtain any such Required Consent or (b) seek broader rights or more favorable terms for the Receiving Party than those applicable to the Company, as the case may be, prior to the Effective Date or as may be applicable to the Providing Party from time to time after the Effective Date; provided further, the Providing Party nevertheless shall acquire any such Required Consent if the only accommodation requested by the relevant Third Party is financial, and the Receiving Party agrees to advance the Providing Party therefor. **** Notwithstanding the foregoing or anything herein to the contrary, if the Providing Party complies with its obligations under this Section 2.9.2 but is unable to secure any Required Consent or the Receiving Party fails to comply with any of its obligations under this Section 2.9.2, then the Parties shall use commercially reasonable efforts to develop and implement commercially reasonable alternatives for the provision of the applicable Services, and the Providing Party shall use commercially reasonable efforts to supplement, modify, substitute or otherwise alter the applicable Services to provide such Services without such Required Consent. If the Parties are unable to identify such an alternative, the Providing Party shall not be obligated to provide, or cause to be provided, any such Service or to obtain replacement services therefor.

2.10 IT Separation Plan. As soon as practicable following the Effective Date, each of the Parties shall use commercially reasonable efforts, and shall cooperate with one another, to agree upon a plan for the separation of their respective IT Assets. If not agreed by the Parties within 30 days of the Effective Date, such plan will be determined in Parent’s reasonable discretion.

2.11 Exclusions; Compliance with Law.

2.11.1 Subject to the Services Standard, in no event will the Providing Party or any of its Affiliates be required to (a) hire, or, except as set forth in Section 2.13, retain, specific employees, (b) purchase, lease or license any additional equipment, software or other assets; (c) create or supply any documentation or information not currently existing or not reasonably contemplated to be created as part of the Services; (d) enter into new or additional Contracts with Third Parties or change the scope of current Contracts with Third Parties; provided, that this clause (d) shall not limit RemainCo’s obligations under Section 2.2(a) of the Separation Agreement, nor limit RemainCo’s maintenance of CMO Agreements (as defined in Schedule B) or renewal of CMO Agreements, if applicable, to the extent any such CMO Agreement constitutes a RemainCo Asset or a Commingled Contract to the extent relating to the RemainCo Business, in each case, existing as of the Effective Date and that are required for the provision of the Services set forth in Section D of Schedule B; provided, however, that, in connection with the renewal of any such CMO Agreement, RemainCo shall not be required to (i) commence or participate in any Proceeding by or before any Governmental Authority or offer to grant any accommodation (financial or otherwise) to any Third Party to obtain any such renewal, (ii) agree to any such renewal if the applicable CMO Agreement cannot be terminated within 12 months after the effective date of such renewal or if the applicable CMO Agreement requires aggregate payments

by RemainCo or its Affiliates in excess of $500,000, (iii) seek broader rights or more favorable terms for RemainCo or SpinCo than those applicable to the Company, as the case may be, prior to the Effective Date or as may be applicable to RemainCo from time to time after the Effective Date, or (iv) agree to any such renewal if RemainCo determines, in its sole discretion, not to renew or to terminate such CMO Agreement based on its plans for the conduct of the RemainCo Business, unless, in the case of the foregoing clauses (ii) through (iv), SpinCo agrees to assume all obligations (financial or otherwise) under such CMO Agreement that contravene the foregoing clauses (ii) through (iv); or (e) convert or otherwise transform data in connection with the provision of any of the Services or provide Services with respect to any IT Assets other than those maintained and used by the Company with respect to the RemainCo Business or the SpinCo Business, as applicable, during the 12-month period immediately preceding the date of the Separation Agreement.

2.11.2 Notwithstanding anything to the contrary contained in this Agreement or in any Schedule hereto, except to the extent required by applicable Law or to the extent it is expressly stated in Schedule A or Schedule B, as applicable, that a filing obligation exists, none of the Providing Party or any of its Affiliates or subcontractors will be obligated, pursuant to this Agreement or any Schedule hereto, as part of or in connection with the Services provided hereunder, as a result of storing or maintaining any data referred to herein or in any Schedule hereto, or otherwise, to prepare or deliver any notification or report to any Governmental Authority or other Person on behalf of the Receiving Party or any of its Affiliates.

2.11.3 Each Party shall perform its obligations and exercise its rights hereunder in material compliance with all applicable Laws, and shall be responsible for its and its Affiliates’ and subcontractors’ own compliance with any and all Laws applicable to its and their performance under this Agreement. Notwithstanding anything to the contrary herein (but subject to Section 2.9.2), including in Schedule A and Schedule B, neither the Providing Party nor any of its Affiliates or subcontractors shall be required hereunder to take any action (including by providing any Services) that would constitute (a) a violation of applicable Law, (b) a breach of any of the Providing Party’s or its applicable Affiliates’ or subcontractors’ contractual obligations to any Third Party, or (c) any violation of the intellectual property rights of any Third Party. In the event the Providing Party reasonably determines that there is a change in applicable Law that would restrict the delivery of any Service to be provided to the Receiving Party, the Providing Party shall promptly notify the Receiving Party and shall use, and cause its applicable Affiliates and subcontractors to use, commercially reasonable efforts in good faith to provide such Service in a manner as closely as possible to the Services Standard.

2.12 Quality Management. For so long as RemainCo is providing the Service set forth in Section D.1 of Schedule B during the term of this Agreement, SpinCo shall maintain its quality management system established pursuant to Section 2.2(a)(iv) of the Separation Agreement and shall not change such quality management system, provided, that if RemainCo makes any change to its equivalent quality management system and requests such change be made by SpinCo, SpinCo shall correspondingly incorporate such change to its quality management system (at RemainCo’s cost and expense, in an amount not to exceed $25,000 per request) promptly upon such request.

2.13 SpinCo Personnel Retention Program.

2.13.1 SpinCo shall (a) except as provided in Section 2.13.3, continuously employ or engage each SpinCo Service Provider from the Effective Date through the end of the Base Service Period (or if earlier, the effective date of such SpinCo Service Provider’s voluntary resignation) and (b) with respect to each SpinCo Service Provider who is an employee, comply with its obligations set forth in Section 4.4(a)(i) of the Separation Agreement. Notwithstanding Section 4.6 of the Separation Agreement, (i) SpinCo acknowledges and agrees that if SpinCo terminates any SpinCo Service Provider or any SpinCo Service Provider voluntarily resigns, RemainCo shall be permitted to recruit, solicit or hire such SpinCo Service Provider immediately following such SpinCo Personnel’s termination or resignation, and (ii) RemainCo acknowledges and agrees that if RemainCo terminates any RemainCo Service Provider, SpinCo shall be permitted to recruit, solicit or hire such RemainCo Service Provider immediately following termination.

2.13.2 On the Effective Date, SpinCo shall establish a retention program (the “SpinCo Retention Program”) for the SpinCo Service Providers, which shall constitute a Retention Program (as defined in the Separation Agreement), on the terms and conditions set forth on Schedule D, and, from and after the Effective Date, SpinCo shall pay or cause to be paid all retention payments as they become payable to the SpinCo Service Providers in accordance with the SpinCo Retention Program. SpinCo shall not amend or terminate the SpinCo Retention Program without RemainCo’s prior written consent.

2.13.3 Notwithstanding anything to the contrary herein, SpinCo shall not, without Cause or RemainCo’s prior written consent, terminate any SpinCo Service Provider prior to the end of the Service Period applicable to such SpinCo Service Provider for purposes of the Services described in Item 1 of Schedule A. SpinCo shall notify RemainCo in writing promptly, and in no event more than five Business Days, after any SpinCo Service Provider gives notice of resignation, and shall, if reasonably practicable, notify RemainCo in writing five Business Days prior to termination of a SpinCo Service Provider by SpinCo for Cause. If SpinCo terminates the employment or engagement of any SpinCo Service Provider for Cause or any SpinCo Service Provider voluntarily resigns, SpinCo shall make available to RemainCo other SpinCo Service Providers with similar knowledge as such terminated or resigned SpinCo Service Provider, as reasonably agreed with RemainCo, or such other SpinCo Service Providers as requested by RemainCo.

2.13.4 SpinCo agrees that irreparable damage would occur if Section 2.13 of this Agreement was not performed by SpinCo in accordance with its specific terms or was otherwise breached by SpinCo. It is accordingly agreed that RemainCo will be entitled to an injunction or injunctions to prevent breaches of this Section 2.13 by SpinCo and to enforce specifically the terms and provisions of this Section 2.13, this being in addition to any other remedy to which RemainCo is entitled hereunder, at law or in equity.

ARTICLE 3

COMPENSATION

3.1 Service Charges.

3.1.1 In consideration for the performance of the Services, the Receiving Party shall pay to the Providing Party, on a monthly basis, the applicable charges for the Services as set forth on Schedule A or Schedule B, as applicable (the “Service Charges”), and shall reimburse the Providing Party for any Out-of-Pocket Costs incurred by the Providing Party or its applicable Affiliates, unless otherwise set forth on Schedule A or Schedule B, as applicable, without markup (upon receipt of applicable receipts and other reasonable supporting documentation).

3.1.2 To the extent that the Providing Party ceases providing Services during (but not at the end of) a calendar month, the Receiving Party shall be responsible for paying the full Service Charge for such calendar month; provided that, in respect of Services for the calendar month in which the Effective Date occurs, the Service Charge for such Services for such month will be prorated for such partial calendar month.

3.2 Invoicing. ****

3.2.1 Except with respect to Access Charges (which will be invoiced in accordance with the immediately following sentence), no later than 30 days following the end of each calendar month, the Providing Party shall issue to the Receiving Party an invoice setting forth the Service Charges and Out-of-Pocket Costs for such calendar month. With respect to Service Charges designated on Schedule B as Access Charges (the “Access Charges”), no later than 15 days prior to the beginning of each calendar month during the applicable Service Period, RemainCo shall issue to SpinCo an invoice setting forth the Access Charges for such calendar month; provided that (a) the first such invoice shall include the prorated Access Charges for the partial calendar month in which the Effective Date occurs and (b) if the Effective Date occurs less than 15 days before the beginning of a calendar month, RemainCo shall issue the first such invoice on, or as promptly as practicable following, the Effective Date. Each invoice issued in accordance with this Section 3.2.1 is referred to herein as an “Invoice.”

3.2.2 In the event that either Party disagrees with any Invoice or any amount set forth therein, no later than 10 days after receipt of such Invoice, such Party shall give the other Party written notice thereof (a “Notice of Disagreement”), specifying in reasonable detail the nature and amount of any disagreement so asserted. During the 10-day period following the delivery of the Notice of Disagreement, the Parties shall seek in good faith to resolve the dispute. If the Parties cannot resolve the dispute set out in the Notice of Disagreement within this period, the TSA Dispute provisions in Section 8.4 shall apply. For the avoidance of doubt, this Agreement shall continue in full force and effect during the pendency of any such dispute, and each Party shall pay all amounts when due in accordance with Section 3.3. If after any dispute set out in a Notice of Disagreement is finally resolved or adjudicated in accordance with this Section 3.2.2 or, if applicable, Section 8.4, it is determined the Party that provided such Notice of Disagreement was not required to pay all or any portion of the applicable Invoice, then such Party shall invoice, and the other Party shall pay, such amount in accordance with the invoicing and payment procedures set forth in this Article 3.

3.3 Due Date. Except with respect to an Invoice for Access Charges (which will be paid in accordance with the immediately following sentence), the Receiving Party shall pay to the Providing Party the amount set forth on each applicable Invoice (including, for the avoidance of doubt, any disputed amounts set forth on a Notice of Disagreement) promptly, but in no event later than 60 days, after the date of delivery of such Invoice. With respect to each Invoice for Access Charges, SpinCo shall pay to RemainCo the amount set forth on each such Invoice (including, for the avoidance of doubt, any disputed amounts set forth on a Notice of Disagreement) promptly, but in no event later than the first day of the calendar month to which such Access Charges apply. All payments to be made under this Agreement shall be made in United States dollars and paid by wire transfer of immediately available funds to such account designated by the Providing Party by written notice to the Receiving Party from time to time.

3.4 Tax Matters.

3.4.1 The Receiving Party shall bear any and all sales, use, excise, value added, indirect, goods and services and other similar taxes (and any related interest and penalties) imposed on, or payable with respect to, any Service Charges payable by the Receiving Party pursuant to this Agreement (such taxes, the “Services Taxes”). For the avoidance of doubt, this Section 3.4.1 shall not apply to, and RemainCo and SpinCo each shall pay and be responsible for, all Taxes based on their respective income, profits or assets, employment Taxes and all other Taxes not described in the previous sentence that are imposed on each of them or their respective Affiliates.

3.4.2 The Receiving Party (and its applicable Affiliates) shall have the right to withhold or deduct Taxes from any payments made under this Agreement as required by applicable Law. To the extent such amounts are so deducted or withheld and remitted to the appropriate Governmental Authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Party to whom such amounts would otherwise have been paid.

3.4.3 The Providing Party shall use commercially reasonable efforts to (a) minimize the amount of Services Taxes or amounts required to be withheld or deducted under applicable Law by the Receiving Party under Section 3.4.2 and (b) claim any available refunds or credits of Services Taxes or amounts withheld or deducted under applicable Law by the Receiving Party. The Providing Party shall promptly pay (or cause to be paid) to the Receiving Party any Services Taxes recovered by the Providing Party (or its Affiliates) pursuant to the previous sentence.

3.4.4 The Receiving Party and the Providing Party shall use commercially reasonable efforts to cooperate to minimize the imposition of, and the amount of, any taxes described in this Section 3.4 (including through the provision of any relevant forms or other documents). The Providing Party shall keep the Receiving Party reasonably informed with respect to (a) the reporting of Services Taxes, (b) any audit relating to Services Taxes, or (c) any assessment, refund, claim or legal proceeding relating to Services Taxes, including, in each instance, providing the Receiving Party with such information and documentation as is reasonably necessary. Without limiting the generality of the foregoing, upon entering into this Agreement, and at any time thereafter that the Receiving Party reasonably requests, the Providing Party shall provide the Receiving Party an IRS Form W-9 and any similar form reasonably requested by the Receiving Party under any applicable Law, in order to avail themselves of any exemptions from

and to minimize any applicable withholding taxes and backup withholding on any amounts otherwise payable pursuant to this Agreement.

3.5 Records; Audit.

3.5.1 Each Party shall keep and maintain, and shall cause its Affiliates to keep and maintain, complete and accurate records and books of account documenting all expenses and all other data necessary for the calculation of the amounts payable by the other Party under this Agreement consistent with its standard procedures and policies in the ordinary course of business and, in any event, for as long as required by applicable Law.

3.5.2 Each Party will have the right, by reasonable prior written notice given to the other Party, to retain an independent Third Party auditor to audit such other Party’s and its applicable Affiliates’ records and books of account maintained pursuant to Section 3.5.1 in order to confirm the Service Charges or Out-of-Pocket Costs levied by such other Party in connection with Services provided hereunder; provided, that no Party shall be entitled to exercise its audit rights under this Section 3.5.2 more than (a) once during the term of this Agreement (unless, in any case, any prior audit for the same period resulted in an adjustment to amounts due hereunder, in which case such Party shall be entitled to one additional audit during the term of this Agreement, so long as such additional audit is not conducted in the same calendar year as such prior audit), and (b) one year after the end of the period for which an audit is requested. Upon written request by the Party requesting an audit pursuant to this Section 3.5.2, the audited Party shall, or shall cause its applicable Affiliates to, within a reasonable period of time, provide access to all records reasonably requested by the auditing Party in responding to such audit, solely to the extent such records relate to Service Charges or Out-of-Pocket Costs in connection with Services provided hereunder; provided, however, that (i) the audited Party shall not be required to provide the auditing Party such access to the extent, in the audited Party’s reasonable discretion, such access would reasonably be expected to waive any applicable privileges (including attorney client privilege), breach contractual confidentiality obligations or violate any applicable Law; provided, further, that the audited Party shall use its commercially reasonable efforts to provide such access in a manner that would not waive such privilege, breach such obligations or violate such Law, or would otherwise permit such access in a manner that would remove such objection, and (ii) such access shall not unreasonably interfere with the business or operations of the audited Party. All information disclosed pursuant to this Section 3.5 shall be subject to the confidentiality provisions set forth in Article 5.

3.5.3 The Party requesting an audit pursuant to Section 3.5.2 shall bear all out-of-pocket costs and expenses incurred in connection with such audit and any access provided by the audited Party in accordance with Section 3.5.2; provided, however, that the audited Party shall reimburse the Party requesting the audit for all reasonable costs and expenses incurred by such Party in connection with such audit or access if any such audit identifies an underpayment to the auditing Party or an overpayment to the audited Party hereunder in excess of the greater of 10% and $100,000 of the amounts actually payable.

ARTICLE 4

INTELLECTUAL PROPERTY

4.1 Ownership. Ownership of any Inventions (as defined in the License Agreement) arising under this Agreement, and any Intellectual Property Right (as defined in the License Agreement) therein, shall be determined as set forth in Section 4.1 of the License Agreement.

4.2 License to Intellectual Property. The Receiving Party, on behalf of itself and its Affiliates, hereby grants, and shall cause its permitted subcontractors to grant, to the Providing Party and its Affiliates, a limited, royalty-free, fully paid-up, worldwide, non-sublicensable (except to Third Parties solely to the extent required for the provision of the applicable Service), non-exclusive, non-transferable license, solely for the duration of any applicable Service, under any intellectual property rights controlled by the Receiving Party or any of its Affiliates that are necessary to perform such Service, for the sole purpose of providing such Service to the Receiving Party. Except as expressly identified in this Section 4.2, nothing contained in this Agreement shall be deemed to grant either Party or its Affiliates, by implication, estoppel or otherwise, any license rights, ownership rights or other rights in any intellectual property rights owned by or licensed to the other Party (or any Affiliate or permitted subcontractor of the other Party).

ARTICLE 5

CONFIDENTIALITY; DATA PROTECTION

5.1 Confidentiality Obligations. The Parties acknowledge and agree that Article 5 of the License Agreement is hereby incorporated into this Agreement, and shall apply to the activities contemplated by this Agreement to the extent applicable, mutatis mutandis.

5.2 Data Processing Addendum. Each Party shall comply with this Agreement, including this Article 5 and the data processing addendum agreed upon by the Parties (the “Data Processing Addendum”) and all applicable Laws (including applicable privacy laws (to be defined in the Data Processing Addendum)) that are or that may in the future be applicable to the provision of Services hereunder, including as related to any personal information (to be defined in the Data Processing Addendum). If not agreed by the Parties within 30 days of the Effective Date, the Data Processing Addendum will be determined in Parent’s reasonable discretion. The provisions of the Data Processing Addendum shall govern the processing of personal information (to be defined in the Data Processing Addendum) in connection with the provision of Services under this Agreement.

5.3 Security of IT Assets and Data. If either Party or its Affiliates or Third Party service providers (including their respective personnel) (each, an “Accessing Party”) is given access to the IT Assets or any data stored therein or processed thereby (collectively, “IT Assetsand Data”) of the other Party or its Affiliates (collectively, the “Granting Party”) in connection with the provision or receipt of Services, each Accessing Party shall, and shall cause its Affiliates and subcontractors to, comply with all applicable Laws and with all policies and procedures of Parent and its Affiliates related to the privacy or security of IT Assets and Data (collectively, “Security Policies”). Each Accessing Party shall use and access the IT Assets and Data of the Granting Party for the sole purpose of providing or receiving, as applicable, the Services. Each Granting Party reserves the right to suspend access to any of its IT Assets and Data at any time if

such Granting Party reasonably determines that (a) such access poses a security risk to its (or any of its customers’ or vendors’) IT Assets and Data or (b) the Accessing Party has violated applicable Security Policies. Such Granting Party shall restore such access upon remediation, to the sole satisfaction of such Granting Party, of the applicable foregoing circumstances. Each Party shall promptly notify the other Party of any known or reasonably suspected security breach or other security incident affecting the other Party’s or its Affiliates’ IT Assets and Data, and the Parties shall reasonably cooperate with each other in investigating the same and in taking all reasonable actions to remediate the same and to facilitate both Parties’ compliance with applicable Laws (including with respect to any notices or responses relating to the same).

ARTICLE 6

LIMITATION OFLIABILITY; INDEMNIFICATION

6.1 Limitation of Liability.

6.1.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOST OR ANTICIPATED PROFITS OR REVENUES, DIMINUTION IN VALUE, BUSINESS INTERRUPTION OR LOST OR ANTICIPATED OPPORTUNITIES OR ANY DAMAGES CALCULATED BY REFERENCE TO A MULTIPLIER OF REVENUE, PROFITS, EBITDA OR SIMILAR METHODOLOGY, WHETHER OR NOT CAUSED BY OR RESULTING FROM THE ACTIONS BY SUCH PARTY OR THE BREACH OF ITS COVENANTS, AGREEMENTS, REPRESENTATIONS OR WARRANTIES HEREUNDER AND WHETHER OR NOT BASED ON OR IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE.

6.1.2 The aggregate liability and indemnification obligations of each Party (a) in its capacity as a Providing Party (in each case, in connection with the provision of Services by such Providing Party) and (b) in its capacity as a Receiving Party (in each case, in connection with the receipt of Services by such Receiving Party), as applicable, with respect to this Agreement, the Services or the transactions contemplated by this Agreement shall not exceed, in the aggregate in the applicable calendar year, the aggregate amount of Services Charges (excluding any markup to Out-of-Pocket Costs charged by RemainCo in connection with providing the Services) actually paid hereunder to such Party (in its capacity as a Providing Party) or by such Party (in its capacity as a Receiving Party) during such calendar year.

6.2 Indemnification. Subject to the limitations set forth in Section 6.1, each Party shall indemnify, defend and hold harmless the other Party, its Affiliates, and each of such other Party’s and its Affiliates’ respective directors and employees, from and against, and shall compensate and reimburse them for, any and all Losses, to the extent arising or resulting from (a) the gross negligence or willful misconduct of such indemnifying Party, its Affiliates, and each of their respective employees, agents, invitees or subcontractors in providing or using any Services rendered or to be rendered pursuant to this Agreement or (b) any material breach by such

indemnifying Party of this Agreement. Notwithstanding anything to the contrary, this Article 6 shall not apply to Taxes which are exclusively governed by Section 3.4.

6.3 Indemnification Procedures. The provisions set forth in 5.4 of the Separation Agreement shall apply mutatis mutandis to the indemnification provisions of this Agreement, with such conforming changes thereto as are necessary to apply the provisions, and preserve the effect, thereof to the terms of this Agreement.

6.4 Liability for Payment Obligations. Nothing in this Article 6 shall be deemed to eliminate or limit, in any respect, each Party’s express obligation in this Agreement to pay Termination Charges (to the extent applicable) or Service Charges for Services rendered in accordance with this Agreement.

6.5 Exclusion of Other Remedies. Except for equitable remedies that may be available to a Party (including pursuant to Section 2.13.4) and claims for intentional fraud, to the maximum extent permitted by applicable Law, (a) each Party’s and its Affiliates’ sole and exclusive remedy with respect to any and all claims relating to this Agreement or the transactions contemplated by this Agreement shall be pursuant to the indemnification provisions set forth in this Article 6 and (b) each Party hereby waives any and all rights, claims and causes of action whether based on or in warranty, contract, tort (including negligence or strict liability) or otherwise that such Party or its Affiliates may have against the other Party or any of its Affiliates, arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article 6.

ARTICLE 7

TERM AND TERMINATION

7.1 Term.

7.1.1 This Agreement shall commence on the Effective Date and shall continue in full force and effect until the earlier to occur of (a) the date on which this Agreement is terminated in accordance with Section 7.2, (b) the expiration of the Service Period for all outstanding Services or termination by the Receiving Party of all outstanding Services pursuant to Section 7.2, such that neither Party is obligated to provide any further Services pursuant to this Agreement and (c) 12 months thereafter (the date set forth in this clause (c), the “Outside Date”).

7.1.2 Upon 60 days’ advance written notice prior to the expiration of the Service Period for any Service, the Receiving Party may request a service extension. So long as the Receiving Party has been using good faith efforts to migrate off of or replace such Service prior to the end of the applicable Service Period, the Providing Party shall use commercially reasonable efforts to accommodate any such extension. If such a request is made, the Parties shall discuss in good faith the requested scope, duration and other terms, including applicable Service Charge, of such proposed extension. In no event will the term (meaning the initial term and extension period, including any extension periods previously permitted under this Agreement) of a particular Service (a) extend beyond the Outside Date or (b) exceed the maximum period permitted under any Third Party agreement(s) that are necessary to provide or support such Service.

7.2 Termination of Services.

7.2.1 Both Parties may terminate this Agreement with respect to one or more of the Services immediately upon mutual written agreement.

7.2.2 The Receiving Party may at any time, upon 60 days’ prior written notice to the Providing Party, terminate this Agreement with respect to any Service provided to such Receiving Party (in whole, but not in part); provided, that if termination of any Service materially inhibits or prevents the Providing Party’s ability to provide any other Service (as agreed by the Parties in good faith, provided that the Providing Party has given the Receiving Party notice of the same prior to the effectiveness of any such termination), such other Service shall concurrently terminate or be deemed terminated.

7.2.3 Either Party may at any time terminate this Agreement with respect to one or more Services (in whole, but not in part) by giving written notice to the other Party if the other Party commits a material breach of any obligation under this Agreement with respect to any such Service and such material breach continues to exist 30 days after receipt of written notice from the non-breaching Party of such breach and of its intention to exercise its rights under this Section 7.2.3.

7.2.4 Either Party may terminate this Agreement with respect to one or more of the Services immediately upon written notice to the other Party in the event that such other Party (a) commences, or has commenced against it, proceedings under bankruptcy, insolvency or debtor’s relief Laws or similar Laws in any other jurisdiction, (b) makes a general assignment for the benefit of its creditors or (c) ceases operations or is liquidated or dissolved.

7.2.5 Either Party may terminate this Agreement to the extent provided in Section 8.1.

7.2.6 This Agreement will terminate automatically with respect to the Services set forth on Schedule B immediately prior to the consummation of a Change of Control Transaction (as defined in the License Agreement).

7.3 Effect of Termination.

7.3.1 Upon termination (for any reason other than expiration of the Service Period duration) or reduction of any Service (in whole or in part) pursuant to this Agreement, the Receiving Party shall bear any and all costs, fees or expenses payable by the Providing Party with respect to a Service to any Third Party provider as a result of the early termination or reduction of such Service (“Termination Charges”), other than Termination Charges with respect to the termination of any Service by the Receiving Party pursuant to Section 7.2.3 or Section 7.2.4. All Termination Charges shall be invoiced and paid as provided in Article 3.

7.3.2 Upon termination of any Service pursuant to this Agreement, the Providing Party shall have no further obligation to provide the terminated Service, and the Receiving Party shall have no obligation to pay any future Service Charges relating to any such Service; provided that the Receiving Party shall remain obligated to the Providing Party for the (a) Service Charges and other fees, costs and expenses (if any) owed and payable under the terms of this Agreement in

respect of Services provided prior to the effective date of termination, including Service Charges that are billed in arrears, and (b) Termination Charges, only to the extent applicable, as invoiced by the Providing Party to the Receiving Party.

7.3.3 Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement.

7.4 Surviving Obligations. Without limiting the foregoing, Article 1, and Article 3 (to the extent of any Invoices to be issued, or unpaid amounts due, thereunder), and all rights and obligations of each Party under Article 4, Article 5, Article 6, Section 7.2, Section 7.3, this Section 7.4 and Article 8 shall survive the termination or expiration of this Agreement for any reason.

ARTICLE 8

MISCELLANEOUS

8.1 Force Majeure. Except for the obligation to pay monies due and owing, neither Party (nor any Person acting on its behalf) shall be liable for any failure to perform or any delays in performance, and no such Party shall be deemed to be in breach or default of its obligations set forth in this Agreement, if, to the extent and for so long as, such failure or delay is due to any causes that are beyond its reasonable control and without its fault or negligence, including such causes as acts of God, natural disasters, fire, flood, severe storm, earthquake, civil disturbance, lockout, riot, order of any court or administrative body, embargo, acts of government, war (whether or not declared), acts of terrorism, epidemics, pandemics, computer hacking, data breaches, ransom-ware, cybercrime or cyberterrorism or other similar causes (“Force Majeure Event”). In the event of a Force Majeure Event, the Party prevented from or delayed in performing, shall promptly give notice to the other Party and shall use commercially reasonable efforts to avoid or minimize the delay. In the event that the delay continues for a period of at least 15 days, such other Party may elect to suspend performance and extend the time for performance for the duration of the Force Majeure Event. In the event that the delay continues for a period of at least 60 days, such other Party may elect to terminate this Agreement without any liability to any Party. In the event that the Providing Party is unable to provide any Service due to a Force Majeure Event, the Receiving Party will be relieved of its obligation to pay for any such Service to the extent not provided; provided that a Force Majeure Event will not relieve the Receiving Party from its payment obligations under this Agreement with respect to Services actually performed hereunder.

8.2 Independent Contractors. **** Nothing contained herein is intended or will be deemed to make any Party or its respective Affiliates the agent, employee, partner or joint venture of any other Party or its Affiliates or be deemed to provide such Party or its Affiliates with the power or authority to act on behalf of the other Party or its Affiliates or to bind the other Party or its Affiliates to any Contract, agreement or arrangement with any other Person. The Providing Party will act as an independent contractor and not as the agent of the Receiving Party in performing any Service, maintaining control over its employees, its subcontractors and their employees and complying with all withholding of income at source requirements, whether federal, state, local or foreign.

8.3 Governing Law. This Agreement, and all TSA Disputes that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, will be governed by, and enforced and construed in accordance with, the Laws of the State of Delaware, including its statutes of limitations, without regard to the conflict of Laws rules of such state that would result in the application of the Laws of another jurisdiction.

8.4 Dispute Resolution.

8.4.1 In the event of any dispute, controversy, claim or action arising out of or relating to the transactions contemplated by this Agreement, or the validity, interpretation, breach or termination of any provision of this Agreement, or calculation or allocation of the costs of any Service, including indemnification claims and claims seeking redress or asserting rights under any Law, whether in contract, tort, common law, statutory law, equity or otherwise, including any question regarding the negotiation, execution or performance of this Agreement (each, a “TSA Dispute”), the Parties agree that their respective Transition Managers (or such other Persons as each Party may designate) shall negotiate in good faith in an attempt to resolve such TSA Dispute promptly and amicably. If such TSA Dispute has not been resolved to the mutual satisfaction of the Parties within 30 days after the initial notice of the TSA Dispute (or such longer period as the Parties may agree in writing), then the authorized representatives of each of the Parties shall negotiate in good faith in an attempt to resolve such TSA Dispute amicably for an additional 20 days (or such longer period as the Parties may agree in writing). If, at the end of such time, such Persons are unable to resolve such TSA Dispute amicably, then such TSA Dispute shall be resolved in accordance with the dispute resolution process set forth in Section 8.11 of the Separation Agreement; provided that such dispute resolution process shall not modify or add to the remedies available to the Parties under this Agreement.

8.4.2 In any TSA Dispute regarding the amount of a Service Charge or Termination Charge, if after such TSA Dispute is finally adjudicated pursuant to the dispute resolution or judicial process set forth in Section 8.4.1, it is determined that the Service Charge or Termination Charge that the Providing Party has invoiced to the Receiving Party, and that the Receiving Party has paid to the Providing Party, is greater or less than the amount that the applicable charge should have been, then (a) if it is determined that the Receiving Party has overpaid the Service Charge or Termination Charge, then the Receiving Party shall invoice, and the Providing Party shall pay, an amount equal to such overpayment in accordance with the invoicing and payment procedures provided in Article 3 and (b) if it is determined that the Receiving Party has underpaid the Service Charge or Termination Charge, then the Providing Party shall invoice, and the Receiving Party shall pay, an amount equal to such underpayment in accordance with the invoicing and payment procedures provided in Article 3.

8.5 Notices. Except with respect to routine communication by the Transition Managers under Section 2.7, any notice, request, demand, waiver, consent, approval or other communication permitted or required under this Agreement shall be made in accordance with Section 8.14 of the Separation Agreement.

8.6 No Benefit to Third Parties. Except for the rights of any indemnified Person under Article 6, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein expressed or implied will give or be construed to give to ****

any Person, other than the Parties and such successors and assigns, any legal or equitable rights hereunder.

8.7 Amendment. This Agreement (including all Exhibits and Schedules hereto) may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by both Parties.

8.8 Waiver. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver will be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by any Party of any right hereunder or of the failure to perform or of a breach by the other Party will not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise. No failure or delay by any Party in exercising any right, power or privilege hereunder, and no course of dealing between the Parties, will be effective to amend or waive any provision of this Agreement. ****

8.9 Expenses. Except as otherwise specified herein, each Party shall pay its own legal, accounting and other fees and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant hereto and the consummation of the transactions contemplated hereby and any other costs and expenses incurred by such Party.

8.10 Assignment. This Agreement will be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the Parties. Except as otherwise provided for in this Agreement, neither this Agreement nor any right, interest or obligation arising under this Agreement will be assignable, in whole or in part, directly or indirectly, by either Party without the prior written consent of the other Party, and any attempt to assign any rights, interests or obligations arising under this Agreement without such consent shall be void; provided that (a) a Party may assign or delegate any or all of its rights, interests and obligations hereunder to an Affiliate of such Party, so long as such Affiliate agrees pursuant to an agreement in writing reasonably satisfactory to the other Party to be bound by the terms of this Agreement as if named a “Party” hereto, (b) the Providing Party may delegate its performance of the Services to any subcontractor pursuant to Section 2.4, (c) a Party may assign this Agreement or any or all of its rights, interests and obligations hereunder in connection with a merger, reorganization or consolidation transaction in which such Party is a constituent party but not the surviving entity or the sale by such Party of all or substantially all of its assets, so long as the surviving entity of such merger, reorganization or consolidation transaction or the transferee of such assets assumes all the obligations of the relevant Party by operation of law or pursuant to an agreement in writing, reasonably satisfactory to the other Party, to be bound by the terms of this Agreement as if named as a “Party” hereto, and (d) a Party may assign this Agreement or any or all of its rights, interests and obligations hereunder in connection with a sale or disposition of any assets or lines of business of such Party, so long as such assignee agrees pursuant to an agreement in writing reasonably satisfactory to the other Party, to be bound by the terms of this Agreement as if named a “Party” hereto, in each case, without the prior written consent of the other Party; provided, further, that (i) in the case of an assignment pursuant to the foregoing clause (c) or (d), the non-assigning Party will not be required to perform any obligation under this Agreement that would result in the breach or violation of any Third Party Contract by such Party or its Affiliates

without the prior written consent of the non-assigning Party and (ii) in the case of each of the preceding clauses, no assignment permitted by this Section 8.10 will release the assigning Party from liability for the full performance of its obligations under this Agreement, unless agreed to in writing by the non-assigning Party.

8.11 Non-Recourse. All claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and are expressly limited to) the entities that are expressly identified as Parties to this Agreement. No Person who is not a Party, including any past, present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or representative of, and any financial advisor or lender to, any Party, or any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or representative of, and any financial advisor or lender to, any of the foregoing (“Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to, this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach; and, to the maximum extent permitted by Law, each Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates.

8.12 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and reasonably acceptable to the Parties.

8.13 No Setoff. **** No Party shall have any right of setoff of any amounts due and payable, or any Losses arising, under this Agreement against any other amounts due and payable under this Agreement or any amounts due and payable, or any Losses arising, under the Merger Agreement, the Separation Agreement or any other agreement between RemainCo or SpinCo or any of their respective Affiliates. The payment obligations under this Agreement, the Merger Agreement, the Separation Agreement or any other agreement between RemainCo or SpinCo or any of their respective Affiliates, remain independent obligations of each Party, irrespective of any amounts owed to any other Party under this Agreement, the Merger Agreement, the Separation Agreement, or such other agreements.

8.14 Conflicts. In the event of any conflict between the terms and provisions of this Agreement, on the one hand, and the terms and provisions of the Separation Agreement or the License Agreement, on the other hand, the terms and provisions of the Separation Agreement or

the License Agreement, as applicable, will control, without limiting either Party’s rights under or the specific risk allocation provided within this Agreement.

8.15 Joint Drafting. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

8.16 Counterparts. This Agreement may be executed in any number of counterparts and manually or electronically, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Delivery of an executed counterpart of a signature page of this Agreement by electronic mail or other electronic transmission will be effective as delivery of a manually executed original counterpart of this Agreement. ****

8.17 **** Entire Agreement. This Agreement, together with each of the Separation Agreement and the Merger Agreement (including the Schedules and Exhibits expressly contemplated thereby and attached thereto), the Confidentiality Agreement, the Schedules expressly contemplated hereby or attached hereto, and the other agreements, certificates and documents delivered in connection herewith or therewith or otherwise in connection with the transactions contemplated hereby and thereby, contain the entire agreement between the Parties with respect to such transactions and supersede all prior agreements, understandings, promises and representations, whether written or oral, between the Parties with respect to the subject matter hereof and thereof.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above.

AVIDITY BIOSCIENCES, INC.
By:	/s/ Sarah Boyce
	Name: Sarah Boyce
	Title: Chief Executive Officer
ATRIUM THERAPEUTICS, INC.
By:	/s/ Kathleen Gallagher
	Name: Kathleen Gallagher
	Title: Chief Executive Officer

SIGNATURE PAGE TO TRANSITION SERVICES AGREEMENT

Schedule A

[***]

Schedule B

[***]

Schedule C

[***]

Schedule D

[***]

EX-10.3

Exhibit 10.3

Confidential

February 26, 2026

Kathleen Gallagher

[***]

Re: Employment Agreement

Dear Kathleen:

In connection with the distribution (the “Distribution”) by Avidity Biosciences, Inc. (“Avidity”) of all the issued and outstanding shares of common stock, par value $0.001 per share of Atrium Therapeutics, Inc. (the “Company”), you and the Company desire to enter into this Employment Agreement (this “Agreement”), which shall be effective from and after (and subject to the occurrence of) the date of the Distribution and which shall supersede and replace your existing employment agreement with Avidity dated August 29, 2024 (the “PriorAgreement”), which Prior Agreement is being transferred to the Company in connection with the Distribution, upon such effectiveness. In the event that the Distribution does not occur, this Agreement shall be null and void, abinitio. **** The provisions set forth herein shall be in effect from and after the Distribution, and by entering into this Agreement, you understand and agree that you shall have no further rights or claims under the Prior Agreement as of the date of the Distribution.

1. Title. You will serve as the Company’s Chief Executive Officer.

2. Duties. In this position, you will be designated as an executive officer of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You will be responsible for performing such duties as are customary for your position and any other duties or areas of responsibility that may be reasonably requested from time to time by the Company’s Board of Directors (the “Board”), to whom you will report. You shall devote your best efforts and full business time, skill and attention to the performance of your duties. You will also be expected to adhere to the general employment policies and practices of the Company that may be in effect from time to time, except that when the terms of this Agreement conflict with the Company’s general employment policies or practices, this Agreement will control. Your primary work location shall be Lynnfield, Massachusetts. The Company reserves the right to reasonably require you to perform your duties at places other than your primary office location from time to time, and to require reasonable business travel with reimbursement in a manner consistent with the Company’s travel reimbursement policies.

3. Salary. You will be paid an annual base salary of $625,000, less applicable deductions and withholdings, to be paid each month in accordance with the Company’s payroll practices, as may be in effect from time to time.

4. Benefits. You will be eligible to participate in the Company’s standard benefit programs, subject to the terms and conditions of such plans. The Company may, from time to time, change these benefits in its discretion. Additional information regarding these benefits is available for your review upon request.

5. Equity Awards. You will be eligible to receive Stock Awards (as defined below) covering the Company’s common stock under the equity plans maintained by the Company.

6. Performance Bonuses. Commencing in 2026, **** you will be eligible to earn an annual incentive bonus equal to fifty-five percent (55%) of your annual base salary (your “Target Bonus”) Whether you receive such a bonus, and the amount of any such bonus, shall be determined by the Board **** (or duly authorized committee thereof) in its sole discretion, and shall be based upon achievement of performance objectives established by the Board (or duly authorized committee thereof) and other criteria to be determined by the Board (or duly authorized committee thereof). Any bonus shall be paid within thirty (30) days after the Board’s (or such committee’s) determination that a bonus shall be awarded. Except as described in Section 7 below, you must be employed on the day that your bonus (if any) is paid in order to earn the bonus. Therefore, if your employment is terminated either by you or the Company for any reason prior to the bonus being paid, you will not have earned the bonus and no partial or prorated bonus will be paid.

7. At-Will Employment; Termination.

(a) At-Will Employment. Your employment with the Company will be “at-will.” This means that either you or the Company may terminate your employment at any time, with or without Cause or Good Reason (each as defined below), and with or without advance notice. In the event of your termination of employment for any reason, the Company shall pay to you (i) your fully earned but unpaid base salary, when due, through the date of your termination of employment at the rate then in effect, (ii) accrued and unused vacation and/or paid time off, (iii) if your termination occurs after the occurrence of a Change of Control and after the conclusion of a calendar year in respect of which no annual bonus has yet been paid (i.e., such termination occurs on or after January 1, but before the designated payment date for the annual bonus in respect of such completed calendar year), your annual bonus for such completed calendar year based on actual performance as determined by the Board (or duly authorized committee thereof), paid when annual bonuses are paid to the Company’s employees generally for such completed calendar year, but in all events prior to March 15 of the calendar year in which your termination occurs, plus (iv) all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which you may be entitled pursuant to the terms of such plans or agreements at the time of your termination of employment (the “Accrued Obligations”).

(b) Termination For Cause; Resignation Without Good Reason. If, at any time, the Company terminates your employment for Cause, you resign without Good Reason, or if either party terminates your employment as a result of your death or disability, you will receive the Accrued Obligations. Under these circumstances, you will not be entitled to any other form of compensation from the Company, including any severance benefits.

(c) Termination Without Cause; Resignation With Good Reason Notin Connection With a Change of Control. If at any time other than during the Change of Control Period (as defined below), the Company terminates your employment without Cause or you resign for Good Reason, and other than any termination of your employment as a result of your death or disability, and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-l(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to your obligations below, you shall be entitled to receive the following severance benefits (collectively, the “SeveranceBenefits”):

(i) an amount equal to twelve (12) months of your then current base salary (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), to be paid in a lump sum on the sixtieth (60th) day following your Separation from Service (the “Salary Severance”); and

(ii) if you timely elect continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for yourself and your covered dependents under the Company’s group health plans following such termination or resignation of employment, then the Company shall pay the COBRA premiums necessary to continue your health insurance coverage in effect for yourself and your eligible dependents on the termination date until the earliest of (A) the close of the twelve (12) month period following the termination of your employment, (B) the expiration of your eligibility for the continuation coverage under COBRA, or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “COBRA Payment Period”). **** Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums could result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay you on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. You may, but are not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. On the sixtieth (60th) day following your Separation from Service, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment, such payment will be paid to you in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the Separation from Service through such sixtieth (60th) day, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for coverage under another employer’s group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall cease.

(d) Termination Without Cause; Resignation With Good Reason During the Change of Control Period. If the Company terminates your employment without Cause or you resign for Good Reason, and other than any termination of your employment as a result of your death or disability, in each case within fifty-nine (59) days prior to or twenty-four (24) months following the effective date of a Change of Control (as defined herein) (the “Change of Control Period”), and provided such termination constitutes a Separation from Service, then subject to your obligations below, you shall be entitled to receive the following severance benefits

(collectively, the “Change of Control Severance Benefits”) **** in lieu of the Severance Benefits (and for the avoidance of doubt, in no event will you be entitled to both the Severance Benefits and the Change of Control Severance Benefits):

(i) an amount equal to eighteen (18) months of your then current base salary (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), less all applicable withholdings and deductions, to be paid in a lump sum on the sixtieth (60th) day following your Separation from Service (the “Change of Control SalarySeverance”);

(ii) an amount equal to 150% of your Target Bonus for the calendar year in which your termination occurs (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your Target Bonus which would give rise to Good Reason for your resignation, the Target Bonus in effect prior to such material diminution), less all applicable withholdings and deductions, paid in a lump sum on the sixtieth (60th) day following your Separation from Service;

(iii) an amount equal to your Target Bonus for the calendar year in which your termination occurs (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your Target Bonus which would give rise to Good Reason for your resignation, the Target Bonus in effect prior to such material diminution), prorated for the portion of the year that has elapsed through your date of termination of employment with the Company, less all applicable withholdings and deductions, paid in a lump sum on the sixtieth (60th) day following your Separation from Service;

(iv) if you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination or resignation of employment, then the Company shall pay the COBRA premiums necessary to continue your health insurance coverage in effect for yourself and your eligible dependents on the termination date until the earliest of (A) the close of the eighteen (18) month period following the termination of your employment, (B) the expiration of your eligibility for the continuation coverage under COBRA, or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “Change of Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums could result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay you on the first day of each month of the Change of Control COBRA Payment Period, the Special Severance Payment, for the remainder of the Change of Control COBRA Payment Period. You may, but are not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. On the sixtieth (60th) day following your Separation from Service, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment, such payment will be paid to you in a lump sum) equal to the aggregate amount of payments that the Company would

have paid through such date had such payments commenced on the Separation from Service through such sixtieth (60th) day, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for coverage under another employer’s group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall cease; and

(v) acceleration of 100% of any unvested time-based Stock Awards. Such acceleration shall be effective as of the later of (A) the effective date of your Separation from Service, or (B) the date of such Change of Control (for the avoidance of doubt, the accelerated vesting of any Stock Awards that are performance-based shall be governed by the applicable equity plan and agreement or plan regarding such Stock Award pursuant to which they were granted). The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award (and, for the avoidance of doubt, if any Stock Award is subject to more favorable vesting pursuant to any agreement or plan regarding such Stock Award, such more favorable provisions shall continue to apply and shall not be limited by this clause (v)).

(e) Conditions For Receipt of Severance Benefits or Change of Control Severance Benefits. The Severance Benefits or Change of Control Severance Benefits are conditional upon (x) your continuing to comply with your obligations under your Employee Invention Assignment and Confidentiality Agreement; (y) your delivering to the Company an effective, general release of claims in favor of the Company in substantially the form attached hereto as Exhibit A (the “Release”), and any revocation period thereunder having expired, within sixty (60) days following your termination date; and (z) if you are a member of the Board, your resignation from the Board, to be effective no later than the date of your termination date (or such other date as requested by the Board).

(f) No Mitigation. You shall not be required in any way to mitigate the amount of any payment provided for in this Section 7, including, without limitation, by seeking other employment, nor shall the amount of any payment provided for in this Section 7 be reduced by any compensation earned by you as the result of employment with another employer after the termination date of employment, or otherwise.

(g) Definitions.

(i) Definition of Cause. For purposes of this Agreement, “Cause” shall mean one or more of the following: (A) your willful failure substantially to perform your duties and responsibilities to the Company or deliberate violation of a Company policy (B) your commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; (C) your unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company; or (D) your willful breach of any of your obligations under any written agreement or covenant with the Company. The determination as to whether you are being terminated for Cause shall be made in good faith by the Board. The foregoing definition does not in any way limit the Company’s ability to terminate your employment at any time.

(ii) Definition of Good Reason. For purposes of this Agreement, “GoodReason” **** shall mean your resignation from employment with the Company if any of the following actions are taken by the Company without your prior written consent:

(A) a material reduction in your base salary or Target Bonus if such a reduction is not made in proportion to an across-the-board reduction for all senior executives of the Company (and for the avoidance of doubt, following a Change of Control, the reference to senior executives of the Company shall include, without limitation, the senior executives of the ultimate parent entity of the Company (or its successor));

(B) a material reduction or material adverse change in your duties, responsibilities and/or authorities including, without limitation, following a Change of Control, your ceasing to report to the Board of the ultimate parent entity of the Company (or its successor), and/or your ceasing to serve as the Chief Executive Officer of such ultimate parent entity; provided that, prior to a Change of Control, it shall not constitute Good Reason if such reduction is a mere change of title alone or change in reporting relationship and provided further that, changes in your position, title and/or duties as a result of the Distribution shall not constitute Good Reason;

(C) relocation of your principal place of employment to a place that increases your one-way commute by more than fifty (50) miles as compared to your then- current principal place of employment immediately prior to such relocation; or

(D) any other action or inaction that constitutes a material breach by the Company of this Agreement or any agreement under which you provide services.

Provided, however that, such termination by you shall only be deemed for Good Reason pursuant to the foregoing definition if (i) the Company is given written notice from you within ninety (90) days following the first occurrence of the condition that you consider to constitute Good Reason describing the condition and the Company fails to satisfactorily remedy such condition within thirty (30) days following such written notice, and (ii) you terminate employment within ninety (90) days following the end of the period within which the Company was entitled to remedy the condition constituting Good Reason but failed to do so.

(iii) Definition of Change of Control. For purposes of this Agreement, “Change of Control” shall have the meaning given to such term in the Company’s 2026 Incentive Award Plan as in effect on the date hereof, it being understood that the Distribution will not constitute a Change of Control. Notwithstanding the foregoing, if a Change of Control would give rise to a payment or settlement event with respect to any payment or benefit that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change of Control must also constitute a “change in control event” (as defined in Treasury Regulation Section 1,409A-3(i)(5)) in order to give rise to the payment or settlement event for such payment or benefit, to the extent required by Section 409A.

(iv) Definition of Stock Awards. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof.

8. Section 409A. It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Code Section 409A. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)( B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (A) any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in this Agreement), (B) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (C) the reimbursement of any eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (D) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Notwithstanding any provision to the contrary in this Agreement, to the extent any payments to you pursuant to this Agreement constitute “nonqualified deferred compensation” subject to Section 409A of the Code or are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1 (b)(9)(iii), then, to the extent required by Section 409A of the Code or to satisfy such exception, no amount shall be payable pursuant to such sections unless your termination of employment constitutes a Separation from Service.

9. Parachute Payments.

(a) Best Pay Provision. In the event that any payment or benefit received or to be received by you pursuant to the terms of any plan, arrangement or agreement (including any

payment or benefit received in connection with a change in ownership or control or the termination of your employment) (all such payments and benefits being hereinafter referred to as the “Total Payments”) would be subject (in whole or part) to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, then the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (after subtracting the amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which you would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). Except to the extent that an alternative reduction order would result in a greater economic benefit to you on an after-tax basis, the Parties intend that the Total Payments shall be reduced in the following order: (w) reduction of any cash severance payments otherwise payable to you that are exempt from Section 409A of the Code, (x) reduction of any other cash payments or benefits otherwise payable to you that are exempt from Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code, (y) reduction of any other payments or benefits otherwise payable to you on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting and payment with respect to any equity award that is exempt from Section 409A of the Code, and (z) reduction of any payments attributable to the acceleration of vesting or payment with respect to any equity award that is exempt from Section 409A of the Code; provided, in case of clauses (x), (y) and (z), that reduction of any payments or benefits attributable to the acceleration of vesting of Company equity awards shall be first applied to equity awards with later vesting dates; provided, further, that, notwithstanding the foregoing, any such reduction shall be undertaken in a manner that complies with and does not result in the imposition of additional taxes on you under Section 409A of the Code. The foregoing reductions shall be made in a manner that results in the maximum economic benefit to you on an after-tax basis and, to the extent economically equivalent payments or benefits are subject to reduction, in a pro rata manner.

(b) Determinations. All determinations regarding the application of this Section 9 shall be made by an independent accounting firm or consulting group with nationally recognized standing and substantial expertise and experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax retained by the Company prior to the date of the applicable change in ownership or control (the “280G Firm”). **** For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments shall be taken into account which (x) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, or (y) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, (ii) no portion of the Total Payments the receipt or enjoyment of which you shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in

the Total Payments shall be determined by the 280G Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. All determinations related to the calculations to be performed pursuant to this Section 9 shall be done by the 280G Firm in consultation with the Company. The 280G Firm will be directed to submit its determination and detailed supporting calculations to both you and the Company within fifteen (15) days after notification from either the Company or you that you may receive payments which may be “parachute payments.” You and the Company will each provide the 280G Firm access to and copies of any books, records, and documents as may be reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Agreement. The fees and expenses of the 280G Firm for its services in connection with the determinations and calculations contemplated by this Agreement will be borne solely by the Company.

10. Confidentiality Obligations.

(a) Confidentiality Obligations. In connection with your employment, you have signed and agreed to abide by the Company’s standard form of Employee Invention Assignment and Confidentiality Agreement, a copy of which is attached hereto as Exhibit B (the “Confidentiality Agreement”). In your work for the Company, you are expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you are expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. You hereby represent that your employment does not create a conflict with any agreement between you and a third party.

(b) Other Protections. You acknowledge that the Company has provided you with the following notice of immunity rights in compliance with the requirements of the Defend Trade Secrets Act: (i) you shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of confidential information that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; (ii) you shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of confidential information that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (iii) if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the confidential information to your attorney and use the confidential information in the court proceeding, if you file any document containing the confidential information under seal, and do not disclose the confidential information, except pursuant to court order. In addition, nothing in this Agreement or the Confidentiality Agreement shall prevent you from (x) communicating directly with, cooperating with, or providing information to, or receiving financial awards from, any federal, state or local government agency, including without limitation the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice, the U.S. Equal Employment Opportunity Commission, or the U.S. National Labor Relations Board, without notifying or

seeking permission from the Company, (y) exercising any rights you may have under Section 7 of the U.S. National Labor Relations Act, such as the right to engage in concerted activity, including collective action or discussion concerning wages or working conditions, or (z) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination based on a protected characteristic or any other conduct that you have reason to believe is unlawful.

11. Arbitration. To ensure the timely and economical resolution of disputes that may arise in connection with your employment with the Company, to the extent permitted by applicable law, you and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, your employment, or the termination of your employment, including but not limited to statutory claims, shall be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, or if inapplicable, the California Arbitration Act, and to the fullest extent permitted by law by final, binding and confidential arbitration, by a single neutral arbitrator in Marin County, California, chosen jointly by the parties, and will be conducted by JAMS, Inc. (“JAMS”) under the then applicable JAMS rules (which can be found at the following web address: https://www.jamsadr.com/rules-employment-arbitration/ or will be provided to you upon request without charge). If the parties cannot agree on an arbitrator, then JAMS shall appoint an arbitrator in accordance with JAMS rules. By agreeing to this arbitration procedure, both you and theCompany waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The Company acknowledges that you will have the right to be represented by legal counsel at any arbitration proceeding. In addition, all claims, disputes, or causes of action under this paragraph, whether by you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. This paragraph shall not apply to an action or claim brought in court pursuant to the California Private Attorneys General Act of 2004, as amended. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required of you if the dispute were filed in Superior Court. Nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.

12. Successors. This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and our respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties or rights hereunder without the express written consent of the Company. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or

substantially all of the Company’s business and/or assets shall assume the obligations under this Agreement and agree expressly to perform any of the Company’s obligations under this Agreement.

13. Miscellaneous. This Agreement, including the exhibits hereto, is the complete and exclusive statement of all of the terms and conditions of your employment with the Company, and supersedes and replaces any and all prior agreements or representations with regard to the subject matter hereof, whether written or oral, including, without limitation, the Prior Agreement. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified, amended or extended except in a writing signed by you and a duly authorized officer of the Company. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced as if such invalid, illegal or unenforceable provisions had never been contained herein. This Agreement and the terms of your employment with the Company shall be governed in all aspects by the laws of the State of California.

14. Indemnification. You will receive defense and be indemnified by the Company to the full extent of the provisions of the Company’s charter and bylaws and applicable Delaware law and the Indemnification Agreement between you and the Company. ****

15. Withholding and other Deductions. All compensation payable to you hereunder shall be subject to such deductions as the Company is from time to time required to make pursuant to law, governmental regulation or order.

16. Notices. All notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or one (1) business day after being sent by a nationally recognized overnight delivery service, charges prepaid. Notices also may be given electronically via PDF and shall be effective on the date transmitted if confirmed within forty-eight (48) hours thereafter by a signed original sent in the manner provided in the preceding sentence. Notice to you shall be sent to your most recent residence and personal email address on file with the Company. Notice to the Company shall be sent to its physical address set forth on the first page hereto and addressed to the Chair of the Board at the email address provided by the Company for such person.

[SIGNATURE PAGE FOLLOWS]

Best regards,
ATRIUM THERAPEUTICS, INC.
/s/ Sarah Boyce
Sarah Boyce
Chair of the Board
Date: February 26, 2026
Accepted and agreed:
/s/ Kathleen Gallagher
Kathleen Gallagher
Date: February 26, 2026

[Signature Page toEmployment Agreement]

EXHIBIT A

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (“Release”) is made by and between Kathleen Gallagher (“Executive”) and Atrium Therapeutics. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Release shall have the meanings set forth in the Employment Agreement (as defined below).

WHEREAS, the Parties have previously entered into that certain Employment Agreement, effective as of Month [ ], 202[X] (the “Employment Agreement”) and that certain Confidentiality Agreement (as defined in the Employment Agreement); and

WHEREAS, in connection with Executive’s termination of employment with the Company or a subsidiary or affiliate of the Company effective [ ], 20[ ], the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that Executive may have against the Company and any of the Releasees (as defined below).

NOW, THEREFORE, in consideration of the severance payments and benefits described in Section 7 of the Employment Agreement, which, pursuant to the Employment Agreement, are conditioned on Executive’s execution and non-revocation of this Release, and in consideration of the mutual promises made herein, the Company and Executive hereby agree as follows:

1. Severance Payments and Benefits; Salary and Benefits. Provided that the Effective Date occurs and Executive continues to comply with this Release and the Continuing Obligations, the Company agrees to provide Executive with the severance payments and benefits described in Section 7 of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Executive the Accrued Obligations described in Section 7(a) of the Employment Agreement, subject to and in accordance with the terms thereof.

2. Release of Claims. Executive agrees that, other than with respect to the Retained Claims (as defined below), the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company, any of its direct or indirect subsidiaries or affiliates, and any of their current, former and future officers, directors, equity holders, managers, employees, agents, investors, lenders, creditors, attorneys, shareholders, members, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the “Releasees”) related to Executive’s employment or service with the Company or its subsidiaries or termination therefrom. Executive, on Executive’s own behalf and on behalf of any of Executive’s affiliated companies or entities and any of their respective heirs, spouses, family members, executors, beneficiaries, trustees, administrators, legal representatives, agents, successors and assigns (collectively, the “Releasing Parties”), other than with respect to the Retained Claims, knowingly and voluntarily, irrevocably and unconditionally, hereby and forever releases and discharges the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, commitment, suit, controversy,

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action, duty, obligation, or cause of action, cross-claim, counter claim, demand, debt, right, promise, contract, grievance, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, expenses, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this Release becomes effective and enforceable), relating to any matters of any kind, and whether presently known or unknown, suspected or unsuspected, pending or not pending, that Executive or the Releasing Parties may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Executive signs this Release relating to Executive’s employment or service with the Company or its subsidiaries or termination therefrom, including, without limitation:

(a) any and all claims relating to or arising from Executive’s employment or service relationship with the Company or any of its direct or indirect subsidiaries and affiliates and the termination of that relationship;

(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of any shares of stock or other equity interests of the Company or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state law, and securities fraud under any state or federal law;

(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;

(d) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Civil Rights Act of 1866 and 1871; the National Labor Relation Act of 1935; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act of 1963; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act of 1988; the Family and Medical Leave Act of 1993; the Occupational Safety and Health Act; the Immigration Reform and Control Act of 1986; the Pregnancy Discrimination Act; the Consolidated Omnibus Budget Reconciliation Act; the Sarbanes-Oxley Act of 2002; the Internal Revenue Code of 1986; any applicable Executive Order Programs; and their state and local counterparts, including the California Fair Employment and Housing Act, and the California Government Code Section 12940, et. seq., each as amended;

(e) any and all claims for violation of the federal or any state constitution;

(f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;

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(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Release;

(h) any and all claims arising out of the wage and hour and wage payments laws and regulations of the state or states in which Executive has provided service to the Company or any of its affiliates; and

(i) any and all claims for attorneys’ fees and costs (all of the foregoing, collectively referred to herein as the “Claims”).

EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

EXECUTIVE, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

This Release does not release Claims that cannot be released as a matter of law, including, but not limited to, (i) Claims that arise solely and completely after Executive executed this Release, (ii) Claims for breach or enforcement of this Release, (iii) Executive’s right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation and any right to receive an award for information provided thereunder, (iv) Executive’s right to file a charge with or participate in a charge or investigation by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company for discrimination (with the understanding that Executive’s release of claims herein bars Executive from recovering such monetary relief from the Company or any Releasee for any alleged discriminatory treatment other than as otherwise noted above), (v) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, (vi) Claims for indemnity under the bylaws of the Company, as provided for by California or Delaware law or under any applicable indemnification agreement or insurance policy with respect to Executive’s liability as an employee, director or officer of the Company, (vii) Claims to any benefit

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entitlements vested as the date of separation of Executive’s employment pursuant to written terms of any employee benefit plan of the Company or its affiliates and Executive’s right under applicable law and any Retained Claims. This Release further does not release Claims for the Company’s breach of its executory obligations under Section 7 of the Employment Agreement. This Release does not prevent Executive from cooperating with an investigation conducted by any governmental agencies, including without limitation the National Labor Relations Board (the “NLRB”). Nothing herein will prevent Executive from participating in an activity permitted by Section 7 of the National Labor Relations Act or from filing an unfair labor practice charge with the NLRB. Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is sought to be made under seal. The claims described in this paragraph are referred to as the “Retained Claims.”

3. Acknowledgment of Waiver of Claims under ADEA. Executive understands and acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this Release is knowing and voluntary. Executive understands and agrees that this Release does not apply to any rights or claims that may arise under the ADEA after the date Executive signs this Release. Executive understands and acknowledges that the consideration given for this Release is in addition to anything of value to which Executive was already entitled. Executive further understands and acknowledges that Executive has been advised by this writing that: (a) Executive has the right to and is hereby advised to consult with an attorney prior to executing this Release; (b) Executive has [twenty-one (21)]^1^ calendar days from the date of initial receipt within which to consider this Release, although Executive may sign it at any time sooner, and the Parties agree that such time period to review this Release shall not be extended upon any changes to this Release and any such changes are not material or were made at Executive’s request; (c) Executive has seven (7) calendar days following Executive’s execution of this Release to revoke this Release pursuant to written notice to the General Counsel of the Company; (d) this Release shall not be effective until the day immediately following this seven (7) day revocation period has expired; and (e) nothing in this Release prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Executive signs this Release and returns it to the Company in less than the [twenty-one (21)] calendar day period identified above, Executive hereby acknowledges that Executive was afforded the opportunity to have a period of at least [twenty-one (21)] calendar days to consider it and Executive has freely and voluntarily chosen to waive the time period allotted for considering this Release. This Release will become effective on the day immediately following the seventh (7th) calendar day after Executive signed this Release (the “Effective Date”). Executive further understands that Executive will not be given any severance benefits under Section 7 of the Employment Agreement unless this Release is effective on or before the date that is fifty-five (55) days following the date of Executive’s termination of employment.

^1^	For individuals age 40 or over, in the event of a group termination, to be 45 days with an OWBPA disclosure<br>added.

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4. Terminations; Resignations. Executive hereby confirms Executive’s termination from all offices, directorships and other positions, if any, then held with the Company, effective as of the date of Executive’s termination of employment, and shall take all actions reasonably requested by the Company to effectuate the foregoing.

5. Executive Representations. Executive represents and warrants that:

(a) Executive has surrendered to the Company all lists, books and records of, or in connection with, the Company business, and all other property belonging to the Company, it being distinctly understood that all such lists, books and records, and other documents, are the property of the Company.

(b) Executive is not owed wages, commissions, bonuses or other compensation, other than the Accrued Obligations and as set forth in Section 7(a) of the Employment Agreement.

(c) During the course of Executive’s employment, Executive did not sustain any injuries for which Executive might be entitled to compensation pursuant to worker’s compensation law or Executive has disclosed any injuries of which Executive is currently, reasonably aware for which Executive might be entitled to compensation pursuant to worker’s compensation law.

6. Confirmation of Continuing Obligations. Executive hereby expressly reaffirms Executive’s continuing obligations under any agreements or other documents with the Company or any of the other Releasees, including, without limitation, Section 10 of the Employment Agreement and the Confidentiality Agreement, and Executive acknowledges that such obligations shall survive Executive’s termination of employment (collectively, the “Continuing Obligations”).

7. No Assignment. Executive represents and warrants to the Releasees that there has been no assignment or other transfer of any interest in any claim that Executive may have against the Releasees.

8. Severability. In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Release shall continue in full force and effect without said provision or portion of provision.

9. ^2^Governing Law; Venue. This Release shall be governed by and construed in accordance with the laws of the [State of California], without regard to the conflicts of laws principles thereof. Any action brought hereon shall be brought in the state or federal courts sitting in [San Diego County, California], the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over such party and consents to service of process in any manner authorized by [California] law.

10. Dispute Resolution. All disputes under this Release shall be governed by Section 11 of the Employment Agreement.

^2^	To be updated for employee location.

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11. Entire Agreement; Modification. This Release and the Confidentiality Agreement (and the other documents referenced herein and therein, including the Continuing Obligations) set forth the entire understanding of the parties with respect to the subject matter hereof, and supersede all existing agreements between them concerning such subject matter. This Release may be amended or modified only with the written consent of Executive and an authorized representative of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

12. Counterparts; .pdf Signatures. This Release may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. This Release may be executed and delivered by .pdf file and upon such delivery the.pdf signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

13. Voluntary Execution of Agreement. Executive understands and agrees that Executive executed this Release voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of Executive’s claims against the Company and any of the other Releasees. Executive acknowledges that: (a) Executive has read this Release; (b) Executive has not relied upon any representations or statements made by the Company that are not specifically set forth in this Release; (c) Executive has been represented in the preparation, negotiation, and execution of this Release by legal counsel of Executive’s own choice or has elected not to retain legal counsel; (d) Executive understands the terms and consequences of this Release and of the releases it contains; and (e) Executive is fully aware of the legal and binding effect of this Release.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have executed this Release on the respective dates set forth below.

	EXECUTIVE
Dated:
	Print Name: Kathleen Gallagher
	ATRIUM THERAPEUTICS.
Dated:	By:
	Name:
	Title:

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EXHIBIT B

EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT

EX-10.4

Exhibit 10.4

Confidential

February 26, 2026

Brendan Winslow

[***]

Re: Employment Agreement

Dear Brendan:

In connection with the distribution (the “Distribution”) by Avidity Biosciences, Inc. (“Avidity”) of all the issued and outstanding shares of common stock, par value $0.001 per share of Atrium Therapeutics, Inc. (the “Company”), you and the Company desire to enter into this Employment Agreement (this “Agreement”), which shall be effective from and after (and subject to the occurrence of) the date of the Distribution and which shall supersede and replace your existing employment agreement with Avidity dated October 25, 2024 (the “PriorAgreement”), which Prior Agreement is being transferred to the Company in connection with the Distribution, upon such effectiveness. In the event that the Distribution does not occur, this Agreement shall be null and void, abinitio. **** The provisions set forth herein shall be in effect from and after the Distribution, and by entering into this Agreement, you understand and agree that you shall have no further rights or claims under the Prior Agreement as of the date of the Distribution.

1. Title. You will serve as the Company’s Chief Financial Officer.

2. Duties. In this position, you will be designated as an executive officer of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You will be responsible for performing such duties as are customary for your position and any other duties or areas of responsibility that may be reasonably requested from time to time by the Company’s Chief Executive Officer, to whom you will report. You shall devote your best efforts and full business time, skill and attention to the performance of your duties. You will also be expected to adhere to the general employment policies and practices of the Company that may be in effect from time to time, except that when the terms of this Agreement conflict with the Company’s general employment policies or practices, this Agreement will control. Your primary work location shall be La Jolla, California. The Company reserves the right to reasonably require you to perform your duties at places other than your primary office location from time to time, and to require reasonable business travel with reimbursement in a manner consistent with the Company’s travel reimbursement policies.

3. **Salary.**You will be paid an annual base salary of $490,000, less applicable deductions and withholdings, to be paid each month in accordance with the Company’s payroll practices, as may be in effect from time to time.

5. Equity Awards. You will be eligible to receive Stock Awards (as defined below) covering the Company’s common stock under the equity plans maintained by the Company.

6. Performance Bonuses. Commencing in 2026, **** you will be eligible to earn an annual incentive bonus equal to forty percent (40%) of your annual base salary (your “Target Bonus”) Whether you receive such a bonus, and the amount of any such bonus, shall be determined by the Company’s Board of Directors (the “Board”) **** (or duly authorized committee thereof) in its sole discretion, and shall be based upon achievement of performance objectives established by the Board (or duly authorized committee thereof) and other criteria to be determined by the Board (or duly authorized committee thereof). Any bonus shall be paid within thirty (30) days after the Board’s (or such committee’s) determination that a bonus shall be awarded. Except as described in Section 7 below, you must be employed on the day that your bonus (if any) is paid in order to earn the bonus. Therefore, if your employment is terminated either by you or the Company for any reason prior to the bonus being paid, you will not have earned the bonus and no partial or prorated bonus will be paid.

7. At-Will Employment; Termination.

Treasury Regulation Section 1.409A-l(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to your obligations below, you shall be entitled to receive the following severance benefits (collectively, the “Severance Benefits”):

(i) an amount equal to nine (9) months of your then current base salary (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), to be paid in a lump sum on the sixtieth (60th) day following your Separation from Service (the “Salary Severance”); and

(ii) if you timely elect continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for yourself and your covered dependents under the Company’s group health plans following such termination or resignation of employment, then the Company shall pay the COBRA premiums necessary to continue your health insurance coverage in effect for yourself and your eligible dependents on the termination date until the earliest of (A) the close of the nine (9) month period following the termination of your employment, (B) the expiration of your eligibility for the continuation coverage under COBRA, or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “COBRA Payment Period”). **** Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums could result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay you on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. You may, but are not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. On the sixtieth (60th) day following your Separation from Service, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment, such payment will be paid to you in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the Separation from Service through such sixtieth (60th) day, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for coverage under another employer’s group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall cease.

(d) Termination Without Cause; Resignation With Good Reason Duringthe Change of Control Period. If the Company terminates your employment without Cause or you resign for Good Reason, and other than any termination of your employment as a result of your death or disability, in each case within fifty-nine (59) days prior to or twenty-four (24) months following the effective date of a Change of Control (as defined herein) (the “Change of Control Period”), and provided such termination constitutes a Separation from Service, then subject to your obligations below, you shall be entitled to receive the following severance benefits

(i) an amount equal to twelve (12) months of your then current base salary (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), less all applicable withholdings and deductions, to be paid in a lump sum on the sixtieth (60th) day following your Separation from Service (the “Change of Control SalarySeverance”);

(ii) an amount equal to 100% of your Target Bonus for the calendar year in which your termination occurs (at the rate in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your Target Bonus which would give rise to Good Reason for your resignation, the Target Bonus in effect prior to such material diminution), less all applicable withholdings and deductions, paid in a lump sum on the sixtieth (60th) day following your Separation from Service;

(iv) if you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination or resignation of employment, then the Company shall pay the COBRA premiums necessary to continue your health insurance coverage in effect for yourself and your eligible dependents on the termination date until the earliest of (A) the close of the twelve (12) month period following the termination of your employment, (B) the expiration of your eligibility for the continuation coverage under COBRA, or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “Change of Control COBRAPayment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums could result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay you on the first day of each month of the Change of Control COBRA Payment Period, the Special Severance Payment, for the remainder of the Change of Control COBRA Payment Period. You may, but are not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. On the sixtieth (60th) day following your Separation from Service, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment, such payment will be paid to you in a lump sum) equal to the aggregate amount of payments that the Company would

(g) Definitions.

(B) a material reduction or material adverse change in your duties, responsibilities and/or authorities including, without limitation, following a Change of Control, your ceasing to report to the Chief Executive Officer of the ultimate parent entity of the Company (or its successor), and/or your ceasing to serve as the Chief Financial Officer of such ultimate parent entity; provided that, prior to a Change of Control, it shall not constitute Good Reason if such reduction is a mere change of title alone or change in reporting relationship and provided further that, changes in your position, title and/or duties as a result of the Distribution shall not constitute Good Reason;

(D) any other action or inaction that constitutes a material breach by the Company of this Agreement or any agreement under which you provide services.

9. Parachute Payments.

(a) Best Pay Provision. In the event that any payment or benefit received or to be received by you pursuant to the terms of any plan, arrangement or agreement (including any

10. Confidentiality Obligations.

substantially all of the Company’s business and/or assets shall assume the obligations under this Agreement and agree expressly to perform any of the Company’s obligations under this Agreement.

16. Notices. All notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or one (1) business day after being sent by a nationally recognized overnight delivery service, charges prepaid. Notices also may be given electronically via PDF and shall be effective on the date transmitted if confirmed within forty-eight (48) hours thereafter by a signed original sent in the manner provided in the preceding sentence. Notice to you shall be sent to your most recent residence and personal email address on file with the Company. Notice to the Company shall be sent to its physical address set forth on the first page hereto and addressed to the Company’s Chief Executive Officer at the email address provided by the Company for such person.

[SIGNATURE PAGE FOLLOWS]

Best regards,
ATRIUM THERAPEUTICS, INC.
/s/ Kathleen<br>Gallagher
Kathleen Gallagher
Chief Executive Officer
Date: February 26, 2026
Accepted and agreed:
/s/ Brendan Winslow
Brendan Winslow
Date: February 26, 2026

[Signature Page to Employment Agreement]

EXHIBIT A

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (“Release”) is made by and between Brendan Winslow (“Executive”) and Atrium Therapeutics. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Release shall have the meanings set forth in the Employment Agreement (as defined below).

A-1

(e) any and all claims for violation of the federal or any state constitution;

(f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;

A-2

(i) any and all claims for attorneys’ fees and costs (all of the foregoing, collectively referred to herein as the “Claims”).

EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

EXECUTIVE, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

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^1^	For individuals age 40 or over, in the event of a group termination, to be 45 days with an OWBPA disclosure<br>added.

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5. Executive Representations. Executive represents and warrants that:

(b) Executive is not owed wages, commissions, bonuses or other compensation, other than the Accrued Obligations and as set forth in Section 7(a) of the Employment Agreement.

7. No Assignment. Executive represents and warrants to the Releasees that there has been no assignment or other transfer of any interest in any claim that Executive may have against the Releasees.

10. Dispute Resolution. All disputes under this Release shall be governed by Section 11 of the Employment Agreement.

^2^	To be updated for employee location.

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[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have executed this Release on the respective dates set forth below.

	EXECUTIVE
Dated:
	Print Name: Brendan Winslow
	ATRIUM THERAPEUTICS.
Dated:	By:
	Name:
	Title:

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EXHIBIT B

EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT