Form 8-K/A

8-K/A — SANGAMO THERAPEUTICS, INC

Accession: 0001193125-26-279630

Filed: 2026-06-23

Period: 2026-06-18

CIK: 0001001233

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Financial Statements and Exhibits

Documents

8-K/A — d68888d8ka.htm (Primary)

EX-2.1 (d68888dex21.htm)

EX-2.2 (d68888dex22.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A

8-K/A (Primary)

Filename: d68888d8ka.htm · Sequence: 1

8-K/A

NASDAQ 0001001233 0001001233 2026-06-18 2026-06-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2026

SANGAMO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-30171

68-0359556

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

ID Number)

501 Canal Blvd., Richmond, California 94804

(Address of principal executive offices) (Zip Code)

(510) 970-6000

(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)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

SGMO

Nasdaq Capital 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. ☐

On April 28, 2026, Sangamo Therapeutics, Inc. (the “Company”) received a written notification from the Nasdaq Stock Market LLC (“Nasdaq”) of its determination to delist the Company’s common stock as a result of the Company’s ongoing failure to comply with Nasdaq’s minimum bid price requirement. The Company’s common stock was suspended from trading on Nasdaq, and began trading on the OTCQB Venture Market, on May 5, 2026. The Company requested, and completed, a hearing before a Nasdaq Hearings Panel for the purposes of appealing the delisting determination. The timely request for a hearing has stayed delisting but did not stay the trading suspension of the Company’s common stock.

EXPLANATORY NOTE

Sangamo Therapeutics, Inc. is filing this Amendment No. 1 to its Current Report on Form 8-K (this “Amendment”), originally filed with the Securities Exchange Commission on June 23, 2026 (the “Original 8-K”), solely to file exhibits 2.1 and 2.2. This Amendment does not amend or change any of the information previously disclosed in the Original 8-K. Interested parties should refer to the Original 8-K for Items 1.01, 1.03, 2.03 and 2.05.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

2.1#

Asset Purchase Agreement, dated June 22, 2026, by and among Sangamo Therapeutics, Inc., Merope Acquisition Sub, LLC, Eli Lilly and Company, and Sangamo Therapeutics UK Ltd., Sangamo Therapeutics France SAS, and Ceregene, Inc.

2.2#

Asset Purchase Agreement, dated June 22, 2026, by and between Sangamo Therapeutics, Inc. and Astellas Gene Therapies, Inc.

104

Cover Page Interactive Data File (embedded within Inline XBRL document).

Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

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.

SANGAMO THERAPEUTICS, INC.

Dated: June 23, 2026

By:

/s/ SCOTT B. WILLOUGHBY

Name:

Scott B. Willoughby

Title:

Chief Legal Officer and Corporate Secretary

EX-2.1

Filename: d68888dex21.htm · Sequence: 2

EX-2.1

Exhibit 2.1

ASSET PURCHASE AGREEMENT

by and among

SANGAMO

THERAPEUTICS, INC.,

MEROPE ACQUISITION SUB, LLC,

ELI LILLY AND COMPANY,

solely for purposes of Section 10.21, as the Guarantor

and

SANGAMO THERAPEUTICS UK

LTD.,

SANGAMO THERAPEUTICS FRANCE SAS

and

CEREGENE, INC.,

solely for purposes of Section 10.22, as the Seller Subsidiaries

dated as of

June 22, 2026

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND USAGE

Section 1.1

Definitions

Section 1.2

Usage

ARTICLE II SALE AND PURCHASE OF ASSETS; ASSUMPTION OF LIABILITIES

Section 2.1

Sale and Purchase of Assets

Section 2.2

Assumed Liabilities; Retained Liabilities

Section 2.3

Consent of Third Parties; Further Conveyances and Assumptions

Section 2.4

Closing

Section 2.5

Purchase Price, Assumption of Assumed Liabilities

Section 2.6

Deliveries and Proceedings at Closing

Section 2.7

Allocation of Consideration

Section 2.8

Withholding

Section 2.9

Designation of Acquired Contracts

Section 2.10

Contract Cures

Section 2.11

Previously Omitted Contracts

Section 2.12

Designated Purchaser

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER

Section 3.1

Organization and Good Standing

Section 3.2

Power and Authority

Section 3.3

No Conflict; No Violation of Laws

Section 3.4

Sufficiency of Assets; Ownership of Assets

Section 3.5

Real Property

Section 3.6

Contracts; Permits; Prepaid Expenses

Section 3.7

Litigation

Section 3.8

Absence of Changes or Events

Section 3.9

Compliance with Laws; Regulatory Compliance

Section 3.10

Employee Matters

Section 3.11

Benefit Plans

Section 3.12

Taxes

Section 3.13

Intellectual Property

Section 3.14

No Broker’s or Finder’s Fees

Section 3.15

No Inducement or Reliance

Section 3.16

Disclaimer

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER

Section 4.1

Organization and Good Standing

Section 4.2

Power and Authority

Section 4.3

No Conflict; No Violation of Laws

Section 4.4

Litigation

Section 4.5

No Broker’s or Finder’s Fees

Section 4.6

No Inducement

Section 4.7

Disclaimer

ARTICLE V COVENANTS PRIOR TO CLOSING

Section 5.1

Conduct of Business

Section 5.2

Access to Information

Section 5.3

Satisfaction of Conditions Precedent

Section 5.4

Further Assurances; Consents of Third Parties; Governmental Approvals

Section 5.5

Regulatory Filings and Cooperation; Filing Fees

Section 5.6

Outbound License Agreements

Section 5.7

Intellectual Property Matters

ARTICLE VI CONDITIONS PRECEDENT TO THE CLOSING

Section 6.1

Conditions to Obligations of Buyer

Section 6.2

Conditions to Obligations of Seller and Seller Subsidiaries

ARTICLE VII OTHER COVENANTS AND AGREEMENTS

Section 7.1

Omitted Assets; Wrong Pockets

Section 7.2

Intellectual Property and Technology Matters

Section 7.3

Publicity

Section 7.4

Employment Matters

Section 7.5

Tax Matters

Section 7.6

Bankruptcy Matters

ARTICLE VIII NONSURVIVAL

Section 8.1

Nonsurvival of Representations and Warranties

ARTICLE IX TERMINATION

Section 9.1

Termination Events

Section 9.2

Effects of Termination

ARTICLE X GENERAL PROVISIONS

Section 10.1

Expenses

Section 10.2

Notices

Section 10.3

Waiver

Section 10.4

Confidentiality Obligations

Section 10.5

Entire Agreement and Amendments

Section 10.6

Assignments, Successors, and No Third-Party Rights

Section 10.7

Severability

Section 10.8

Section Headings

Section 10.9

Governing Law

Section 10.10

Waiver of Jury Trial

Section 10.11

Submission to Jurisdiction

Section 10.12

Specific Performance

Section 10.13

Releases

Section 10.14

Backup Bidder

Section 10.15

No Deposit

Section 10.16

Disclosure Schedule

Section 10.17

Remedies

Section 10.18

Reliance on Counsel and Other Advisors

Section 10.19

Legal Representation of the Parties

Section 10.20

Counterparts and Delivery

Section 10.21

Guaranty

Section 10.22

Seller Subsidiaries

Exhibits

Exhibit A – Certain Retained Assets

Exhibit B – Bill of Sale

Exhibit C – IP Assignment Agreement

Exhibit D – Assignment and Assumption Agreement

Exhibit E – Form of Bidding Procedures Order

Exhibit F – Bidding Procedures

Exhibit G – Form of Sale Order

iii

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement, dated as of June 22, 2026 (this “Agreement”), is made by and among (i) Sangamo

Therapeutics, Inc., a Delaware corporation (“Seller”), (ii) Merope Acquisition Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Guarantor (“Buyer”), (iii) solely for purposes of

Section 10.21, Eli Lilly and Company, an Indiana corporation (“Guarantor”), and (iv) solely for purposes of Section 10.22, Sangamo Therapeutics UK Ltd., a United Kingdom

private company, Sangamo Therapeutics France SAS, a French simplified joint-stock company, and Ceregene, Inc., a Delaware corporation (each a “Seller Subsidiary” and together, the “Seller Subsidiaries”).

RECITALS

WHEREAS,

Seller intends to file a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court (as each term is defined below), commencing the Bankruptcy Case (as defined below), no later than one (1) day after the date

of this Agreement, and following such filing, Seller will operate its business and manage its properties as a debtor-in-possession pursuant to Sections 1107(a) and 1108

of the Bankruptcy Code;

WHEREAS, Seller intends to seek approval of bidding procedures from the Bankruptcy Court for the sale of

the Acquired Assets pursuant to Sections 101, 363 and 365 of the Bankruptcy Code, and Buyer has agreed to act as the “stalking horse” bidder for the Acquired Assets on the terms and conditions set forth in this Agreement, subject to

higher or otherwise better offers in accordance with the Bidding Procedures Order (as defined below);

WHEREAS, the parties

acknowledge and agree that the purchase by Buyer of the Acquired Assets and the assumption by Buyer of the Assumed Liabilities are being made at arm’s length and in good faith and without intent to hinder, delay or defraud creditors of Seller

or its Affiliates; and

WHEREAS, Seller desires to sell, transfer, assign and convey to Buyer, and Buyer shall purchase, acquire

and assume from Seller, all of the Acquired Assets and the Assumed Liabilities (each as defined below) in connection with the Acquired Technology (as defined below) pursuant to the terms and conditions set forth in this Agreement free and clear of

all Liens (other than Permitted Liens) pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, subject to the entry of the Sale Order (as defined below) by the Bankruptcy Court.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained, and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

DEFINITIONS

AND USAGE

Section 1.1 Definitions.

For purposes of this Agreement, the following capitalized terms and variations thereof have the meanings specified or referred to in this

Section 1.1:

“365(n)(2)(B) Payments” means all amounts owed to Seller by any Outbound

Licensee or any other licensee of intellectual property under or contemplated by Section 365(n)(2)(B) of the Bankruptcy Code, including, for the avoidance of doubt, any milestone, royalty or similar payments owed by any Outbound Licensee under

any Outbound License Agreement.

“Accountant” has the meaning set forth in Section 2.7.

“Acquired Assets” has the meaning set forth in Section 2.1.

“Acquired Avoidance Actions” has the meaning set forth in Section 2.1(n).

“Acquired Contracts” has the meaning set forth in Section 2.1(a).

“Acquired Intellectual Property” means any Intellectual Property that is: (a) owned or purported to be owned by Seller

or any of its Affiliates; and (b) related to, held for use in or used in connection with any Acquired Technology or the Prion Program, including all of the Intellectual Property set forth on Schedule 2.1(c). For clarity, Acquired

Intellectual Property does not include the Intellectual Property set forth on Exhibit A.

“Acquired Technology”

means, individually or collectively, (a) all of Seller’s proprietary capsids and capsid variants, including STAC-150, STAC-BBB and any STAC-BBB capsid variants, the capsids described in PCT/US2024/029507, and any receptor-targeted “next generation” capsids and capsid variants, and all technology relating to any of the foregoing,

including compositions, formulations, manufacturing technology, assays and cell lines; (b) all of Seller’s proprietary capsid receptors, including CBLN1, and all technology relating to any of the foregoing, including compositions,

formulations, manufacturing technology, assays and cell lines; (c) all of Seller’s proprietary molecules or technology that facilitates or enhances delivery or transduction of any capsid described in the foregoing clause (a) via

receptor-mediated or other cellular interaction; (d) Seller’s proprietary capsid engineering platform known as SIFTER (Selecting In vivo For Transduction and Expression of RNA); (e) Seller’s proprietary modular integrase (MINT)

platform; (f) Seller’s proprietary zinc finger platform; and (g) all of Seller’s proprietary zinc finger protein transcription factors for the treatment of prion disease.

“Affiliate” means with respect to any Person, any other Person who, at the relevant time (whether as of the date of this

Agreement or thereafter), directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. As used in this definition of Affiliate, “control” means the possession,

directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the ability to elect the members of the board

of directors or other governing body of such Person, and the terms “controlled” and “controlling” have meanings correlative thereto.

“Affiliated Group” means any affiliated group within the meaning of Section 1504 of the Code or any comparable or

analogous group under applicable Law.

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

“Agrisoma Agreement” means that certain Research and Commercial License Agreement, dated February 1, 2014, by and

between Seller (as successor to Corteva Agriscience LLC (f/k/a Dow AgroSciences LLC)) and Agrisoma Biosciences, Inc., in the form as provided by Seller to Buyer as of the date hereof.

“Alexion Agreement” means that certain Research Collaboration and License Agreement, dated December 28, 2017, by and

between Seller and Alexion Pharmaceuticals, Inc. (as successor-in-interest to Pfizer, Inc.), as amended, in the form as provided by Seller to Buyer as of the date

hereof.

“Alternative Transaction” means (a) any sale or other disposition of any of the Acquired Assets to a

Person other than Buyer (or any Affiliate of Buyer) or (b) any plan of reorganization, plan of liquidation, restructuring, recapitalization, dissolution, winding up or similar transaction involving Seller (whether under chapter 11 or chapter 7

of the Bankruptcy Code or otherwise) pursuant to which any of the Acquired Assets are retained by Seller or transferred, directly or indirectly, to any Person other than Buyer (or any Affiliate of Buyer), in each case whether in one transaction or a

series of transactions; provided, however, that “Alternative Transaction” shall not include any (i) disposition of obsolete assets with an aggregate fair market value not exceeding $5,000, or (ii) sale or other

disposition that is consented to by Buyer in writing.

“Asset Acquisition Statement” has the meaning set forth in

Section 2.7.

“Assignment and Assumption Agreement” has the meaning set forth in

Section 2.6(a)(iii).

“Assumed Liabilities” has the meaning set forth in

Section 2.2(a).

“Astellas Agreement” means that certain License Agreement, dated

December 18, 2024, by and between Astellas Gene Therapies, Inc. and Seller, in the form as provided by Seller to Buyer as of the date hereof.

“AVS Agreement” means that certain Research License Agreement, dated October 1, 2013, by and between Seller (as

successor to Corteva Agriscience LLC (f/k/a Dow AgroSciences LLC)) and Agriculture Victoria Services PTY LTD, in the form as provided by Seller to Buyer as of the date hereof.

“Bankruptcy Case” means the chapter 11 case to be commenced by Seller in the Bankruptcy Court on the Petition Date, which

shall be styled as In re Sangamo Therapeutics, Inc..

“Bankruptcy Code” means title 11 of the United States

Code, 11 U.S.C. §§ 101 et seq., as amended from time to time.

“Bankruptcy Court” means the United

States Bankruptcy Court for the District of Delaware having jurisdiction over the Bankruptcy Case, or any other court having jurisdiction over the Bankruptcy Case or any proceeding arising therein.

“Bid Protections” has the meaning set forth in

Section 9.2(c).

“Bidding Procedures” means the bidding procedures approved by the Bankruptcy

Court in the Bidding Procedures Order for the submission of competing bids for the Acquired Assets, substantially in the form attached hereto as Exhibit F.

“Bidding Procedures Order” means the order of the Bankruptcy Court, in form and substance acceptable to Buyer,

substantially in the form attached hereto as Exhibit E (with the Bidding Procedures attached thereto as an exhibit), with any such modifications that are acceptable to Buyer, approving the Bidding Procedures and, among other things:

(a) designating Buyer as the “stalking horse bidder” for the Acquired Assets; (b) authorizing and scheduling the auction, if any; (c) approving the Bid Protections; (d) approving a minimum initial overbid amount of at

least the sum of the Bid Protections plus $250,000; and (e) scheduling a hearing to consider approval of the Contemplated Transactions and entry of the Sale Order.

“Bill of Sale” has the meaning set forth in Section 2.6(a)(i).

“Break-Up Fee” has the meaning set forth in

Section 9.2(c).

“Breun Agreement” means that certain Research and Commercial License

Agreement, dated November 9, 2012, by and between Seller (as successor to Corteva Agriscience LLC (f/k/a Dow AgroSciences LLC)) and Saatzucht Josef Breun GmbH & Co. KG, in the form as provided by Seller to Buyer as of the date hereof.

“Business Day” means any day other than a Saturday, Sunday or day on which banks are required or authorized to be

closed in Indianapolis, Indiana or Richmond, California.

“Buyer” has the meaning set forth in the Preamble.

“Buyer Released Parties” has the meaning set forth in Section 10.13(a).

“Buyer Releasing Parties” has the meaning set forth in Section 10.13(b).

“Closing” has the meaning set forth in Section 2.4.

“Closing Date” has the meaning set forth in Section 2.4.

“Code” means the Internal Revenue Code of 1986, as amended. All citations to the Code, or the Treasury Regulations

promulgated thereunder, shall include all amendments thereto and any substitute and successor provisions.

“Collective Bargaining

Agreement” means any labor Contract that Seller or any Seller Affiliate has entered into with any union, works council or collective bargaining agent with respect to terms and conditions of employment of the Employees or any current or

former employees of Seller or its Affiliates with respect to the Acquired Intellectual Property business.

“Confidential

Information” has the meaning set forth in Section 10.4(a).

“Confidentiality Agreement” means, collectively, that certain

confidentiality agreement dated November 21, 2023 by and between Guarantor and Seller, and any addenda or amendments thereto.

“Consent” means any authorization, consent, waiver, approval, permission or exemption by any Person.

“Contemplated Transactions” has the meaning set forth in Section 2.4.

“Contracts” has the meaning set forth in Section 3.6(a).

“Copyrights” means all works of authorship (whether or not copyrightable or published, including all rights in software,

whether in source code or object code format, databases, and data collections) and all copyrights (whether or not registered), including all registrations thereof and applications therefor, and all renewals, extensions, restorations and reversions

of the foregoing.

“Corteva Agreement” means that certain Research and Commercial License Option Agreement, dated

October 1, 2005, by and between Corteva Agriscience LLC (f/k/a Dow AgroSciences LLC) and Seller, as amended, in the form as provided by Seller to Buyer as of the date hereof.

“Cure Costs” means the amounts, determined by the Bankruptcy Court or by agreement of the parties and the applicable

counterparty, necessary to be paid under an executory contract or unexpired lease pursuant to Section 365 of the Bankruptcy Code in connection with the assumption and assignment of such executory contract or unexpired lease.

“Cure/Assumption Objection” has the meaning set forth in Section 2.10(b).

“Debt” means, as to any Person, without duplication, the outstanding principal amount of, accrued and unpaid interest on,

and other payment obligations arising under, any obligations of such Person consisting of (a) all indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money,

(b) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security, (c) payment obligations due and owing under any interest rate, currency or other hedging agreement (valued at the termination

value thereof), (d) obligations under any performance bond or letter of credit, but only to the extent drawn or called prior to the Closing Date, (e) capitalized lease obligations or liabilities, (f) accrued but unpaid compensation,

bonuses or similar payments, and all related employer portion of any employment Taxes, payable to Service Providers or any current or former directors of Seller and its Affiliates with respect to the Acquired Technology or the Acquired Intellectual

Property, (g) guarantees with respect to any indebtedness of any other Person of a type described in clauses (a) through (f) above, and (h) for clauses (a) through (g) above, all accrued interest thereon, if any, and any

termination fees, prepayment penalties, “breakage” costs or similar payments assuming the repayment of such Debt on the Closing Date.

“Designated Contract” has the meaning set forth in Section 2.10(c).

“Designated Purchaser” has the meaning set forth in Section 2.12.

“DIP Financing Agreement” means a debtor-in-possession credit agreement by and among Seller and the applicable lender.

“Disclosure Schedule” has the meaning set forth in ARTICLE III.

“Documents” means all files, documents, information, instruments, papers, books, reports, databases, records, tapes,

microfilms, photographs, literature, written correspondence with any Governmental Authority, title policies, regulatory filings, data, technical documentation (design specifications, functional requirements, operating instructions, logic manuals,

flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), Intellectual Property dockets, prosecution files and invention disclosures, and other similar materials relating to

or used by Seller and its Affiliates in connection with the Acquired Assets or the Acquired Technology, in each case, whether or not in electronic form.

“Employee” has the meaning set forth in Section 7.4(a).

“Employee Census” means a list of the Employees that specifies, as applicable and to the extent permitted by applicable

Law, each Employee’s (i) title or position, (ii) base salary, (iii) date of hire, (iv) working location, (v) accrued but unpaid PTO, vacation, or sick leave balances, as applicable, (vi) bonus or commission

(A) opportunity for the current year or applicable period and (B) amount earned to date in the current applicable period, (vii) most-recent equity-based compensation opportunity, (viii) classification as exempt or non-exempt under the Fair Labor Standards Act of 1938, if applicable, (ix) leave status, if applicable and (x) work authorization or visa type, if applicable.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any trade or business, whether or not incorporated, which together with Seller would be deemed a

“single employer” within the meaning of Section 4001 of ERISA or Section 414 of the Code at any relevant time.

“Excluded Records” means any records, documents or other information solely to the extent relating to (a) any current

or former employee who is not or does not become a Hired Employee and any materials solely to the extent they contain information about any Service Provider (including Hired Employees), the disclosure of which would violate applicable Law or

(b) any Retained Program.

“Excluded Taxes” means, without duplication, (a) any Taxes imposed on, with

respect to or relating to any of the Acquired Assets or any of the Assumed Liabilities for any Pre-Closing Tax Period (or portion thereof), (b) any Taxes of, or imposed on or with respect to Seller or its

Affiliates for any taxable period (including any (i) Taxes required to be withheld from the Purchase Price or with respect to any other payments or consideration payable hereunder but which have not been withheld and (ii) any Taxes of

Seller or any of its Affiliates that become a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law), (c) any Taxes imposed on, with respect to or

relating to any Retained Asset or any Retained Liability for any taxable period, and (d) any Transaction Taxes.

“Existing Clinical Trial” means (a) that certain Long-Term Follow Up

of Sickle Cell Disease and Beta-thalassemia Subjects Previously Exposed to BIVV003 or ST-400 (further described at https://clinicaltrials.gov/study/NCT05145062), and (ii) that certain Long Term Follow-up (LTFU) of Subjects Who Received SB-318, SB-913, or SB-FIX (further described at

https://clinicaltrials.gov/study/NCT04628871).

“Exploitation” means the Research, development, manufacturing,

ownership, use, storage, import, export, commercialization, sale or any other exploitation of any Acquired Technology or any other compound, product or therapy. When used as a verb, “Exploit”, “Exploited” and

“Exploiting” have correlative meanings.

“Fabry Program” means Seller’s clinical gene therapy

program for isaralgagene civaparvovec for the treatment of Fabry disease.

“FDA” means the United States Food and Drug

Administration.

“Fee Event” means (a) any termination of this Agreement other than (x) a termination by

Seller pursuant to Section 9.1(c)(iii) or (y) a termination by mutual written consent of Buyer and Seller pursuant to Section 9.1(a) or (b) the consummation of an Alternative Transaction.

“Final DIP Order” means an order entered by the Bankruptcy Court approving the DIP Financing Agreement on a final

basis.

“Final Order” means an order or judgment of the Bankruptcy Court (or any other court of competent jurisdiction)

entered on the docket in the Bankruptcy Case (or the docket of such other court), which has not been reversed, stayed, modified or amended, and as to which (a) the time to appeal or seek certiorari has expired and no appeal or petition for

certiorari has been timely taken, or (b) any appeal that has been taken or any petition for certiorari that has been filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought.

“Fraud” means, with respect to any Person, actual and intentional fraud by such Person under Delaware common law with

respect to the making of any representation or warranty contained in this Agreement or any other Transaction Agreement, or any certificate delivered in connection herewith or therewith.

“Fundamental Representations” means those representations and warranties of Seller set forth in

Section 3.1 (Organization and Good Standing), Section 3.2 (Power and Authority) and Section 3.14 (No Broker’s or Finder’s Fees).

“Genentech Agreement” means that certain License Agreement, dated August 2, 2024, by and between Genentech, Inc. and

Seller, in the form as provided by Seller to Buyer as of the date hereof.

“Governing Documents” means, with respect to

any Person, the articles or certificate of incorporation and the bylaws, the limited partnership agreement and the certificate of limited partnership, the articles or certificate of organization or formation and the operating agreement, the

shareholders agreement, and any other charter or similar governing documents adopted or filed in connection with the creation, formation or organization of such Person.

“Governmental Authority” means any federal, state, county, regional

district, local, or other government or political subdivision, or any court, tribunal, governmental division or department, regulatory or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality of

any nature, domestic or foreign, in each case, having jurisdiction over the applicable matter.

“Governmental Order”

means any decision, judgment, injunction, writ, order, ruling, award, decree, assessment, subpoena, verdict or arbitration award entered, issued, made or rendered by any Governmental Authority, whether arising from a Legal Proceeding, arbitration,

applicable Law or otherwise.

“Guarantor” has the meaning set forth in the Preamble.

“Hemophilia A Program” means Seller’s clinical program for giroctocogene fitelparvovec for the treatment of

hemophilia A.

“Hire Offer” has the meaning set forth in Section 7.4(a).

“Hired Employee” has the meaning set forth in Section 7.4(a).

“Intellectual Property” means any and all rights, title and interest in, or arising out of or associated with intellectual

property or other proprietary rights, in each case, whether protected, created or arising under the Laws of the United States or any other jurisdiction worldwide and whether registered or unregistered, including all rights in, arising out of, or

associated therewith, including (a) Trademarks, (b) Patents, (c) Know-How, (d) Copyrights, (e) any other intellectual property rights arising from software or technology, and (f) rights to

claim priority from or register any of the foregoing.

“Intellectual Property Licenses” means (a) any grant by

Seller or any of its Affiliates to another Person of any license, right or covenant not to assert with respect to or under any Acquired Intellectual Property or Acquired Technology, including in any Outbound License Agreement; or (b) any grant

to Seller or its Affiliate(s) by another Person of any license, right or covenant not to assert with respect to or under such Person’s Intellectual Property that is necessary or reasonably useful for the Exploitation of any Acquired Technology

or Acquired Asset. For clarity, each Outbound License Agreement is an Intellectual Property License.

“Interim DIP

Order” means an order entered by the Bankruptcy Court approving the DIP Financing Agreement on an interim basis.

“Intermediate Representations” means those representations and warranties of Seller set forth in

Section 3.4 (Sufficiency of Assets; Ownership of Assets) and Section 3.13 (Intellectual Property).

“IP Assignment Agreement” has the meaning set forth in Section 2.6(a)(ii).

“Know-How” means any information

that is proprietary or not generally known, including scientific or technical information, inventions, results, data, know-how, processes, methods, models, software or designs of any type whatsoever, in any

tangible or intangible form, including databases, safety information, practices, methods, instructions, techniques, algorithms, drawings, documentation, specifications, formulations, formulae, knowledge, trade secrets, materials, skill, experience,

concepts, ideas, test data, experimental data, and other information or technology applicable to compounds, formulations, compositions of matter, structures, structure activity relationships or products, or to their design, discovery,

identification, creation, selection, development, optimization, manufacture, registration, use, marketing, commercialization or sale, or to methods of assaying or testing them, including pharmacological, pharmaceutical, medicinal chemistry,

biological, chemical, biochemical, toxicological and clinical test data, physical and analytical, safety, and quality control data, manufacturing and stability data, materials, studies and procedures, and manufacturing process and development

information, results and data, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein, and whether or not protected by Patent or Copyright Law.

“Knowledge of Seller” means that Seller shall be deemed to have “knowledge” of a particular fact if any

of Sandy Macrae, Nathalie Dubois-Stringfellow, Stephanie J. Seiler, Phillip Ramsey, Gregory Davis, Gabor Brasnjo, Stephen MacDonald, Scott Willoughby and Victoria Headley has, or should have had after due inquiry of their direct reports, knowledge

of such fact.

“Law” means any applicable law, order, ordinance, rule, regulation, statute or treaty of any

Governmental Authority.

“Legal Proceeding” means any action, suit, litigation or arbitration (including any civil,

criminal, administrative, or appellate proceeding), investigation by any Governmental Authority, or hearing commenced, conducted or heard by or before any Governmental Authority or any arbitrator or arbitration panel, excluding the Bankruptcy Case.

“Liability” means any debt, adverse claim, liability (including any liability that results from, relates to or arises

out of tort or any other product liability claim), duty, responsibility, obligation, commitment, assessment, cost, expense, Tax, loss, expenditure, charge, fee, penalty, fine, contribution, or premium of any kind or nature whatsoever, whether known

or unknown, asserted or unasserted, absolute or contingent, direct or indirect, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and regardless of when sustained, incurred or asserted or when the relevant events occurred or

circumstances existed.

“Licensed Intellectual Property” means all Intellectual Property under or with respect to which

any third party grants to Seller or any of its Affiliates any license, right or covenant not to assert, which Intellectual Property is used, practiced, or held for use or practice by Seller or any of its Affiliates in connection with the

Exploitation of the Acquired Technology.

“Lien” means any lien (as defined in section 101(37) of the Bankruptcy Code),

encumbrance, license, claim (as defined in section 101(5) of the Bankruptcy Code), charge, mortgage, deed of trust, option, pledge, security interest or similar interests, title defects, hypothecations, easements, rights of way, encroachments,

Governmental Orders, covenants, conditional sale or other title retention agreements and other similar impositions, imperfections or defects of title or restrictions on transfer or use of real, intangible or personal property, whether written or

oral and whether or not relating in any way to credit or the borrowing of money.

“Material Adverse Effect” means any condition, development, circumstance,

occurrence of any event, or any change in or effect that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the Acquired Technology or the Acquired Assets, taken as a whole (including the destruction of

Acquired Intellectual Property that is material to the Acquired Technology); provided, however, that none of the following shall be deemed to constitute a Material Adverse Effect: any adverse circumstance, occurrence of any event, or

any change in or effect arising from or relating to (a) general business, economic, financial, market or political conditions, (b) natural or man-made disasters, pandemics, epidemics or acts of God,

including, but not limited to, acts of war, sabotage, terrorism, hostilities, military action or any escalation or worsening thereof, (c) changes in financial, banking, or securities markets (including any disruption thereof and any decline in

the price of any security or any market index), (d) changes in Laws, accounting standards or other binding rules, regulations, or other binding directives, or any official interpretation thereof, issued by any Governmental Authority, (e) the

taking of any action expressly required by this Agreement and any other Transaction Agreement, (f) the failure by Seller or the Acquired Technology to meet or exceed internal projections, forecasts or revenue or earnings predictions for any

period (it being understood that the facts or occurrences giving rise to or contributing to such failure may be taken into account in determining whether there has been a Material Adverse Effect), (g) any decline in the price or trading volume of

Seller’s common stock or other securities, any suspension of trading in Seller’s securities, or any delisting or threatened delisting of Seller’s securities from NASDAQ or any other national securities exchange or trading market

(it being understood that the facts or occurrences giving rise to or contributing to such decline may be taken into account in determining whether there has been a Material Adverse Effect); (h) any action taken in connection with the commencement or

existence of the Bankruptcy Case and Seller’s status as a debtor-in-possession, and financial condition of Seller giving rise to the filing of the Bankruptcy Case,

in each case, solely to the extent such conditions do not relate to, or have an adverse effect on, the Acquired Technology or the Acquired Assets; or (i) any action taken by Seller in the Bankruptcy Case with respect to any Retained Program or

Retained Assets, including (A) any reduction in force, furlough, or termination of employees who are not Employees, (B) the winddown, discontinuation, or cessation of any Retained Program or any operations or activities of Seller that do

not relate to the Acquired Assets or the Acquired Technology, and (C) the rejection, termination or non-renewal of any Contracts that are not Acquired Contracts; provided, further, that any

change or event described in the foregoing clauses (a) through (d) above shall be taken into account in determining whether there has been a Material Adverse Effect to the extent, and only to such extent, that such change or event has a

disproportionate effect on the Acquired Technology, taken as a whole, as compared to other Persons engaged in development efforts with respect to capsids, compounds, products or other technology substantially similar to the Acquired Technology.

“Miltenyi Agreement” means that certain License Agreement, dated November 12, 2025, by and between Seller and Miltenyi

Biotec B.V. & Co. KG, in the form as provided by Seller to Buyer as of the date hereof.

“Non-Compete Finding” means, with

respect to any Outbound License Agreement, a finding in the Sale Order that any “noncompete”, “commercial exclusivity” or similar provision therein, however characterized, including as set forth in Article 6 of the Genentech

Agreement, Section 3.4 of the Astellas Agreement, Sections 8.4 and 8.5 of the Takeda Agreement, the last sentence of Section 3.6 of the Roche Agreement, and the last sentence of Section 2.1 of the OMT Agreement, which purports to

restrict Seller or any of its Affiliates from conducting activities that are outside the scope of the exclusive Intellectual Property license granted to the applicable Outbound Licensee under an Outbound License Agreement (an “Outbound

License Non-Compete”), is not binding on Buyer or any of its Affiliates following the Closing.

“Northridge DIP Facility” means that certain senior secured, superpriority debtor-in-possession credit facility contemplated by, and consistent with, the Northridge DIP Term Sheet.

“Northridge DIP Term Sheet” means that certain

Debtor-in-Possession Term Loan Facility Summary of Terms and Conditions, dated on or about June 22, 2026, by and among Seller, Seller Subsidiaries, and Northridge

ATM, LLC.

“Omitted Assets” has the meaning set forth in Section 7.1.

“OMT Agreement” means that certain License Agreement, dated April 2, 2008, by and between Seller and Open Monoclonal

Technology, Inc., in the form as provided by Seller to Buyer as of the date hereof.

“Ordinary Course” means the

ordinary course of business consistent with past custom and practice (including, as applicable, with respect to quantity and frequency).

“Outbound License Agreement” means, individually or collectively, (a) the Genentech Agreement, (b) the Astellas

Agreement, (c) the Takeda Agreement, (d) the Alexion Agreement, (e) the OMT Agreement, (f) the Roche Agreement, (g) the Sigma-Aldrich Agreement, (h) the Corteva Agreement, (i) the Miltenyi Agreement, (j) the

Pfizer Agreement, (k) the Agrisoma Agreement, (l) the AVS Agreement and (m) the Breun Agreement.

“Outbound

License Non-Compete” has the meaning set forth in the definition of “Non-Compete Finding”.

“Outbound Licensee” means, individually or collectively, the applicable licensee(s) under an Outbound License Agreement.

“Outside Date” has the meaning set forth in Section 9.1(b)(i).

“Patents” mean (a) patent applications (including provisional patent applications, priority applications and rights to

claim priority from any of the patents or patent applications), issued patents, utility models and designs, (b) reissues, substitutions, confirmations, registrations, validations, re-examinations,

additions, continuations, continued prosecution applications, continuations-in-part, or divisions of or to any of the foregoing, and (c) extensions, renewals or

restorations of any of the foregoing by existing or future extension, renewal or restoration mechanisms, including any patent term extensions, supplementary protection certificates, pediatric exclusivities or the equivalent thereof.

“Periodic Taxes” has the meaning set forth in

Section 7.5(c).

“Permits” means franchises, approvals, permits, authorizations, licenses,

orders, registrations, certificates, variances, waivers, privileges, exemptions, qualifications, filings, notices, and other similar permits or rights obtained from any Governmental Authority.

“Permitted Liens” means, as applicable, (a) statutory Liens of lessors under the applicable lease for Real Property or

on the underlying fee interest therein, (b) Liens of carriers, warehousemen, mechanics, and materialmen incurred in the Ordinary Course, (c) non-exclusive licenses granted pursuant to any Acquired

Contract, (d) non-exclusive licenses granted to service providers and vendors in the Ordinary Course, and (e) solely with respect to the Outbound License Agreements, rights of the licensees

thereunder arising under Section 365(n) of the Bankruptcy Code, in each case subject to the Non-Compete Finding, and, in the case of each of the foregoing (a) through (e), solely to the extent that

Section 363(f) of the Bankruptcy Code does not apply to extinguish such Liens or rights, it being understood that the Sale Order shall extinguish Liens and rights to the maximum extent permissible under applicable law.

“Person” means any individual, corporation (including any non-profit corporation),

general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or

Governmental Authority.

“Petition Date” means the date on which Seller files a voluntary petition for relief under

chapter 11 of the Bankruptcy Code in the Bankruptcy Court commencing the Bankruptcy Case.

“Pfizer Agreement” means

that certain License Agreement, dated December 19, 2008, by and between Seller and Pfizer Inc., as amended, in the form as provided by Seller to Buyer as of the date hereof.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing

Date.

“Previously Omitted Contract” has the meaning set forth in Section 2.11.

“Prion Program” means Seller’s preclinical epigenetic regulation program directed to the treatment of prion disease,

designated by Seller as ST-506.

“Purchase Price” has the meaning set forth in

Section 2.5(a).

“Real Property” means any real property currently leased, subleased,

licensed, owned or otherwise occupied by Seller.

“Registered IP” has the meaning set forth in

Section 3.13(a).

“Representative” of a Person means any of the directors, officers,

employees, managers, advisors, agents, stockholders, consultants, lawyers, accountants, investment bankers, financial advisors or other representatives of such Person.

“Research” means conducting research activities to discover, design,

research, evaluate, optimize, deliver and advance products, including pre-clinical studies and optimization up to the filing of an IND for such product, but excluding clinical development and

commercialization. When used as a verb, “Research,” “Researched” or “Researching” means to engage in Research.

“Retained Assets” means all assets of Seller other than Acquired Assets, including but not limited to (a) all cash and

cash equivalents held by Seller, other than proceeds from the monetization of Acquired Assets prior to the Closing, (b) all bank accounts owned by Seller, (c) all intercompany and intra-company accounts owned by or held on behalf of Seller

or any of its Affiliates, (d) all income Tax assets of Seller, (e) any assets of Seller set forth on Exhibit A, (f) any Contract that is not an Acquired Contract, (g) the Retained Intellectual Property, (h) Real

Property, (i) Excluded Records, (j) Seller Plans, together with all funding arrangements related thereto (including all assets, trusts, insurance policies and administrative service Contracts related thereto), and all rights and

obligations thereunder, (k) employees of Seller or its Affiliates other than the Hired Employees and (l) the Retained Programs.

“Retained Intellectual Property” means any Intellectual Property owned or controlled by Seller or any of its Affiliates

that is not Acquired Intellectual Property, including the Intellectual Property set forth on Exhibit A.

“Retained

Liabilities” has the meaning set forth in Section 2.2(b).

“Retained Programs”

means each of the Fabry Program, the SFN Program, the Hemophilia A Program, the Sickle Cell Program, and the Tregs Program.

“Roche Agreement” means that certain Research and License Agreement, dated July 2, 2008, by and among F. Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc. and Seller, in the form as provided by Seller to Buyer as of the date hereof.

“Sale Hearing” means the hearing described in item (e) of the definition of Bidding Procedures Order.

“Sale Motion” means the motion seeking, among other things, (i) authority for Seller to enter into this Agreement,

(ii) entry of the Bidding Procedures Order, and (iii) scheduling the Sale Hearing.

“Sale Order” means one or

more orders of the Bankruptcy Court, in form and substance acceptable to Buyer, substantially in the form attached hereto as Exhibit G, with any such modifications that are acceptable to Buyer, authorizing and approving, pursuant to Sections

105, 363 and 365 of the Bankruptcy Code, the sale of the Acquired Assets to Buyer pursuant to the terms and conditions set forth in this Agreement, free and clear of all Liens (other than Permitted Liens), Liabilities, claims and interests of any

kind or nature whatsoever (including all claims arising under any theory of successor or transferee liability, de facto merger, substantial continuity, or similar theories of liability, whether arising by statute, common law, or equity, whether

known or unknown, and whether arising before or after the commencement of the Bankruptcy Case), and including the Non-Compete Finding to the extent applicable pursuant to

Section 6.1(g) and other findings and provisions that: (a) Buyer is a “good faith” purchaser within

the meaning of Section 363(m) of the Bankruptcy Code; (b) Buyer is not a successor to Seller or its estate by reason of any theory of law or equity, and shall not assume or be

responsible for any Liability of Seller other than the Assumed Liabilities; (c) all anti-assignment provisions in the Acquired Contracts are unenforceable with respect to the Contemplated Transactions and the Acquired Assets; (d) to the

extent applicable pursuant to Section 6.1(g), authorizing and approving the rejections of each of the Outbound License Agreements pursuant to Section 365 of the Bankruptcy Code; (e) Buyer is authorized to pursue,

prosecute, settle or abandon the Acquired Avoidance Actions and any other claims or causes of action included in the Acquired Assets, and such claims and causes of action are validly transferred to Buyer as part of the Acquired Assets; and

(f) the Sale Order shall be binding upon and inure to the benefit of any trustee subsequently appointed in the Bankruptcy Case or upon any conversion of the Bankruptcy Case to a case under chapter 7 of the Bankruptcy Code.

“Seller” has the meaning set forth in the Preamble.

“Seller Contractor” has the meaning set forth in Section 7.2(c).

“Seller Plan” means each “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not

subject to ERISA, and each other offer letter, employment agreement or employee benefit or compensation plan, policy, program, agreement or arrangement, in each case, under which any Service Provider participates, that is sponsored, maintained,

administered or contributed to by Seller or its Affiliates or in which Seller or its Affiliates have any current or potential Liability (including on account of any ERISA Affiliates) other than any plans, policies, programs, agreements or

arrangements maintained or sponsored by, or to which contributions are mandated by, a Governmental Authority.

“Seller Released

Parties” has the meaning set forth in Section 10.13(b).

“Seller Releasing Parties”

has the meaning set forth in Section 10.13(a).

“Seller Subsidiary” has the meaning set forth

in the Preamble.

“Service Provider” means any current or former (a) employee of Seller or any of its Affiliates

or (b) individual consultant or independent contractor, in each case engaged directly by Seller or any of its Affiliates.

“SFN Program” means Seller’s clinical program directed to the treatment of small fiber neuropathy, designated by

Seller as ST-503.

“Sickle Cell Program” means Seller’s clinical program

directed to the treatment of Sickle Cell Disease, designated by Seller as BIVV003.

“Sigma-Aldrich Agreement” means

that certain License Agreement, dated July 10, 2007, by and between Seller and Sigma-Aldrich Co., as amended, in the form as provided by Seller to Buyer as of the date hereof.

“STAC-150” means the capsid known as

STAC-150, as further described on Schedule 1.1-A.

“STAC-BBB” means the blood-brain

barrier-penetrant capsid known as STAC-BBB, as further described on Schedule 1.1-B.

“Straddle Period” has the meaning set forth in Section 7.5(c).

“Superpriority Claim” has the meaning set forth in Section 9.2(c).

“Takeda Agreement” means that certain Amended and Restated Collaboration Agreement, dated September 1, 2015, by and

between Seller and Shire International GmbH, in the form as provided by Seller to Buyer as of the date hereof.

“Tax”

or “Taxes” means (a) all federal, state, local and foreign taxes, including any income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severance, stamp, payroll, sales, employment,

unemployment, disability, use, property, unclaimed property, escheat, withholding, excise, production, value added, occupancy, and other taxes, duties, customs, tariffs, imposts, levies or other taxes, fees, charges or assessments in the nature of a

tax, imposed by a Taxing Authority, together with all interest, fines, penalties or additions to tax with respect thereto, whether disputed or not and (b) any liability arising under any tax sharing agreement or any liability for any item

described in clause (a) of another Person by Contract, as a transferee or successor, by assumption or operation of Law, or under Treasury Regulation §1.1502-6 or analogous state, local or foreign

Law, in each case, whether disputed or not.

“Tax Contest” means

any audit, hearing, proposed adjustment, arbitration, deficiency, assessment, suit, dispute, claim, proceeding or other Legal Proceeding commenced, filed or otherwise initiated or convened to investigate or resolve the existence and extent of a

liability for Taxes.

“Tax Return” means any report, return, statement or other written information (including

elections, declarations, disclosures, schedules, attachments, estimates and information returns) supplied or required to be supplied to a Taxing Authority in connection with any Taxes and any amendment thereto.

“Taxing Authority” means any government or any subdivision, agency, commission or authority thereof, or any

quasi-governmental or private body, having jurisdiction over the assessment, determination, collection or other imposition of Taxes.

“Trademarks” means any trademarks, service marks, corporate names, trade names, brand names, product names, logos, slogans,

trade dress and other indicia of source or origin, any applications and registrations for any of the foregoing and all renewals and extensions thereof, and all goodwill associated therewith and symbolized thereby.

“Transaction Agreements” means, collectively, (a) this Agreement, (b) the Bill of Sale, (c) the Assignment

and Assumption Agreement, (d) the IP Assignment Agreement, and (e) each other agreement, document or instrument executed and delivered in connection with the Contemplated Transactions.

“Transaction Taxes” means any sales, use, transfer, real property

transfer, documentary stamp, recording and other similar Taxes arising from and with respect to the sale and purchase of the Acquired Assets.

“Tregs Program” means Seller’s program for the development of regulatory T cell-based therapeutics.

“Unpaid Contract Amounts” has the meaning set forth in Section 3.6(c).

“WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988 and all similar state and local Laws.

Section 1.2 Usage.

In this Agreement unless a clear contrary intention appears: (a) the singular number includes the plural number and vice versa,

(b) reference to any Person includes such Person’s successors and assigns, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually, (c) reference to any gender includes the other

gender, (d) reference to any agreement, document, instrument or other writing means such agreement, document, instrument or other writing as amended or modified and in effect from time to time in accordance with the terms thereof to the extent

such amendments or modifications have been made available to Buyer, (e) “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular

Article, Section or other provision of this Agreement, (f) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term, (g) “or” is

used in the inclusive sense of “and/or,” (h) relative to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding,” (i) references to

documents, instruments, agreements or other writings shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto to the extent such addenda, exhibits, schedules or amendments have been made available to Buyer,

(j) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if”, (k) if any period expires on a day that is not a

Business Day or any event or condition is required by the terms of this Agreement to occur or be fulfilled on a day that is not a Business Day, such period shall expire or such event or condition shall occur or be fulfilled, as the case may be, on

the next succeeding Business Day, and (l) the phrase “made available to” and phrases of similar import mean, with respect to any information, document or other material, that such information, document or material was made available

for review in the virtual data room or actually delivered (whether by physical or electronic delivery, including email) to Buyer or Buyer’s representatives, as applicable, prior to 5:00 P.M. (Eastern Time) on the date that is two

(2) Business Days prior to the date of this Agreement.

ARTICLE II

SALE AND PURCHASE OF ASSETS; ASSUMPTION OF LIABILITIES

Section 2.1 Sale and Purchase of Assets. Subject to the terms and conditions of this Agreement and the entry of the Sale Order, at

the Closing, Seller shall, and shall cause its Affiliates to, sell, assign, transfer, deliver and convey to Buyer the Acquired Assets, free and clear of all Liens and Liabilities (other than Permitted Liens and Assumed Liabilities) pursuant to

Sections 105, 363 and 365 of the Bankruptcy Code, for the Purchase Price specified below in Section 2.5(a). For purposes of this Agreement, “Acquired Assets” means all of Seller’s and its

Affiliates’ right, title and interest in, under and to all of the assets related to or used in or held for use in connection with the Acquired Technology (which shall not in any event include the Retained Assets), as such exist at the Closing,

including each of the following:

(a) all Contracts listed in Schedule 2.1(a) (collectively, the “Acquired

Contracts”), including all of Seller’s rights under the Acquired Contracts;

(b) all rights, claims, credits, causes of

action or rights of setoff against third parties (or portions thereof) to the extent relating to the Acquired Technology or the Acquired Assets, including unliquidated rights under manufacturers’ and vendors’ warranties;

(d) all inventory, supplies, and materials that relate to the Acquired Assets, including those set forth in Schedule 2.1(d) but

excluding biological and chemical samples generated prior to June 1, 2016, machinery, lab and office equipment and generally available lab supplies;

(e) all Documents in possession or control of Seller or any of its Affiliates to the extent relating to the Acquired Assets, including the

Documents set forth on Schedule 2.1(e), but excluding any Documents relating to (i) the corporate organization, governance or capitalization of Seller or any of its Affiliates, including board minutes, resolutions or presentations;

(ii) employment, compensation, benefits or human resources matters; (iii) debt or financing arrangements of Seller or any of its Affiliates; and (iv) machinery, lab and office equipment or generally available lab supplies;

(f) all Documents in possession or control of Seller or any of its Affiliates to the extent related to the employment of any Hired Employee,

excluding equity award agreements and related documentation, any medical records and any other such Documents, notwithstanding paragraphs (e) and (h) of this Section 2.1;

(g) all tangible embodiments of the Acquired Technology;

(h) all assets relating to the Prion Program, including all Documents in possession or control of Seller or any of its Affiliates relating

thereto, excluding any Documents relating to (i) the corporate organization, governance or capitalization of Seller or any of its Affiliates, including board minutes, resolutions or presentations; (ii) employment, compensation, benefits or

human resources matters; (iii) debt or financing arrangements of Seller or any of its Affiliates; and (iv) machinery, lab and office equipment or generally available lab supplies;

(i) all rights of Seller or its Affiliates under (i) non-disclosure or confidentiality,

assignment, non-compete or non-solicitation, or other restrictive covenant agreements with any Service Provider or with any other third party to the extent such

agreements relate to or include within their scope, the Acquired Technology or the Acquired Assets and (ii) non-disclosure agreements entered into in connection with Seller’s sale process regarding

the Acquired Assets and Acquired Technology during and preceding the pendency of the Bankruptcy Case;

(j) all assets listed in Schedule 2.1(j);

(k) all goodwill and other intangible assets and rights to the extent they relate to the Acquired Technology or the Acquired Assets, including

goodwill associated with the Acquired Intellectual Property;

(l) all rights to Tax refunds, rebates, abatements, incentives or holidays,

deposits, prepayments, attributes or credits and current and deferred Tax assets, in each case, (i) that transfer by automatic operation of Law to Buyer as a result of acquiring the Acquired Assets and Acquired Technology or assuming the

Assumed Liabilities and (ii) arising out of or relating to Buyer’s ownership of the Acquired Assets or the Acquired Technology or assumption of the Assumed Liabilities on or after the Closing;

(m) all 365(n)(2)(B) Payments from and after Closing to the extent relating to the Acquired Technology or the Acquired Intellectual Property;

(n) all avoidance actions and related claims and causes of action of Seller or its estate under Sections 502(d), 510, 544, 545,

547–51 and 553 of the Bankruptcy Code or applicable non-bankruptcy Law, in each case solely to the extent arising from or relating to the Acquired Technology or any asset described in clauses

(a) through (l) of this Section 2.1 (collectively, “Acquired Avoidance Actions”); and

(o) all other claims, counterclaims, demands, rights, causes of action and choses in action of Seller or its estate (whether arising under the

Bankruptcy Code, applicable non-bankruptcy Law or otherwise, and whether known or unknown, matured or unmatured, accrued or contingent), in each case solely to the extent arising from or relating to the

Acquired Technology or any assets described in clauses (a) through (l) of this Section 2.1, including claims for breach of contract, tort, breach of warranty, unjust enrichment, conversion and infringement or

misappropriation of Intellectual Property;

provided, that Seller may retain a copy of any Documents and materials included within the Acquired

Assets (i) to the extent any of the Documents and materials included within the Acquired Assets relate to any Retained Assets or (ii) for purposes of its administration of the Bankruptcy Case and may transfer copies of such Documents and

materials to any plan administrator or liquidating trustee under a chapter 11 plan.

Section 2.2 Assumed Liabilities; Retained

Liabilities. (a) Assumed Liabilities. Subject to the terms and conditions of this Agreement, at the Closing and except as otherwise specifically provided in Section 2.2(b), Buyer shall assume and agree to

pay, discharge or perform, as appropriate, only the following Liabilities (the “Assumed Liabilities”):

(i) all

Liabilities of Seller under the Acquired Contracts arising out of or relating to periods from and after the Closing Date, but only to the extent that such Liabilities first arise after the Closing and only to the extent that such Liabilities do not

arise from or relate to any breach, default or violation by Seller or its Affiliates on or prior to the Closing; and

(ii) all other Liabilities first arising out of or relating to Buyer’s ownership of

the Acquired Assets on or after the Closing.

(b) Retained Liabilities. Notwithstanding anything to the contrary in this Agreement,

Buyer shall not assume, be obligated to pay, perform or otherwise discharge or in any other manner be liable or responsible for any Liabilities of, or action against, Seller or its Affiliates of any kind or nature whatsoever, whether absolute,

accrued, contingent or otherwise, liquidated or unliquidated, due or to become due, known or unknown, currently existing or hereafter arising, matured or unmatured, direct or indirect, and however arising, whether existing on, before, or after the

Closing Date as a result of any act, omission, or circumstances taking place prior to the Closing, other than the Assumed Liabilities (all such Liabilities that are not Assumed Liabilities being referred to collectively herein as the

“Retained Liabilities”). The parties specifically acknowledge and agree that Buyer is not agreeing to assume and shall not be liable or responsible for any Retained Liabilities of Seller or any Affiliate of Seller. The Retained

Liabilities shall include:

(i) any Liability for or relating to Excluded Taxes;

(ii) any Liability of Seller relating to, arising out of, or in connection with any lease for Real Property;

(iii) any current Liabilities incurred during any period or portion thereof ending on or prior to the Closing Date;

(iv) any Liability related to Debt incurred during any period or portion thereof ending on or prior to the Closing Date;

(v) any Liability relating to, arising out of, or in connection with (x) compensation or employee benefits for any Service Provider or

service providers of any ERISA Affiliate, (y) the employment or performance of services for, or termination of employment or services for, or potential employment or engagement for the performance of services for, Seller or any ERISA Affiliate

or (z) any Seller Plan;

(vi) any Liability relating to or arising out of any Contract that is not an Acquired Contract;

(vii) any Liability in connection with the Acquired Contracts or Acquired Assets to the extent that such Liability resulted from any failure

to perform, improper performance, warranty or other breach, default or violation by Seller or its Affiliates, as applicable, on or prior to the Closing;

(viii) any Liability with respect to any Cure Costs required to be paid in connection with the assumption and assignment of the Acquired

Contracts;

(ix) any Liability arising out of or relating to any Legal Proceeding pending or threatened

against Seller or any of its Affiliates, whether arising before, on or after the Closing Date, to the extent relating to the operation of the Acquired Assets or the Acquired Technology prior to the Closing;

(x) any Liability arising out of or relating to any infringement, misappropriation or other violation of Intellectual Property of any third

party, product liability, breach of warranty or similar claim for injury to person or property, in each case, to the extent arising from or related to the Acquired Technology or the Acquired Assets prior to the Closing;

(xi) all Liabilities to any current or former holder of equity interests of Seller or any securities convertible into or exchangeable for

equity interests of Seller, and all Liabilities for indemnification or advancement of expenses owed to any current or former officer or director of Seller;

(xii) any Liability of Seller arising out of or relating to any violation of Law by Seller or any of its Affiliates prior to the Closing;

(xiii) all costs and expenses of Seller and its Affiliates relating to the Bankruptcy Case, the sale process, and the negotiation, preparation

and consummation of this Agreement and the Contemplated Transactions, including all professional fees and expenses of Seller’s advisors; and

(xiv) any Liability that is not an Assumed Liability, in each case whether asserted before, on or after the Closing.

(c) For the avoidance of doubt, Buyer is not acquiring, assuming or otherwise becoming responsible for, and the Acquired Assets and Assumed

Liabilities shall not include, any of the assets or Liabilities set forth on Schedule 2.2(c) (other than 365(n)(2)(B) Payments with respect thereto).

Section 2.3 Consent of Third Parties; Further Conveyances and Assumptions.

Subject to the terms and conditions of this Agreement, on the Closing Date, Seller shall assign to Buyer, and Buyer shall assume, the Acquired

Assets (in each case to the extent assignable) that are to be transferred to Buyer as provided in this Agreement by means of the Assignment and Assumption Agreement. Notwithstanding any provision of any Acquired Contract or applicable non-bankruptcy law that prohibits, restricts, or conditions the assignment of any Acquired Contract, the Acquired Contracts shall be assumed and assigned to Buyer pursuant to Sections 363 and 365(f) of the

Bankruptcy Code, and any such anti-assignment provisions shall be deemed void and of no force or effect with respect to the Contemplated Transactions and the Acquired Assets. To the extent that the assignment of all or any portion of any Acquired

Asset (other than an Acquired Contract assumed and assigned pursuant to Sections 363 and 365 of the Bankruptcy Code) shall require the Consent of the other party or parties thereto or any other third party, and such Consent is not obtained prior to

Closing, this Agreement shall not constitute an agreement to assign such Acquired Asset if an attempted assignment without any such Consent would constitute a breach or violation thereof. In order, however, to provide Buyer the full realization and

value of the Acquired Contracts of the character described in this Section 2.3, Seller

agrees that on and after the Closing it shall, and shall cause its Affiliates to, (i) obtain such Consents as are necessary to accomplish the assignment of the Acquired Contracts,

(ii) preserve the rights of Seller and its Affiliates, as applicable, under the Acquired Contracts for the benefit of Buyer and its Affiliates, as applicable, and (iii) facilitate receipt of the consideration to be received by Seller in

and under every Acquired Contract, which consideration shall be held for the benefit of, and shall be delivered to, Buyer promptly upon receipt.

Section 2.4 Closing.

The closing (the “Closing”) of the sale and purchase of the Acquired Assets and the assignment and assumption of the Assumed

Liabilities (the “Contemplated Transactions”) shall take place via electronic exchange of documents at 10:00 A.M. (Eastern Time) on the first (1st) Business Day following the

date on which all conditions to Closing set forth in ARTICLE VI have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at

such other time and place as Buyer and Seller may mutually agree in writing. Such date is referred to as the “Closing Date.”

Section 2.5 Purchase Price, Assumption of Assumed Liabilities.

(a) Purchase Price. The aggregate consideration for the Acquired Assets shall be (i) $50,000,000 (the “Purchase

Price”) and (ii) Buyer’s assumption of the Assumed Liabilities. Upon the terms and subject to the conditions contained herein (including entry of the Sale Order), at the Closing, Seller shall sell, transfer, assign,

convey and deliver to Buyer, free and clear of all Liens and Liabilities (other than Permitted Liens and Assumed Liabilities) pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, and Buyer shall purchase and accept assignment and delivery

from Seller of, the Acquired Assets.

(b) Payment at Closing. Subject to the terms and conditions of this Agreement, no later than

one (1) Business Day following the Closing Date, Buyer shall pay Seller an amount equal to the Purchase Price by wire transfer to the account designated in writing prior to the Closing by Seller.

Section 2.6 Deliveries and Proceedings at Closing.

Subject to the terms and conditions of this Agreement, at the Closing:

(a) Deliveries by Seller to Buyer. Seller shall deliver or cause to be delivered to Buyer:

(i) a bill of sale, duly executed by Seller and the applicable Seller Subsidiaries, in the form of Exhibit B hereto (the “Bill

of Sale”);

(ii) an intellectual property assignment agreement, duly executed by Seller and the

applicable Seller Subsidiaries, in the form of Exhibit C hereto (the “IP Assignment Agreement”);

(iii) an

assignment and assumption agreement for all transferable or assignable Acquired Contracts, duly executed by Seller and the applicable Seller Subsidiaries, in the form of Exhibit D hereto (the “Assignment and Assumption

Agreement”); and

(iv) a duly completed and executed IRS Form W-9 of Seller.

(b) Deliveries by Buyer to or on behalf of Seller. Buyer shall deliver or cause to be delivered to Seller:

(i) an amount equal to the Purchase Price, by wire transfer of immediately available funds to the account designated in writing by Seller to

Buyer prior to the Closing;

(ii) the Bill of Sale, duly executed by Buyer;

(iii) the IP Assignment Agreement, duly executed by Buyer; and

(iv) the Assignment and Assumption Agreement, duly executed by Buyer.

Section 2.7 Allocation of Consideration.

Within one hundred twenty (120) days after the Closing Date, Buyer will provide Seller with a draft of IRS Form 8594 and any required

exhibits thereto (the “Asset Acquisition Statement”) with Buyer’s proposed allocation of the consideration paid among the Acquired Assets in accordance with Section 1060 of the Code. For purposes of this

Section 2.7, the consideration paid shall be equal to the Purchase Price plus that portion of the Assumed Liabilities that are considered assumed liabilities for federal income tax purposes, if any; it being understood,

however, that for purposes of the Asset Acquisition Statement, no payment shall be treated for U.S. federal or other applicable income Tax purposes as having been made to Buyer in exchange for Buyer’s assumption of any liabilities or

obligations hereunder under the principles of James M. Pierce Corp. v. Commissioner, 326 F.2d 67 (8th Cir. 1964). If within forty-five (45) days after receiving such Asset Acquisition Statement, Seller proposes to Buyer any changes to

such Asset Acquisition Statement then Buyer and Seller shall cooperate in good faith to resolve any dispute; provided, however, that if Seller and Buyer are unable to resolve any such dispute within sixty (60) days following the receipt of

Buyer or Seller’s proposed changes, such dispute shall be submitted to PricewaterhouseCoopers LLP (the “Accountant”) for resolution. The fees and expenses of the Accountant shall be borne equally by Seller and Buyer. If

Seller does not propose any changes to the Asset Acquisition Statement within such forty-five (45) day period then the Asset Acquisition Statement (as prepared by Buyer) shall be deemed final. Buyer and Seller shall file all applicable Tax

Returns and reports consistent with the allocation provided in the Asset Acquisition Statement (as finalized) and shall not take any position before an applicable Taxing Authority inconsistent with the Asset Acquisition Statement unless otherwise

required by a “determination” within the meaning of Section 1313(a) of the Code.

Section 2.8 Withholding.

Buyer (and its agents) shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement such amounts as are

required to be deducted or withheld therefrom under any applicable Law. In such case, to the extent such amounts are so deducted or withheld and timely paid over to the applicable Taxing Authority, such amounts shall be treated for all purposes

under this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

Section 2.9

Designation of Acquired Contracts.

Notwithstanding anything in this Agreement to the contrary, Buyer may, in its sole and

absolute discretion, by written notice to Seller, amend or revise Schedule 2.1(a) in order to:

(a) eliminate any Contract from

Schedule 2.1(a) at any time during the period commencing from the date hereof and ending on the date that is two (2) Business Days prior to the Closing Date; or

(b) add any Contract that relates to the Acquired Assets or the Acquired Technology to Schedule 2.1(a) at any time during the period

commencing from the date hereof and ending on the date that is two (2) Business Days prior to the effective date of any chapter 11 plan; provided that the counterparty to such Contract is provided sufficient notice and an opportunity to

object to such assumption and assignment in accordance with the Bidding Procedures Order; and provided further that Buyer’s deadline to add any Outbound License Agreement to Schedule 2.1(a) shall be two (2) Business

Days prior to the Sale Hearing except as otherwise agreed by Buyer and any non-Seller counterparty to an Outbound License Agreement.

Automatically upon the addition of any Contract to Schedule 2.1(a), such Contract shall be an Acquired Contract for all purposes under this Agreement,

until such time (if any) as such Contract is eliminated from Schedule 2.1(a). Automatically upon the removal of any Contract from Schedule 2.1(a), such Contract shall be a Retained Asset for all purposes of this Agreement, and no

Liabilities arising thereunder shall be assumed or borne by Buyer, and no such removal shall result in any adjustment to the Purchase Price. If Buyer adds one or more Contracts to Schedule 2.1(a) after the date hereof, Seller shall file any

supplemental motion required to assume and assign such additional Contracts and shall provide such supplemental notice as is required under the Bidding Procedures Order. Seller shall obtain Buyer’s prior written consent prior to filing any

motion or notice at any time seeking to reject any Contract listed on Schedule 2.1(a), and Seller shall not file any motion or notice at any time seeking to reject any Contract listed on Schedule 2.1(a) without such consent. Prior to

the Closing Date, Seller shall not terminate, amend, supplement, modify, waive any rights under, or create any adverse interest with respect to any Acquired Contract without the prior written consent of Buyer.

Section 2.10 Contract Cures.

(a) Seller shall be solely responsible for the payment of all Cure Costs necessary to cure all defaults under the Acquired Contracts in

connection with the assumption and assignment thereof to Buyer pursuant to Section 365 of the Bankruptcy Code. Seller shall serve on each counterparty to an Acquired Contract, in accordance with the Bidding Procedures Order, a notice, in form

and substance reasonably acceptable to Buyer, setting forth the Cure Costs, if any, that Seller believes are required to cure all defaults under such Acquired Contract.

(b) In the event of any objection by a counterparty to an Acquired Contract to (A) the

Cure Costs asserted by Seller, (B) the adequate assurance of future performance to be provided by Buyer, or (C) any other aspect of the proposed assumption and assignment of such Acquired Contract (each, a “Cure/Assumption

Objection”), Seller shall use reasonable best efforts to resolve any such Cure/Assumption Objection (with the prior written consent of Buyer, not to be unreasonably withheld); provided that (x) Seller shall be solely

responsible for resolving any Cure Cost objection and any objection other than an objection based solely on Buyer’s adequate assurance of future performance, (y) Buyer shall reasonably cooperate with Seller in connection with any

objection relating to adequate assurance of future performance, and (z) if reasonably requested by Buyer, Seller shall prosecute to conclusion any Cure/Assumption Objection interposed by a counterparty. In no event shall Seller settle any

Cure/Assumption Objection without the express prior written consent of Buyer. Seller shall litigate before the Bankruptcy Court any Cure/Assumption Objection that cannot be settled with the prior written consent of Buyer and shall request that the

Bankruptcy Court hear and determine such objection on an expedited basis.

Acquired Contract has not been resolved prior to the Closing (whether by order of the Bankruptcy Court or by agreement with the applicable counterparty), (i) Buyer may, in its sole discretion, by written notice to Seller, elect to remove such

Acquired Contract from Schedule 2.1(a), in which case such Contract shall be a Retained Asset for all purposes of this Agreement and no Liabilities arising thereunder shall be assumed or borne by Buyer, or (ii) Buyer may elect to

temporarily treat such Contract as a “Designated Contract” and proceed to Closing without any modification to Purchase Price, without the assignment of such Designated Contract, and determine within seven (7) Business Days

after resolution of such objection (whether by order of the Bankruptcy Court or by agreement with the applicable counterparty) whether to treat such Designated Contract as an Acquired Contract or a Retained Asset. For any Acquired Contracts that are

the subject of a pending Cure/Assumption Objection with respect solely to the amount of the Cure Cost at the time of Closing, Seller shall reserve funding for such disputed Cure Costs pending resolution of the dispute. Upon resolution of any

Cure/Assumption Objection following the Closing, Seller shall promptly assume and assign such Contract to Buyer in accordance with Section 365 of the Bankruptcy Code.

Section 2.11 Previously Omitted Contracts.

If prior to or after the Closing it is discovered that a Contract related to the Acquired Assets or the Acquired Technology should have been

listed on Schedule 3.6(a) or Schedule 3.13(i) but was not so listed (any such Contract, a “Previously Omitted Contract”), Seller shall, promptly following the discovery thereof (but in no event later than two

(2) Business Days following the discovery thereof), notify Buyer in writing of such Previously Omitted Contract and provide Buyer with a copy of such Previously Omitted Contract and the Cure Costs (if any) in respect thereof. Buyer shall

thereafter have the right, by written notice to Seller delivered no later than ten (10) Business Days following such notice, to designate such Previously Omitted Contract as an Acquired Contract. If Buyer so designates a Previously Omitted

Contract as an Acquired

Contract, Seller shall promptly file such motions under Section 365 of the Bankruptcy Code as are necessary to obtain an order of the Bankruptcy Court authorizing the assumption and

assignment thereof to Buyer, and such Previously Omitted Contract shall be deemed an Acquired Contract for all purposes under this Agreement. If Buyer does not timely designate such Previously Omitted Contract as an Acquired Contract, such

Previously Omitted Contract shall be a Retained Asset for all purposes of this Agreement.

Section 2.12 Designated Purchaser.

In connection with the Closing, Buyer shall be entitled to designate one or more of its Affiliates to purchase specified Acquired Assets

and assume any applicable Assumed Liabilities on and after the Closing Date (any such Affiliate of Buyer that shall be properly designated by Buyer in accordance with this Section 2.12, a “Designated

Purchaser”); provided that (i) no such designation shall release or relieve Buyer of any of its obligations under this Agreement or the other Transaction Agreements, (ii) no such designation shall impede or delay the

Closing or require any additional Consent, and (iii) Buyer shall be jointly and severally liable with any Designated Purchaser for all obligations of such Designated Purchaser under this Agreement and the other Transaction Agreements. At and

after the Closing, Buyer shall, or shall cause its Designated Purchaser(s) to, honor Buyer’s obligations at the Closing. After the Closing, any reference to Buyer made in this Agreement in respect of any purchase or assumption referred to in

this Agreement shall include reference to the appropriate Designated Purchaser(s), if any. Buyer shall give Seller not less than three (3) Business Days’ written notice of any such designation, which notice shall identify the applicable

Designated Purchaser(s) and the Acquired Assets and Assumed Liabilities to be transferred to or assumed by each such Designated Purchaser.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth on the disclosure schedule delivered to Buyer on the date hereof (the “Disclosure Schedule”), Seller

represents and warrants to Buyer as follows:

Section 3.1 Organization and Good Standing.

Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has all requisite

corporate power and authority to Exploit the Acquired Assets and the Acquired Technology as currently conducted and to perform all of its obligations under the Transaction Agreements. Seller is duly qualified and authorized to conduct business and

is in good standing under the laws of each jurisdiction in which it owns or leases real property and in each other jurisdiction where such qualification or authorization is required, except where the lack of such qualification or authorization has

not had and would not reasonably be expected to have a Material Adverse Effect.

Section 3.2 Power and Authority.

Seller has all requisite corporate power and authority to enter into, deliver and perform its obligations under the Transaction Agreements and

to carry out the Contemplated Transactions, subject to entry of the Sale Order. Seller has duly authorized and approved, by all required action on the part of Seller, the execution, performance and delivery of the Transaction Agreements and the

consummation of the Contemplated Transactions, subject to entry of the Sale Order. Each of the Transaction Agreements constitutes a legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms, subject to

bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No approval or action of the shareholders of Seller is required in connection with the

Contemplated Transactions.

Section 3.3 No Conflict; No Violation of Laws.

The execution, delivery and performance by Seller of each of the Transaction Agreements and the consummation of the Contemplated Transactions,

and the compliance with or fulfillment of the terms, conditions or provisions hereof and thereof will not: (i) contradict, conflict with or result in the breach or violation of any provision of the Governing Documents of Seller,

(ii) contradict, conflict with or result in the breach or violation of (with or without notice or lapse of time or both) any Law applicable to Seller or by which its properties are bound or affected, with respect to the Acquired Technology or

the Acquired Assets, (iii) result in the creation of, or require the creation of, any Lien upon any of the Acquired Technology or Acquired Assets or (iv) require any notice to or filing with, or any Consent of, any Governmental Authority

or any other Person, except in the cases of clauses (ii), (iii) or (iv), to the extent such conflict would not reasonably be expected to have a Material Adverse Effect.

Section 3.4 Sufficiency of Assets; Ownership of Assets.

(a) Excluding any Real Property, Employees, machinery, lab and office equipment, furniture, furnishings and fixtures, the Acquired Assets

constitute all of the assets (including Intellectual Property) that are owned or purported to be owned by Seller or any of its Affiliates that are necessary for Buyer to Exploit the Acquired Technology as Exploited by Seller in the Ordinary Course

as of and prior to the date hereof, including every such asset that Seller used in connection with the Exploitation of the Acquired Technology and the Acquired Intellectual Property, other than rights to assets that are generally commercially

available pursuant to standard terms and conditions. Other than the Licensed Intellectual Property, Seller and the Seller Subsidiaries own and control all assets necessary for Buyer to Exploit the Acquired Technology and the Acquired Intellectual

Property.

(b) Subject to this Section 3.4, Seller has good, valid and marketable title to or an enforceable

license or leasehold interest in the Acquired Assets free and clear of any Liens, other than Permitted Liens and, at the Closing, Buyer will acquire good and valid title to, or an enforceable license or leasehold interest in, all of the Acquired

Assets, free and clear of all Liens, except for Permitted Liens.

Section 3.5 Real Property.

Seller is not conveying any interest in Real Property in connection with the Contemplated Transactions.

Section 3.6 Contracts; Permits; Prepaid Expenses.

(a) Schedule 3.6(a) sets forth all of the following legally binding contracts, leases (excluding any lease for Real Property),

indentures, mortgages, notes, bonds, loans, licenses, sublicenses, instruments, commitments, sales, purchase orders and other arrangements, undertakings, obligations or understandings, oral or written, formal or informal, in effect as of the date

hereof to which Seller or any of its Affiliates are party and that are related to the Exploitation of the Acquired Technology or the Acquired Assets, other than any confidentiality, non-disclosure or similar

agreement entered into by Seller or any of its Affiliates in the Ordinary Course (together with the Intellectual Property Licenses set forth in Schedule 3.13(i), the “Contracts”):

(i) Contracts involving aggregate future payments by or to Seller in respect of the Exploitation of any Acquired Technology or the Acquired

Assets in excess of $250,000 in any twelve (12)-month period that are not cancellable on thirty (30) days’ or less than thirty (30) days’ notice;

(ii) Contracts that are partnership, joint venture or similar agreements;

(iii) Contracts that are research and development agreements involving aggregate future payments in excess of $50,000 in any twelve (12)-month

period, clinical trial agreements, clinical research agreements or similar agreements;

(iv) Contracts with respect to the acquisition or

disposition of any portion of the Acquired Technology or the Acquired Assets;

(v) Contracts that contain

non-competition or non-solicitation provisions, or any other material restrictions on the Exploitation of any Acquired Technology or Acquired Assets (including

geographical restrictions or restrictions with respect to any fields, targets, indications, or therapeutic areas);

(vi) Contracts that

contain an option or grant any right of first refusal or right of first offer, right of first negotiation or similar right in favor of a party other than Seller or that limits or purports to limit the ability of Seller or its Affiliates to own,

operate, sell, transfer, pledge or otherwise dispose of any item of the Acquired Assets or the Acquired Technology;

(vii) Contracts with

a Governmental Authority;

(viii) Contracts in which Seller has (A) granted development rights, “most favored nation”

pricing provisions, or marketing or distribution rights relating to the Acquired Technology or Acquired Assets or (B) agreed to purchase a minimum quantity of goods relating to the Acquired Technology or Acquired Assets or has agreed to

purchase goods relating to the Acquired Technology or Acquired Assets exclusively from a certain party;

(ix) Contracts involving a manufacturing, supply or tolling agreement or arrangement that

commits Seller to purchase goods or supplies in excess of $50,000 in any future twelve (12)-month period; and

(x) All other Contracts to

which Seller or any Affiliates of Seller is a party, which are material to the Exploitation of the Acquired Technology.

(b) A true and

complete copy of each Contract has been made available to Buyer. All Contracts are legal, valid, binding and in full force and effect and enforceable by Seller in accordance with their respective terms, subject to bankruptcy, insolvency,

reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. As to each Contract, there does not exist thereunder any material breach or default on the part of Seller or,

to the Knowledge of Seller, any other party to such Contract, and no event has occurred that (with or without the lapse of time or the giving of notice or both) would constitute a breach or default by Seller or (to the Knowledge of Seller) any other

party thereunder and Seller has not received any written notice of such breach or default. As of the date hereof, no party to any of the Contracts has exercised any termination rights with respect thereto, and no such party has given written notice

to Seller of any significant dispute with respect to any Contract. Except as set forth on Schedule 3.6(b), none of the execution and delivery of this Agreement by Seller or the consummation of the Contemplated Transactions will conflict with,

or result in any violation, breach of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any material obligation or the loss of a material benefit under, any

provision of any Contract.

3.6(c) sets forth a true and complete list of all amounts that, as of the date hereof, are past due and unpaid by Seller or any of its Affiliates under each Acquired Contract, including all unpaid invoices, accrued but unpaid fees, reimbursable

expenses and any other outstanding obligations owed to the counterparty thereto (the “Unpaid Contract Amounts”). Subject to the Bankruptcy Court’s subsequent determination of a different amount, the aggregate Unpaid Contract

Amounts do not exceed $1,193,118.67. Subject to the Bankruptcy Court’s subsequent determination of a different amount, except as set forth on Schedule 3.6(c), there are no other amounts that would constitute Cure Costs with respect to

any Acquired Contract.

(d) Except as set forth on Schedule 3.6(d), there are no material Permits that relate to the Acquired

Assets.

(e) There are no material prepaid expenses or deposits related to the Acquired Assets.

Section 3.7 Litigation.

As of the date hereof, (a) there is no Legal Proceeding pending or, to the Knowledge of Seller, threatened against Seller or its

Affiliates with respect to the Exploitation of the Acquired Technology or the Acquired Assets before any arbitrator, mediator or Governmental Authority, and (b) no Legal Proceedings are pending or, to the Knowledge of Seller, threatened against

Seller or its Affiliates that would adversely affect the ability of (i) Seller to consummate the

Contemplated Transactions or (ii) Buyer to Exploit the Acquired Technology and Acquired Intellectual Property following the Closing without interruption. Neither the Exploitation of any

Acquired Technology nor any Acquired Asset is subject to or in breach or violation of any outstanding Governmental Order or settlement issued or approved by any Governmental Authority. There are no Legal Proceedings pending in which Seller is the

plaintiff or claimant and that relate to the Exploitation of the Acquired Assets or the Acquired Technology.

Section 3.8 Absence

of Changes or Events.

Since January 1, 2024, there has been no change, occurrence, circumstance or event that has resulted in, or

would reasonably be expected to result in, a Material Adverse Effect.

Section 3.9 Compliance with Laws; Regulatory

Compliance.

(a) (i) Seller and its Affiliates are and have been, and (ii) the Exploitation of the Acquired Technology and the

Acquired Assets is and has been, conducted in compliance with any Law or Governmental Order that is applicable to the Exploitation of the Acquired Technology and the Acquired Assets.

(b) With respect to the Acquired Technology and the Acquired Assets:

(i) Seller and its Affiliates have obtained and have held and do hold, all necessary and applicable Permits required by any Governmental

Authority or Law to Exploit the Acquired Technology and the Acquired Assets for any activities they have conducted to date. Such necessary and required Permits to Exploit the Acquired Technology and the Acquired Assets are listed on Schedule

3.9(b)(i) and such Permits are in full force and effect;

(ii) Seller and its Affiliates are, and have been, in material compliance

with all terms and conditions of such necessary and applicable Permits under clause (i) for such Exploitation activities and with all applicable legal requirements pertaining to such activities, with respect to the Acquired Technology and the

Acquired Assets which are not required to be the subject of a Permit; and

(iii) Seller and its Affiliates are, and have been, in

compliance in all material respects with all legal requirements regarding registration, license or certification for each site at which any Acquired Technology is manufactured.

(c) None of Seller or any of its Affiliates have, and, to the Knowledge of Seller, no other Person has received from any Governmental

Authority any written notice of, or been charged by any Governmental Authority with, the violation of or Liability under any Laws with respect to any Acquired Technology or Acquired Assets. None of Seller or any of its Affiliates are, and, to the

Knowledge of Seller, no other Person is under investigation with respect to a material violation of or Liability under any Laws as it relates to any Acquired Technology or Acquired Assets.

(d) No human clinical trials have been conducted in connection with any Acquired Technology

or Acquired Asset since 2011. All human clinical trials conducted by or on behalf of Seller or any of its Affiliates and, to the Knowledge of Seller, all other human clinical trials conducted in connection with any Acquired Technology or Acquired

Asset, have been conducted in material compliance with research protocols and all applicable Laws. No clinical trial conducted in connection with any Acquired Technology or Acquired Asset has been terminated or suspended prior to completion, and

neither the FDA nor any other applicable Governmental Authority, clinical investigator that has participated or is participating in, or institutional review board that has or has had jurisdiction over, a clinical trial conducted in connection with

any Acquired Technology or Acquired Asset has commenced, or, to the Knowledge of Seller, threatened to initiate, any action to place a clinical hold order on, or otherwise terminate, delay or suspend, any proposed or ongoing clinical investigation

conducted or proposed to be conducted in connection with any Acquired Technology. All preclinical studies and other studies and tests conducted by or on behalf of Seller or its Affiliates and, to the Knowledge of Seller, all other preclinical

studies and other studies and tests conducted in connection with the Acquired Technology and Acquired Assets have been and are being (as applicable), conducted in material compliance with research protocols and all applicable Laws.

(e) None of Seller or any of its Affiliates have, and, to the Knowledge of Seller, no other Person has, with respect to any Acquired

Technology or Acquired Asset, (i) been subject to a Governmental Authority shutdown or import or export prohibition or (ii) received any FDA Form 483, or other notice of inspectional observations, “warning letters,”

“untitled letters” or written requests or requirements to make any change to any product candidate or any of Seller’s or its Affiliates or such other Person’s processes or procedures, or any similar correspondence from any

Governmental Authority in respect of any Acquired Technology or Acquired Asset alleging or asserting noncompliance with any applicable Law, permit or any such requests or requirements of a Governmental Authority and, to the Knowledge of Seller, no

Governmental Authority is considering such action. As of the date hereof, none of Seller or any of its Affiliates have, and to the Knowledge of Seller, no other Person has voluntarily or involuntarily initiated, conducted, or issued, or caused to be

initiated, conducted, or issued, any public notice or action relating to an alleged lack of safety or efficacy or material regulatory compliance with respect to any compound, product or therapy containing any Acquired Technology or otherwise arising

from any Acquired Asset.

(f) All compounds, products and therapies including, incorporating or otherwise arising from the Exploitation of

any Acquired Technology or Acquired Asset, if any, that are, as of the date hereof, subject to the jurisdiction of the FDA or Governmental Authorities in other jurisdictions are being manufactured, imported, exported, processed, developed, labeled,

stored, and tested by or on behalf of Seller or any of its Affiliates or, to the Knowledge of Seller, by or on behalf of any other Person, in material compliance with all applicable requirements under any Permit or applicable Law. To the extent

applicable in connection with the Exploitation of any Acquired Technology or Acquired Asset, all applications, notifications, submissions, information, claims, reports and statistics, and other data and conclusions derived therefrom, utilized as the

basis for or submitted in connection with any and all requests for a Permit from the FDA or other applicable Governmental Authority relating to such Acquired Technology or Acquired Asset, when submitted to the FDA or other applicable Governmental

Authority by or on behalf of Seller or any of its Affiliates and, to the Knowledge of Seller, those submitted by or on behalf of any other Person, were true, complete and correct in all material respects as of the date of submission and any

necessary or required updates, changes, corrections or modifications to such applications, submissions, information and data have been submitted to the FDA or other applicable

Governmental Authority. None of Seller or any of its Affiliates and, to the Knowledge of Seller, no other Person, has received any notice or other communication, in writing, via telephone or

other forms of rapid communication, from any Governmental Authority requiring, or threatening to require, the termination or suspension or investigation of any pre-clinical studies of any such compound,

product or therapy. There are no investigations, suits, claims, actions or proceedings pending or threatened in writing against Seller or its Affiliates or, to the Knowledge of Seller, any other Person with respect to any compound, product or

therapy containing any Acquired Technology or otherwise arising from any Acquired Asset, or alleging any material violation by Seller or its Affiliates or any other Person with respect to any such compound, product or therapy of any such Law.

(g) With respect to the Acquired Technology and the Acquired Assets, none of Seller or any of its Affiliates or any of its or their officers,

Service Providers or agents, or, to the Knowledge of Seller, any clinical investigator or other third party involved in the Exploitation of any Acquired Technology or Acquired Asset, has (i) made an untrue statement of a material fact or

fraudulent statement to any Governmental Authority, (ii) failed to disclose a material fact required to be disclosed to any Governmental Authority, or (iii) committed an act, made a statement, or failed to make a statement, including with

respect to any scientific data or information, that, at the time such disclosure was made or failure to disclose occurred, would reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of

Material Facts, Bribery, and Illegal Gratuities,” set forth in 56 Fed. Reg. 46191 (Sept. 10, 1991), and any amendments thereto, or any similar policy or any other statute or regulation regarding the communication or submission of false

information to any applicable Governmental Authority. None of Seller or any of its Affiliates or any of its or their officers, Service Providers, agents or, to the Knowledge of Seller, any clinical investigator or other third party involved in the

Exploitation of any Acquired Technology or Acquired Asset, is or has been convicted of any crime or engaged in any conduct that has resulted in, or would reasonably be expected to result in, debarment from participation in any program related to

pharmaceutical products pursuant to 21 U.S.C. Section 335a (a) or (b).

Section 3.10 Employee Matters.

(a) No Liabilities relating to any Service Provider are included in the Assumed Liabilities.

(b) Seller has provided Buyer a copy of the Employee Census that is true and accurate as of the date of this Agreement.

or “mass layoff” (as defined in the WARN Act) with respect to the Acquired Intellectual Property business to which there is any unsatisfied Liability.

(d) Seller and its Affiliates are in compliance in all material respects with all applicable Laws respecting employment and labor to the

extent they relate to the Employees or current or former employees of Seller or its Affiliates with respect to the Acquired Intellectual Property business, including those related to wages and hours (including minimum wage and overtime Laws and wage

payment Laws), collective bargaining, unemployment insurance, workers’ compensation, classification, hiring, termination, immigration, retaliation, harassment and discrimination, disability rights and benefits, affirmative action, and employee

layoffs, employee notification, leave, health and safety, and child labor.

(e) Neither Seller nor any of its Affiliates is a party to or bound by any Collective

Bargaining Agreement. No labor union, labor organization, or employee representative body has been certified or recognized as the representative of any Employee or the Acquired Intellectual Property business. There are no pending or, to the

Knowledge of Seller, threatened organizational campaigns, card solicitations, petitions, or other unionization activities with respect to any Employee or the Acquired Intellectual Property business. There is no pending or, to the Knowledge of

Seller, threatened labor strike, slowdown, work stoppage, lockout, or other material labor dispute affecting any Employees or the Acquired Intellectual Property business.

(f) There are no pending or, to the Knowledge of Seller, threatened actions against Seller or any of its Affiliates brought by or on behalf of

or with regard to any Employee or by any Governmental Authority relating to any Employee, including any charge, complaint, claim, investigation, or proceeding relating to alleged employment discrimination, harassment, retaliation, wage and hour

violations, unfair labor practices, occupational safety violations, or workers’ compensation claims.

(g) None of Seller or its

Affiliates has entered into any Contract prohibiting or limiting any Employee from accepting employment or otherwise engaging to provide services to Buyer or any of its Affiliates.

Section 3.11 Benefit Plans.

(a) There are no Seller Plans, or Liabilities related thereto, included in the Acquired Assets or Assumed Liabilities.

(b) Neither the execution and delivery of this Agreement, nor the consummation of the Contemplated Transactions, will, either alone or in

combination with another event: (i) materially increase the amount of any compensation or benefits due to any Employee; (ii) accelerate the timing of payment, vesting or funding of any material compensation or benefits to any Employee;

(iii) entitle any Employee to any payment of compensation; or (iv) result in any Employee who is a “disqualified individual” of Seller or its Affiliates receiving any “excess parachute payment” (as each such term is

defined in Section 280G of the Code), determined without regard to any arrangements that may be implemented by, or at the direction of, Buyer or any of its Affiliates.

(c) No Seller Plan is, and neither Seller nor any ERISA Affiliate has, or has had in the past six (6) years, any current or contingent

Liability with respect to (i) a plan or arrangement that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, including a “multiemployer plan” as defined in Section 3(37) of ERISA, or

(ii) a plan that provides post-retirement health, welfare or life insurance benefits to any Service Provider (other than health continuation coverage required by law).

(d) No “prohibited transaction” (within the meaning of Section 406 of

ERISA or Section 4975 of the Code) has occurred with respect to any Seller Plan that would reasonably be expected to result in a Liability to Seller.

Section 3.12 Taxes.

(a) All material Tax Returns required to be filed by Seller or any Affiliated Group of which Seller is or was a member with respect to the

Acquired Assets or the Assumed Liabilities have been duly and timely filed (taking into account applicable extensions) and all such Tax Returns are true, correct and complete in all material respects. Seller has paid (or caused to be paid) all Taxes

with respect to the Acquired Assets or the Assumed Liabilities that are due and payable.

(b) Seller (i) is not currently the

beneficiary of any extension of time within which to file any Tax Return in respect of a material amount of Taxes other than extensions of time to file Tax Returns obtained in the ordinary course of business and (ii) has not waived any statute

of limitations in respect of material Taxes, in each case, with respect to the Acquired Technology, the Acquired Assets or the Assumed Liabilities.

(c) There is no Tax Contest now proposed in writing or, to the Knowledge of Seller, pending against or with respect to the Acquired Assets or

the Assumed Liabilities. All deficiencies asserted or assessments made by any Taxing Authority with respect to the Acquired Assets or the Assumed Liabilities have been fully paid, settled or withdrawn. There are no outstanding extensions or waivers

of the statutory period of limitation applicable to any claim for, or the period for the collection or assessment of, Taxes with respect to the Acquired Assets or the Assumed Liabilities.

(d) No Acquired Contract is a Tax allocation, Tax sharing, Tax indemnification or similar Contract that would, in any manner, bind, obligate

or restrict Buyer or its Affiliates (or the Acquired Assets).

(e) There are no Liens for Taxes on the Acquired Assets, except for

Permitted Liens.

(f) Seller has withheld all material amounts of Taxes relating to the Acquired Technology, the Acquired Assets and the

Assumed Liabilities as are required to be withheld under applicable Law and has timely paid or remitted all such Taxes to the appropriate Governmental Authority.

(g) No written claim has been received from any Governmental Authority in a jurisdiction in which Seller does not currently file a Tax Return

that such Seller may be subject to Tax in such jurisdiction with respect to the Acquired Technology, the Acquired Assets or the Assumed Liabilities.

Section 3.13 Intellectual Property.

(a) Schedule 3.13(a) sets forth a complete and accurate list of all registered and pending applications for registration of

Intellectual Property included in the

Acquired Intellectual Property (each such item of Intellectual Property required to be set forth on Schedule 3.13(a), the “Registered IP”). Schedule 3.13(a) lists

(i) the owner of record for each item of Registered IP, (ii) the jurisdictions in which each item of Registered IP has been issued, registered, otherwise arises or in which any such application for such issuance and registration has been

filed and (iii) the registration or application date, as applicable. Each item of Registered IP is subsisting and, to the extent registered or issued, is, to the Knowledge of Seller, valid and enforceable. All necessary registration,

maintenance, renewal, and other relevant filing fees due through the Closing Date in connection with the Registered IP have been timely paid or will be timely paid by the Closing Date and all necessary Documents and certificates in connection with

the Registered IP have been timely filed or will be timely filed by the Closing Date with the relevant authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining the Registered IP in full force and

effect. Except as set forth on Schedule 3.13(a), there are, as of the date of this Agreement, no filings, payments or similar actions that must be taken within sixty (60) days following the Closing Date for the purposes of obtaining,

maintaining, perfecting or renewing any such registrations and applications.

(b) Seller or one of its Affiliates exclusively owns all of

the Acquired Intellectual Property, free and clear of all Liens (other than Permitted Liens), and possesses legally sufficient, valid and enforceable rights pursuant to written agreements to use all Licensed Intellectual Property as such

Intellectual Property is currently used in connection with the Exploitation of the Acquired Technology and the Acquired Assets in the businesses of Seller and each of its Affiliates. Without limiting the warranty in

Section 3.4, the Acquired Intellectual Property and such Licensed Intellectual Property include all of the Intellectual Property used in, necessary and sufficient for the Exploitation of the Acquired Technology and the

Acquired Assets. Except as set forth on Schedule 3.13(b), no third party has any joint ownership with Seller or any of its Affiliates in any inventions claimed by any issued Patents or pending claims in any applications for Patents included

in the Acquired Intellectual Property (or, to the Knowledge of Seller, any Licensed Intellectual Property).

Affiliates evaluates promptly whether inventions within the Acquired Intellectual Property are patentable and, if so, Seller and its Affiliates has filed promptly patent applications with respect thereto, except where, in the exercise of reasonable

business judgment, Seller or any of its Affiliates (as applicable) has decided not to file, or has decided to defer filing, a patent application on a potentially patentable invention. Seller and its Affiliates have complied with all Laws regarding

the duty of disclosure, candor and good faith in connection with each Patent included in the Acquired Intellectual Property. No public disclosure or sale by Seller or any of its Affiliates or licensees has occurred which has rendered or would

reasonably be expected to render any Patent contained in the Acquired Intellectual Property unenforceable or invalid.

(d) In the past six

(6) years, neither the conduct of Seller’s or its Affiliates’ business with respect to the Acquired Technology nor their Exploitation of the Acquired Technology or the Acquired Intellectual Property has misappropriated, infringed or

otherwise violated or is currently infringing, misappropriating or otherwise violating any Intellectual Property of any Person. Neither Seller nor any of its Affiliates has received any written notice from any Person (i) claiming any violation,

misappropriation or infringement of the Intellectual Property of such Person or (ii) contesting the use, ownership, validity or enforceability of any of the

Acquired Intellectual Property. There is no action pending, or, to the Knowledge of Seller, threatened, against Seller or any of its Affiliates claiming or contesting any of the foregoing and

neither Seller nor any of its Affiliates is aware of any basis for any such claim. No Acquired Intellectual Property is subject to any pending or outstanding judgment that restricts the use, transfer or registration of, or affects the validity or

enforceability of, any such Acquired Intellectual Property.

(e) To the Knowledge of Seller, no Person has misappropriated, infringed or

otherwise violated or is infringing, misappropriating or otherwise violating any Acquired Intellectual Property, and no such claim has been made against any other Person by Seller or any of its Affiliates. None of Seller or any of its Affiliates

have given notice to any other Person of any of the foregoing.

(f) Seller and each of its Affiliates has taken commercially reasonable

measures to maintain the confidentiality, secrecy and value of all material Know-How included in the Acquired Intellectual Property, and to prevent the unauthorized disclosure or use thereof. No such Know-How has been authorized to be disclosed or has been actually disclosed by Seller or any of its Affiliates to any Person other than pursuant to a written non-disclosure

agreement or written confidentiality obligation restricting the disclosure and use of such Know-How, and to the Knowledge of Seller, no such Person is in default of any such agreement.

(g) No past or present founder, director, officer, employee, consultant or independent contractor of Seller or any of its Affiliates owns (or

has any claim, or any right (whether or not currently exercisable) to any ownership interest, in or to) any Acquired Intellectual Property that is or could be material to the Exploitation of the Acquired Technology or the Acquired Assets. Each

current and former founder, employee, officer and director of Seller or any of its Affiliates, each current and former independent contractor and consultant of Seller or any of its Affiliates, and any other Person who is or has been involved in the

creation or development of any Intellectual Property for or on behalf of Seller or any of its Affiliates and claiming or covering any Acquired Technology or otherwise included in the Acquired Intellectual Property has executed a valid and

enforceable written agreement (i) requiring such Person to maintain the confidentiality of all confidential information of Seller and its Affiliates, (ii) permitting such Person to use such information only for the benefit of Seller or its

Affiliates in the scope of such Person’s employment or engagement by Seller and its Affiliates (as the case may be) and (iii) containing a present assignment to Seller or one of its Affiliates of all rights, title and interest in and to

all Intellectual Property created or developed for Seller or any of its Affiliates in the course of such Person’s employment or retention thereby. There is no material uncured breach by Seller or any of its Affiliates, or to the Knowledge of

Seller, the counterparty, under any such agreement. Seller has made available to Buyer copies of all such agreements (or Seller’s forms thereof).

(h) Neither Seller nor any of its Affiliates is required to make any payments by way of royalties, fees or otherwise to any owner, licensor

of, or other claimant to, any Acquired Intellectual Property, or any other Person, with respect to the use thereof or in connection with the Exploitation of any Acquired Technology or Acquired Intellectual Property.

(i) Schedule 3.13(i) sets forth a complete and accurate list of all Intellectual Property Licenses. Seller has delivered to Buyer true,

correct and complete copies of each Intellectual Property License, together with all amendments, modifications or supplements thereto.

(j) No funding, facilities, or personnel of any Governmental Authority or any university,

college, or other educational institution, or research center are or were used, in whole or in part in the development of any Acquired Intellectual Property. No individual Person who contributed to the creation or development of any Acquired

Intellectual Property has performed services for the government or a university, college, other educational institution or research center during a period of time during which such Person was also performing services for Seller or any of its

Affiliates with respect to the Acquired Technology or any Acquired Intellectual Property in a manner that would result in such government, university, college, institution, or research center having rights or interests in or to the Acquired

Technology or any Acquired Intellectual Property.

(k) Neither the execution of this Agreement nor the consummation of the Contemplated

Transactions will result in (i) the loss or impairment of Buyer’s right to own or use any of the Acquired Intellectual Property or the Acquired Technology or (ii) the payment of any additional consideration by Buyer for Buyer’s

right to own or use any of the Acquired Intellectual Property or the Acquired Technology.

Section 3.14 No

Broker’s or Finder’s Fees.

No agent, broker, or finder acting on behalf of Seller or any of

its Affiliates is or will be entitled to any broker’s or finder’s fee or any other commission or fee in connection with any of the Contemplated Transactions. Seller has provided to Buyer any and all engagement letters with banks related

to sale of assets or bankruptcy.

Section 3.15 No Inducement or Reliance.

Seller has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Buyer

(or its Affiliates, officers, directors, employees, agents or representatives) that are not expressly set forth in ARTICLE IV hereof, whether or not any such representations, warranties or statements were made in writing or orally.

Section 3.16 Disclaimer.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER SELLER NOR ANY OF ITS AFFILIATES, REPRESENTATIVES OR ADVISORS HAS

MADE, OR SHALL BE DEEMED TO HAVE MADE, TO BUYER OR ANY OTHER PERSON ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE EXPRESSLY MADE BY SELLER IN THIS ARTICLE III. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO REPRESENTATION OR

WARRANTY HAS BEEN MADE OR IS BEING MADE HEREIN TO BUYER OR ANY OTHER PERSON (A) AS TO MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR QUALITY, WITH RESPECT TO ANY TANGIBLE ASSETS OR AS TO THE CONDITION OR WORKMANSHIP

THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT (OR ANY

OTHER REPRESENTATION OR WARRANTY REFERRED TO IN SECTION 2-312 OF THE UNIFORM COMMERCIAL CODE OF ANY APPLICABLE JURISDICTION), (B) WITH RESPECT TO ANY

PROJECTIONS, FORECASTS, BUSINESS PLANS, ESTIMATES OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO BUYER OR (C) WITH RESPECT TO ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE AT ANY TIME TO BUYER OR ANY OTHER PERSON.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

Section 4.1 Organization and Good Standing.

Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.

Section 4.2 Power and Authority.

Buyer has all requisite limited liability company power and authority to enter into, deliver and perform its obligations under the Transaction

Agreements and to carry out the Contemplated Transactions. Buyer has duly authorized the execution and delivery of the Transaction Agreements and the Contemplated Transactions. Each of the Transaction Agreements constitutes a valid and binding

obligation of Buyer, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Section 4.3 No Conflict; No Violation of Laws.

The execution, delivery and performance by Buyer of each of the Transaction Agreements and the consummation of the Contemplated Transactions,

and the compliance with or fulfillment of the terms, conditions or provisions hereof and thereof will not: (i) conflict with or result in the breach or violation of any provision of the Governing Documents of Buyer, (ii) conflict with or

result in the breach or violation of (with or without notice or lapse of time or both) any Law applicable to Buyer or by which its properties are bound or affected, (iii) result in the creation of, or require the creation of, any Lien upon any

of the assets of Buyer or (iv) require on the part of Seller or Buyer any notice to or filing with, or any authorization, consent or approval of, any Governmental Authority or any other Person except (A) in the cases of clauses (i), (ii)

or (iii), to the extent such conflict, liability or Lien would not, individually or in the aggregate, adversely affect the ability of Buyer to perform its obligations under the Transaction Agreements and (B) in the cases of clause (iv), other

than any notice or Consent for which the failure to make such notice or obtain such Consent would not reasonably be expected to adversely affect the ability of Buyer to perform its obligations under the Transaction Agreements.

Section 4.4 Litigation.

As of the date of this Agreement, there is no Legal Proceeding that is pending or, to the knowledge of Buyer, threatened against Buyer that in

any manner challenges or seeks to prevent, enjoin, alter or delay the Contemplated Transactions.

Section 4.5 No

Broker’s or Finder’s Fees.

No agent, broker, or finder acting on behalf of Buyer or any of its

Affiliates is or will be entitled to any broker’s or finder’s fee or any other commission or fee in connection with any of the Contemplated Transactions.

Section 4.6 No Inducement.

Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller

(or its Affiliates, officers, directors, employees, agents or representatives) that are not expressly set forth in ARTICLE III hereof (including the Disclosure Schedule), whether or not any such representations, warranties or statements were

made in writing or orally.

Section 4.7 Disclaimer.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER BUYER NOR ANY OF ITS AFFILIATES, REPRESENTATIVES OR ADVISORS HAS

MADE, OR SHALL BE DEEMED TO HAVE MADE, TO SELLER OR ANY OTHER PERSON ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE EXPRESSLY MADE BY BUYER IN THIS ARTICLE IV.

ARTICLE V

COVENANTS

PRIOR TO CLOSING

Section 5.1 Conduct of Business.

(a) Except as otherwise required or contemplated by this Agreement, but in each case subject to the limitations on operations specifically

imposed by the Bankruptcy Court, the Bankruptcy Code or the DIP Financing Agreement, during the period from the date of this Agreement to the Closing Date, Seller shall, except (i) as otherwise approved in writing by Buyer (such approval not to

be unreasonably withheld, conditioned or delayed), (ii) as expressly provided in this Agreement or (iii) as required by applicable Law, use commercially reasonable efforts to (1) maintain the Acquired Assets and the Acquired Technology as

they were on the date hereof and (2) comply with the requirements of the Acquired Contracts and any applicable Law.

(b) Without

limiting the generality of the foregoing and except as required or contemplated by this Agreement or any other Transaction Agreement, including due to the limitations on operations specifically imposed by the Bankruptcy Court, the Bankruptcy Code or

the DIP Financing Agreement, during the period from the date of this Agreement through the earlier of the Closing Date and the valid termination of this Agreement pursuant to ARTICLE IX, except (x) as otherwise approved in writing

by Buyer (such approval not to be unreasonably withheld, conditioned or delayed), (y) as expressly provided in this Agreement or (z) as required by applicable Law, Seller shall not take any of the following actions in relation to the Acquired

Assets or the Acquired Technology:

(i) voluntarily incur any Liability that is not a Retained Liability other than (A) in

the Ordinary Course, (B) in connection with the performance or consummation of the Contemplated Transactions, or (C) in connection with the winddown, cessation or discontinuation of any business, operations or activities of Seller that are

not necessary for the operation or maintenance of the Acquired Assets or the consummation of the Contemplated Transactions;

(ii) divest,

sell or otherwise dispose of, or encumber, any Acquired Assets other than dispositions of obsolete assets (other than Intellectual Property) with an aggregate fair market value not exceeding $5,000;

(iii) enter into, terminate or amend any Contract in connection with the Acquired Technology or the Acquired Assets that would have been

required to be set forth in Schedule 3.6(a) if such Contract had been in effect on the date hereof (other than (A) terminations of Contracts as a result of the expiration of the term of such Contracts, or (B) renewals in the

Ordinary Course);

(iv) enter into or amend any transaction or contract with an Affiliate related to the Acquired Technology or the

Acquired Assets;

(v) settle or commence any claim, action, suit or Legal Proceeding relating to the Acquired Technology or the Acquired

Assets, or otherwise fail to prosecute or defend any Intellectual Property-related Legal Proceedings;

(vi) fail to promptly notify Buyer

of any third party challenge (including any inter partes review, post-grant review or covered business method review petition), regulatory default or other material adverse development with respect to any Acquired Intellectual Property or other

Acquired Asset;

(vii) with respect to any Acquired Intellectual Property, fail to (A) diligently prosecute all pending Patent

applications, continuations, continuations-in-part and divisionals (provided that Seller may extend due dates for pending Patent applications in the ordinary course of

patent prosecution to the extent such extension would not result in the abandonment, loss or impairment of any Acquired Intellectual Property), (B) timely make and prosecute any Patent term extension and restoration filings, (C) pay any

maintenance or similar fees, or (D) take any other actions necessary to prevent the abandonment, loss or impairment of any Acquired Intellectual Property;

(viii) sell, assign, license, sublicense, transfer, convey, abandon, dedicate to the public, or otherwise dispose of any Acquired Intellectual

Property or terminate, amend, restate, supplement, waive or impair any rights under any Intellectual Property License, or grant or seek to grant any right or license to any other Person that would conflict with or otherwise impair any rights under

any Intellectual Property License;

(ix) disclose (or authorize the disclosure of) any confidential or proprietary information

included in the Acquired Intellectual Property, including any Know-How, other than in the Ordinary Course to a Person who is bound by valid written non-use and non-disclosure obligations;

(x) fail to maintain any confidentiality, invention assignment or non-disclosure protections with respect to any Acquired Intellectual Property or Acquired Asset;

(xi)

fail to maintain in good standing all regulatory filings, approvals and designations, including to the extent applicable, INDs, NDAs/BLAs, orphan designations and DMFs, or receive notice of any FDA action, warning letter, recall or adverse event

matter that could reasonably be expected to affect the value of any Acquired Intellectual Property or Acquired Asset without providing prompt written notice thereof to Buyer;

(xii) correspond or communicate with the FDA or any similar Governmental Authority in writing with respect to the Acquired Technology or the

Acquired Assets without providing Buyer prior notice thereof;

(xiii) plan, initiate, supervise or conduct any preclinical and clinical

trials with respect to the Acquired Technology (other than preclinical and clinical trials that were conducted, initiated or supervised in connection with the Acquired Technology prior to the date hereof);

(xiv) (i) terminate the employment of any Employee (unless Buyer has notified Seller that such Employee has expressly rejected a Hire Offer or

such Employee has failed to satisfy Buyer’s customary screening procedures) or (ii) take any action that is intended to, or would reasonably be expected to, discourage any Employee from accepting a Hire Offer;

(xv) except pursuant to an existing Seller Plan disclosed in Schedule 5.1(b)(xv), with respect to (or for the benefit of) any Employee:

(A) increase the rate of base salary, wages, or other compensation payable; (B) grant or increase any bonus, incentive compensation, severance, retention,

change-in-control, or termination pay or benefit; or (C) accelerate the vesting or payment of any compensation or benefit to such employee;

(xvi) take any action that would constitute a “plant closing” or “mass layoff” within the meaning of the WARN Act

affecting the Employees or the Acquired Intellectual Property business;

(xvii) enter into any Collective Bargaining Agreement relating

to, impacting, or binding on any Employee or the Acquired Intellectual Property business; or

(xviii) authorize, agree, resolve or consent

to any of the foregoing.

the operations of the Acquired Assets prior to the Closing Date. Prior to the Closing Date, Seller shall exercise, consistent with and subject to the terms and conditions of this Agreement and the DIP Financing Agreement, complete control and

supervision of the Acquired Assets. Notwithstanding anything to the contrary in this Agreement, no consent of Buyer shall be required with respect to any matter set forth in this Section 5.1 or elsewhere in this Agreement

to the extent that the requirement of such consent would violate or conflict with applicable Law.

Section 5.2 Access to Information.

During the period from the date hereof and continuing until the earlier of the third

(3rd) anniversary of the Closing Date or the effective date of the chapter 11 plan, Seller shall (a) give Buyer and its Representatives reasonable access to the employees, facilities and the

books and records relating to the Acquired Assets as Buyer may reasonably request, (b) permit Buyer to make such inspections relating to the Acquired Assets as it may reasonably require, (c) during such period furnish as promptly as

practicable to Buyer any information concerning the Acquired Assets that Buyer may reasonably request and (d) provide Buyer copies of all variance reports, budgets, financial documents and other information provided pursuant to the DIP

Financing Agreement or any other debtor-in-possession financing agreement; provided, however, that such access or furnishing of information shall be

conducted at Buyer’s expense, during normal business hours, under the supervision of Seller’s personnel, in such a manner that does not unreasonably interfere with the normal operations and conduct of business of Seller, and Buyer and

its Representatives shall give reasonable prior notice of all such access and visits to a designated officer of Seller. Notwithstanding anything to the contrary set forth in this Agreement, (a) Buyer shall not have access to (i) personnel

records of Seller relating to individual performance or evaluation records, medical histories, or (ii) information that, in Seller’s reasonable opinion, Seller is under a contractual or legal obligation not to supply, and (b) Seller

shall not be required to take any action that would constitute a waiver of attorney client or other privilege or would compromise Seller’s confidential information not related to the Acquired Assets; provided that, in the case of clause

(a)(ii) and (b), Seller shall use commercially reasonable efforts to work in good faith with Buyer to determine a manner to provide such information or access in a manner that would not violate such obligations or waive such privilege.

Section 5.3 Satisfaction of Conditions Precedent.

Subject to the terms and conditions set forth herein and to applicable legal requirements, including the limitations on operations

specifically imposed by the Bankruptcy Court, the Bankruptcy Code or the DIP Financing Agreement, each of the parties shall cooperate and use their respective commercially reasonable efforts to take, or cause to be taken, all appropriate action, and

do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Contemplated Transactions, including the

satisfaction of the respective conditions set forth in ARTICLE VI.

Section 5.4 Further Assurances; Consents of Third

Parties; Governmental Approvals.

Subject to the limitations on operations specifically imposed by the Bankruptcy Court, the

Bankruptcy Code or the DIP Financing Agreement, Seller and Buyer shall cooperate with the other party and use their respective reasonable best efforts to promptly take, or cause to be taken, all actions, and do, or cause to be done, all things,

necessary, proper or advisable

to cause the conditions to Closing to be satisfied as promptly as practicable and to consummate the Contemplated Transactions; provided, however, that (other than as set forth in

Section 5.5) such action shall not include any requirement of Buyer, Seller or any of their respective Affiliates or Representatives to pay money to any third party, commence or participate in any Legal Proceeding or offer

or grant any accommodation (financial or otherwise) to any third party. Without limiting the foregoing, prior to the Closing, each party shall use its reasonable best efforts to (a) obtain any Consents from, and provide such notices to,

Governmental Authorities and third parties under the Acquired Contracts as are required and reasonably necessary to effect the consummation of the Contemplated Transactions or accomplish the assignment of the Acquired Contracts to Buyer and

(b) lift any injunction prohibiting, or any other legal bar to, the consummation of the Contemplated Transactions.

Section 5.5

Regulatory Filings and Cooperation; Filing Fees.

(a) In addition to its obligations under

Section 5.4, each of the parties shall, and shall cause its Affiliates to, use commercially reasonable efforts to prepare and file, as promptly as practicable after the date hereof, all notices, reports, and other documents

required to be filed by it or any of its Affiliates with any Governmental Authority with respect to the Contemplated Transactions.

(b)

Each of Seller and Buyer shall, and shall cause its Affiliates to: (i) cooperate in good faith and in a timely manner with any Governmental Authority in connection with any review, investigation, or inquiry relating to the Contemplated

Transactions, including by promptly responding to any request for information or documentation from any Governmental Authority; (ii) promptly notify the other party in writing of any communication received by it or any of its Affiliates from

any Governmental Authority relating to the Contemplated Transactions and, to the extent permitted by applicable Law and such Governmental Authority, provide the other party with copies of all written communications and a summary of all material oral

communications with any Governmental Authority relating thereto; (iii) to the extent permitted by applicable Law, permit the other party and its counsel a reasonable opportunity to review in advance, and consider in good faith the reasonable

comments of such other party with respect to, any proposed written communication to any Governmental Authority relating to the Contemplated Transactions; and (iv) not independently participate in any substantive meeting, discussion or telephone

call with any Governmental Authority in respect of any filing, investigation or inquiry relating to the Contemplated Transactions without giving the other party reasonable prior written notice thereof and, to the extent permitted by such

Governmental Authority, the opportunity to attend and participate therein.

of any filing or notice required under this Section 5.5 shall be borne solely by Buyer.

Section 5.6

Outbound License Agreements.

Seller shall not amend, modify, terminate, extend, renew or waive any provision of an Outbound License

Agreement, or release or assign any material right of Seller or its Affiliates under an Outbound License Agreement, or otherwise enter into any agreement to do any of the foregoing, in each case, in any manner that would purport to impose any

encumbrance on any of

the rights assigned to Buyer hereunder as of the Closing, expand the scope of the rights or licenses granted to any Outbound Licensee beyond the scope of such rights or licenses as they exist as

of the date of this Agreement, or otherwise interfere with Buyer’s exercise of its right to Exploit the Acquired Technology and the Acquired Intellectual Property. Prior to the Closing, to the extent Buyer and the applicable Outbound Licensee

have not entered into a new or amended license agreement in form and substance acceptable to Buyer in its sole discretion, Seller shall seek entry of an order or orders of the Bankruptcy Court authorizing the rejection of such Outbound License

Agreements pursuant to Section 365 of the Bankruptcy Code. Such rejection shall be effective no later than the Closing. Seller shall use best efforts to obtain entry of the Sale Order including the

Non-Compete Finding and providing that Buyer shall have no successor liability with respect to any obligations of Seller or its Affiliates under any Outbound License Agreement.

Section 5.7 Intellectual Property Matters.

(a) With respect to each issued patent or pending patent application included in the Acquired Intellectual Property that currently lists

Seller’s former corporate name “Sangamo BioSciences, Inc.” as the assignee, prior to the Closing, Seller shall (a) make the requisite filings with the United States Patent and Trademark Office and relevant authorities in

foreign jurisdictions to record Seller’s current corporate name (“Sangamo Therapeutics, Inc.”) as the assignee of each such patent or pending patent application, and (b) provide written documentation to Buyer evidencing the

same.

(b) Prior to the Closing, Seller shall (i) record all applicable executed inventor assignments with the United States Patent

and Trademark Office for the following patents and patent applications: (1) U.S. patent application no. 62/378,978 for ENGINEERED TARGET SPECIFIC NUCLEASES (assignments from Edward J. Rebar and Jeffrey C. Miller); (2) U.S. patent application

no. 62/433,981 for ENGINEERED TARGET SPECIFIC NUCLEASES (assignments from Edward J. Rebar and Jeffrey C. Miller); (3) PCT/US2026/024034 for FITNESS MATURATION OF A BLOOD-BRAIN BARRIER PENETRANT AAV CAPSID (assignments from assignments from Edward J.

Rebar and Jeffrey C. Miller); (4) U.S. patent application no. 64/064,988 for STAC-BBB POTENCY ASSAY (assignments from Edward J. Rebar and Jeffrey C. Miller); and (ii) provide written documentation to

Buyer evidencing the same.

ARTICLE VI

CONDITIONS PRECEDENT TO THE CLOSING

Section 6.1 Conditions to Obligations of Buyer. The obligation of Buyer to consummate the Contemplated Transactions is

subject to the satisfaction (or written waiver by Buyer) of each of the following conditions:

(a) the Bankruptcy Court shall have entered

the Bidding Procedures Order, and the Bidding Procedures Order shall be a Final Order;

(b) the Bankruptcy Court shall have entered the

Sale Order, and the Sale Order shall be a Final Order;

the Fundamental Representations, the Intermediate Representations and Section 3.8 (Absence of Changes or Events) shall be true and correct (disregarding for this purpose all qualifications or exceptions in such

representations and warranties relating to materiality or Material Adverse Effect) on and as of the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that

address matters only as of a specific date, which representations and warranties shall be true and correct as of such specific date), except where the failure of such representations and warranties to be so true and correct has not had and would not

reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ii) the Intermediate Representations applicable to Seller shall be true and correct in all material respects on and as of the date of this Agreement

and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that address matters only as of a specific date, which representations and warranties shall be true and correct in all material

respects as of such specific date); (iii) the Fundamental Representations applicable to Seller shall be true and correct in all respects other than de minimis inaccuracies on and as of the date of this Agreement and on and as of the Closing

Date as though made on and as of the Closing Date (except for representations and warranties that address matters only as of a specific date, which representations and warranties shall be true and correct in all respects other than de minimis

inaccuracies as of such specific date); and (iv) the representations and warranties of Seller set forth in Section 3.8 (Absence of Changes or Events) shall be true and correct on and as of the date of this Agreement

and on and as of the Closing Date as though made on and as of the Closing Date;

(d) Seller shall have performed and complied in all

material respects with all covenants required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date;

(e) Seller shall have delivered to Buyer the items set forth in Section 2.6(a);

(f) no Governmental Order or Law shall be in effect that restrains, enjoins or otherwise prohibits the consummation of the Contemplated

Transactions;

(g) with respect to each Outbound License Agreement that contains an Outbound License

Non-Compete, either (i) the Sale Order shall order that each such Outbound License Agreement is rejected and also include the Non-Compete Finding, or

(ii) Buyer and such Outbound Licensee shall have entered into a new or amended license agreement, in form and substance acceptable to Buyer in its sole discretion;

(h) Seller shall have paid, to each applicable counterparty to each Acquired Contract, all applicable Cure Costs;

(i) no Material Adverse Effect shall have occurred after the date of this Agreement that is continuing; and

(j) the Bankruptcy Court shall have entered the Interim DIP Order and the Final DIP Order.

Section 6.2 Conditions to Obligations of Seller and Seller Subsidiaries.

The obligation of Seller and the Seller Subsidiaries to consummate the Contemplated Transactions is subject to the satisfaction (or written waiver by Seller) of each of the following conditions:

(a) the Bankruptcy Court shall have entered the Sale Order, and the Sale Order shall be a Final Order;

(b) the representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects (disregarding

for this purpose all qualifications or exceptions in such representations and warranties relating to materiality or Material Adverse Effect) on and as of the date of this Agreement and on and as of the Closing Date as though made on and as of the

Closing Date (except for representations and warranties that address matters only as of a specific date, which representations and warranties shall be true and correct as of such specific date);

(c) Buyer shall have performed and complied in all material respects with all covenants required by this Agreement to be performed or complied

with by Buyer on or prior to the Closing Date;

(d) Buyer shall have delivered to Seller the items set forth in

Section 2.6(b); and

(e) no Governmental Order or Law shall be in effect that restrains, enjoins or otherwise

prohibits the consummation of the Contemplated Transactions.

ARTICLE VII

OTHER COVENANTS AND AGREEMENTS

Section 7.1 Omitted Assets; Wrong Pockets.

(a) If, after the Closing, Buyer or Seller becomes aware that any asset or right that constitutes an Acquired Asset (other than a Contract,

which shall be governed by Section 2.11) was not delivered to Buyer at Closing (collectively, “Omitted Assets”), then Seller shall, and shall cause its Affiliates to, promptly transfer such Omitted Assets

to Buyer for no additional consideration, and if such transfer is not legally permissible, then Seller shall, and shall cause its Affiliates, to obtain or structure an arrangement for Buyer to receive (or for Seller and its Affiliates to enforce for

the benefit of Buyer), whether by license or sub-license (which shall be perpetual, exclusive, irrevocable, worldwide and fully paid), sub-assignment or by other means,

the economic and operational claims, rights and benefits of ownership of such Omitted Assets, including the net profits from the operation or subsequent sale of such Omitted Assets, and including the right to manage and control such Omitted Assets,

in each case for no additional consideration. If, after the Closing, Buyer or Seller becomes aware that Buyer has in its possession any assets or rights that constitute Retained Assets or Liabilities that constitute Retained Liabilities that were

inadvertently conveyed to Buyer, then Buyer shall, and shall cause its Affiliates to, use commercially reasonable efforts to deliver such Retained Assets or Retained Liabilities, as applicable, to Seller for no consideration.

(b) If, after the Closing, Seller or an Affiliate thereof receives any payments or amounts

(including by set-off or otherwise) under or with respect to any Acquired Assets, Seller shall promptly pay such amount received by wire transfer of immediately available funds to an account or accounts

designated by Buyer. If, after the Closing, Buyer or an Affiliate thereof receives any payments or amounts (including by way of set-off or otherwise) that constitute Retained Assets, Buyer shall promptly pay

such amount received by wire transfer of immediately available funds to an account or accounts designated by Seller.

shall reasonably cooperate to effect any arrangements described in this Section 7.1 in a manner that is Tax efficient for the parties and their respective Affiliates, including by treating the Person initially in possession

of any such payment after the Closing as holding such payment as an agent or nominee for the transferee thereof for all applicable Tax purposes to the extent permitted by applicable Law.

Section 7.2 Intellectual Property and Technology Matters.

(a) Non-Exclusive License to Retained Intellectual Property; Right of Reference. Seller hereby

grants, on behalf of itself and its Affiliates, to Buyer and its Affiliates, (i) a perpetual, non-exclusive, transferable, irrevocable, sublicensable (through multiple tiers), worldwide, royalty-free and

fully paid license under the Retained Intellectual Property, excluding the Retained Intellectual Property set forth in Schedule 7.2(a), to the extent useful to Exploit the Acquired Technology and the Acquired Assets for any and all uses and

purposes, including the diagnosis, prevention and treatment of any and all diseases in humans or animals; and (ii) a worldwide, perpetual, irrevocable, transferable, sublicensable (through multiple tiers) right of reference to any regulatory

filings, data and information controlled by Seller or any of its Affiliates (or a successor-in-interest of any such Person) that were generated by or on behalf of Seller

or any of its Affiliates or licensees in connection with the Acquired Assets to the extent necessary or useful to support regulatory filings for products Exploited by Buyer or any of its Affiliates or licensees using the Acquired Technology or

Acquired Assets.

(b) License to Retained Program Purchasers; License to Seller. (i) Buyer shall negotiate in good faith with

each purchaser of a Retained Program the terms of an agreement pursuant to which Buyer would grant to such purchaser a royalty-free, fully paid-up non-exclusive license

in the territory in which the applicable purchaser has acquired the rights with respect to the applicable Retained Program, with the right to sublicense in accordance with terms to be set forth in such agreement, under Buyer’s rights in

Acquired Intellectual Property set forth in Schedule 7.2(b), in form and substance acceptable to Buyer in its reasonable discretion; provided, that Buyer will not unreasonably refuse to enter into such agreement. (ii) Buyer hereby

grants to Seller a limited, non-exclusive, non-transferable license to use applicable Acquired Intellectual Property previously used in an Existing Clinical Trial solely

to the extent necessary to complete or wind-down such Existing Clinical Trial. Such license shall be sublicensable solely to the primary investigator conducting such Existing Clinical Trial and shall automatically terminate upon the completion of

such Existing Clinical Trial.

(20) days after the Closing (provided that, with respect to any tangible goods, Buyer has provided in writing a shipping destination and its confirmation of readiness to receive such shipment(s)), effect a technology transfer to Buyer that

shall include all of the following, in each case, to the extent related to the Acquired Assets and owned or controlled by Seller or any of its Affiliates (including any of the following in the possession of any vendor, contractor or service provider

(including any contract research organization or contract development and manufacturing organization of Seller or any of its Affiliates) (a “Seller Contractor”)): (a) all then-existing

Know-How; (b) all data, results and other information associated with the foregoing; (c) all manufacturing processes, including any protocols for manufacturing any Acquired Technology; and

(d) all manufacturing data, information and services of Seller Contractors (the “Transferred Technology”). Commencing on the date hereof, Seller shall, and shall cause its Affiliates and Seller Contractors to identify,

collect, organize and prepare all Transferred Technology so as to enable the prompt and complete transfer thereof to Buyer within twenty (20) days after the Closing (provided that, with respect to any tangible goods, Buyer has provided in

writing a shipping destination and its confirmation of readiness to receive such shipment(s)). For a period of up to twenty (20) Business Days after the completion of the transfer of the Transferred Technology, and at no additional charge,

Seller shall provide technical assistance to Buyer, including in-person, telephonic or electronic consultation with then-current employees of Seller or its Affiliates knowledgeable with respect to the Acquired

Intellectual Property and access to any relevant Documents, tangible research materials or information systems, and upon Buyer’s reasonable request, Seller shall facilitate introductions between Buyer and any Seller Contractor in possession of

any of the foregoing, including applicable Know-How, data, results, information or materials.

(d)

Further Assurances. Seller shall, and shall cause its Affiliates and use commercially reasonable efforts to cause its and their Service Providers to, execute any documents reasonably requested by Buyer to confirm and perfect Buyer’s

ownership of the Acquired Intellectual Property, and shall use commercially reasonable efforts to facilitate access by Buyer to Service Providers of Seller or its Affiliates who may have information useful for the prosecution, maintenance and

enforcement of the Acquired Intellectual Property.

Section 7.3 Publicity.

(a) Buyer and Seller shall jointly prepare and mutually agree upon the initial press release regarding this Agreement and the Contemplated

Transactions, which shall be issued at such time and in such form as the parties mutually agree. Following the issuance of such initial press release, neither Buyer nor Seller shall issue or make any subsequent press release, public announcement, or

other public communication with respect to this Agreement or the Contemplated Transactions without the prior written consent of the other party, except (i) as required by applicable Law or (ii) as expressly permitted pursuant to

Section 7.3(c); provided, that the party proposing to issue any press release or similar public announcement or communication in compliance with any such disclosure obligations shall use commercially reasonable

efforts to consult in good faith with the other party regarding the form and content of such disclosure and to incorporate any reasonable comments of the other party prior to the issuance thereof.

(b) Except as required by applicable Laws, no party to this Agreement shall publicly disclose a copy of this Agreement, furnish a copy of this

Agreement, disclose the terms of this Agreement to any third party or issue any press release or make any public statement regarding the Contemplated Transactions without the prior written consent of the other party. Notwithstanding the foregoing,

either party shall be permitted to make any public statement or

filing without the prior written consent of the other party, only if such disclosure is (i) required by applicable Laws or the requirements of the SEC, NASDAQ or the New York Stock Exchange,

the IRS, state taxing authority or comparable foreign authorities or markets or (ii) expressly permitted pursuant to Section 7.3(c). Notwithstanding anything in this Agreement to the contrary, following the Closing,

each of Buyer and Seller shall be permitted to disclose information to employees, advisors, agents or consultants of Buyer or Seller, as applicable, in each case who have a need to know such information, provided that such persons are advised of the

confidential nature of the information so disclosed and agree to keep such information confidential.

Disclosures.

Notwithstanding the foregoing restrictions in Section 7.3(a) and

Section 7.3(b), Seller shall be permitted, without the prior written consent of Buyer, to make any commercially reasonable public announcement, press release, court filing, notice, or other public communication (each, a

“Bankruptcy Disclosure”) that:

(i) is required by the Bankruptcy Court, any Order of the Bankruptcy Court (including

the Bidding Procedures Order), or any provision of the Bankruptcy Code or the Federal Rules of Bankruptcy Procedure;

(ii) relates to the

marketing of the Acquired Assets, the solicitation of Qualified Bids (as such term is defined in the Bidding Procedures), the auction (if any) to be conducted pursuant to the Bidding Procedures Order, the Bidding Procedures, the auction timeline or

schedule, the Sale Hearing, or the deadline for submitting Qualified Bids, in each case solely as contemplated by or consistent with the proposed Bidding Procedures substantially in the form of Exhibit F and with the Bidding Procedures Order

once entered by the Bankruptcy Court; or

(iii) constitutes a filing with, notice or submission to or communication directed to the

Bankruptcy Court or any party in interest in the Bankruptcy Case.

Notwithstanding the foregoing, with respect to any Bankruptcy

Disclosure that Seller proposes to make pursuant to this Section 7.3(c), Seller shall use reasonable efforts to provide Buyer with at least two (2) Business Days’ prior written notice of such proposed Bankruptcy

Disclosure, together with a copy of the proposed disclosure or announcement. Buyer shall have the right to provide written comments on such proposed Bankruptcy Disclosure within such notice period, and Seller shall consider any such comments in good

faith prior to the issuance thereof.

Section 7.4 Employment Matters.

(a) Hire Offers. Subject to such Person’s completion of Buyer’s customary screening procedures to the reasonable

satisfaction of Buyer, Buyer shall, or shall cause a Buyer Affiliate to, offer employment (a “Hire Offer”) to each Person listed on Schedule 7.4(a) (an “Employee”) that is effective on the Closing Date

and contingent on (i) the Closing and (ii) the Employee’s resignation from all positions and employment with Seller and its Affiliates. Each Hire Offer shall be on such terms and conditions as established by Buyer or any Buyer

Affiliate in its sole discretion. Buyer shall not unreasonably withhold satisfaction of screening with respect to

any Employee. Seller and its Affiliates shall, if requested, cooperate in good faith with and provide reasonable assistance to Buyer and its Affiliates in its or their efforts to make Hire

Offers, including by using reasonable best efforts to (A) make each Employee reasonably accessible to meet and interview with Buyer or its Affiliates, and (B) otherwise facilitate Buyer’s and its Affiliates’ interview and

evaluation processes. Each Employee who receives and accepts a Hire Offer and commences employment with Buyer or its Affiliate is referred to herein as a “Hired Employee”. Buyer will notify Seller by the Closing Date with respect

to whether each Hire Offer has been accepted or rejected. Seller shall retain all Liabilities relating to, or arising out of, any termination of employment with Seller or its Affiliates of any employee of Seller and its Affiliates who does not

become a Hired Employee, in each case, whether under any Seller Plan or any applicable Law.

(b) WARN Act Compliance. On or before

the Closing Date, Seller shall provide a list of the names and sites of employment of any and all employees who have experienced, or are expected to experience, an “employment loss” or “layoff” (as defined by the WARN Act)

within ninety (90) days prior to the Closing Date. Seller shall update this list as reasonably requested up to and including the Closing Date. Seller shall be solely responsible for providing any notice required by, and any and all Liabilities

arising under, the WARN Act relating to any employee of Seller or its Affiliates whose employment is terminated by Seller or its Affiliates prior to, upon, or following the Closing. Buyer or its Affiliate will provide any required notice under the

WARN Act and otherwise comply with the WARN Act with respect to any “plant closing” or “mass layoff” (as defined in the WARN Act) or group termination or similar event affecting Hired Employees (including as a result of the

consummation of transactions contemplated by this Agreement) occurring from and after the Closing.

shall be responsible for any and all obligations and Liabilities arising under Section 4980B of the Code with respect to all “M&A qualified beneficiaries”, as defined in 26 C.F.R. §

54.4980B-9.

(d) No Third-Party Beneficiaries. No provision in this

Section 7.4 shall constitute or be deemed to constitute an amendment to any Seller Plan or any other employee benefit plan, program, policy, agreement or arrangement sponsored or maintained by Seller, Buyer or any of their

respective Affiliates. This Section 7.4 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 7.4, express or implied, is

intended to confer upon any other Person any rights or remedies of any nature whatsoever. Without limiting the foregoing, no provision of this Section 7.4 will create any third-party beneficiary rights in any current or

former Service Provider in respect of continued employment or engagement (or resumed employment or engagement) or any other matter. Nothing in this Section 7.4, express or implied, (A) shall confer upon any Service

Provider any right to employment or continued employment or level of compensation or benefits for any specified period, of any nature or kind whatsoever under or by reason of this Agreement or (B) is intended to be or shall be considered to be

an amendment or adoption of any plan, program, agreement, arrangement or policy of Seller or Buyer, nor shall it interfere with any of Seller’s or Buyer’s and their respective Affiliates’ rights from and after the Closing to amend

or terminate any employee benefit plan.

Section 7.5 Tax Matters.

(a) Mutual Cooperation. Seller and Buyer shall, solely with respect to the Acquired Assets and the Assumed Liabilities, (i) each

provide the other with such assistance as may reasonably be requested by either of them in connection with the preparation of any Tax Return, any audit or other examination by any Taxing Authority or any judicial or administrative proceeding with

respect to Taxes, (ii) each retain and provide the other with any records or other information that may be relevant to such return, audit, examination or proceeding and (iii) each provide the other with any final determination of any such

audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other for any period (which shall be maintained confidentially).

(b) Transaction Taxes. All Transaction Taxes shall be borne by Seller. Buyer and Seller agree to reasonably cooperate with each other

to complete any Tax Returns or other documentation relating to Transaction Taxes that is required to be completed under applicable Law.

(c) Straddle Periods. Any real property Taxes, personal property Taxes, and similar ad valorem obligations levied with respect to the

Acquired Assets or the Assumed Liabilities (“Periodic Taxes”) for a taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”) shall be apportioned between Seller and Buyer as of

the Closing Date based on the number of days of such taxable period included in the period ending with and including the Closing Date, and the number of days of such taxable period beginning after the Closing Date. All Taxes levied with respect to

the Acquired Assets or the Assumed Liabilities payable for any Straddle Period, other than Periodic Taxes, shall be prorated between Seller and Buyer on a “closing of the books” basis as of the end of the day on the Closing Date.

Section 7.6 Bankruptcy Matters.

(a) Bidding Procedures and Sale Order. Seller shall use reasonable efforts to cause the Bankruptcy Court to enter the Bidding

Procedures Order substantially in the form of Exhibit E (with the Bidding Procedures attached thereto substantially in the form of Exhibit F) and the Sale Order substantially in the form of Exhibit G, and such other relief from

the Bankruptcy Court as may be necessary or appropriate in connection with this Agreement and the consummation of the Contemplated Transactions.

(b) Consent Rights to Definitive Documents. Buyer’s prior written consent shall be required with respect to all definitive

documents related to the sale process to be filed with or submitted to the Bankruptcy Court, including (i) the Bidding Procedures, (ii) the Bidding Procedures Order, (iii) the Sale Motion, (iv) any amendments to this Agreement or

any other Transaction Agreement, (v) the Sale Order, and (vi) any other motions, applications, pleadings, proposed orders or other documents to be filed by Seller in the Bankruptcy Case that relate in any way to this Agreement, the

Contemplated Transactions, the Bidding Procedures, the Bidding Procedures Order or the Sale Order. Seller shall provide Buyer with copies of all such documents sufficiently in advance of filing (and in no event less than three (3) Business Days

prior to filing, to the extent reasonably practicable) to permit Buyer and its counsel a meaningful opportunity to review and comment thereon, and Seller shall incorporate all reasonable comments of Buyer.

Contemplated Transactions, including in connection with (i) preparing and filing all motions, applications and other documents with the Bankruptcy Court in connection with the approval and consummation of the Contemplated Transactions,

(ii) obtaining entry of the Bidding Procedures Order and the Sale Order, and (iii) responding to any objections to the Contemplated Transactions.

(d) Adequate Assurance. Seller shall use reasonable efforts to assist Buyer in providing adequate assurance of future performance as

required under Section 365 of the Bankruptcy Code with respect to any Acquired Contracts proposed to be assumed and assigned to Buyer, including facilitating any negotiations with counterparties to such Acquired Contracts and, if necessary,

obtaining an order of the Bankruptcy Court containing a finding that the proposed assumption and assignment of such Acquired Contracts to Buyer satisfies all applicable requirements of Section 365 of the Bankruptcy Code. Buyer and Guarantor

shall use reasonable efforts to assist Seller in establishing Buyer’s ability to provide adequate assurance of future performance as required under Section 365 of the Bankruptcy Code with respect to any Acquired Contracts proposed to be

assumed and assigned to Buyer.

(e) Bankruptcy Case Conduct. From the Petition Date until the earlier of the Closing or the

termination of this Agreement in accordance with ARTICLE IX, Seller shall (i) not pursue or seek, and shall oppose, (A) any conversion of the Bankruptcy Case to a case under chapter 7 of the Bankruptcy Code, (B) the dismissal

of the Bankruptcy Case, or (C) the appointment of a trustee or examiner with expanded powers in the Bankruptcy Case, and (ii) not take any action or fail to take any action which action or failure to act would reasonably be expected to

result in the termination, revocation or material limitation of Seller’s authority to operate as a debtor-in-possession under Sections 1107 and 1108 of the

Bankruptcy Code. After entry by the Bankruptcy Court of the Sale Order, the terms of any other proposed order submitted by Seller to the Bankruptcy Court shall not conflict with, supersede, abrogate, nullify or restrict the terms of this Agreement,

or in any way prevent or interfere with the consummation or performance of the Contemplated Transactions.

(f) Non-Solicitation. From the date of this Agreement until the date the Sale Motion is filed with the Bankruptcy Court, Seller shall not, and shall cause its Affiliates and their respective Representatives not to,

solicit, negotiate or engage in discussion with any third party (and Seller shall, and shall cause its Affiliates and their respective Representatives, to cease immediately any such ongoing activity), or enter into any agreement or understanding

with respect to, or approve or recommend, or knowingly facilitate, any Alternative Transaction; provided, however, that on and after the Petition Date, Seller may take any of the foregoing actions with respect to any Person in

accordance with the proposed Bidding Procedures substantially in the form of Exhibit F and with the Bidding Procedures Order once entered by the Bankruptcy Court.

(g) Notice of Successful Bidder. Within 24 hours following the designation of Buyer as the Successful Bidder (as defined in the Bidding

Procedures), or as otherwise agreed to by the parties, Seller shall file the notice of successful bidder (as contemplated by the Bidding Procedures) and take any other appropriate actions to seek entry of the Sale Order.

(h) DIP Financing Consent Rights.

(i) Without the prior written consent of Buyer, Seller shall not enter into, agree to, or permit to become effective any DIP Financing

Agreement, Interim DIP Order, Final DIP Order, or any other postpetition financing arrangement or Bankruptcy Court order approving the same, or any amendment, modification, supplement, replacement or waiver of any of the foregoing, in each case that

would: (i) grant any Lien on any of the Acquired Assets that would not be released, discharged, or otherwise satisfied at or prior to the Closing pursuant to the Sale Order; (ii) require the consent of the parties to such DIP Financing

Agreement as a condition to the consummation of the Contemplated Transactions or the entry of the Sale Order; (iii) impose any covenant, milestone, budget restriction, or other condition that would prevent, impede, or materially delay

Seller’s ability to perform its obligations under this Agreement or to consummate the Contemplated Transactions in accordance with the Milestones (defined below) set forth in Section 7.6(i); (iv) require the use

of proceeds of the DIP Financing Agreement for any purpose that would materially and adversely affect the Acquired Assets or the operation of the business of Seller to the extent related to the Acquired Assets; or (v) otherwise adversely affect

Buyer’s rights under this Agreement or the ability of the parties to consummate the Contemplated Transactions.

(ii) Seller agrees

to use commercially reasonable efforts to provide Buyer with two (2) Business Days’ notice of the DIP Financing Agreement, proposed Interim DIP Order (other than the proposed Interim DIP Order for the Northridge DIP Facility), proposed

Final DIP Order, and any material proposed changes, amendments, modifications, supplements, or replacements of any of the foregoing.

(iii) The parties acknowledge and agree that Seller’s entry into, and performance under, the Northridge DIP Term Sheet (i) is not

subject to Buyer’s prior written consent under Section 7.6(h)(i) and (ii) does not otherwise violate this Section 7.6(h); provided, that, to the extent the Interim DIP Order, Final DIP

Order, or Northridge DIP Facility (or any changes, amendments, modifications, supplements, waivers, or replacements of any of the foregoing) contain any terms, provisions, or conditions that are inconsistent with, or not addressed by, the Northridge

DIP Term Sheet, such orders and documents shall comply with Section 7.6(h)(i).

(i) Case Milestones.

Seller shall comply with or otherwise achieve the following milestones in connection with the Bankruptcy Case and the sale process (the “Milestones”):

(i) Seller shall file the voluntary petition for relief under chapter 11 of the Bankruptcy Code commencing the Bankruptcy Case no later than

one (1) day after the date of this Agreement;

(ii) Seller shall file the motion seeking entry of the Bidding Procedures Order and

the Sale Order with the Bankruptcy Court on the Petition Date, and such motions shall be in form and substance acceptable to Buyer;

(iii)

the Bankruptcy Court shall have entered the Interim DIP Order no later than three (3) Business Days after the Petition Date;

(iv) the Bankruptcy Court shall have entered the Bidding Procedures Order no later than

seven (7) days after the Petition Date;

(v) the Bankruptcy Court shall have entered the Final DIP Order no later than thirty

(30) days after the Petition Date;

(vi) the deadline for parties to submit binding bids to Seller shall have occurred no later than thirty-two (32) days after the Petition Date;

(vii) Seller shall have commenced the auction (if

any) no later than forty-two (42) days after the Petition Date;

(viii) the Bankruptcy Court

shall have entered the Sale Order no later than fifty-two (52) days after the Petition Date; and

(ix) the Closing shall have occurred no later than sixty-seven (67) days after the Petition Date.

ARTICLE VIII

NONSURVIVAL

Section 8.1 Nonsurvival of Representations and Warranties.

(a) The parties hereto, intending to modify any applicable statute of limitations, agree that the representations and warranties of the

parties set forth in this Agreement shall terminate at, and not survive, the Closing. The covenants contained herein which by their terms require performance (A) prior to the Closing shall expire at the Closing and (B) after the Closing

shall survive the Closing until due or performed. Notwithstanding the foregoing, nothing herein shall relieve any Person from any Liability for Fraud. THE ACQUIRED ASSETS ARE BEING SOLD “AS IS, WHERE IS” AND SELLER MAKES NO

REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACQUIRED ASSETS EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE III OF THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, BUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND

NEGATES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE CONDITION OF ANY OF THE ACQUIRED ASSETS (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO MODELS OR SAMPLES OF

MATERIALS, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT).

ARTICLE IX

TERMINATION

Section 9.1 Termination Events. This Agreement may be terminated at any time before the Closing as follows:

(a) Termination by Mutual Consent. This Agreement may be terminated by mutual written consent of Buyer and Seller.

(b) Termination by Buyer. This Agreement may be terminated by Buyer by written

notice to Seller at any time before the Closing:

(i) if the Closing shall not have occurred on or before September 30, 2026 (the

“Outside Date”); provided, that the right to terminate under this clause shall not be available to Buyer if Buyer’s breach of this Agreement has been the principal cause of the failure of the Closing to occur on or

before the Outside Date;

(ii) if the Bankruptcy Court enters an order approving a sale of any of the Acquired Assets to a Person other

than Buyer without the prior written consent of Buyer, or if any Alternative Transaction is proposed by Seller (whether or not consummated);

(iii) if any Governmental Authority has issued a final, non-appealable Governmental Order enjoining,

restraining, making illegal or otherwise permanently prohibiting the Contemplated Transactions; provided, that the right to terminate this Agreement under this clause shall not be available to Buyer if it is then in material breach of any

representation, warranty, covenant, or other agreement contained herein;

(iv) by written notice to Seller in the event of a breach by

Seller of any representations and warranties, covenant or agreement set forth in this Agreement, where the effect of such breach would be to cause the conditions to the obligation of Buyer to consummate the Closing not to be capable of being

satisfied, and such breach is not cured by Seller within five (5) Business Days following receipt of written notice from Buyer of the breach, which written notice shall state that, unless such breach is cured, Buyer intends to terminate this

Agreement (it being understood that such cure period shall not extend beyond the Outside Date);

(v) if the Bankruptcy Case is converted

to a case under chapter 7 of the Bankruptcy Code or is dismissed;

(vi) if Seller files a motion requesting, or the Bankruptcy Court

enters an order granting, a change in venue with respect to the Bankruptcy Case;

(vii) if Seller (A) files a motion requesting,

consents to, or fails to timely contest a pleading seeking, or the Bankruptcy Court enters, an Interim DIP Order, Final DIP Order, or other order approving any postpetition financing in violation of Section 7.6(h)(i) or

(B) enters into an amendment, modification, supplement, or replacement to any of the Interim DIP Order, Final DIP Order, DIP Financing Agreement or any other postpetition financing in violation of Section 7.6(h)(i);

(viii) if Seller files a motion requesting, consents to, or fails to timely contest a pleading seeking, or the Bankruptcy Court enters an

order for, the appointment of a chapter 11 trustee or examiner with expanded powers pursuant to Section 1104 of the Bankruptcy Code in the Bankruptcy Case;

(ix) if Seller withdraws or seeks authority to withdraw the Sale Motion; provided, however, that this subsection shall not apply

to any amendment of the Sale Motion by Seller with the prior written consent of Buyer;

(x) if the Bidding Procedures Order or Sale Order has been entered and thereafter is

stayed, reversed, vacated, modified or amended in any manner adverse to Buyer, and such stay, reversal, vacation, modification or amendment is not eliminated within fourteen (14) days;

(xi) if Seller fails to meet any Milestone set forth in Section 7.6(i);

(xii) if Buyer is not designated as the winning bidder (or successful bidder) at the conclusion of any auction conducted pursuant to the

Bidding Procedures with respect to all or any portion of the Acquired Assets;

(xiii) if the Bankruptcy Court enters any order that is

materially inconsistent with this Agreement, the Bidding Procedures Order, or the Sale Order, including any order that grants relief from the automatic stay to permit any party to foreclose on all or any portion of the Acquired Assets;

(xiv) if an event of default has occurred and is continuing under the DIP Financing Agreement, including any acceleration of obligations

thereunder or termination of commitments by the lenders thereunder;

(xv) if the Sale Order or the Bidding Procedures Order is entered and

contains any term, condition or provision that is not acceptable to Buyer; or

(xvi) if an Alternative Transaction is consummated.

(c) Termination by Seller. This Agreement may be terminated by Seller by written notice to Buyer at any time before the Closing:

(i) if the Closing shall not have occurred on or before the Outside Date; provided, that the right to terminate under this clause shall

not be available to Seller if Seller’s breach of this Agreement has been the principal cause of the failure of the Closing to occur on or before the Outside Date;

(ii) if any Governmental Authority has issued a final, non-appealable Governmental Order enjoining,

representation, warranty, covenant, or other agreement contained herein; or

(iii) by written notice to Buyer in the event of a breach by

Buyer of any representations and warranties, covenant or agreement set forth in this Agreement, where the effect of such breach would be to cause the conditions to the obligation of Seller to consummate the Closing not to be capable of being

satisfied, and such breach is not cured by Buyer within five (5) Business Days following receipt of written notice from Seller of the breach, which written notice shall state that, unless such breach is cured, Seller intends to terminate this

Agreement (it being understood that such cure period shall not extend beyond the Outside Date).

(d) Any termination under this Section 9.1 shall be effected by

the delivery of written notice by the terminating party to the other party.

Section 9.2 Effects of Termination.

(a) Upon termination of this Agreement pursuant to this Article IX, this Agreement and the rights and obligations of the parties under

this Agreement shall automatically end without any Liability against any party or its Affiliates; provided, however, that nothing in this Section 9.2 shall relieve any party from Liability for Fraud, willful misconduct or

intentional breach of any provisions of this Agreement prior to termination; and provided, further, that the provisions of this Section 9.2, Section 10.1 (Expenses),

Section 10.9 (Governing Law), Section 10.10 (Waiver of Jury Trial) and Section 10.11 (Submission to Jurisdiction) shall remain in force and survive any termination of this

Agreement.

(b) If Buyer or Seller terminates this Agreement pursuant to this Article IX each party shall comply, and shall cause

its Affiliates to comply, with the Confidentiality Agreement, including the provisions therein regarding the return or destruction of any documents furnished to the other parties in connection with this Agreement.

expended considerable time and expense in connection with this Agreement and the negotiation thereof, and the identification and quantification of assets to be included in the Acquired Assets, and to compensate Buyer as a stalking-horse bidder, upon

the occurrence of a Fee Event, Seller shall pay (or cause to be paid) to Buyer in cash (i) a break-up fee equal to $1,500,000 (the “Break-Up

Fee”), representing three percent (3%) of the Purchase Price and (ii) the aggregate amount of all reasonable and documented out-of-pocket costs, expenses

and fees incurred by Buyer and its Affiliates and owed to third parties in connection with evaluating, negotiating, documenting and performing the Contemplated Transactions, including fees, costs and expenses of any financial advisors, outside legal

counsel, accountants, experts and consultants retained by Buyer or its Affiliates (in an amount not to exceed $500,000 (representing one percent (1%) of the Purchase Price)) (together with the Break-Up Fee,

the “Bid Protections”). The Bid Protections shall be payable within two (2) Business Days of the occurrence of a Fee Event, unless the Fee Event is triggered by the consummation of an Alternative Transaction, in which case

the Bid Protections shall be payable contemporaneously with the closing of such Alternative Transaction. The obligation to pay the Bid Protections shall constitute an allowed administrative expense claim under Sections 503(b) and 507(a)(2) of the

Bankruptcy Code, with priority over any and all other administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code and over any and all administrative expenses or other claims arising under Sections 105, 326,

327, 328, 330, 331, 361, 362, 363, 364, 365, 503(b), 506(c), 507(a), 507(b), 726, 1113 or 1114 of the Bankruptcy Code or otherwise (a “Superpriority Claim”), subject to any carve-out for

professional fees set forth in any applicable debtor-in-possession or cash collateral order entered by the Bankruptcy Court. Seller acknowledges that (A) the Bid

Protections are an integral part of the Contemplated Transactions; (B) in the absence of Seller’s obligation to pay the Bid Protections, Buyer would not have entered into this Agreement; (C) the entry of Buyer into this Agreement is

beneficial to Seller because it will enhance Seller’s ability to maximize the value of its assets for the benefit of its creditors; and (D) the Bid Protections are reasonable in relation to Buyer’s efforts and lost opportunities

resulting from the Contemplated Transactions.

(d) Credit Bid. In the event the Bid Protections become payable, Buyer shall be

entitled to credit bid any amounts owing on account of the Bid Protections at any auction conducted pursuant to the Bidding Procedures Order or in any sale of the Acquired Assets or any other assets of Seller.

ARTICLE X

GENERAL

PROVISIONS

Section 10.1 Expenses.

Except as otherwise set forth in this Agreement, each party will bear its respective expenses incurred in connection with the preparation,

execution, and performance of the Transaction Agreements and the Contemplated Transactions, including all fees and expenses of agents, representatives, counsel, and accountants.

Section 10.2 Notices.

All notices, requests, claims, demands and other communications hereunder must be in writing and must be given (and will be deemed to have

been duly given): (a) when delivered, if delivered in person, (b) when delivered by email, which notice will not be effective unless either (i) a duplicate copy of such email notice is sent on the same day for next Business Day delivery,

fees prepaid, via a reputable nationwide overnight courier service or (ii) the receiving party delivers a written confirmation of receipt to the sender of such notice (excluding “out of office,” delivery failure or similar automated

replies), (c) three (3) Business Days after sending, if sent by registered or certified mail (postage prepaid, return receipt requested) and (d) one (1) Business Day after sending, if sent by overnight courier, in each case, to the

respective parties at the following addresses (or at such other address for a party as has been specified by like notice):

If to Seller

or Seller Subsidiaries:

Sangamo Therapeutics, Inc.

501 Canal Boulevard

Richmond,

California 94804

Attention: Legal

with a copy (which shall not constitute notice) to:

Cooley LLP

55 Hudson Yards

New York, New York 10001

Attention:

Cullen Speckhart

Lauren Reichardt

Lindsey

O’Crump Crow

Email:

cspeckhart@cooley.com

lreichardt@cooley.com

locrump@cooley.com

If to Buyer or Guarantor:

Eli Lilly and Company

Lilly

Corporate Center

Indianapolis, Indiana 46285

Attention: Head of Corporate Business Development

with a copy (which shall not constitute notice) to:

Eli Lilly and Company

Lilly

Corporate Center

Indianapolis, Indiana 46285

Attention: Senior Vice President / Deputy General Counsel, Transactions, LRL &

Manufacturing (TLM)

with an

additional copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Attention: Krishna Veeraraghavan; Chelsea Darnell; Jacob A. Adlerstein

Email: kveeraraghavan@paulweiss.com; cdarnell@paulweiss.com;

jadlerstein@paulweiss.com

Section 10.3 Waiver.

No waiver hereunder shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the waiver

is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Except as

otherwise provided herein, no action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations,

warranties, covenants or agreements contained in this Agreement. The parties’ rights and remedies are cumulative and not alternative. A party’s failure or delay in exercising any right, power, or privilege under this Agreement or the

documents referred to in this Agreement will not operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or

privilege or the exercise of any other right, power, or privilege.

Section 10.4 Confidentiality Obligations.

(a) From and after the Closing, Seller shall, and shall cause its and its Affiliates’ Service Providers, Representatives, advisors and

consultants to, keep confidential and not publish or otherwise disclose or use for any purpose, any confidential or proprietary information, including without limitation, data, information, compositions of matter and other chemical or biological

materials, inventions, ideas and other Know-How and technology, in each case, contained in the Acquired Technology or the Acquired Intellectual Property (the “Confidential Information”).

(b) Confidential Information shall not include information that: (i) was generally

available to the public or otherwise part of the public domain at the time of the Closing or (ii) becomes generally available to the public or otherwise part of the public domain after the Closing and other than through any act or omission of

Seller (or its or its Affiliates’ Service Providers, Representatives, advisors or consultants) or any Person to whom Seller has disclosed such Confidential Information, in each case, in breach of this Agreement.

by Seller (i) as required by applicable Law, provided that Seller notifies Buyer in writing of such requirement and anticipated disclosure as far in advance of such disclosure as is practicable; or (ii) to a legal, financial or tax

advisor who has a need to know such information for the purpose of providing advice or services to Seller, and who is bound by a fiduciary, contractual or other legal obligation not to disclose such information.

(d) In the event Seller (or its or its Affiliates’ Service Providers, Representatives, advisors or consultants) breaches the

confidentiality obligations set forth in this Section 10.4, Buyer shall be entitled to seek, in addition to any other right or remedy Buyer may have at Law or in equity, a temporary injunction, without the posting of any

bond or other security, enjoining or restraining Seller (or its or its Affiliates’ Service Providers, Representatives, advisors or consultants, as applicable) from any violation or threatened violation of this

Section 10.4.

Section 10.5 Entire Agreement and Amendments.

This Agreement (including the Schedules and Exhibits attached hereto) supersedes all prior agreements between the parties with respect to its

subject matter and constitutes (along with the other Transaction Agreements and the Confidentiality Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement

may not be amended except by a written agreement executed by the party to be charged with the amendment.

Section 10.6

Assignments, Successors, and No Third-Party Rights.

Neither party hereto may assign, delegate or otherwise transfer (whether by

operation of Law, by contract, or otherwise) this Agreement or any of its rights, interests or obligations under this Agreement without the prior written consent of the other party hereto; provided, however, that, notwithstanding the

foregoing, Buyer may, without obtaining the prior written consent of Seller, assign, delegate, or otherwise transfer its rights, interests and obligations hereunder (in whole or in part) (i) to one or more of its Affiliates; provided, that such

assignment shall not relieve Buyer of its obligations hereunder and (ii) to an unaffiliated Person in connection with the license, sale, disposal or transfer (either on an isolated basis or as part of a larger transaction) of the Acquired

Technology or the Acquired Intellectual Property to such unaffiliated Person. Except as specifically set forth in the preceding sentence, no assignment, delegation or transfer of a party’s rights, interests or obligations under this Agreement

permitted pursuant to this Section 10.6 shall relieve that assigning party of its obligations hereunder. This Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and

permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision

of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties and their successors and permitted assigns.

Section 10.7 Severability.

If any provision of this Agreement is held invalid, illegal or unenforceable by any court of competent jurisdiction under the applicable Law of

any jurisdiction, the other provisions of this Agreement will remain in full force and effect and such invalid, illegal or unenforceable provision shall not affect the validity or enforceability of any other provision of this Agreement. Any

provision of this Agreement held invalid, illegal or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid, illegal or unenforceable.

Section 10.8 Section Headings.

The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation of any

provision of this Agreement. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement.

Section 10.9 Governing Law.

The provisions of this Agreement, each other Transaction Agreement and any other document or instrument delivered pursuant hereto or thereto,

their negotiation, execution, performance or nonperformance, interpretation, termination, construction and all matters based upon, arising out of or in connection with any of the foregoing (whether arising in contract, equity, tort, law or

otherwise), including the construction and interpretation thereof and the legal relations between the parties hereto, shall be governed by the laws of the State of Delaware applicable to contracts executed and performed solely in such state without

regard to the location of physical assets or to conflicts of laws principles.

Section 10.10 Waiver of Jury Trial.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT

ISSUES, AND THEREFORE IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS. EACH PARTY

CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT

UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION

10.10. THIS WAIVER MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.10 AND EXECUTED BY EACH OF THE PARTIES HERETO.

Section 10.11 Submission to Jurisdiction.

Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the

Bankruptcy Court (or, if the Bankruptcy Case has been closed, to the exclusive jurisdiction of the United States District Court for the District of Delaware or, if such court lacks subject matter jurisdiction, to the courts of the State of

Delaware), and each of the parties hereby irrevocably and unconditionally agrees that all claims in respect of any dispute, controversy or claim arising out of or in relation to this Agreement, the Transaction Agreements and the Contemplated

Transactions may be heard and determined in the Bankruptcy Court (or such other courts as specified above). Each of the parties agrees not to commence any Legal Proceeding relating thereto except in the Bankruptcy Court (or such other courts as

specified above), other than Legal Proceedings in any court of competent jurisdiction to enforce any judgment, decree or award rendered by the Bankruptcy Court (or such other courts as specified above). Each of the parties further agrees that notice

as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of

motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement, the Transaction Agreements or the Contemplated Transactions, (a) any claim that it is not personally subject to the

jurisdiction of the courts as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment

prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the Legal Proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such Legal Proceeding is

improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Section 10.12

Specific Performance.

The parties agree that irreparable damage would occur in the event that any of the provisions of this

Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties agree that, in addition to any other remedies and subject to the provisions of this Section 10.12,

each party shall be entitled to enforce specifically the terms, and prevent breaches, of this Agreement by seeking an injunction, a decree of specific performance or other equitable relief without the necessity of proving the inadequacy of money

damages as a remedy. The parties agree not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by the other party, and to specifically

enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the applicable party under this Agreement. Each party hereby waives any requirement for

the securing or posting of any bond in connection with such remedy. Each party further agrees that the only permitted objection that it may raise in response to any action for equitable relief is that it contests the existence of a breach or

threatened breach of this Agreement.

Section 10.13 Releases.

(a) Effective as of the Closing, except for (i) the rights and obligations of Buyer under this Agreement, the other Transaction

Agreements and the Sale Order that by their terms survive the Closing and (ii) claims arising from Fraud, Seller, on behalf of itself, its Affiliates, and their respective predecessors, successors and assigns, and each of their respective

former, current and future directors, officers, employees, agents, representatives, members, managers, partners, equityholders, controlling persons and advisors (collectively, the “Seller Releasing Parties”), hereby

irrevocably and unconditionally releases, acquits and forever discharges Buyer, its Affiliates, and their respective predecessors, former, current and future directors, officers, employees, agents, representatives, members, managers, partners,

equityholders, controlling persons, advisors, successors and assigns (collectively, the “Buyer Released Parties”) from any and all claims, demands, debts, accounts, covenants, agreements, obligations, actions, causes of

action, suits, sums of money, damages, judgments, losses, costs, expenses and Liabilities of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or unaccrued, liquidated or unliquidated,

contingent or non-contingent, at law or in equity, which any Seller Releasing Party now has, has ever had, or may hereafter have against any Buyer Released Party arising out of or relating to events or

circumstances existing at any time up to and including the Closing in connection with or related to this Agreement, the other Transaction Agreements, the Acquired Assets, the Assumed Liabilities, the Retained Assets, the Retained Liabilities, or any

other Contract between any Seller Releasing Party and any Buyer Released Party. Seller acknowledges that it may hereafter discover facts in addition to or different from those that it now knows or believes to be true, and it is the intention of

Seller to fully and finally and forever settle and release all claims as provided herein, and Seller expressly assumes the risk of any such different or additional facts. Seller hereby waives, to the fullest extent permitted by applicable Law, the

provisions of any applicable Law that would otherwise restrict or limit the release granted herein.

(b) Effective as of the Closing,

except for (i) the rights and obligations of Seller under this Agreement, the other Transaction Agreements and the Sale Order that by their terms survive the Closing and (ii) claims arising from Fraud, Buyer, on behalf of itself, its

Affiliates, and their respective predecessors, successors and assigns, and each of their respective former, current and future directors, officers, employees, agents, representatives, members, managers, partners, equityholders, controlling persons

and advisors (collectively, the “Buyer Releasing Parties”), hereby irrevocably and unconditionally releases, acquits and forever discharges Seller, its Affiliates, and their respective predecessors, former, current and future

directors, officers, employees, agents, representatives, members, managers, partners, equityholders, controlling persons, advisors, successors and assigns (collectively, the “Seller Released Parties”) from any and all claims,

demands, debts, accounts, covenants, agreements, obligations, actions, causes of action, suits, sums of money, damages, judgments, losses, costs, expenses and Liabilities of every kind and nature whatsoever, whether known or unknown, foreseen or

unforeseen, matured or unmatured, accrued or unaccrued, liquidated or unliquidated, contingent or non-contingent, at law or in equity, which any Buyer Releasing Party now has, has ever had, or may hereafter

have against any Seller Released Party arising out of or relating to events or circumstances existing at any time up to and including the Closing in connection with or related to this Agreement, the other Transaction Agreements, the Acquired Assets,

the Assumed Liabilities, the Retained Assets, the Retained Liabilities, or any other Contract between any Buyer

Releasing Party and any Seller Released Party. Buyer acknowledges that it may hereafter discover facts in addition to or different from those that it now knows or believes to be true, and it is

the intention of Buyer to fully and finally and forever settle and release all claims as provided herein, and Buyer expressly assumes the risk of any such different or additional facts. Buyer hereby waives, to the fullest extent permitted by

applicable Law, the provisions of any applicable Law that would otherwise restrict or limit the release granted herein.

Section 10.14 Backup Bidder.

If Buyer is not the winning bidder (or successful bidder) at any auction, but Buyer is the next highest or otherwise best bidder, Buyer may, in

its sole discretion, elect to serve as a backup bidder (or “next highest or otherwise best bidder” or any similar designation) following any auction in accordance with the Bidding Procedures and Bidding Procedures Order.

Section 10.15 No Deposit.

Notwithstanding anything in this Agreement or the Bidding Procedures to the contrary, Buyer shall not be required to make any good faith

deposit or similar deposit in connection with this Agreement or the Contemplated Transactions.

Section 10.16 Disclosure

Schedule.

The Disclosure Schedule is arranged in sections corresponding to the sections contained in ARTICLE III and any

reference in ARTICLE III to items “set forth in Schedule” or “Schedule contains” or words of similar effect will be deemed to mean the section or subsection of the Disclosure Schedule corresponding to the section or

subsection of this Agreement where such reference appears. The disclosures in any section or subsection of the Disclosure Schedule will qualify other sections or subsections in ARTICLE III if it is readily apparent on its face that such

disclosure is applicable to such other sections and subsections (without reference to any document(s) disclosed therein or further inquiry that such disclosure would qualify other sections or subsections). No reference to or disclosure of any item

or other matter in the Disclosure Schedule shall be construed as an admission or indication that such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is

required to be referred to or disclosed in the Disclosure Schedule. The information set forth in the Disclosure Schedule is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission

by Seller to any third-party of any matter whatsoever, including any violation of Law or breach of any Contract. The Disclosure Schedule and the information and disclosures contained therein are intended only to qualify and limit the

representations, warranties and covenants of Seller contained in this Agreement. Nothing in the Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in this Agreement or create any covenant. Matters

reflected in the Disclosure Schedule are not necessarily limited to matters required by the Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other

matters of a similar nature.

Section 10.17 Remedies.

All remedies, either under this Agreement or by Law or otherwise afforded to the parties hereunder, shall be cumulative and not alternative,

and any Person having any rights under any provision of this Agreement will be entitled to enforce such rights specifically, to recover damages by reason of any breach of this Agreement and to exercise all other rights granted by Law, equity or

otherwise, subject to and in accordance with Section 10.9, Section 10.11 and Section 10.12.

Section 10.18 Reliance on Counsel and Other Advisors.

Each party has consulted such legal, financial, technical or other expert as it deems necessary or desirable before entering into this

Agreement. Each party represents and warrants that it has read, knows, understands and agrees with the terms and conditions of this Agreement.

Section 10.19 Legal Representation of the Parties.

This Agreement was negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise

requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation hereof or to any other Transaction Agreement.

Section 10.20 Counterparts and Delivery.

This Agreement may be executed in two (2) or more counterparts, each of which will be deemed to be an original copy of this Agreement and

all of which, when taken together, will be deemed to constitute one and the same agreement. Any signed counterpart of this Agreement may be delivered by facsimile or other form of electronic transmission (e.g.,.pdf), with the same legal force and

effect as delivery of an originally signed agreement.

Section 10.21 Guaranty.

(a) Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Seller (i) the due and punctual performance, when and as

due, of all obligations, covenants and agreements of Buyer (and any Affiliate to which this Agreement is assigned pursuant to Section 10.6) arising under or pursuant to this Agreement, (ii) the punctual payment of all

sums, if any, now or hereafter owed by Buyer (and such Affiliates) under and in accordance with the terms of this Agreement, and (iii) reasonable costs, expenses and fees (including the reasonable fees and expenses of Seller’s counsel) in

any way relating to the enforcement or protection of Seller’s rights hereunder (the matters set forth in clauses (i) through (iii), collectively, the “Guaranteed Obligations”).

(b) Nothing herein shall be construed as imposing greater obligations or Liabilities on Guarantor than for which Buyer itself (or its

Affiliates themselves) would be liable under this Agreement or obliging Guarantor to indemnify and hold harmless Seller against any losses, costs or expenses for which Buyer itself would not be liable under this Agreement, except as set forth in

this Section 10.21.

shall continue to be enforceable by Seller until (i) the payment in full by Buyer of any and all amounts required to be paid by Buyer pursuant to this Agreement or (ii) the earlier valid termination of this Agreement pursuant to

Section 9.1 and the satisfaction and payment in full of all Guaranteed Obligations, upon which this guarantee and the obligations of Guarantor pursuant to this Section 10.21 shall terminate

automatically and be of no further force or effect without the need for any further action by any Person, and Guarantor shall stand discharged of all of its obligations under this guarantee.

(d) The guarantee provided by Guarantor under this Section 10.21 is a guarantee of payment and performance and not

of collection, and the Guarantor’s liability hereunder shall be primary and not conditional or contingent on Seller exhausting or pursuing remedies against Buyer.

(e) Guarantor hereby expressly waives any and all suretyship defenses.

(f) Guarantor hereby represents and warrants to Seller as follows:

(i) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana.

(ii) Guarantor has all requisite corporate power and authority to enter into, deliver and perform its obligations under the Transaction

Agreements and to carry out the Contemplated Transactions. Guarantor has duly authorized the execution and delivery of the Transaction Agreements and the Contemplated Transactions. Each of the Transaction Agreements to which Guarantor is or will be

party constitutes a valid and binding obligation of Guarantor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’

rights and to general equity principles.

(iii) The execution, delivery and performance by Buyer of each of the Transaction Agreements and

the consummation of the Contemplated Transactions, and the compliance with or fulfillment of the terms, conditions or provisions hereof and thereof will not: (i) conflict with or result in the breach or violation of any provision of the

Governing Documents of Guarantor, (ii) conflict with or result in the breach or violation of (with or without notice or lapse of time or both) any Law applicable to Guarantor or by which its properties are bound or affected, (iii) result

in the creation of, or require the creation of, any Lien upon any of the assets of Guarantor or (iv) require on the part of Seller, Buyer or Guarantor any notice to or filing with, or any authorization, consent or approval of, any Governmental

Authority or any other Person except (A) in the cases of clauses (i), (ii) or (iii), to the extent such conflict, liability or Lien would not, individually or in the aggregate, adversely affect the ability of Guarantor to perform its

obligations under the Transaction Agreements and (B) in the cases of clause (iv), other than any notice or Consent for which the failure to make such notice or obtain such Consent would not reasonably be expected to adversely affect the ability

of Guarantor to perform its obligations under the Transaction Agreements.

(iv) The parties agree that Guarantor shall be entitled to, and Guarantor does not waive,

any defenses to the payment or performance of the Guaranteed Obligations that are available to Buyer under this Agreement.

(v) The

parties agree that the terms and provisions of ARTICLE X shall apply to this Section 10.21, mutatis mutandis. For the avoidance of doubt, Guarantor shall not be deemed to be a party to this Agreement for

purposes of any provision other than this Section 10.21.

Section 10.22 Seller Subsidiaries.

(a) Each Seller Subsidiary hereby acknowledges and agrees that it shall be directly bound by, and shall perform and comply with, each of the

obligations and covenants imposed on Affiliates of Seller under the following provisions of this Agreement as if such Seller Subsidiary were a direct party thereto: (i) Section 2.1 (Sale and Purchase of Assets), solely

with respect to the Acquired Assets held by such Seller Subsidiary, (ii) Section 2.3 (Consent of Third Parties; Further Conveyances and Assumptions), (iii) Section 5.1 (Conduct of Business),

(iv) Section 5.2 (Access to Information), (v) Section 5.4 (Further Assurances; Consents of Third Parties; Governmental Approvals), (vi) Section 5.5

(Regulatory Filings and Cooperation; Filing Fees), (vii) Section 7.1 (Omitted Assets; Wrong Pockets), (viii) Section 7.2 (Intellectual Property and Technology Matters), including the technology

transfer and further assurances provisions thereof, (ix) Section 7.3(b) (Publicity), (x) Section 7.5 (Tax Matters) with respect to cooperation obligations related to the Acquired Assets and

(xi) Section 10.4 (Confidentiality Obligations).

(b) The obligations of each Seller Subsidiary under this

Section 10.22 are direct obligations of such Seller Subsidiary and shall not be conditioned upon or subject to Seller’s continuing control over or affiliation with such Seller Subsidiary. Each Seller

Subsidiary’s obligations under this Section 10.22 shall survive any sale, transfer, liquidation or other disposition of such Seller Subsidiary and shall remain in full force and effect regardless of whether such

Seller Subsidiary remains an Affiliate of Seller.

(i) Such Seller Subsidiary is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

(ii) Such Seller Subsidiary has all requisite power and authority to enter into, deliver and perform its obligations under the Transaction

Agreements to which such Seller Subsidiary is or will be a party and to carry out the Contemplated Transactions. Such Seller Subsidiary has duly authorized the execution and delivery of the Transaction Agreements to which such Seller Subsidiary is

or will be a party and the Contemplated Transactions. Each of the Transaction Agreements to which such Seller Subsidiary is or will be party constitutes a valid and binding obligation of such Seller Subsidiary, enforceable against it in accordance

with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(iii) The parties agree that the terms and provisions of ARTICLE X shall apply to

this Section 10.22, mutatis mutandis.

(Signature pages follow)

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set

forth above.

SANGAMO THERAPEUTICS, INC.

By:

/s/ Alexander Macrae

Name: Dr. Alexander Macrae, M.B., Ch.B, Ph.D.

Title: Chief Executive Officer

SANGAMO THERAPEUTICS UK LTD., solely for the purposes of Section 10.22

By:

/s/ Alexander Macrae

Name: Dr. Alexander Macrae, M.B., Ch.B, Ph.D.

Title: Director

SANGAMO THERAPEUTICS FRANCE SAS, solely for the purposes of Section 10.22

By:

/s/ Alexander Macrae

Name: Dr. Alexander Macrae, M.B., Ch.B, Ph.D.

Title: President

CEREGENE, INC., solely for the purposes of Section 10.22

By:

/s/ Alexander Macrae

Name: Dr. Alexander Macrae, M.B., Ch.B, Ph.D.

Title: Chief Executive Officer

[Signature Page to Asset

Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set

forth above.

MEROPE ACQUISITION SUB, LLC

By:

/s/ Jonathan R. Haug

Name: Jonathan R. Haug

Title: President

ELI LILLY AND COMPANY, solely for the purposes of Section 10.21

By:

/s/ Barry Taylor

Name: Barry Taylor

Title: Director of Lilly Institute of Genetic Medicines

EX-2.2

Filename: d68888dex22.htm · Sequence: 3

EX-2.2

Exhibit 2.2

EXECUTION VERSION

ASSET

PURCHASE AGREEMENT

by and between

ASTELLAS GENE THERAPIES, INC.

and

SANGAMO

THERAPEUTICS, INC.

dated as of

June 22, 2026

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

Section 1.01

Definitions

Section 1.02

Other Definitional and Interpretative Provisions

ARTICLE II PURCHASE AND SALE

Section 2.01

Purchase and Sale of Assets

Section 2.02

Excluded Assets

Section 2.03

Assumed Liabilities

Section 2.04

Excluded Liabilities

Section 2.05

Assignment of Contracts; Cure Costs

Section 2.06

Assignment of Assets

Section 2.07

Further Conveyances and Assumptions

Section 2.08

Purchase Price

Section 2.09

Milestone Payment

Section 2.10

Certain Tax Matters

Section 2.11

Non-Exclusive License to Seller under certain Intellectual Property Assets

ARTICLE III CLOSING

Section 3.01

Closing

Section 3.02

Closing Deliverables

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER

Section 4.01

Organization and Qualification of Seller

Section 4.02

Authority of Seller

Section 4.03

No Conflicts; Consents

Section 4.04

Title to Purchased Assets

Section 4.05

Assets Necessary to Business

Section 4.06

Intellectual Property

Section 4.07

Assigned Contracts

Section 4.08

Reserved

Section 4.09

Inventory

Section 4.10

Compliance With Laws; Permits

Section 4.11

Litigation

Section 4.12

Privacy Matters

Section 4.13

Employee Benefit Plans; Labor Matters

Section 4.14

Taxes

Section 4.15

Key Suppliers

Section 4.16

Insurance

Section 4.17

Finders’ Fees

Section 4.18

Certain Information

Section 4.19

No Other Representations and Warranties

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER

Section 5.01

Organization of Buyer.

Section 5.02

Authority of Buyer.

Section 5.03

No Conflicts; Consents

Section 5.04

Finders’ Fees

Section 5.05

Available Funds

Section 5.06

Litigation

Section 5.07

Independent Investigation

Section 5.08

Non-Reliance; Purchased Assets

ARTICLE VI BANKRUPTCY COURT MATTERS

Section 6.01

Competing Transactions

Section 6.02

Bankruptcy Court Filings

ARTICLE VII COVENANTS

Section 7.01

Conduct of Business Prior to the Closing

Section 7.02

Access to Information

Section 7.03

Notice of Certain Events; Regulatory Submissions

Section 7.04

Employees and Employee Benefits

Section 7.05

Confidentiality

Section 7.06

Consents

Section 7.07

Books and Records

Section 7.08

Public Announcements

Section 7.09

Further Assurances

Section 7.10

Wrong Pockets

Section 7.11

No Successor Liability

Section 7.12

Transition Services Agreement

Section 7.13

Transfer Taxes

ARTICLE VIII CONDITIONS TO CLOSING

Section 8.01

Conditions to Obligations of All Parties

Section 8.02

Conditions to Obligations of Buyer.

Section 8.03

Conditions to Obligations of Seller

ARTICLE IX TERMINATION

Section 9.01

Termination

Section 9.02

Backup Bidder

Section 9.03

Effect of Termination

Section 9.04

Termination Fee

ARTICLE X MISCELLANEOUS

Section 10.01

Notices

Section 10.02

No Survival of Representations and Warranties

Section 10.03

Expenses

Section 10.04

Entire Agreement

Section 10.05

Headings

Section 10.06

Severability

Section 10.07

Binding Effect; Benefit; Assignment.

Section 10.08

No Third Party Beneficiaries

Section 10.09

Amendment and Waivers

Section 10.10

Governing Law; Jurisdiction; Waiver of Jury Trial

Section 10.11

Specific Performance

Section 10.12

Counterparts; Effectiveness

Section 10.13

No Recourse

Exhibit A

Bidding Procedures Order

Exhibit B

Bidding Procedures

Exhibit C

Sale Order

Exhibit D

Transition Services

iii

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”), dated as of June 22, 2026, is entered into by and between Sangamo Therapeutics, Inc., a

Delaware corporation (“Seller”), and Astellas Gene Therapies, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are each sometimes referred to herein as a “Party” and collectively as

the “Parties.”

RECITALS

WHEREAS, on June 23, 2026 (the “Petition Date”), Seller as debtor and debtor in possession (the

“Debtor”) expects to seek relief under Chapter 11 of Title 11 of the United States Code (as amended, the “Bankruptcy Code”) by filing a case (the “Chapter 11 Case”) in the United States

Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);

WHEREAS, Seller has been developing and

investigating in clinical trials a gene therapy product for the treatment of Fabry disease (the “Business”);

WHEREAS,

Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, substantially all the assets of the Business, subject to the terms and conditions set forth herein; and

WHEREAS, subject to the terms and conditions set forth in this Agreement and the entry of the Sale Order, the Parties desire to enter into

this Agreement, pursuant to which Seller shall sell, assign, transfer, and convey to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to the Purchased Assets, and Buyer shall assume all

of the Assumed Liabilities, and the Parties intend to effectuate the transactions contemplated by this Agreement, upon the terms and conditions hereinafter set forth in a sale authorized by the Bankruptcy Court pursuant to, inter alia,

Sections 105, 363 and 365 of the Bankruptcy Code, all on the terms and subject to the conditions set forth in this Agreement and subject to entry of the Sale Order.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. The following terms have the meanings specified or referred to in this ARTICLE I:

“Accelerated Milestone Event” means the first accelerated approval by the FDA of a US BLA for a Company Product for the

treatment of Fabry disease based on the STAAR Studies, provided that none of the following shall be considered an accelerated approval for purposes of determining whether the Accelerated Milestone Event has been achieved: (a) an approval

that is based on an additional pre-approval pivotal study beyond the STAAR Studies; (b) an accelerated approval under section 506(c) of the FD&C Act (21 U.S.C. § 356(c)) that requires a

post-approval study other than long-term follow-up of patients previously enrolled in the STAAR Studies; and (c) an accelerated approval restricted by a “Boxed Warning,” a “Risk Evaluation

and Mitigation Strategy,” or an indication restricted to second-line treatment only.

“Accelerated Milestone Payment” has the meaning set forth in

Section 2.09(a).

“Action” means any action, cause of action, claim, demand, litigation, suit, summons, subpoena,

inquiry, investigation, audit, hearing, originating application to a tribunal, arbitration or other legal proceeding of any nature, civil, criminal, regulatory, administrative or otherwise, whether in equity or at law, in contract, in tort or

otherwise, excluding the Chapter 11 Case.

“Affiliate” means, with respect to any Person, any other Person directly or

indirectly controlling, controlled by or under common control with such Person. For the purpose of this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control

with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of voting securities or partnership or other ownership interests, by

Contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Ancillary Documents” means the Bill(s) of Sale, the Assignment and Assumption Agreement(s), Intellectual Property

Assignment(s), the Transition Services Agreement and any other agreements, instruments and documents required to be delivered at the Closing.

“Apportioned Taxes” has the meaning set forth in Section 2.10(c).

“Assigned Contracts” has the meaning set forth in Section 2.01(c).

“Assignment and Assumption Agreement” has the meaning set forth in Section 3.02(a)(ii).

“Assignment and Assumption Notice” has the meaning set forth in Section 6.02(c).

“Assumed Liabilities” has the meaning set forth in Section 2.03.

“Auction” means the auction contemplated by the Bidding Procedures Order.

“Avoidance Action Claims” means, collectively, any and all avoidance, recovery, subordination, or other claims, actions,

rights, or remedies that may be brought by or on behalf of Seller or its estate or other authorized parties in interest under the Bankruptcy Code or applicable non-bankruptcy Law, including remedies, claims or

causes of action arising under or pursuant to chapter 5 of the Bankruptcy Code or any other similar provision of applicable Law.

“Backup Bidder” means the party whose bid is determined to be the next highest bid after the bid of the Successful Bidder

at the Auction.

“Backup Bidder Outside Date” has the meaning set forth in Section 9.02.

“Bankruptcy Code” has the meaning set forth in the recitals.

“Bankruptcy Court” has the meaning set forth in the recitals.

“Bankruptcy Period” has the meaning set forth in Section 10.10(b).

“Bidding Procedures” means the bidding procedures approved by the Bankruptcy Court pursuant to the Bidding Procedures

Order, in the form of Exhibit B attached hereto subject to (a) immaterial modifications or clarifications or (b) such other changes to which Buyer, in its sole discretion, consents in writing.

“Bidding Procedures Order” means an order of the Bankruptcy Court approving, among other things, the Bidding Procedures for

conducting a sale and auction of the Purchased Assets, and authorizing Seller’s performance of its obligations under this Agreement, in the form of Exhibit A attached hereto with (a) immaterial modifications or clarifications or

(b) such other changes to which Buyer, in its sole discretion, consents in writing.

“Bill of Sale” has the

meaning set forth in Section 3.02(a)(i).

“Books and Records” has the meaning set forth in Section 2.01(l).

“Business” has the meaning set forth in the recitals.

“Business Data” has the meaning set forth in Section 4.12(c).

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in Tokyo, Japan or

Wilmington, Delaware are authorized or required by applicable Law to close.

“Buyer” has the meaning set forth in the

preamble.

“Buyer’s Closing Certificate” has the meaning set forth in Section 8.03(c).

“Buyer Material Adverse Effect” means any Effect that, individually or in the aggregate, has had, or would reasonably be

expected to have, a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement on or before the End Date or to timely perform any of its obligations under this Agreement.

“Chapter 11 Case” has the meaning set forth in the recitals.

“Closing” has the meaning set forth in Section 3.01.

“Closing Consideration” has the meaning set forth in Section 2.08.

“Closing Date” has the meaning set forth in Section 3.01.

“COBRA” means, collectively, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any similar state

or local law.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Product” means isaralgagene civaparvovec, code named by Seller

as ST-920, a gene therapy product consisting of an engineered, liver-targeted adeno-associated viral vector (rAAV 2/6) encoding a copy of the human GLA gene, as described in U.S. IND #18733, and any other gene therapy candidate developed by

Seller consisting of an AAV vector encoding a version (human or otherwise) of the GLA gene.

“Competing

Transaction” has the meaning set forth in Section 6.01.

“Consulting Agreement” means consulting,

independent contractor or other non-employee service agreement between Seller or any of its Subsidiaries, on the one hand, and any Specified Individual, on the other hand.

“Contracts” means, with respect to any Person, any legally binding contract, subcontract, agreement, lease, sublease,

license, sublicense, commitment, sale or purchase order, indenture, note, bond, loan, mortgage, deed of trust, insurance policy, instrument, or other arrangement, commitment, undertaking or understanding, whether written or oral, to which such

Person is a party or by which such Person or such Person’s properties or assets are bound, and which is primarily related to the Business.

“Copyrights” means any writings and other works (including software, databases, literary, pictorial and graphic works),

whether copyrightable or not, published or unpublished, in any jurisdiction (domestic and foreign), and any and all copyright rights, whether registered or not, moral rights, database rights and similar rights therein, and registrations or

applications for registration of copyrights in any jurisdiction (domestic and foreign), and any renewals or extensions thereof.

“Cure Costs” means, with respect to any Assigned Contract, the Liabilities that must be paid or otherwise satisfied to cure

all monetary defaults under such Assigned Contracts to the extent required under Section 365(b) of the Bankruptcy Code in connection with the assignment and assumption of such Assigned Contract.

“Debtor” has the meaning set forth in the recitals.

“Designated Contract” has the meaning set forth in Section 2.05(i).

“DIP Order” means an order from the Bankruptcy Court approving, among other things, Seller’s entry into a debtor-in-possession financing facility on an interim or final basis.

“Disclosure Schedules” means the Disclosure Schedule delivered by Seller concurrently with the execution and delivery of

this Agreement.

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

“e-mail” has the meaning set forth in Section 10.01.

“Effect” means any event, state of facts, circumstance, change, occurrence, development, condition, result or effect.

“Employee” means any employee of Seller or any of its Subsidiaries whose

services for Seller and its Subsidiaries are primarily in connection with the Business.

“Employee Plan” means with

respect to current and former Employees, any (i) “employee benefit plan” as defined in Section 3(3) of ERISA, (ii) compensation, employment, consulting, independent contractor, severance, termination protection, change in

control, indemnification, loan, transaction bonus, retention or similar plan, agreement, arrangement, program or policy or (iii) other plan, agreement, arrangement, program or policy providing for compensation, bonuses, profit-sharing, equity

or equity-based compensation or other forms of incentive or deferred compensation, vacation or time-off benefits, insurance (including any self-insured arrangement), medical, dental, vision, hospitalization,

prescription or fringe benefits, life insurance, relocation or expatriate benefits, perquisites, disability or sick leave benefits, employee assistance program, supplemental unemployment benefits or post-employment or retirement benefits (including

compensation, pension, employee stock ownership, stock purchase, stock option, health, medical or insurance benefits, and any plan maintained under Section 401(k) of the Code), in each case (A) whether or not written, and (B) that is

sponsored, maintained, administered, contributed to, required to be contributed to or entered into by Seller or any of its ERISA Affiliates or for which Seller or any of its Subsidiaries has or would be reasonably expected to have any current or

future liability. The term “Employee Plan” includes any PEO Plan, programs, policies and arrangements sponsored or maintained by a PEO in which current or former employees, officers or directors of Seller or any of its ERISA Affiliates

are eligible to participate in connection with their service to Seller or any of its ERISA Affiliates.

“Employment

Agreement” means each management, employment, severance, retention, relocation, repatriation, expatriation, change in control or similar agreement or offer letter between Seller or any of its Subsidiaries, on the one hand, and any

Specified Individual, on the other hand.

“End Date” has the meaning set forth in Section 9.01(b)(ii).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any person which is (or at any relevant time was or will be) a member of a “controlled group

of corporations” with, under “common control” with, or a member of an “affiliated service group” with Seller as such terms are defined in Sections 414(b), (c), (m) or (o) of the Code.

“Essential Counterparties” has the meaning set forth in Section 2.05(i).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Assets” has the meaning set forth in Section 2.02.

“Excluded Business” means the business conducted by Seller and its Subsidiaries using the assets of Seller and its

Subsidiaries unrelated to the Business.

“Excluded Contracts” has the meaning set forth in Section 2.02(a).

“Excluded Liabilities” has the meaning set forth in Section 2.04.

“Expense Reimbursement” has the meaning set forth in

Section 9.04(a).

“FCPA” has the meaning set forth in Section 4.10(b).

“FDA” means the United States Food and Drug Administration.

“Final Order” means an order of the Bankruptcy Court (or any other court of competent jurisdiction) entered by the clerk of

the Bankruptcy Court (or such other court) on the docket in the Chapter 11 Case (or the docket of such other court), (a) as to which no appeal, notice of appeal, motion to amend or make additional findings of fact, motion to alter or amend judgment,

motion for rehearing or motion for new trial, request for stay, motion or petition for reconsideration, application or request for review, or other similar motion, application, notice or request (collectively, a “Challenge”) has

been timely filed, or, if a Challenge has been timely filed, it has been disposed of in a manner that upholds and affirms the subject order in all respects without the possibility for further Challenge thereon; (b) as to which the time for

instituting or filing a Challenge shall have expired; and (c) as to which no stay is in effect.

“Full Milestone

Event” means the first full approval by the FDA of a US BLA for a Company Product for the treatment of Fabry disease based on the STAAR Studies, either as part of the original BLA submission or if an accelerated approval under section

506(c) of the FD&C Act is converted into a full approval, provided that none of the following shall be considered a full approval for purposes of determining whether the Full Milestone Event has been achieved: (a) an approval that is

based on an additional pre-approval pivotal study beyond the STAAR Studies and (b) an approval restricted by a “Boxed Warning,” a “Risk Evaluation and Mitigation Strategy,” or an

indication restricted to second-line treatment only.

“Full Milestone Payment” has the meaning set forth in

Section 2.09(a).

“Fundamental Representations” means those representations and warranties of Seller set forth in

Section 4.01 (Organization and Qualification of Seller), Section 4.02 (Authority of Seller), Section 4.03(a) (No Conflicts with Organizational Documents), Section 4.06 (Intellectual Property) and

Section 4.17 (Finders’ Fees).

“GAAP” means generally accepted accounting principles in the United

States as in effect on the date of this Agreement.

“Good Clinical Practices” or “GCP” means the

then-current applicable requirements and standards for designing, conducting, recording, and reporting clinical trials (including all applicable requirements relating to protection of human subjects), including as set forth in (i) the FD&C

Act and applicable regulations promulgated thereunder (including, for example, 21 C.F.R. Parts 50, 54, 56, and 312), (ii) applicable guidelines from the International Council for Harmonisation of Technical Requirements for Pharmaceuticals for Human

Use, including ICH E6(R3) and ICH E3, (iii) Regulation (EU) No 536/2014, and (iv) comparable standards of good clinical practice (including all applicable requirements relating to protection of human subjects) as are required by Governmental

Authorities in any other country or jurisdiction.

“Good Laboratory Practices” or “GLP” means the

then-current standards for good laboratory practices for pharmaceuticals, including as set forth in (i) the FDA’s GLP regulations at 21 C.F.R. Part 58, (ii) Directive 2004/10/EC, (iii) the GLP principles of the Organisation for

Economic Co-Operation and Development (OECD), and (iv) such standards of good laboratory practice as are required by other organizations and Governmental Authorities in countries in which any nonclinical

study is conducted, to the extent such standards are not less stringent than the FDA’s GLP regulations.

“Good

Manufacturing Practices” or “GMP” means the then-current good practices and standards for the manufacture and testing of pharmaceutical products and their components, including as set forth in (i) the FD&C Act,

(ii) 21 C.F.R. Parts 210, 211, 600, and 610, and FDA guidance issued thereunder, and (iii) comparable applicable Law related to the manufacture and testing of pharmaceutical materials in jurisdictions outside the United States. “Good

Manufacturing Practices,” or “GMP” also means the quality guidelines promulgated by the ICH, including the ICH Q7A, titled “Q7A Good Manufacturing Practice Guidance for Active Pharmaceutical Ingredients” and the

policies promulgated thereunder.

“Governmental Authority” means any transnational, domestic or foreign federal, state,

provincial, local or other governmental, regulatory or administrative authority, department, court, mediator or other tribunal or arbitral body (public or private), agency, board, commission or official, including any political subdivision thereof,

or any other governmental or quasi-governmental (including self-regulatory) authority or instrumentality.

“Governmental

Order” means any order, writ, judgment, injunction, decree, stipulation, determination, award, verdict, or other decision issued, promulgated or entered by or with any Governmental Authority.

“Health Care Laws” means all Laws applicable to the research, nonclinical and clinical testing, development, manufacturing,

ownership, operation, storage, import, export, distribution, marketing, pricing, sale, promotion, document retention, warehousing, packaging, labeling, and handling of any compound or Company Product, including the Federal Food, Drug, and Cosmetic

Act (“FD&C Act”), the Public Health Service Act, and the implementing regulations, and any comparable state and foreign Laws, including the Laws, regulations, and guidance GCP, GLP and GMP, including guidance from the

International Council for Harmonisation of Technical Requirements for Pharmaceuticals for Human Use.

“Independent

Contractor” means any natural person who is an independent contractor, advisor, director, consultant or other service provider (other than an employee) who provides personal services to Seller or any of its Subsidiaries in connection with

the Business.

“Insurance Policies” has the meaning set forth in Section 4.16.

“Intellectual Property Agreements” means all agreements relating to Intellectual Property Rights owned by a Third Party and

licensed or sublicensed, whether exclusively or non-exclusively, to Seller or any of its Subsidiaries primarily relating to the Business, including consent to use agreements, settlements, coexistence

agreements, covenants not to sue, waivers, releases, grants of immunity, rights of reference, permissions and other Contracts, whether written or oral, relating to any such Intellectual Property Rights to which Seller is a party, beneficiary or

otherwise bound.

“Intellectual Property Assets” means all Intellectual Property Rights

that are owned by Seller and are primarily relating to the Company Product or primarily held for use in the conduct of the Business as currently conducted or proposed to be conducted, together with all (i) royalties, fees, income, payments, and

other proceeds now or hereafter due or payable to Seller with respect to such Intellectual Property Rights; and (ii) claims and causes of action with respect to such Intellectual Property Rights, whether accruing before, on, or after the date

hereof, including all rights to and claims for (including the right to recover and retain) damages, restitution, attorneys’ fees, and injunctive and other legal or equitable relief for past, present, or future infringement, misappropriation,

or other violation thereof; provided that Intellectual Property Assets shall not include any Intellectual Property Rights set forth in Section 2.02(d) of the Disclosure Schedules.

“Intellectual Property Assignment” has the meaning set forth in Section 3.02(a)(iii).

“Intellectual Property Registrations” means all Intellectual Property Assets that are subject to any issuance,

registration, recordation or application by or with any Governmental Authority or authorized private registrar in any jurisdiction, including issued Patents, registered Trademarks, domain names and Copyrights, and pending applications for any of the

foregoing.

“Intellectual Property Rights” means any and all (i) Trademarks, (ii) Patents, (iii) Trade

Secrets, information, knowledge, experience, skills, drawings, blueprints, utility models, technology, inventions, discoveries and improvements, (iv) Copyrights, (v) moral rights, data and database rights, design rights, industrial property

rights, publicity rights and privacy rights, (vi) all forms and types of computer software (including source code, object code, firmware, development tools, APIs, files, records and data and all documentation related to any of the foregoing),

(vii) any other intellectual property or proprietary rights and (viii) all rights under or relating to any of the foregoing granted under any Contract.

“Inventory” has the meaning set forth in Section 2.01(d).

“IRS” means the U.S. Internal Revenue Service.

“IND” means any Investigational New Drug application submitted to the FDA pursuant to 21 C.F.R. Part 312 or any similar

application or submission submitted to a Regulatory Authority outside the United States for the purpose of obtaining permission to conduct clinical trials, including a clinical trial application.

“IT Assets” means computers, mobile devices, computer software, firmware, middleware, servers, workstations, routers, hubs,

switches, storage devices, data communications lines and all other information technology, network, security and data assets, equipment, systems, cloud infrastructure, services, and all associated documentation and materials owned by Seller or any

of its Subsidiaries or licensed, subscribed to, operated, held for use, or leased by Seller or any of its Subsidiaries, in each case, that are primarily related to the Business.

“Key Suppliers” has the meaning set forth in Section 4.15(a).

“Knowledge of Seller”, “Seller’s Knowledge” or any other

similar knowledge qualification, means the actual knowledge of the individuals listed in Section 1.01(a) of the Disclosure Schedules, in each case after making reasonable inquiry, together with the knowledge such individuals would reasonably be

expected to have had if they had made such due inquiry.

“Law” means any federal, state, local or foreign law, treatise, decree,

statute, code, constitution, principle of common law, ordinance, rule, regulation, guidance, guideline, judgment, decree, injunction, ruling, order, procedure, decision or other requirement of any Governmental Authority, including GLP, GMP, GCP,

Health Care Laws and Privacy Laws.

“Liabilities” means liabilities, obligations, damages, costs, expenses or

commitments of any nature whatsoever, asserted or unasserted, direct or indirect, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise.

“Lien” shall have the meaning set forth in Section 101(37) of the Bankruptcy Code and shall include any pledge,

option, charge, lien, license, debentures, trust deeds, hypothecation, easement, security interest, right-of-way, encroachment, mortgage, deed of trust, defect of title,

restriction on transferability, restriction on use or other encumbrance, in each case whether imposed by agreement, law, equity or otherwise.

“Marketing Application” means an application for the approval, license, or authorization to market a pharmaceutical

compound or product in any country or group of countries, as defined in the Laws and filed with the Governmental Authority of a given country or group of countries, and all additions, amendments, supplements, extensions and modifications thereto,

including a US BLA.

“Milestone Events” means the Full Milestone Event and the Accelerated Milestone Event.

“Milestone Payments” means the Full Milestone Payment and the Accelerated Milestone Payment.

“Necessary Consent” has the meaning set forth in Section 2.06(b).

“Non-Recourse Parties” has the meaning set forth in Section 10.13(a).

“Parties” has the meaning set forth in the preamble.

“Party” has the meaning set forth in the preamble.

“Patent” means any national or multinational statutory invention registrations, patents and patent applications issued or

applied for in any jurisdiction, including all certificates of invention, provisionals, nonprovisionals, substitutions, divisionals, continuations,

continuations-in-part, reissues, renewals, extensions, supplementary protection certificates, reexaminations, patents of addition, utility models, inventors’

certificates, patent term adjustments, patent term extensions and the equivalents of any of the foregoing in any jurisdiction, and all inventions disclosed in each such registration, patent or patent application.

“PEO” means a professional employer organization, employer of record or similar Third Party.

“Permits” means each grant, license, franchise, permit, easement,

variance, exception, exemption, waiver, consent, certificate, certification, registration, accreditation, approval, authorization, concession, decree, confirmation, qualification, consent, variance, Governmental Order or other similar authorization

of any Governmental Authority.

“Permitted Liens” means (i) Liens for Taxes not yet due or delinquent or the

validity or amount of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP and which would not, individually or in the aggregate, have a material impact on

the Purchased Assets or the Business, (ii) materialmen’s, mechanics’, carriers’, workers’, warehousemen’s, repairers’ and similar Liens arising in the ordinary course of business, securing obligations as to

which there is no default and which are not yet due and payable, or the validity or amount of which is being contested in good faith by appropriate proceedings which have the effect of preventing the forfeiture or sale of the property subject

thereto and for which adequate reserves have been established in accordance with GAAP and which would not, individually or in the aggregate, have a material impact on the Purchased Assets or the Business, (iii) Liens to secure payment of

workers’ compensation, unemployment insurance, social security or other social security legislation (other than Liens imposed by ERISA), (iv) with respect to leased or licensed personal property, the terms and conditions of the lease, license,

sublease or other agreement applicable thereto (excluding any license of Intellectual Property Rights), (v) any non-exclusive licenses granted to service providers and vendors in the ordinary course of

business in connection with the Business, and (vi) solely prior to Closing, any Lien that will be removed or released by operation of the Sale Order or any other order of the Bankruptcy Court.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or

organization, including a government or political subdivision or a Governmental Authority.

“Personal Information”

means any information relating to an identified or identifiable individual or household, or that is otherwise regulated under applicable Law.

“Petition Date” has the meaning set forth in the recitals.

“Plan Sponsor Alternative” has the meaning ascribed to such term in the Bidding Procedures.

“Post-Closing Tax Period” has the meaning set forth in Section 2.10(c).

“Pre-Closing Tax Period” has the meaning set forth in Section 2.10(c).

“Previously Omitted Contract” has the meaning set forth in Section 2.05(e).

“Previously Omitted Contract Designation” has the meaning set forth in Section 2.05(e).

“Previously Omitted Contract Notice” has the meaning set forth in Section 2.05(e).

“Privacy Laws” has the meaning set forth in Section 4.12(a).

“Process” or “Processing” means any operation or set

of operations whether or not by automatic means, including collection, recording, organization, storage, retention, access, adaptation, alteration, retrieval, consultation, use, disclosure, dissemination, making available, alignment, combination,

blocking, deleting, erasure, or destruction.

“Product Data and Records” means all original or, if originals do not

exist, true, correct and complete copies of, data, files (including data files), reports, plans, operating records, protocols, work papers and other documents in any form (including in paper or electronically stored formats and including drafts

where final copies are not available) that, in each case, are owned or controlled by Seller or its Subsidiaries and are primarily related to a Company Product, including (a) all data, files (including data files), reports, plans, operating

records, protocols, work papers, and all other documents related to research, preclinical and clinical testing and studies (including in vivo and in vitro studies and indication development data) conducted by or on behalf of Seller or any of its

Subsidiaries primarily related to any Company Product (or earlier versions of any Company Product), including scientific, preclinical and clinical data, laboratory notebooks, procedures, tests, dosage information, criteria for patient selection,

safety and efficacy and study protocols; (b) all manufacturing data and records; (c) investigator’s brochures; and (d) all pharmacovigilance and other safety records, in each case, in all forms, including in paper or

electronically stored formats, in which they are stored or maintained, and all data and information included or referenced therein.

“Purchase Price” has the meaning set forth in Section 2.08.

“Purchased Assets” has the meaning set forth in Section 2.01.

“Reference Date” means January 1, 2020.

“Regulatory Authority” means any national (e.g., the FDA), supra national (e.g., the European Commission, the Council of

the European Union, or the EMA), regional, state or local regulatory agency, department, bureau, commission, council or other Governmental Authority involved in the granting of approval of Marketing Applications or pricing approvals (or other

pricing or reimbursement approvals) for pharmaceutical products.

“Regulatory Documentation” means, collectively:

(a) all (i) INDs or other filings needed to initiate clinical testing of any pharmaceutical product, (ii) Marketing Applications, establishment license applications and drug master files, (iii) applications for designation as an

“Orphan Licensed Product(s)” under the Orphan Drug Act, (iv) applications for “Fast Track” status, “Breakthrough Therapy” status or “Regenerative Medicine Advanced Therapy Designation” under

Section 506 of the FD&C Act (21 U.S.C. § 356) or (v) requests for a Special Protocol Assessment under Section 505(b)(5)(B) and (C) of the FD&C Act (21 U.S.C. § 355(b)(5)(B) and (C)) and all other similar filings

(including counterparts of any of the foregoing in any jurisdiction); (b) any applications for pricing approval (or other pricing or reimbursement approvals) and other applications, filings, dossiers or similar documents submitted to a Regulatory

Authority in any jurisdiction for the purpose of obtaining approval of a Marketing Application or a pricing approval (or other pricing or reimbursement approvals) from that Regulatory Authority, including any pediatric investigation plan submitted

to any Regulatory Authority; (c) any supplements and amendments to any of the foregoing; and (d) any correspondence with any

Regulatory Authority relating to any of the foregoing, including any pre-IND or INTERACT (or similar) meeting materials or minutes; in each case of the

foregoing (a) through (d), that are owned or controlled by Seller or its Subsidiaries, and (i) are referenced in any IND for any Company Product (e.g., right of reference to another IND or a drug master file), or (ii) are otherwise

primarily related to any Company Product.

“Released Party” has the meaning set forth in Section 10.13(b).

“Releasing Party” has the meaning set forth in Section 10.13(b).

“Representatives” means with respect to any Person, such Person’s officers, directors, employees, investment bankers,

attorneys, accountants, consultants, agents and other advisors or representatives.

“Sale Hearing” means the hearing

conducted by the Bankruptcy Court to approve the transactions contemplated by this Agreement and entry of the Sale Order.

“Sale

Motion” has the meaning set forth in Section 6.02(a).

“Sale Order” means an order entered by the

Bankruptcy Court in the form of Exhibit C attached hereto, subject to (a) immaterial modifications or clarifications or (b) such other changes to which Buyer, in its sole discretion, consents in writing.

“Sanctions” has the meaning set forth in Section 4.10(b).

“Security Incident” means any unauthorized access, acquisition, interruption, alteration or modification, loss, theft,

corruption or other unauthorized Processing of Personal Information or Business Data.

“Seller” has the meaning set

forth in the preamble.

“Seller’s Closing Certificate” has the meaning set forth in Section 8.02(i).

“Seller Material Adverse Effect” means any Effect that has had, or is reasonably likely to have, individually or in the

aggregate, a material adverse effect on: (i) the assets, Liabilities, business, operations, properties, financial condition or results of operations of the Business, taken as a whole; provided that, for purposes of the foregoing clause

(i), no such Effect to the extent resulting from, attributable to or arising out of any of the following occurring after the date hereof shall be taken into account in determining whether a Seller Material Adverse Effect has occurred or would

reasonably be expected to occur: (A) changes in general economic conditions in the United States, (B) changes in securities or financial market conditions in the United States, (C) changes in general conditions in the industry in

which Seller and its Subsidiaries operate, (D) acts of war, sabotage or terrorism (whether the commencement or escalation thereof) or pandemics or natural disasters involving the United States, (E) changes in general political or social

conditions in the United States, (F) changes in Laws affecting Seller or the Business (it being understood and agreed that this clause (F) shall not apply with respect to any representation or warranty the purpose of which is to address

compliance with applicable Laws), (G) changes in GAAP affecting Seller (it being understood and agreed that this clause (G) shall not apply with respect to any

representation or warranty the purpose of which is to address compliance with GAAP), (H) the failure to meet any internal or published budgets, projections, forecasts or predictions of financial

performance for any period, in and of itself (it being understood and agreed that this clause (H) shall not apply with respect to any Effects giving rise or contributing to such change that are not otherwise excluded from this definition of

“Seller Material Adverse Effect” or with respect to the underlying cause of such failure, unless such cause would otherwise be excepted by clauses (A) through (G) or clauses (I) through (M) of this definition), (I) the

announcement of this Agreement or the transactions contemplated hereby in accordance with the terms hereof (it being understood and agreed that this clause (I) shall not apply with respect to any representation or warranty the purpose of which

is to address the consequences of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or the performance of obligations hereunder), (J) the commencement of the Chapter 11 Case, (K) the sale

process of the Business to the extent in accordance with the terms of the Bidding Procedures Order, (L) any objections in the Bankruptcy Court to (x) this Agreement or any of the transactions contemplated hereby, (y) the Bidding

Procedures Order, or (z) the assumption or rejection of any Assigned Contract otherwise in compliance with this Agreement; or (M) any order of the Bankruptcy Court entered in compliance with this Agreement, except in the cases of clauses

(A) through (G), to the extent such Effect has a disproportionate effect on the Business, taken as a whole, relative to other participants in the industry in which Seller and its Subsidiaries operate the Business; or (ii) Seller’s

ability to perform its obligations or consummate the transactions contemplated by this Agreement in accordance with the terms and subject to the conditions hereof and on or before the End Date.

“Specified Individual” has the meaning set forth in Section 7.04(a).

“STAAR Studies” means the clinical studies: (a) titled “A Phase I/II, Multicenter, Open-Label, Single-Dose,

Dose-Ranging Study to Assess the Safety and Tolerability of ST-920, an AAV2/6 Human Alpha Galactosidase A Gene Therapy, in Subjects With Fabry Disease (STAAR) ),” coded as

ST-920-201 with ClinicalTrials.gov ID NCT04046224; and (b) titled “Long-Term Follow-up of Fabry Disease Subjects Who

Were Treated With ST-920, an AAV2/6 Human Alpha Galactosidase A Gene Therapy,” coded as ST-920-LT01, with

ClinicalTrials.gov ID NCT05039866, in each case of (a) and (b), without further patient enrollment or amendment to the protocol as it exists as of the date hereof.

“Subsidiary” means, with respect to any Person, any other Person of which such Person or any of its Subsidiaries

(i) is a general partner or holds a majority of the voting interests of a partnership or (ii) holds securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other corporate

bodies performing similar functions (or, if there are no such ownership interests having ordinary voting power, 50% or more of the equity interests) which are at any time, directly or indirectly, owned or controlled by such Person.

“Successful Bidder” has the meaning set forth in the Bidding Procedures.

“Successor” has the meaning set forth in Section 9.04(b).

“Tax” means any federal, state, local, foreign or supranational income,

gains, alternative or add-on minimum tax, base erosion and anti-abuse, minimum, diverted profits, gross income, withholding, estimated, gross receipts, sales, use, ad valorem, value added, goods and

services, transfer, franchise, fringe benefit, capital stock, profits, license, registration, payroll, social security (or equivalent) or any other applicable social contribution, employment, unemployment, workers’ compensation, disability,

excise, severance, stamp, occupation, premium, property (real, tangible or intangible), commercial rent, financial transaction, stamp, stamp duty, environmental, windfall profit, unclaimed property and other tax of any kind, any customs duties,

escheat obligations and any other fees, contributions, governmental charges, levies, excises, duties or assessments of any kind whatsoever in the nature of a tax, together with any interest, penalty, inflation linkage or addition thereto imposed by

applicable Law.

“Tax Law” means all applicable Laws relating to or regulating the assessment, determination,

reporting, collection or imposition of Taxes.

“Tax Return” means any report, return, declaration, statement,

information return, claim for refund, declaration of estimated payments, voucher or other document, together with any schedule and attachment thereto and any amendment thereof, filed or required to be filed with any Taxing Authority in connection

with Taxes, including the determination, assessment, reporting, withholding, collection or payment of any Taxes.

“Taxing

Authority” means any Governmental Authority having jurisdiction over or responsibility for the assessment, determination, collection or administration of Taxes or Tax Law.

“Termination Fee” has the meaning set forth in Section 9.04(a).

“Third Party” means any Person, including as defined in Section 13(d) of the Exchange Act, other than Buyer or any of

its Affiliates.

“Trade Secrets” means trade secrets, proprietary information, and all other confidential know-how and confidential information and rights in any jurisdiction (domestic and foreign), including confidential recipes, ideas, formulae, formulations, compositions, specifications, techniques, assays,

specifications, data, results, methods, processes, protocols, schematics, prototypes, models, designs, customer lists and supplier lists.

“Trademarks” means trademarks, service marks, trade names, service names, business marks, brand names, certification marks,

trade dress, logos, slogans, social media identifiers and handles, corporate names, trade styles, domain names and other indications of origin, whether registered or unregistered, together with all common law rights, statutory rights and other

rights arising under the Laws of any jurisdiction, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications (including

intent-to-use applications) in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application.

“Transfer Taxes” has the meaning set forth in Section 2.10(b).

“Transition Services Agreement” means the transition services agreement in respect of the services (including the term and

rates) described in Exhibit D, in form and substance reasonably acceptable to Buyer.

“US BLA” means a biologics license application as defined in section 351

of the Public Health Service Act (PHSA) (41 USC § 262) and 21 C.F.R. Part 601.

“WARN Act” means the federal

Worker Adjustment and Retraining Notification Act of 1988, and similar state, local and foreign laws related to advance notice or consent requirements in advance of plant closings, mass layoffs and employment losses.

Section 1.02 Other Definitional and Interpretative Provisions. The words “hereof,” “herein” and

“hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be

ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified. All Exhibits, Annexes

and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Annex or Schedule but not otherwise defined therein shall have

the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are

used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable

terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. “Extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such

phrase does not mean simply “if.” References to any applicable Law shall be deemed to refer to such applicable Law as amended from time to time and to any rules, regulations or interpretations promulgated thereunder. References to any

Contract are to that Contract as amended, modified, supplemented, extended or renewed from time to time in accordance with the terms hereof and thereof; provided that with respect to any Contract listed on the Disclosure Schedules, all such

amendments, modifications, supplements, extensions and renewals must also be listed in the appropriate Section thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean,

unless otherwise specified, from and including or through and including, respectively. The terms “ordinary course” or “ordinary course of business” or words of similar import when used in this Agreement mean “ordinary

course of business consistent with past practice”. The word “or” is used in the inclusive sense of “and/or.” References to “law,” “laws” or to a particular statute or law shall be deemed also to

include any applicable Law. References to “foreign” or words of similar import shall be deemed to refer to any jurisdictions outside the United States. Unless otherwise specifically indicated, all references to “dollars” and

“$” will be deemed references to the lawful currency of the United States of America. Unless otherwise specified, the words “made available to Buyer” or “provided to Buyer” mean the documents that were, as of at

least two Business Days prior to the date hereof, (a) posted to the data room maintained by Seller or its Representatives in connection with the transactions contemplated by this Agreement (provided that Buyer or its Representatives had

access to such documents in such data room and such documents were not removed from such data room prior to the date hereof), (b) otherwise provided to Buyer or its Representatives in response to a diligence request from Buyer or its Representatives

or (c) included as an exhibit to Seller’s documents that were filed by Seller with the U.S. Securities and Exchange Commission on or after January 1, 2024.

ARTICLE II

PURCHASE AND SALE

Section 2.01 Purchase and Sale of Assets. Subject to the entry of the Sale Order and upon terms and conditions set forth herein and the

Sale Order, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, or cause to be sold, assigned, transferred, conveyed and delivered to Buyer, and Buyer shall purchase from Seller or its applicable Subsidiary, free and

clear of any Liens other than Permitted Liens, all of Seller’s and its Subsidiaries’ right, title and interest in, to and under all of the following assets, properties and rights of every kind and nature, whether real, personal or mixed,

tangible or intangible, wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which primarily relate to, or are primarily used or primarily held for use in connection with, the Business (collectively, the

“Purchased Assets”):

(a) the Company Products;

(b) all Intellectual Property Assets;

Intellectual Property Agreements), and in connection with which an order has been entered by the Bankruptcy Court (which may be the Sale Order), authorizing the assumption and assignment of such Contracts by Buyer (the “Assigned

Contracts”);

(d) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and

other inventories primarily related to the Business or any Purchased Asset, including all inventory of the Company Products (“Inventory”);

(e) all laboratory equipment, devices, machinery and tools primarily related to, primarily used in or primarily held for use by

the Business or any Purchased Asset;

(f) all Permits related to the Business which are held by Seller or any of its

Subsidiaries and all of Seller’s and its Subsidiaries’ pending applications for Permits related to the Business and the STAAR Studies, including all Permits and other applications for Permits related to the Business as currently

conducted or to the ownership and use of the other Purchased Assets;

(g) the IT Assets;

(h) all rights to any Actions of any nature available to or being pursued by Seller or any of its Subsidiaries to the extent

related to the Business, any Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise, including Avoidance Action Claims, all other claims, counterclaims, defenses, credits, rebates (including any vendor or

supplier rebates), demands, allowances, refunds, rights of set off, rights under or with respect to express or implied guarantees, warranties, representations, covenants, indemnities, exculpation, advancement, reimbursement of expenses or contract

renewal rights and other similar rights, in each case, whether direct or derivative, known or unknown, liquidated or unliquidated, contingent or otherwise, relating to or arising against counterparties to any Assigned Contract or related to the

Business, other than the rights to Actions specifically set forth on Section 2.02(d) of the Disclosure Schedules;

(i) all prepaid expenses, credits, advance payments, claims, security,

refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees to the extent related to the Business or any Purchased Asset including any such item relating to the

payment of Taxes;

(j) all of Seller’s and its Subsidiaries’ rights under warranties, indemnities and all

similar rights against Third Parties to the extent related to any Purchased Asset;

(k) all insurance benefits, including

rights and proceeds, to the extent arising from or relating to the Business or any of the Purchased Assets or the Assumed Liabilities; provided, however, any insurance policies for D&O or other fiduciary coverage shall be Excluded Assets;

(l) originals, or where not available, copies, of all books and records, to the extent related to the Company Products or

Business, including (i) books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, personnel files (except for such files the disclosure of which would violate applicable Law), lists of

prospective customers, vendors and suppliers, purchase orders and invoices, production data, quality control records and procedures, patient complaints and inquiry files, research and development files, product development and stability records;

(ii) Product Data and Records; (iii) the Regulatory Documentation; (iv) strategic plans, internal financial statements, marketing and promotional surveys, material and research and files, (v) all files relating to the filing,

prosecution, issuance, maintenance, enforcement or defense of any Intellectual Property Assets (including attorney-client privileged materials); (vi) records, files (including data files) and documents evidencing any Intellectual Property Assets;

and (vii) documentation covering, containing, describing, memorializing or otherwise pertaining to or used for any exploitation activity in connection with any Company Product, in all forms, including in paper or electronically stored formats,

in which they are stored or maintained, and all data and information included or referenced therein (“Books and Records”); and

(m) all goodwill associated with the Business or any Purchased Asset, including the Intellectual Property Assets.

Section 2.02 Excluded Assets. Notwithstanding any provision of this Agreement to the contrary, Buyer shall acquire no right, title, or

interest in, to or under the following assets, properties, rights, interests, or claims in any assets, properties, rights, interests or claims of any kind or description of Seller or any of its Subsidiaries that are not Purchased Assets

(collectively, the “Excluded Assets”), including:

(a) assets, properties, rights, interests or claims

of any kind or description of Seller or any of its Subsidiaries that are primarily related to the Excluded Business;

(b)

Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the “Excluded Contracts”);

books, Tax Returns, books of account or other records having to do with the corporate organization of Seller or any of its Subsidiaries;

(d) the assets, properties and rights specifically set forth on Section 2.02(d) of the Disclosure Schedules;

(e) all equity and other ownership interests in Seller and any of its Subsidiaries;

(f) all Tax assets of Seller and its Subsidiaries, including any net operating loss carryforwards, Tax credits, Tax refunds,

and similar attributes (and any foreign equivalents thereof); and

(g) the rights which accrue or will accrue to Seller or

any of its Subsidiaries under this Agreement and the Ancillary Documents.

Section 2.03 Assumed Liabilities. Subject to the entry of

the Sale Order and upon the terms and conditions set forth herein and the Sale Order, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller or its applicable Subsidiary (collectively, the

“Assumed Liabilities”), and no other Liabilities:

(a) all Liabilities from the ownership or operation

of the Purchased Assets by Buyer solely to the extent such Liabilities arise after the Closing and relate solely to such post-Closing operations by Buyer (which shall exclude, for the avoidance of doubt, Cure Costs);

(b) all Liabilities in respect of the Assigned Contracts but solely to the extent that such Liabilities thereunder arise after

the Closing and relate solely to such post-Closing operations by Buyer (which shall exclude, for the avoidance of doubt, Cure Costs), and do not relate to any breach, default or violation by Seller or any of its Subsidiaries on or prior to the

Closing; and

relating to the Business or the Purchased Assets for all Post-Closing Tax Periods.

Section 2.04 Excluded Liabilities.

Notwithstanding anything to the contrary set forth herein, Seller expressly acknowledges and agrees that Buyer will not assume, be obligated to pay, perform or otherwise discharge or in any other manner be liable or responsible for any Liabilities

of Seller or any of its Subsidiaries, whether existing on the Closing Date or arising thereafter, including on the basis of any Law imposing successor liability, other than the Assumed Liabilities and the obligations of Buyer under this Agreement

(all such Liabilities that Buyer are not assuming being referred to collectively as the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following:

(a) any Liabilities to the extent relating to or arising out of the Excluded Assets;

(b) any Liabilities under the Excluded Contracts or any other Contracts,

including Intellectual Property Agreements, (i) which are not validly and effectively assigned to Buyer pursuant to this Agreement; or (ii) to the extent such Liabilities arise out of or relate to a breach by Seller or any of its

Subsidiaries of such Contracts prior to Closing;

Contracts that arose or were required to be performed prior to the Closing Date, including Cure Costs;

(d) any Liabilities

of Seller or any of its ERISA Affiliates with respect to any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller or any of its ERISA Affiliates, including any Liabilities associated with any

claims for wages or other compensation, benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments;

(e) any Liabilities with respect to any Employee Plan, including with respect to any obligations to provide continued coverage

under COBRA in connection with prior participation in any Employee Plan;

(f) any Liabilities to indemnify, reimburse or

advance amounts to any present or former officer, director, employee, independent contractor, consultant, or agent of Seller or any of its Subsidiaries (including with respect to any breach of fiduciary obligations by same);

(g) any Liabilities associated with debt, loans or credit facilities of Seller or any of its Subsidiaries, the Business or the

Purchased Assets owing to financial institutions;

(h) any accounts payable of Seller or any of its Subsidiaries

(i) which constitute intercompany payables owing to Affiliates of Seller or any of its Subsidiaries or any third parties other than those arising under the Assigned Contracts; (ii) which constitute debt, loans or credit facilities to

financial institutions; or (iii) which did not arise in the ordinary course of business;

(i) any Liability for

(i) Taxes of Seller or any of its Subsidiaries (or any stockholder or Affiliate of Seller), including any Taxes that arise out of the consummation of the transactions contemplated hereby imposed by applicable Tax Law on Seller or any of its

Subsidiaries, (ii) Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (iii) 50% of any Transfer Taxes; and (iv) other Taxes of Seller or

any of its Subsidiaries (or any stockholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller or any of its Subsidiaries (or any stockholder or Affiliate of Seller) that become Liabilities of Buyer under

any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law);

(j) any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the

operation of the Business or the Purchased Assets to the extent such Action relates to Seller or its Subsidiaries’ operation of the Business prior to the Closing Date;

(k) any Liabilities arising out of, in respect of or in connection with the

failure by Seller or any of its Affiliates to comply with any Law or Governmental Order; and

(l) any obligations or

Liabilities arising out of, in respect of or in connection with any DIP Order.

Section 2.05 Assignment of Contracts; Cure Costs

(a) Section 2.01(c) of the Disclosure Schedules sets forth a list of all Contracts to which Seller or a Subsidiary thereof is a

party and which are to be included in the Assigned Contracts. Seller shall make such deletions to Section 2.01(c) of the Disclosure Schedules as Buyer shall, in its sole discretion, request in writing at any time up to the date that is two

Business Days prior to the Closing Date. Any such deleted Contract shall be deemed to no longer be an Assigned Contract. Seller shall add any Contracts to Section 2.01(c) of the Disclosure Schedules as Buyer shall, in its sole discretion,

request in writing at any time up to the date that is two Business Days prior to the effective date of any Chapter 11 plan; provided that the counterparty to such Contract is provided notice and an opportunity to object to such assumption and

assignment in accordance with the Bidding Procedures Order or any other relevant order of the Bankruptcy Court.

(b)

Subject to Section 2.05(a) and Section 2.05(e), any Contract of Seller or any of its Subsidiaries that is not listed on Section 2.01(c) of the Disclosure Schedules shall not be considered an Assigned Contract and shall be deemed an

Excluded Contract. Buyer and Seller acknowledge and agree that there shall be no reduction or increase in the Purchase Price if Buyer elects to add or delete any Contracts from Section 2.01(c) of the Disclosure Schedules.

(c) Seller shall provide timely and proper written notice of a proposed Sale Order to all parties to any executory Contracts to

which Seller or any of its Subsidiaries is a party that are related to the Business and take all actions required to assume and assign the Assigned Contracts to Buyer, including using commercially reasonable efforts to facilitate any negotiations

with the counterparties to such Contracts and to obtain a finding under the Sale Order that the proposed assumption and assignment of the Assigned Contracts to Buyer satisfy all applicable requirements of Section 365 of the Bankruptcy Code.

(d) At the Closing, (i) Seller shall, pursuant to the Sale Order and the Assignment and Assumption Agreement(s), as

applicable, assign (or cause to be assigned) to Buyer (the consideration for which is included in the Purchase Price) each of the Assigned Contracts that is capable of being assigned under applicable Law and (ii) Buyer shall assume and

discharge the Assumed Liabilities (if any) under the Assigned Contracts, pursuant to the Assignment and Assumption Agreement(s).

(e) If prior to or following Closing, it is discovered that a Contract

should have been listed in Section 4.07 of the Disclosure Schedules but was not so listed (any such Contract, a “Previously Omitted Contract”), Seller shall, promptly (but in no event later than two Business Days following

the discovery thereof) notify Buyer in writing of such Previously Omitted Contract. Buyer shall deliver written notice to Seller promptly thereafter, designating such Previously Omitted Contract as “Assigned” or “Excluded” (a

“Previously Omitted Contract Designation”). A Previously Omitted Contract designated as “Excluded,” or with respect to which Buyer fails to deliver a Previously Omitted Contract Designation, shall be an Excluded

Contract. If Buyer designates a Previously Omitted Contract as “Assigned”, Section 2.01(c) of the Disclosure Schedules shall be amended to include such Previously Omitted Contract and Seller shall serve a notice (the

“Previously Omitted Contract Notice”) on the counterparties to such Previously Omitted Contract notifying such counterparties of Seller’s intention to assign and Buyer’s intention to assume such Previously Omitted

Contract in accordance with this Agreement. The Previously Omitted Contract Notice shall provide the counterparties to such Previously Omitted Contract with ten Business Days to object, in writing to Seller and Buyer, to the assumption of their

Contract. If the counterparties, Seller and Buyer are unable to reach a consensual resolution with respect to the objection, Seller will seek an expedited hearing before the Bankruptcy Court to approve the assumption. If no objection is timely

served on Seller and Buyer, Seller shall obtain an order of the Bankruptcy Court approving the assumption of the Previously Omitted Contract. Seller and Buyer shall execute, acknowledge and deliver such other instruments and take commercially

reasonable efforts as are reasonably practicable for Buyer to assume the rights and obligations under such Previously Omitted Contract.

(f) Seller shall give written notice to Buyer prior to the submission by Seller of any motion in the Chapter 11 Case to reject

any Contract used or held for use in the Business and provide Buyer with an opportunity to designate such Contract as either an Assigned Contract or Excluded Contract; provided that in no event will Seller reject or seek to reject any

Contract used or held for use in the Business prior to the date that is five Business Days prior to the anticipated Closing Date unless prior written approval has been obtained from Buyer.

(g) Seller shall be responsible for payment of all Cure Costs, if any, necessary to cure all defaults under the Assigned

Contracts in connection with the assumption and assignment thereof to Buyer pursuant to Section 365 of the Bankruptcy Code.

(h) In the event of any objection by a counterparty to an Assigned Contract to (i) the Cure Costs asserted by Seller,

(ii) the adequate assurance of future performance to be provided by Buyer, or (iii) any other aspect of the proposed assumption and assignment of such Assigned Contract (each, a “Cure/Assumption Objection”), Seller shall

use reasonable best efforts to resolve any such Cure/Assumption Objection (with the prior written consent of Buyer, not to be unreasonably withheld); provided that Buyer shall reasonably cooperate with Seller in connection with any objection

relating to adequate assurance of future performance. In no event shall Seller settle any Cure/Assumption Objection without the express prior written consent of Buyer. Seller shall litigate before the Bankruptcy Court any Cure/Assumption Objection

that cannot be settled with the prior written consent of Buyer and shall request that the Bankruptcy Court hear and determine such objection on an expedited basis.

(i) Except with respect to any Assigned Contracts to which any party set

forth on Schedule 2.05(i) or an Affiliate thereof (such Persons set forth on Schedule 2.05(i) and its Affiliates, the “Essential Counterparties”) is party, if any Cure/Assumption Objection with respect to an Assigned Contract has

not been resolved prior to the Closing (whether by order of the Bankruptcy Court or by agreement with the applicable counterparty), (i) Buyer may, in its sole discretion, by written notice to Seller, elect to remove such Assigned Contract from

Schedule 2.01(c) of the Disclosure Schedules, in which case such Contract shall be an Excluded Contract for all purposes of this Agreement and no Liabilities arising thereunder shall be assumed or borne by Buyer, or (ii) Buyer may elect to

resolution of such objection (whether by order of the Bankruptcy Court or by agreement with the applicable counterparty) whether to treat such Designated Contract as an Assigned Contract or an Excluded Contract. Upon resolution of any

Cure/Assumption Objection following the Closing, Seller shall promptly assume and assign such Contract to Buyer in accordance with Section 365 of the Bankruptcy Code.

Section 2.06 Assignment of Assets

(a) Except as otherwise provided in Section 2.05, notwithstanding anything in this Agreement to the contrary, at any time

prior to the date that is five Business Days prior to the anticipated Closing Date, Buyer may, in its sole discretion by written notice to Seller, designate any of the Purchased Assets as additional Excluded Assets, which notice shall set forth in

reasonable detail the Purchased Assets so designated. Buyer and Seller acknowledge and agree that there shall be no reduction in the Purchase Price if Buyer elects to designate any Purchased Assets as Excluded Assets. Notwithstanding any other

provision hereof, the Liabilities of Seller or any of its Subsidiaries under or related to any Purchased Asset excluded under this paragraph will constitute Excluded Liabilities.

(b) Notwithstanding any other provision of this Agreement to the contrary, this Agreement will not constitute an agreement to

assign or transfer and will not effect the assignment or transfer of any Purchased Asset (including any Assigned Contract) if (i) (A) prohibited by applicable Law, (B) an attempted assignment or transfer thereof would reasonably likely

subject Buyer, its Affiliates or any of their respective Representatives to civil or criminal Liability or (C) an attempted assignment or transfer thereof, without the approval, authorization or consent of, or granting or issuance of any

license or permit by, any Third Party thereto (each such action, a “Necessary Consent”), would constitute a breach, default or violation thereof or of any Law or in any way adversely affect the rights of Buyer thereunder or

(ii) the Bankruptcy Court has not entered an order approving such assignment or transfer. In such event, such assignment or transfer is subject to such Necessary Consent being obtained and Seller and Buyer will use their commercially reasonable

efforts to obtain the Necessary Consents with respect to any such Purchased Asset (including any Assigned Contract) or any claim or right or any benefit arising thereunder for the assignment or transfer thereof to Buyer as Buyer may reasonably

request. If such Necessary Consent is not obtained, or if an attempted assignment or transfer thereof would give rise to any of the circumstances described in clauses (i) or (ii)

of the first sentence of this section, be ineffective or would adversely affect the rights of Buyer to such Purchased Asset following the Closing, (x) Seller and Buyer will, and will cause

their respective Affiliates to, (1) use commercially reasonable efforts (including cooperating with one another to obtain such Necessary Consents, to the extent feasible) as may be necessary so that Buyer would obtain the benefits and assume

the obligations thereunder in accordance with this Agreement, (2) complete any such assignments or transfers as soon as reasonably practicable, and (3) upon receipt of any applicable Necessary Consents, to transfer or assign the applicable

Purchased Asset to Buyer, and (y) Seller will, and will cause its respective Affiliates to, cooperate with Buyer in good faith without further consideration in any arrangement reasonably acceptable to Buyer and Seller intended to provide Buyer

with the benefit of any such Purchased Assets.

Section 2.07 Further Conveyances and Assumptions. From time to time following the

Closing, Seller and Buyer will, and will cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will take such further actions, as

may be reasonably necessary or appropriate to assure fully to Buyer and their successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer under this Agreement and

to assure fully to Seller and its Affiliates and their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer under this Agreement, and to otherwise make effective the transactions

contemplated herein; provided that nothing in this section will require Buyer or any of its Affiliates to assume any Liabilities other than the Assumed Liabilities.

Section 2.08 Purchase Price. The purchase price for the Purchased Assets shall be the aggregate of (i) $25,000,000 (the “Closing

Consideration”) and (ii) in the manner and at the time and subject to the terms and conditions set forth in Section 2.09, the Milestone Payments (together with the Closing Consideration, the “Purchase Price”),

plus the assumption of the Assumed Liabilities; provided, however, Buyer reserves the right, in its sole discretion, to increase the Purchase Price (or any component thereof), subject to the Bidding Procedures Order and applicable Law. The

Closing Consideration shall be paid as provided in Section 3.02(b)(i). The Milestone Payment shall be paid as provided in Section 2.09.

Section 2.09 Milestone Payment.

(a) Buyer shall notify Seller in writing within fifteen Business Days following the achievement of a Milestone Event. If the

Accelerated Milestone Event is achieved, Buyer will make a one-time, non-refundable payment of $12,500,000 to Seller (the “Accelerated Milestone

Payment”), no later than twenty Business Days after Buyer’s notice of the achievement of the Accelerated Milestone Event. If the Full Milestone Event is achieved, Buyer will make a one-time, non-refundable payment of $12,500,000 to Seller (the “Full Milestone Payment”), no later than twenty Business Days after Buyer’s notice of the achievement of the Full Milestone Event.

If the Full Milestone Event is achieved and the Accelerated Milestone Event was not achieved prior to the achievement of the Full Milestone Event, Buyer will make both the Accelerated Milestone Payment and the Full Milestone Payment to Seller no

later than twenty Business Days after Buyer’s notice of the achievement of the Full Milestone Event. For the avoidance of doubt, the aggregate amount payable by Buyer to Seller pursuant to this Section 2.09(a) shall not exceed

$25,000,000.

(b) Seller and Buyer acknowledge and agree that, except as set forth in

Section 2.09(c): (i) Buyer shall have the right to own, develop, operate and maintain the Business as Buyer deems appropriate, in its sole discretion, (ii) Buyer does not have any obligation, expressed or implied, to manage the Business in

a manner to achieve or expedite any Milestone Event, (iii) Buyer does not have any obligation to conduct any additional pre-approval or post-approval clinical trial beyond the STAAR Studies,

(iv) Buyer does not owe any duty, as a fiduciary or otherwise, to Seller in connection with its management of the Business following the Closing, (v) there is no assurance Seller will receive any Milestone Payment, (vi) Buyer shall

have the right to manage, hire and terminate the employment or engagement of any service provider as Buyer deems appropriate in its sole discretion in the Business, (vii) (A) Buyer has not, prior to, at or after the date hereof, promised any

amounts to be received by Seller in respect of any Milestone Payment except upon the achievement of any Milestone Event, and (B) Buyer has not made, and Seller is not relying on or has not relied on, any representation or warranty of any kind

or other information, documents or materials (or absence thereof) in respect of any Milestone Payment, including with respect to the management of the Business following the Closing and (viii) the Parties intend the express provisions of this

Section 2.09 to govern their contractual relationship with respect to any Milestone Payment and to supersede any standard of effort or implied covenant that might otherwise be imposed by applicable Law, any Governmental Authority or otherwise.

The Parties hereby expressly disclaim any extra-contractual covenants, obligations or undertakings with respect to any Milestone Payment (including, for the avoidance of doubt, any claims of fraud) and agree that the sole obligations of the Parties

with respect to any Milestone Payment shall be as set forth in this Agreement.

above, following the achievement of the Accelerated Milestone Event, Buyer shall not delay the submission of an application to the FDA for full approval of a US BLA for the Company Product in bad faith and with the primary purpose of avoiding the

Full Milestone Payment.

(d) Any right to receive any Milestone Payment is solely a contractual right and is not a security

for purposes of any federal or state securities Law. The right to receive any Milestone Payment: (i) does not give any dividend rights, voting rights, liquidation rights, preemptive rights or other rights to Seller; (ii) shall not be

evidenced by a certificate or other instrument; (iii) shall not be assignable or otherwise transferable; (iv) shall not accrue or pay interest on any portion thereof; and (v) does not represent any right other than the right to

receive the consideration set forth in this Agreement. Any attempted transfer of the right to any Milestone Payment by any holder thereof shall be null and void, provided, however, that the Seller can assign the right to any Milestone Payment to any

trustee or estate representative appointed in the Chapter 11 Case or any successor Chapter 7 case.

Section 2.10 Certain Tax Matters.

(a) Buyer shall be entitled to deduct and withhold from the Closing Consideration and any Milestone Payment all Taxes that

Buyer is required to deduct and withhold under any provision of Tax Law. All such withheld amounts remitted to the applicable Taxing Authority shall be treated as delivered to Seller hereunder.

(b) Any sales, use, gross-receipts, excise, value-added, property transfer or gains, real estate or land transfer or gains,

documentary, stamp, registration, recording, filing, goods and services or other similar Taxes which may be payable by reason of the sale or purchase of the Purchased Assets or the assumption of the Assumed Liabilities under this Agreement or the

transactions contemplated hereby (collectively “Transfer Taxes”) and that are not exempt under the Bankruptcy Code shall be borne 50% by Seller and 50% by Buyer. Seller shall, at its own expense, timely file any Tax Return or

other document required to be filed with respect to any Transfer Tax and timely pay any amount of Transfer Tax (whether or not shown on a Tax Return) required to be paid to any Taxing Authority, and Buyer shall join in the execution of any such Tax

Return if required by Law and upon receipt of a written notice from Seller reimburse Seller for the portion of any amount of Transfer Tax for which Buyer is responsible hereunder. If, contrary to the preceding sentence, with respect to any Transfer

Tax Buyer is required by Law to file a Tax Return, Buyer shall file such Tax Return and, if any amount of Transfer Tax is due to be paid in respect thereof, notify Seller of the amount of the Transfer Tax shown to be due on such Tax Return for which

Seller is responsible hereunder, and Seller shall reimburse Buyer for such amount. Payments pursuant to this Section 2.10(b) shall be made by the paying Party to the payee Party by wire transfer of immediately available funds within ten days of

receipt of notice from the payee Party to an account or accounts designated by the payee Party.

and similar ad valorem Taxes, if any, levied with respect to the Purchased Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Taxes”) shall be apportioned

between Seller and Buyer based on the number of days of such taxable period ending on and including the Closing Date (such portion of such taxable period, the “Pre-Closing Tax Period”) and

the number of days of such taxable period after the Closing Date (such portion of such taxable period, the “Post-Closing Tax Period”). Seller shall be responsible for the proportionate amount of such Apportioned Taxes that is

attributable to the Pre-Closing Tax Period and such amount shall be an Excluded Liability, and Buyer shall be responsible for the proportionate amount of such Apportioned Taxes that is attributable to the

Post-Closing Tax Period and such amount shall be an Assumed Liability. Any Apportioned Taxes shall be timely paid, and all applicable Tax Returns shall be timely filed, as provided by applicable Law. The paying party (or parties, as applicable)

shall be entitled to reimbursement from the non-paying party (or parties, as applicable) for the non-paying party’s (or parties’, as applicable) portion of

the Apportioned Taxes in accordance with this section. Upon payment of any such Apportioned Taxes, the paying party (or parties, as applicable) shall present a statement to the non-paying party (or parties, as

applicable) setting forth the amount of reimbursement to which the paying party (or parties, as applicable) is entitled under this section, together with such supporting evidence as is reasonably necessary to calculate the amount to be reimbursed.

The non-paying party (or parties, as applicable) shall make such reimbursement by wire transfer in immediately available funds within ten days of receipt of such statement to an account designated by the

paying party (or parties, as applicable).

(d) Buyer and Seller agree to provide each other with such information and

assistance as is reasonably necessary and is reasonably requested by the other Party, including access to records, Tax Returns and personnel, for the preparation and filing of any Tax Returns or for the defense of any Tax claim or assessment,

whether in connection with a Tax proceeding or otherwise.

Section 2.11 Non-Exclusive License

to Seller under certain Intellectual Property Assets. Upon Closing, Buyer shall (and hereby does, effective upon Closing) grant to Seller a non-exclusive, worldwide, perpetual, irrevocable, transferable,

sublicensable (through multiple tiers), royalty free and fully paid license under the Intellectual Property Assets set forth in Section 2.11 of the Disclosure Schedules to (a) research, develop, make, have made, use, sell, offer for sale,

have sold, import and otherwise commercialize and exploit Seller’s gene therapy product candidate for the treatment of hemophilia A known as giroctocogene fitelparvovec; and (b) research, develop, make, have made, use, sell, offer for

sale, have sold, import and otherwise commercialize and exploit Seller’s proprietary capsids and capsid variants (including the blood-brain barrier-penetrant capsid known as STAC-BBB) for any and all

uses and purposes, including the diagnosis, prevention and treatment of any and all diseases in humans or animals.

ARTICLE III

CLOSING

Section 3.01

Closing. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place (i) by electronic exchange of documents and signatures (or

their electronic counterparts), on the third Business Day after all of the conditions to Closing set forth in ARTICLE VIII are either satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date, but

subject to the satisfaction or waiver of such conditions), or (ii) at such other place or time or on such other date as Seller and Buyer may mutually agree in writing. The date on which the Closing occurs is referred to in this Agreement as the

“Closing Date.”

Section 3.02 Closing Deliverables.

(a) At the Closing, Seller shall deliver to Buyer the following:

(i) one or more duly executed bills of sale in form and substance satisfactory to Buyer (each being a “Bill of

Sale”), transferring the tangible personal property included in the Purchased Assets to Buyer, as applicable;

(ii) one or more duly executed assignment and assumption agreements in form and substance satisfactory to Buyer (each being a

“Assignment and Assumption Agreement”), effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities;

(iii) one or more duly executed assignments in form and substance satisfactory to Buyer (each being a “Intellectual

Property Assignment”), transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer;

(iv) one or more duly executed powers of attorney in form and substance

satisfactory to Buyer;

(v) the Seller’s Closing Certificates;

(vi) a properly completed and executed Internal Revenue Service Form W-9 of Seller

certifying that Seller is a United States person within the meaning of Section 7701(a)(30) of the Code and not subject to backup withholding;

(vii) the certificates of an authorized officer of Seller required by Section 8.02(j) and Section 8.02(k);

(viii) a copy of the Sale Order as entered by the Bankruptcy Court; and

(ix) a duly executed counterpart of the Transition Services Agreement executed by Seller.

(b) At the Closing, Buyer shall deliver to Seller the following:

(i) the Closing Consideration, which shall be delivered by wire transfer of immediately available funds to the bank account

designated by Seller in writing to Buyer (including wire instructions) at least three Business Days prior to the Closing;

(ii) all Assignment and Assumption Agreements duly executed by Buyer;

(iii) the Buyer’s Closing Certificate; and

(iv) a duly executed counterpart of the Transition Services Agreement executed by Buyer.

(c) At the Closing, each of Seller and Buyer shall deliver such other customary instruments of transfer, assumption, filings or

documents, in form and substance reasonably satisfactory to the other Party, as may be required to give effect to this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, Seller represents and warrants to Buyer that the

statements contained in this ARTICLE IV are true and correct as of the date hereof and as of the Closing Date, subject in each case to the effects and limitations imposed by the Bankruptcy Court or the Bankruptcy Code.

Section 4.01 Organization and Qualification of Seller. Seller is a corporation duly

organized, validly existing and in good standing under the Laws of the State of Delaware and, subject to any limitations that may be imposed on Seller as a result of filing a petition for relief under the Bankruptcy Code, has full corporate power

and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which Seller is

organized and licensed or qualified to do business, and Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently

conducted makes such licensing or qualification necessary.

Section 4.02 Authority of Seller. Subject to entry of the Bidding

Procedures Order and Sale Order, as applicable, Seller has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents to which such Seller is a party, to carry out its obligations hereunder and thereunder

and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder

and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or similar action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and

(assuming due authorization, execution and delivery by Buyer and the entry of the Sale Order) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When each Ancillary

Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto and the entry of the Sale Order), such Ancillary Document will constitute a

legal and binding obligation of Seller enforceable against it in accordance with its terms.

Section 4.03 No Conflicts; Consents.

Subject to the Sale Order having been entered, the execution and delivery by Seller of this Agreement, the performance by Seller of its obligations under this Agreement and the Ancillary Documents and the consummation by Seller of the transactions

contemplated by this Agreement and the Ancillary Documents do not and will not (a) contravene, conflict with or result in any violation or breach of any provision of the certificate of incorporation or bylaws or other organizational documents

of Seller or any of its Subsidiaries; (b) contravene, conflict with or result in a violation or breach of any provision of any applicable Law or Governmental Order applicable to Seller or any of its Subsidiaries, the Business or the Purchased

Assets; (c) except as set out in Section 4.03(c) of the Disclosure Schedules, require any consent or other action by any Person under, constitute a breach or default, or an event that, with or without notice or lapse of time or both, would

constitute a breach or default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under any Contract or Permit to which Seller or any of its Subsidiaries is a

party or by which Seller or any of its Subsidiaries or the Business is bound or to which any of the Purchased Assets are subject (including any Assigned Contract); or (d) result in the creation or imposition of any Lien other than Permitted

Liens on the Purchased Assets, except in the case of each of clauses (b), (c) and (d), as would not be material to the Business. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority

is required by or with respect to Seller or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any of the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except to

the extent required if the Sale Order is not entered or as would not would be material to the Business.

Section 4.04 Title to Purchased Assets. Seller and its Subsidiaries have good and valid

title to, or in the case of leased assets, have good and valid leasehold interests in, the Purchased Assets free and clear of all Liens except for Permitted Liens. At the Closing, Buyer will be vested with good and valid title to, or in the case of

leased assets, good and valid leasehold interest in, such Purchased Assets, free and clear of all Liens (except for Permitted Liens) and Excluded Liabilities, to the fullest extent permissible under Law, including Section 363(f) of the

Bankruptcy Code.

Section 4.05 Assets Necessary to Business. Except as set forth in Section 4.05 of the Disclosure Schedules,

the Purchased Assets constitute all of the assets, properties, licenses and Contracts necessary and sufficient to conduct the Business after the Closing in substantially the same manner as the Business has been conducted in the six (6) months

prior to the Closing.

Section 4.06 Intellectual Property.

(a) Section 4.06(a) of the Disclosure Schedules contains a true, correct and complete list of (i) all Intellectual

Property Registrations, specifying as to each, as applicable: (A) the owner (or the co-owners) thereof, (B) the jurisdiction (foreign and domestic) in which such item is issued or registered or in

which any application for issuance or registration has been filed, (C) the respective issuance, registration, or application number of such item, and (D) the date of application and issuance or registration of such item; (ii) all

unregistered Trademarks included in the Intellectual Property Assets; and (iii) all proprietary software included in the Intellectual Property Assets. With respect to each Patent included in the Intellectual Property Assets,

Section 4.06(a) of the Disclosure Schedules identifies the complete patent family, all priority claims, all continuations, continuations-in-part, divisionals,

reissues, reexaminations, substitutions, extensions, supplementary protection certificates, patent term adjustments and patent term extensions, and the current prosecution, maintenance, opposition, interference, derivation, post-grant review, inter

partes review, reexamination or other challenge status thereof.

(b) Section 4.06(b) of the Disclosure Schedules contains a

true, correct, and complete list of all Intellectual Property Agreements, including all such agreements necessary or useful for operating the Business as currently conducted, specifying for each the date, title and parties thereto. Seller has

provided Buyer with true, correct and complete copies (or in the case of any oral agreements, a true, correct and complete written description) of all such Intellectual Property Agreements, including all modifications, amendments and supplements

thereto and waivers thereunder. Each Intellectual Property Agreement is valid and binding on Seller or a Subsidiary thereof in accordance with its terms and is in full force and effect. None of Seller or any of its Subsidiaries or, to Seller’s

Knowledge, any other party thereto is, or is alleged to be, in breach of or default under, or has provided or received any notice of breach of, default under, or intention to terminate (including by

non-renewal), any Intellectual Property Agreement.

Schedules, Seller or a Subsidiary thereof is the sole, exclusive, legal, beneficial and record owners of all Intellectual Property Assets and hold all right, title and interest in and to all Intellectual Property Assets, free and clear of any Lien

(except for Permitted Liens), covenant not to sue, option, right of first negotiation, right of first refusal, reversionary interest, march-in right, retained right, field-of-use restriction, exclusivity restriction, obligation to assign, or obligation to license. Neither Seller nor any of its Subsidiaries has any royalty obligation or milestone obligation with respect to

any Intellectual Property Assets. The Intellectual Property Assets, together with the Intellectual Property Rights licensed to Seller or any of its Subsidiaries under the Intellectual Property Agreements that will be assigned to Buyer at Closing,

constitutes all of the Intellectual Property Rights owned, controlled or licensed by Seller or any of its subsidiaries and that are necessary or reasonably useful for or used by Seller or any of its Subsidiaries in the conduct of the Business. There

exist no restrictions or limitations, on the ownership, disclosure, use, development, enforcement, license or other exploitation or transfer of the Intellectual Property Assets. The consummation of the transactions contemplated by this Agreement

will not (i) alter, encumber, impair or extinguish any rights of Seller or any of its Subsidiaries under any Intellectual Property Assets or any Intellectual Property Agreement, (ii) impair or otherwise adversely affect the right of Buyer

to develop, use, sell, license or otherwise exploit, transfer or dispose of, or to bring any Action for the infringement of, any Intellectual Property Assets or, to the extent such rights thereunder are currently held by Seller or a Subsidiary

thereof, any Intellectual Property Agreements or (iii) through the operation of any Contracts to which Seller or any of its Subsidiaries is a party or otherwise bound, encumber any of the Intellectual Property Assets.

(d) Neither Seller nor any of its Subsidiaries has granted, and no Person holds, any license, sublicense, covenant not to sue,

immunity, release, option or other right or interest in or to any Intellectual Property Assets, with respect to, or authorized the retention of any exclusive rights in, any Intellectual Property Assets; except for

non-exclusive licenses granted to service providers and vendors in the ordinary course of business in connection with the Business.

(e) No funding, facilities, equipment, materials, data, know-how, or personnel,

resources or other support of any Governmental Authority or any university, college, hospital, academic medical center, research institute, nonprofit institution or other educational or research institution has been or is being used, directly or

indirectly to conceive, discover, reduce to practice, develop, test, manufacture, analyze, validate or otherwise create, in whole or in part, any Intellectual Property Assets, except for use of facilities or personnel that (i) does not result

in such Governmental Authority or educational institution obtaining ownership of, or use rights to, such Intellectual Property Assets, and (ii) does not require or otherwise obligate Seller or any of its Subsidiaries to grant or offer to any

such Governmental Authority or educational institution any license or other right to such Intellectual Property Assets. No current or former Employee or Independent Contractor who contributed to the creation or development of the Intellectual

Property Assets has performed services for a Governmental Authority or any university, college, research institute or other educational institution related to the Business as presently conducted during a period of time during which such Employee or

Independent

Contractor was also performing services for Seller or any of its Subsidiaries. No Intellectual Property Asset is a ‘subject invention’ under the Bayh-Dole Act or similar applicable

Law, and no Governmental Authority, university, college, hospital, academic medical center, research institute, nonprofit institution or other educational or research institution has or may have any ownership right, license, march-in right, manufacturing requirement, preference right, consent right, approval right, royalty right, revenue-sharing right or other right or interest in or to any Intellectual Property Asset. No Intellectual

Property Asset, biological material, data, know-how or Trade Secret is subject to any publication, data-sharing, material-sharing, deposit, access, non-commercial-use, research-use, academic-use or similar obligation that would restrict or impair Buyer’s ownership, use,

development, manufacture, commercialization, enforcement, prosecution, maintenance, transfer or other exploitation thereof.

(f) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated

hereunder, will result in the loss, modification, impairment, acceleration, of or payment of any additional amounts with respect to, grant of any rights to any Person in respect of, nor require the consent, waiver, notice or other authorization of

any other Person in respect of, Buyer’s right to own, transfer or use or otherwise exploit any Intellectual Property Assets or any Intellectual Property Rights subject to any Intellectual Property Agreement.

(g) All of the Intellectual Property Assets are subsisting, and, to Seller’s Knowledge, valid and enforceable. Except as

set forth in Section 4.06(g)(1) of the Disclosure Schedules, all inventors of each Patent included in the Intellectual Property Assets have been correctly identified in accordance with applicable Law, all assignments necessary to vest sole and

exclusive ownership in Seller or a Subsidiary thereof have been duly executed and recorded with the applicable Governmental Authority, and no Person has asserted or has any basis to assert any inventorship, authorship, ownership or compensation

claim with respect to any Intellectual Property Asset. Seller and its Subsidiaries have taken all reasonable steps to maintain and enforce the Intellectual Property Assets and to preserve the confidentiality of all Trade Secrets included in the

Intellectual Property Assets, including by requiring all Persons having access thereto to execute binding, written non-disclosure agreements. All necessary registration, maintenance, and renewal fees due in

connection with the prosecution and maintenance of the Intellectual Property Registrations have been timely paid, and all Intellectual Property Registrations are otherwise in good standing. Seller has provided Buyer with true, correct and complete

copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Intellectual Property Registrations. No Intellectual Property Registration is or has been subject to any interference, derivation

proceeding, opposition, reissue, reexamination, post-grant review, inter partes review, nullity proceeding, cancellation proceeding or other Action challenging scope, ownership, inventorship, patentability, validity or enforceability. All necessary

documents, recordations, and certificates in connection with the Intellectual Property Registrations have been filed with the relevant Patent, Copyright, Trademark or other authorities in the United States or foreign jurisdictions, as the case may

be, for the purposes of maintaining the Intellectual Property Registrations registered in such jurisdictions. Except as set forth on Section 4.06(g)(2) of the Disclosure Schedules, there are no actions that must be taken

by Seller or any of its Subsidiaries within 60 days of the Closing Date that, if not taken, will result in the loss of any of the Intellectual Property Registrations, including the payment of any

registration, maintenance, or renewal fees or the filing of any responses to U.S. Patent and Trademark Office (or equivalent authority) actions, documents, applications or certificates for the purposes of obtaining, maintaining, perfecting or

preserving or renewing any of the Intellectual Property Registrations. There has been no publication, presentation, poster, abstract, clinical trial disclosure, regulatory submission, offer for sale, sale, public use, disclosure, transfer or other

act or omission by Seller, its Subsidiaries or, to Seller’s Knowledge, any of their respective Representatives that has impaired or would reasonably be expected to impair the patentability, validity, enforceability, scope, ownership or value

of any Intellectual Property Asset.

(h) To Seller’s Knowledge (and determined taking into consideration any safe

harbor, research exemption, government or executive declaration of urgent public health need, or similar right available in law or equity), and, except as set forth in Section 4.06(h) of the Disclosure Schedule, the conduct of the Business as

currently and formerly conducted and, as currently contemplated to be conducted after Closing, including the use of the Intellectual Property Assets and the Intellectual Property Rights licensed under the Intellectual Property Agreements in

connection with the Business, and the Company Products, processes, and services of the Business have not infringed, contributed to or induced the infringement of, misappropriated or otherwise violated and do not and will not infringe, contribute to

or induce the infringement of, misappropriate, or otherwise violate, any Intellectual Property Rights or other rights of any Person in any respect. For clarity, any activity that Seller believed in good faith is permissible under the Hatch-Waxman exemptions codified at 35 U.S.C. § 271(e)(1) or other applicable defenses or safe harbors, or that Seller reasonably believes in good faith will be permissible thereunder, shall not be considered

an infringing activity for purposes of this Section 4.06(h). There is no, and since the Reference Date there has been no, Action pending or, to Seller’s Knowledge, threatened against or affecting Seller or any of its Subsidiaries, or

affecting the conduct of the Business as presently conducted (including the research, development and manufacture, as applicable, of any Company Product) (i) alleging that the use of any of the Intellectual Property Assets or any services

provided, processes used or the Company Products manufactured, used, imported, offered for sale or sold by Seller or any of its Subsidiaries do or may conflict with, misappropriate, infringe, contribute to the infringement of or otherwise violate

any Intellectual Property Right of any Person or (ii) alleging that Seller or any of its Subsidiaries have infringed, misappropriated or otherwise violated any Intellectual Property Right of any Person. Neither Seller nor any of its

Subsidiaries have received from any Person any offer to license any Intellectual Property Rights in connection with any actual or threatened claim of infringement, misappropriation or other violation of any Intellectual Property Rights.

(i) There is no, and since the Reference Date there has been no Action pending or, to Seller’s Knowledge, threatened

against or affecting Seller or any of its Subsidiaries, or affecting the conduct of the Businesses by Seller or any of its Subsidiaries as presently conducted (i) based upon, or challenging or seeking to deny or restrict, any right of Seller or

any of its Subsidiaries in any of the Intellectual Property Assets, or (ii) alleging that any of the Intellectual Property Assets is invalid, unenforceable or not infringed. To Seller’s

Knowledge, there is no information, materials, facts, or circumstances that would render any of the Intellectual Property Assets invalid or unenforceable, narrow or limit the scope of any

Intellectual Property Asset, adversely affect any pending application for any of the Intellectual Property Asset, or adversely affect the ownership, patentability, registrability, validity, enforceability, scope, priority, term or value of any

Intellectual Property Assets. To Seller’s Knowledge, there are no facts or circumstances that would reasonably be expected to give rise to any such Action. Neither Seller nor any of its Subsidiaries are subject to any outstanding or

prospective Governmental Order (including any motion or petition therefor) that does or would reasonably be expected to restrict or impair the use of any Intellectual Property Assets. To Seller’s Knowledge, neither Seller nor any of its

Subsidiaries has misrepresented, or failed to disclose, and there are no misrepresentations of or failure to disclose, any fact or circumstance in any application for any Intellectual Property Assets that would constitute fraud, inequitable conduct

or a misrepresentation with respect to such application or that would otherwise affect the validity or enforceability of any such Intellectual Property Assets.

(j) None of the Intellectual Property Assets has been adjudged invalid or unenforceable in whole or part, or in the case of

pending Patent applications included in the Intellectual Property Assets, have been the subject of a final and non-appealable finding of unpatentability. All issued Patents, registered Trademarks and

registered Copyrights included in the Intellectual Property Assets are, to Seller’s Knowledge, valid, enforceable, in full force and effect and subsisting in all material respects.

(k) To Seller’s Knowledge, none of the Intellectual Property Agreements has been adjudged invalid or unenforceable in

whole or part and no party to any Intellectual Property Agreement has asserted that any such Intellectual Property Agreement is invalid, unenforceable, terminated or subject to termination. All issued Patents, registered Trademarks and registered

Copyrights included in the Intellectual Property Agreements are, to Seller’s Knowledge, valid, enforceable, in full force and effect and subsisting in all material respects, and neither Seller nor any of its Subsidiaries has received any

notice or other communication challenging the ownership, validity, enforceability, scope, priority or rights of Seller or any of its Subsidiaries under any such Intellectual Property Rights.

(l) To Seller’s Knowledge, no Person has infringed, misappropriated, diluted, conflicted with or otherwise violated any

Intellectual Property Asset or any Intellectual Property Right exclusively licensed to Seller or any of its Subsidiaries pursuant to an Intellectual Property Agreement and no facts or circumstances exist that would reasonably be expected to give

rise to any such infringement, misappropriation, dilution, conflict or violation.

(m) Seller and its Subsidiaries have

taken commercially reasonable actions in accordance with current industry practice to maintain the confidentiality of all Intellectual Property Assets, the value of which to Seller or its Subsidiaries is contingent upon maintaining the

confidentiality thereof (including any Trade Secrets and confidential materials owned, used or held for use by Seller and its Subsidiaries), and no such Intellectual Property Assets have been disclosed, and access to such Intellectual Property

Assets has not been provided to any Person, other than under written confidentiality

agreements that protect such Intellectual Property Assets. To Seller’s Knowledge, no Person, including Employee or Independent Contractor or agent of Seller or any of its Subsidiaries, is

in default or breach of any confidentiality or non-disclosure agreement, or any confidentiality provisions of any employment agreement or other such agreement, with Seller or any of its Subsidiaries relating

to the protection, ownership, development, use or transfer of any Intellectual Property Assets of Seller or any of its Subsidiaries.

(n) To the extent that any Intellectual Property Asset has been conceived, discovered, reduced to practice, developed, or

created by a Third Party (including any current or former service provider) for Seller or a Subsidiary thereof, each such Third Party, as the case may be, has a valid, binding and enforceable written agreement with Seller with respect thereto

pursuant to which such Third Party has agreed to hold all Intellectual Property Assets in confidence and to not use any such Intellectual Property Asset for any purpose other than for the benefit of Seller, and Seller thereby either (i) has

obtained ownership of and is the exclusive owner of, or (ii) has obtained a valid and unrestricted right to exploit, sufficient for the conduct of the Business as currently conducted or as proposed to be conducted, such Intellectual Property

Asset. In each case where Seller or a Subsidiary thereof has acquired any Intellectual Property Rights from any Person (including any service provider), Seller has obtained a present, valid, binding and enforceable assignment sufficient to

irrevocably transfer all right, title and interest in and to such Intellectual Property Rights to Seller, or ownership in such Intellectual Property Rights are vested in Seller pursuant to applicable Law. No current or former Employee or Independent

Contractor or other Person involved in the conception, discovery, reduction to practice, development, manufacture, testing, analysis, validation or creation of any Intellectual Property Asset was or is subject to any obligation to any prior

employer, university, institution, Governmental Authority or other Person that conflicts with or would reasonably be expected to impair the ownership of Seller or any of its Subsidiaries, or Buyer’s rights in, any Intellectual Property Asset.

Section 4.07 Assigned Contracts.

(a) Section 4.07(a) of the Disclosure Schedules sets forth a true, complete and correct list of all Contracts of Seller or any

of its Subsidiaries related primarily to the Purchased Assets, copies of which have been made available to Buyer.

(b) Each

Assigned Contract is in full force and effect and is a valid and binding obligation of Seller or one of its Subsidiaries and, to the Knowledge of Seller, the other parties thereto in accordance with its terms and conditions, except as such validity

and enforceability may be limited by (a) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally, (b) equitable principles of general applicability (whether considered in a proceeding at

law or in equity), and (c) the obligations to pay Cure Costs hereunder. Neither Seller nor any of its Subsidiaries have received written notice from any Person, and to Seller’s Knowledge, no Person has threatened or intends to terminate

or adversely modify in any material respect Seller’s or any of its Subsidiaries’ rights under any Assigned Contract. To the Knowledge of Seller, no event has occurred which, with the passage of time or the giving of notice, or both,

would constitute a default under or a violation of any Assigned Contract or would cause the acceleration of any obligation of Seller or any of its Subsidiaries or the creation of a Lien upon any Purchased Asset. Seller has delivered or made

available to Buyer true, correct and complete copies of all of the Assigned Contracts, together with all amendments, modifications or supplements thereto.

Section 4.08 Reserved.

Section 4.09 Inventory. The Inventory consists of a material quality and quantity usable in the ordinary course of business. All

Inventory is owned by Seller or one of its Subsidiaries free and clear of all Liens (other than Permitted Liens). Section 4.09 of the Disclosure Schedules sets forth a listing of the finished Inventory owned, in the possession or control of,

Seller or any of its Subsidiaries, including the address at which such Inventory is located. All of Inventory has been (i) to Seller’s Knowledge, manufactured in compliance with Law, (ii) not adulterated or misbranded under the

FD&C or other comparable laws, and (iii) to the extent administered to any subject or supplied to any site in clinical study, in material compliance with the applicable specifications with respect thereto in then-current IND(s).

Section 4.10 Compliance With Laws; Permits.

(a) Seller and each of its Subsidiaries are, and since the Reference Date have been, in compliance in all material respects

with all applicable Laws, including with respect to all research, development and manufacturing of the Company Products (including the generation, preparation, maintenance, submission, and retention of all Regulatory Documentation). Since the

Reference Date, neither Seller nor any of its Subsidiaries has received any written notice of or, to Seller’s Knowledge, is under investigation with respect to, any violation of any applicable Law. There is no judgment, decree, injunction,

rule or order of any arbitrator or Governmental Authority outstanding against Seller or any of its Subsidiaries that relates to the Business, Purchased Assets or the transactions contemplated hereby.

(b) None of Seller or any of its Subsidiaries, or any of their respective directors, officers, consultants, agents or other

Persons acting for or on its behalf, has taken any action that would result in a violation by such Person of (i) the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78m(b), 78dd-1, 78dd-2, 78ff) (the “FCPA”) or any other applicable anti-corruption or anti-bribery Law, (ii) any economic sanctions administered or enforced by the U.S. Department of Treasury’s Office

of Foreign Assets Control, the U.S. Department of State, His Majesty’s Treasury or any applicable prohibited party list maintained by any U.S. Governmental Authority, the European Union or His Majesty’s Treasury (collectively,

“Sanctions”) or (iii) any applicable Law relating to export controls. Seller and its Subsidiaries have conducted the Business in compliance with the FCPA (and any state or foreign equivalents) any other anti-corruption

applicable Law (including the U.S. federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b), the U.S. False Claims Act (31 U.S.C. § 3729 et seq.), and any state or foreign equivalents), Sanctions and

applicable Laws relating to export controls, and, except as set forth on Section 4.10(b) of the Disclosure Schedules, Seller and its Subsidiaries have instituted and maintained policies and procedures designed to cause each such Person to

comply with all such laws described in this sentence.

respective officers, employees or agents, has been debarred or is subject to debarment pursuant to Section 306 of the FD&C Act or analogous provisions of Law outside the United States or is listed on any excluded list, and neither Seller

nor any of its Subsidiaries has, to Seller’s Knowledge, used in any capacity, in connection with the activities to be performed under this Agreement, any Person who has been debarred pursuant to Section 306 of the FD&C Act or

analogous provisions of Law outside the United States or who is the subject of a conviction described in such Section or analogous provisions of Law outside the United States or is listed on any excluded list.

(d) Neither Seller nor any of its Subsidiaries, nor any of their respective directors, officers, consultants, agents or other

Persons acting for or on its behalf, is a Person that is, or is owned or controlled by Persons that are (i) the subject of any Sanctions or (ii) located, organized or resident in a country or region that is the subject of Sanctions.

(e) Seller and its Subsidiaries hold all material Permits necessary to conduct the Business (including any IND) in the places

and in such manner in which the Business is currently being conducted, and: (i) such Permits are valid and in full force and effect and are not subject to any pending or, to Seller’s Knowledge, threatened Action by any Governmental

Authority to suspend, cancel, modify, terminate or revoke any such Permit; (ii) Seller and its Subsidiaries are in compliance in all material respects with the terms and requirements of such Permits; and (iii) neither Seller nor any of its

Subsidiaries is in material default under, and, to Seller’s Knowledge, no condition exists that with notice or lapse of time or both would constitute a material default under or would reasonably be expected to result in any suspension,

cancellation, material modification, termination or revocation of, any such Permit.

(f) The Business does not

(i) produce, design, test, manufacture, fabricate, or develop “critical technologies” as that term is defined in 31 C.F.R. § 800.215; (ii) perform the functions as set forth in column 2 of Appendix A to 31 C.F.R. part 800 with

respect to covered investment critical infrastructure; or (iii) maintain or collect, directly or indirectly, “sensitive personal data” as that term is defined in 31 C.F.R. § 800.241; and, therefore, in turn, are not,

collectively or individually, a “TID U.S. business” within the meaning of 31 C.F.R. § 800.248.

Section 4.11

Litigation.

(a) There is no Action before or by any Governmental Authority or arbitrator pending or, to the Knowledge of

Seller, threatened against or affecting (i) the Business, the Purchased Assets or the Assumed Liabilities; or (ii) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has

occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

(b) There are no

outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the Business, the Purchased Assets or Assumed Liabilities.

Section 4.12 Privacy Matters.

(a) Seller and each of its Subsidiaries (and to Seller’s Knowledge, each Third Party acting on behalf of Seller or any of

its Subsidiaries) are and have been in material compliance with all Laws relating to privacy, data protection, information or cyber security, or the Processing of Personal Information by such Persons applicable to the operations of the Business

(“Privacy Laws”) and all associated contracts and policies. Seller and each of its Subsidiaries, as applicable, have provided all requisite notices, obtained all required consents, and satisfied all other requirements of Privacy

Laws for their Processing of Personal Information that are necessary and in connection with the operation of the Business as of the date hereof and for the consummation of the transactions contemplated hereunder.

(b) Since the Reference Date, no claims, investigations, or alleged violations have been asserted or to Seller’s

Knowledge, threatened against Seller or any of its Subsidiaries by any Person regarding the Processing of Personal Information by or on behalf of Seller or any of its Subsidiaries or alleging a violation of Privacy Laws.

administrative and technical security measures. To Seller’s Knowledge, neither Seller nor any of its Subsidiaries has experienced (nor to Seller’s Knowledge, have any Third Party acting on behalf of Seller or any of its Subsidiaries) any

actual or alleged Security Incidents. Neither Seller nor any of its Subsidiaries has (nor have any Third Parties acting on behalf of Seller or any of its Subsidiaries) notified, or been required to notify, any Person of any Security Incident.

Section 4.13 Employee Benefit Plans; Labor Matters.

(a) Seller has made available to Buyer a true, correct and complete list that sets forth, as of the date hereof: each Specified

Individual, including each such Person’s name, employer or engaging entity, job title, hire date, work location, current base salary or wage, commission or fee rate, most recent annual bonus received and current annual bonus or incentive

opportunity, whether an employee or independent contractor, whether part-time or full-time, status as exempt or non-exempt under the Fair Labor Standards Act (if applicable), immigration status (for

employees), whether such individual is in active service or on leave, if on leave, the nature of such leave and the date of expected return, and whether such person has entered into an Employment Agreement and/or Consulting Agreement. With respect

to Specified Individuals who are former employees, such list will reflect the information as of the last day of employment as well as any post-employment (e.g., independent contractor) arrangements. Except as set forth on Section 4.13(a) of the

Disclosure Schedules, the employment or engagement of each Specified Individual is terminable at will without compensation or other penalty. Seller has a completed a Form I-9 (Employment Eligibility

Verification) for each Specified Individual who is an employee. None of Seller or its Subsidiaries utilize a PEO with respect to the Business. All Specified Individuals who are Independent Contractors are properly classified as non-employees pursuant to the Code and other applicable Law and the Seller and its Subsidiaries have no obligation or liability with respect to any Taxes (or the withholding thereof) or applicable employment law

requirements in connection with any such Independent Contractors. No Independent Contractor has or would reasonably be expected to have any claim for benefits provided to employees under an Employee Plan with respect to service as an Independent

Contractor.

(b) No Employee Plan is, and neither Seller nor any of its ERISA Affiliates

has ever sponsored, maintained, administered, or contributed to (or has had any obligation to contribute to) or has or is reasonably expected to have any direct or indirect Liability with respect to: (i) a “defined benefit plan” (

as defined in Section 3(35) of ERISA); (ii) a “multiemployer plan” (as defined in Sections 4001(a)(3) and 3(37)(A) of ERISA): (iii) a pension plan subject to Section 302 or Title IV of ERISA or Section 412 or 4971 of the

Code; (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA or other applicable law; (v) a “voluntary employees’ beneficiary association” within the meaning of

Section 501(c)(9) of the Code or other funding arrangement for the provision of welfare benefits; or (vi) a welfare plan that offers health, life, or other disability benefits on a less-than-fully insured basis.

(c) Each Employee Plan, has been established, maintained, funded and administered in all material respects in compliance with

its terms and with all applicable Law, including ERISA and the Code. No Action (other than routine claims for benefits) is pending against or involves or, to Seller’s Knowledge, is threatened against or threatens to involve, any Employee Plan.

Seller and its Subsidiaries have complied in all material respects with applicable Law with respect to each plan, arrangement or policy mandated by applicable Law (including with respect to the payment of social insurance Taxes or similar

contributions to a fund of a Governmental Authority with respect to wages of an employee).

(d) Except as would not result

in material Liability for the Seller or its Subsidiaries, Seller and its Subsidiaries have paid all salaries, bonuses, commissions, wages, severance, accrued vacation pay, fees and any other amounts that have become due and payable to Employees,

other Specified Individuals, and former employees of Seller or its Subsidiaries with respect to the Business, and any such amounts for any period ending on or before the Closing Date for services performed on or prior to the date hereof have been

paid or accrued in full. With respect to the Employees, other Specified Individuals and former employee of Seller or its Subsidiaries with respect to the Business each of Seller and its Subsidiaries is and for the past three (3) years has been

in material compliance with all applicable law governing the employment of labor, including all applicable law relating to wages, hours, affirmative action, collective bargaining, discrimination, civil rights, safety and health, exempt/non-exempt classification, classification of independent contractors, and workers’ compensation.

(e) None of Seller or any of its Subsidiaries has, in the past three (3) years, been a party to or had any obligations

under a collective bargaining, works council or similar agreement and no union or other collective bargaining unit or employee organizing entity has been certified or recognized by Seller or any of its Subsidiaries as representing any Employees. In

the past three (3) years, none of Seller or any of its Subsidiaries has experienced, nor to Seller’s Knowledge, is there now threatened, any union activity, any

effort to organize or any other similar occurrence or any attempt to organize or represent the Employees. There are no controversies pending or threatened between Seller and its Subsidiaries, on

the one hand, and any Employee or former employee of Seller or its Subsidiaries with respect to the Business, on the other hand. No investigation, review, complaint or proceeding by any Governmental Authority or Employee or former employee with

respect to Seller or any of its Subsidiaries in relation to the employment of any such individual involved in the Business is pending or, to Seller’s Knowledge, threatened, nor has Seller or any of its Subsidiaries received any notice from any

Governmental Authority indicating an intention to conduct the same.

(f) Except as set forth in Section 4.13(f) of the

Disclosure Schedules, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (either alone or together with any other event) will (i) entitle any Employee to any increased, new or accelerated

payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit or (ii) result in the payment of any amount that could, individually or in combination with any other such payment, constitute an

“excess parachute payment,” as defined in 280G(b)(1) of the Code (without regard to subsection (b)(4) thereof).

(g) To the Seller’s Knowledge, in the past three (3) years, (i) no allegations of sexual harassment or other sexual

misconduct have been made since the Reference Date against any Employee or other Specified Individual and (ii) neither Seller nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment or

sexual misconduct by an Employee or other Specified Individual.

Section 4.14 Taxes.

(a) All material Tax Returns filed by, on behalf or in respect of the Business have been filed in accordance with applicable

Tax Laws and are true, correct and complete in all material respects. No Governmental Authority has made a claim in writing that the Business or the Purchased Assets may be subject to Taxes, or that a Tax Return related to the Business or the

Purchased Assets may be required to be filed, in a jurisdiction where no such Tax Returns have been filed.

(b) Subject to

any obligation of Seller or any of its Subsidiaries under the Bankruptcy Code, all Taxes related to the Business or the Purchased Assets have been paid in full.

respect to any of the Purchased Assets, except for Liens for Taxes not yet due and payable that arise by operation of Law.

Section 4.15 Key Suppliers.

(a) Section 4.15(a) of the Disclosure Schedules sets forth a true, correct and complete list of the top 10 suppliers relating

to the Business, measured by annual spend by Seller and its Subsidiaries on a consolidated basis, during the 12-month period ended as of March 31, 2026 (“Key Suppliers”).

(b) No Key Supplier has terminated, suspended, cancelled or materially and

adversely modified (i) its business relationship with Seller or any of its Subsidiaries or (ii) the terms of a Contract with Seller or any of its Subsidiaries. Neither Seller nor any of its Subsidiaries has received notice of any Key

Supplier, and to Seller’s Knowledge, no Key Supplier has threatened and Seller has no reason to believe that such Person intends, to terminate, suspend, cancel or materially and adversely modify its business relationship with Seller or any of

its Subsidiaries or the terms of a Contract with Seller or any of its Subsidiaries. There are no unresolved claims or disputes pending between Seller or any of its Subsidiaries, on the one hand, and any Key Supplier, on the other hand.

Section 4.16 Insurance. Seller has made available to Buyer a true, correct and complete copy of all material insurance policies and all

material self-insurance programs and arrangements and similar arrangements (including bonds) primarily relating to the Business and the Purchased Assets (the “Insurance Policies”) and Section 4.16 of the Disclosure Schedules

sets forth a true, correct and complete list of the Insurance Policies. As of the date of this Agreement: (a) each Insurance Policy is in full force and effect, all premiums thereon have been timely paid or, if not yet due, accrued;

(b) there is no material claim pending under the Insurance Policies as to which coverage has been questioned, denied or disputed by the underwriters thereof; and (c) Seller and each of its Subsidiaries are in compliance in all material

respects with the terms of the Insurance Policies. Seller has no Knowledge of any threatened termination of, or material premium increase with respect to, any Insurance Policy. The Insurance Policies are sufficient for compliance in all material

respects under applicable Law, all Permits and Contracts to which Seller or any of its Subsidiaries is a party or by which Seller or any of its Subsidiaries or any of their properties or assets are bound.

Section 4.17 Finders’ Fees. Except as to Raymond James, whose fees are to be paid by Seller, there is no other investment banker,

broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Seller or any of its Subsidiaries who might be entitled to any fee or commission from any of Seller or any of its Subsidiaries in connection with any

of the transactions contemplated by this Agreement.

Section 4.18 Certain Information. Seller has made available to Buyer true,

correct and complete copies of all material information in its possession relating to each of (i) the STAAR Studies, (ii) any IND for any Company Product and (iii) each of Module 1, Module 2 and Module 3 of the rolling BLA for the

Company Product.

Section 4.19 No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN

ARTICLE IV OF THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULES), THE SELLER’S CLOSING CERTIFICATE OR ANY ANCILLARY AGREEMENT, SELLER MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AND SELLER HEREBY DISCLAIMS ANY SUCH

REPRESENTATION OR WARRANTY.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that the statements contained in this ARTICLE V are true and correct as of the date hereof and as of

the Closing Date.

Section 5.01 Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing

under the Laws of Delaware.

Section 5.02 Authority of Buyer. Buyer has full corporate power and authority to execute and deliver

this Agreement and the Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and

any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by Buyer and no other

corporate proceedings on the part of Buyer are necessary to authorize the execution or delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations under this Agreement and any

Ancillary Document to which Buyer is a party or the consummation by Buyer of the transactions contemplated by this Agreement and any Ancillary Document to which Buyer is a party. This Agreement has been duly executed and delivered by Buyer and,

assuming due authorization, execution and delivery by Seller, constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. When each Ancillary Document to which Buyer is or will be a party has been

duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against them in accordance with its

terms.

Section 5.03 No Conflicts; Consents. The execution and delivery by Buyer of this Agreement and the Ancillary Documents to

which it is a party, the performance by Buyer of its obligations under this Agreement and the Ancillary Documents to which it is a party and the consummation by Buyer of the transactions contemplated hereby and thereby, do not and will not

(a) contravene, conflict with or result in any violation or breach of any provision of the organizational documents of Buyer, (b) contravene, conflict with or result in a violation or breach of any provision of any applicable Law,

(c) require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation,

acceleration or other change of any right or obligation or the loss of any benefit to which Buyer is entitled under any provision of any Contract binding on Buyer or any Permit affecting, or relating in any way to, the assets or business of Buyer or

(d) result in the creation or imposition of any Lien on any asset of Buyer, with only such exceptions, in the case of each of clauses (c) and (d), as would not reasonably be expected to have, individually or in the aggregate with all other

Effects, a Buyer Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of

this Agreement or any of the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.

Section 5.04 Finders’ Fees. There is no investment banker, broker, finder or

other intermediary that has been retained by or is authorized to act on behalf of Buyer who might be entitled to any fee or commission from Buyer upon consummation of the transactions contemplated by this Agreement.

Section 5.05 Available Funds. Buyer has, and at the Closing will have, funds immediately available that are sufficient to consummate the

transactions contemplated by this Agreement and to perform its obligations under this Agreement. Such funds are not subject to any conditions or contingencies (including any financing condition) that would reasonably be expected to prevent or delay

the availability of such funds at or prior to the Closing.

Section 5.06 Litigation. As of the date of this Agreement, there are no

proceedings pending or, to the knowledge of Buyer, threatened against Buyer that seeks to enjoin the transactions contemplated by this Agreement, other than any such proceedings that have not had and would not have a Buyer Material Adverse Effect.

Section 5.07 Independent Investigation. Buyer acknowledge that it has conducted its own independent investigation and analysis of

the Business, the Purchased Assets and the Assumed Liabilities, and that Buyer and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of Seller and its Subsidiaries that Buyer and

its Representatives have desired or requested to review for such purpose.

Section 5.08

Non-Reliance; Purchased Assets.

(a) Buyer acknowledges for the benefit of Seller

that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Business, the Purchased Assets and the Assumed

Liabilities, and that it and its Representatives have received sufficient access to certain of the books and records, facilities, equipment, Contracts and other assets of the Business (including the Purchased Assets) for such purpose. Buyer further

acknowledges and agrees for the benefit of Seller that, except for the representations and warranties contained in ARTICLE IV (as modified by the Disclosure Schedules), neither Seller nor any of its financial or other professional advisors, nor its

or their respective Representatives, makes or has made any representation or warranty, either express or implied, or other statements or information concerning the Business, the Purchased Assets or the Assumed Liabilities in connection with the

transactions contemplated by this Agreement and Seller hereby disclaims any other representations made by Seller or any other Person concerning the Business, the Purchased Assets or the Assumed Liabilities in connection with the transactions

contemplated by this Agreement. Seller makes no representations or warranties regarding the probable success or profitability of the Business. Buyer has not relied on any representation, warranty or other statement by any Person on behalf of Seller,

other than the representations and warranties of Seller expressly contained in ARTICLE IV (as modified by the Disclosure Schedules).

(b) Buyer agrees, warrants and represents that Buyer is purchasing the

Purchased Assets “AS IS” and “WITH ALL FAULTS” based solely on the representations and warranties set forth in ARTICLE IV (as modified by the Disclosure Schedules) and Buyer’s own investigation of Seller, the Purchased

Assets, the Assumed Liabilities and the Business. Buyer further acknowledges that the consideration for the Purchased Assets specified in this Agreement has been agreed upon by Seller and Buyer after good-faith arms-length negotiation in light of

Buyer’s agreement to purchase the Purchased Assets “AS IS” and “WITH ALL FAULTS.” Buyer agrees, warrants and represents that, except for the express representations and warranties set forth in ARTICLE IV (as modified by

the Disclosure Schedules), Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that Buyer assumes all risks with respect thereto. EXCEPT AS SET FORTH IN ARTICLE IV (AS MODIFIED BY THE DISCLOSURE SCHEDULES),

SELLER MAKES NO EXPRESS WARRANTY, NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND NO IMPLIED OR STATUTORY WARRANTY WHATSOEVER WITH RESPECT TO ANY REAL OR PERSONAL PROPERTY OR ANY FIXTURES OR THE PURCHASED ASSETS,

THE ASSUMED LIABILITIES OR THE BUSINESS.

ARTICLE VI

BANKRUPTCY COURT MATTERS

Section 6.01 Competing Transactions. Seller will not agree to any proposals or offers from any Third Party to acquire, directly or

indirectly, all or any substantial portion of the Purchased Assets (a “Competing Transaction”) other than as expressly permitted by and in accordance with the Bidding Procedures. For the avoidance of doubt, neither (i) a

liquidation or wind-down of Seller’s estate nor (ii) Seller engaging in a transaction or transactions to divest all or any portion of an Excluded Business, shall be a Competing Transaction.

Section 6.02 Bankruptcy Court Filings.

(a) The Petition Date shall occur within two Business Days of the date hereof. On the Petition Date, Seller shall file (and,

within one Business Day, serve) a motion or motions (the “Sale Motion”), in form and substance reasonably satisfactory to Buyer, in the Chapter 11 Case requesting that the Bankruptcy Court (i) (A) approve the Bidding

Procedures and enter the Bidding Procedures Order (B) establish procedures for the assumption and assignment of executory contracts and unexpired leases, (C) schedule a date for the Auction; (D) schedule a hearing on entry of the Sale

Order, (E) approve the form and manner of notices related thereto, and (F) grant related relief; and (ii) (A) approve and authorize the sale contemplated in this Agreement free and clear of all Claims, Liens and Liabilities,

(B) authorize the assumption and assignment of the Assigned Contracts, and (C) grant related relief. Thereafter, Seller shall take all actions as may be reasonably necessary to cause the Bidding Procedures Order and the Sale Order to be

issued, entered and become Final Orders, including furnishing affidavits, declarations or other documents or information for filing with the Bankruptcy Court. Buyer agrees that it will promptly take such actions as are reasonably requested by Seller

to assist in obtaining entry of the Sale Order and a finding of adequate assurance of future performance by Buyer, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others,

of providing necessary assurances of performance by Buyer under this Agreement and demonstrating that Buyer is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code.

(b) Seller shall provide appropriate notice of the hearings on the Sale

Motion, as is required by the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure, to all Persons entitled to notice, including all Persons that have expressed interest in buying the Purchased Assets, all Persons that have asserted Liens,

claims or other interests in the Purchased Assets, all parties to the Assigned Contracts, all applicable state and local tax authorities, including the IRS, each Governmental Authority that is an interested party with respect to the Purchased

Assets, and all Tax and environmental authorities in jurisdictions applicable to Seller. Seller shall be responsible for making all appropriate filings relating thereto with the Bankruptcy Court, which filings shall be submitted to Buyer within a

reasonable time prior to their filing with the Bankruptcy Court to allow for Buyer’s prior review and comments.

(c)

On or before the date that is no later than two Business Days after entry of the Bidding Procedures Order, Seller shall file with the Bankruptcy Court and serve an assignment and assumption notice (the “Assignment and

Assumption Notice”) by first class mail on all non-debtor counterparties to all Contracts and provide a copy of the same to Buyer. The Assignment and Assumption Notice shall inform each

recipient that its respective Contract may be designated by Buyer as assumed, and the timing and procedures relating to such designation, and, to the extent applicable (i) the title of the Contract, (ii) the name of the counterparty to the

Contract, (iii) Seller’s good faith estimates of the Cure Costs required in connection with such Contract, (iv) the identity of Buyer and (v) the deadline by which any such Contract counterparty may file an objection to the

proposed assumption and assignment or cure, and the procedures relating thereto.

(d) Seller shall use its best efforts to

(i) have entered the Bidding Procedures Order on or before seven Business Days after the Petition Date, (ii) hold the Auction, unless an Auction is not required to be held pursuant to the terms of the Bidding Procedures, on or before 42

days after entry of the Bidding Procedures Order and (iii) have entered the Sale Order on or before 50 days after entry of the Bidding Procedures Order.

(e) Seller shall consult with Buyer regarding pleadings and papers that it intends to file with the Bankruptcy Court in

connection with, or which might reasonably affect the Bankruptcy Court’s approval of the Bidding Procedures, the Bidding Procedures Order, the Sale Order, and any other orders of the Bankruptcy Court relating to the transactions contemplated

by this Agreement, or the bankruptcy proceedings that may impact the transactions contemplated by this Agreement or the Purchased Assets, including sharing in advance any drafts thereof for Buyer’s review and comment. Seller shall promptly

provide Buyer and its counsel with copies of all notices, filings and orders of the Bankruptcy Court that Seller has in its possession (or receives) pertaining to the Sale Motion, or any other order related to any of the transactions contemplated in

this Agreement.

(f) If the Sale Order, or any other orders of the Bankruptcy Court relating to this Agreement or the

transactions contemplated in this Agreement are appealed by any Person (or if any petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to

the Bidding Procedures Order and the Sale Order, or other such order), subject to rights otherwise arising from this Agreement, Seller shall use its best efforts to prosecute or defend, as applicable, such appeal, petition or motion and obtain an

expedited resolution of any such appeal, petition or motion.

(g) Notwithstanding anything expressed or implied herein to the contrary,

Seller shall not consent or agree to the allowance of any claim to the extent it would constitute an Assumed Liability without the prior written consent of Buyer. Seller shall use its best efforts to cause the Sale Order to provide that Buyer will

have standing in the Chapter 11 Case to object to the amount of any claim to the extent it would constitute an Assumed Liability and that the Bankruptcy Court will retain the right to hear and determine such objections.

ARTICLE VII

COVENANTS

Section 7.01 Conduct of Business Prior to the Closing.

(a) From the date hereof until the earlier of the Closing Date or the valid termination of this Agreement, except as otherwise

required, authorized or restricted pursuant to this Agreement, the Bankruptcy Code, an order of the Bankruptcy Court (provided that Seller shall not seek or consent to, and shall oppose, any order of the Bankruptcy Court that would reasonably be

expected to result in Seller violating its obligations under this Agreement), or as consented to in writing by Buyer, Seller shall (and shall cause its Subsidiaries to) use its commercially reasonable efforts to conduct the Business in the ordinary

course of business.

(b) Without limiting the generality of Section 7.01(a), from the date hereof until the earlier of

the Closing Date or the valid termination of this Agreement, Seller shall not (and shall cause its Subsidiaries not to):

(i) renew, enter into, amend, waive any right under, modify, assign, transfer or terminate (other than terminations in

connection with (A) an expiration or (B) a renewal that becomes automatically effective unless a party thereto provides prior notice of an intention not to renew) any Contract to the extent relating to the Business or the Purchased Assets

or Assumed Liabilities;

(ii) waive, release, amend, let lapse or assign any material rights, claims or benefits of Seller

or any of its Subsidiaries relating to the Business, Purchased Assets or Assumed Liabilities, in each case, except as otherwise required, authorized or restricted pursuant to this Agreement, the Bankruptcy Code, or an order of the Bankruptcy Court

(provided that Seller shall not seek or consent to, and shall oppose, any order of the Bankruptcy Court that would reasonably be expected to result in Seller violating its obligations under this Agreement);

(iii) sell, license, sublicense, grant rights of reference to, abandon, dedicate to the public, permit to lapse, disclose,

convey, transfer, assign, divest, or otherwise dispose of any asset or property constituting Purchased Assets other than inventory and obsolete assets sold or otherwise disposed of in the ordinary course of business;

(iv) create or assume any mortgage or pledge, restriction, option, or impose

any Lien on, or in any other way encumber, any asset or property constituting Purchased Assets, except for those that arise under any DIP Order that constitute Permitted Liens, or as required by applicable Law;

(v) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of any Person or otherwise

acquire any assets that, as of the Closing, would constitute Purchased Assets, except for the acquisition of assets and inventory in the ordinary course of business;

(vi) take any action, or omit to take any action, that would reasonably be expected to result in a default under or material

breach of any Assigned Contract, except as otherwise required, authorized or restricted pursuant to this Agreement, the Bankruptcy Code, an order of the Bankruptcy Court (provided that Seller shall not seek or consent to, and shall oppose, any order

of the Bankruptcy Court that would reasonably be expected to result in Seller violating its obligations under this Agreement), or as consented to in writing by Buyer;

(vii) take any action, or omit to take any action, that would reasonably be expected to result in Seller or any of its

Subsidiaries or any of its or their respective officers, employees or agents to be debarred or become subject to debarment pursuant to Section 306 of the FD&C Act or analogous provisions of Law outside the United States or is listed on any

excluded list;

(viii) use in any capacity, in connection with activities to be performed under this Agreement, any Person

who has been debarred pursuant to Section 306 of the FD&C Act or analogous provisions of Law outside the United States or who is the subject of a conviction described in such Section or analogous provisions of Law outside the United States

or is listed on any excluded list;

(ix) liquidate, dissolve, recapitalize or otherwise wind up its operations related to

the Purchased Assets;

(x) cancel or alter any insurance coverage with respect to the Purchased Assets;

(xi) incur, commit to or make any material capital expenditure that would be an Assumed Liability;

(xii) incur any material indebtedness for borrowed money, enter into any capital lease or guarantee any such indebtedness, in

each case to the extent such indebtedness would constitute an Assumed Liability;

(xiii) make any material loans, advances

or capital contributions to, or investments in, any other Person with respect to the Business;

(xiv) commence, settle or propose to settle any material Actions that would

reasonably be expected to materially diminish the value of the Purchased Assets or impair title thereto or result in an Assumed Liability, including any opposition, interference, derivation proceeding, inter partes review, post-grant review,

reexamination, cancellation, audit, inquiry or proceeding that relates to, affects or would reasonably be expected to affect the ownership, scope, validity, enforceability, infringement, misappropriation, confidentiality, transferability or value of

any Intellectual Property Assets;

(xv) abandon, allow to lapse, fail to prosecute, fail to maintain, fail to pay any

required fees or annuities for, narrow, disclaim, dedicate to the public, license, sublicense, covenant not to sue under, encumber, disclose any material trade secret relating to, or otherwise impair any Intellectual Property Assets, or take any

position in prosecution, enforcement or defense of any Intellectual Property Assets that would reasonably be expected to adversely affect the scope, validity, enforceability, ownership or value thereof;

(xvi) make, authorize or fail to prevent any filing, submission, response, amendment, argument, statement, disclaimer, terminal

disclaimer, narrowing amendment, election, restriction, appeal decision, withdrawal, abandonment or other action in the prosecution, maintenance, enforcement, defense or ownership of any Intellectual Property Assets that would reasonably be expected

to adversely affect the scope, validity, enforceability, ownership, priority, duration, patentability, registrability, confidentiality, exclusivity or value of such Intellectual Property Assets;

(xvii) make any change in accounting principles materially affecting the reporting of the Purchased Assets or the Business,

other than as required by applicable Law or a Governmental Authority; or

(xviii) enter into a binding agreement or agree,

whether in writing or otherwise, to do any of the foregoing;

in each case, except as otherwise required, authorized or restricted pursuant

to this Agreement, the Bankruptcy Code, an order of the Bankruptcy Court (provided that Seller shall not seek or consent to, and shall oppose, any order of the Bankruptcy Court that would reasonably be expected to result in Seller violating its

obligations under this Agreement), any DIP Order, or as consented to in writing by Buyer.

generality of Section 7.01(a), from the date hereof until the earlier of the Closing Date or the valid termination of this Agreement, Seller shall (and shall cause its Subsidiaries to) use its commercially reasonable efforts to:

(i) preserve and maintain all Permits and Regulatory Documentation required for the conduct of the Business as currently

conducted or the ownership and use of the Purchased Assets and all applications for Permits relating to the Business or any Purchased Asset;

(ii) pay the debts, Taxes and other obligations of the Business when due,

subject to the filing of the Chapter 11 Case and good faith disputes over Taxes;

(iii) preserve and maintain the

properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear and maintain and protect the confidentiality and trade secret status of all confidential

information included in the Purchased Assets;

(iv) continue in full force and effect without modification all their

insurance policies, except as required by applicable Law;

(v) defend and protect the properties and assets included in the

Purchased Assets from infringement, misappropriation, misuse, unauthorized access, unauthorized disclosure, loss, corruption, destruction, impairment or usurpation;

(vi) perform all of its obligations under all Assigned Contracts;

(vii) maintain in effect all confidentiality, invention assignment, work-for-hire, data access, material transfer, laboratory, vendor, clinical site, investigator, research, development, manufacturing, consultant and other arrangements necessary to ensure that all

Intellectual Property Assets, Company Product data, materials, records and other work product generated for or on behalf of Seller or any of its Subsidiaries with respect to any Company Product, the Business or the Purchased Assets are owned by, or

validly assignable or transferable to, Seller and included in the Purchased Assets;

(viii) obtain or maintain valid,

enforceable and transferable confidentiality, invention assignment, work-for-hire, data access, material transfer and similar agreements from each employee and Third

Party who creates, conceives, reduces to practice, generates, accesses, uses or possesses any Intellectual Property Assets or other work product relating to the Purchased Assets;

(ix) maintain the Books and Records in accordance with past practice;

(x) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the

Purchased Assets; and

(xi) perform all of its obligations or Liabilities arising out of, in respect of or in connection

with, any DIP Order;

except if otherwise required, authorized or restricted pursuant to this Agreement, the Bankruptcy Code, an order of

the Bankruptcy Court or any DIP Order.

(d) Subject to Section 7.01(a), during the period from the date hereof until

the Closing, Seller shall, and shall cause its Subsidiaries to, use its reasonable best efforts to (i) continue the STAAR Studies as currently contemplated, including the monitoring of patients enrolled in any ongoing clinical trials of Seller

or any of its Subsidiaries relating to the Company Products; and (ii) perform or continue to perform the actions set forth in Schedule 7.01(d)(ii).

Section 7.02 Access to Information.

(a) From the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its

terms, Seller (and shall cause its Subsidiaries to) (i) afford Buyer and its Representatives full and free access during normal business hours to the offices, properties, facilities, assets, books, records, service providers and agents of

Seller and its Subsidiaries to the extent relating primarily to the Business, Purchased Assets or Assumed Liabilities; (ii) furnish Buyer and its Representatives with such financial and operating data and other information (including the work

papers of Seller’s and its Subsidiaries independent accountants upon receipt of any required consents from such accountants and subject to the execution of customary access letters) as such Persons may reasonably request to the extent

primarily related to the Business, Purchased Assets or Assumed Liabilities as Buyer or any of their Representatives may reasonably request; and (iii) instruct the service providers and Representatives of Seller and its Subsidiaries to cooperate

with Buyer in their investigation of the Business; provided, that any such access shall be afforded and any such information shall be furnished at Buyer’s expense; provided, further, that Seller will not be required to

provide Buyer or its Representatives with access to or to disclose information (A) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party entered into before the date hereof, (B) the

disclosure of which would violate applicable Law or Order, or (C) the disclosure of which would cause the loss of any attorney-client privilege, attorney work product privilege or other legal privilege; provided, further, that

with respect to the foregoing clauses (A) through (C) of the immediately foregoing proviso, Seller shall use commercially reasonable efforts to (and use commercially reasonable efforts to cause its Subsidiaries to) (1) obtain the required

consent of any third party to provide such disclosure and (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Seller. Any investigation pursuant to this Section 7.02(a)

shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or any of its Subsidiaries.

Section 7.03 Notice of Certain Events; Regulatory Submissions.

(a) From the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its

terms, Seller shall promptly notify Buyer in writing of:

(i) any fact, circumstance, event or action the existence,

occurrence or taking of which (A) has had, or would reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect, (B) has resulted in, or would reasonably be expected to result in, any representation

or warranty made by Seller hereunder not being true and correct that would reasonably be expected to result in the failure of the condition set forth in Section 8.02(c) to be satisfied or (C) has resulted in, or would reasonably be

expected to result in, the failure of any of the other conditions set forth in Section 8.02 to be satisfied;

(ii) any notice or other written communication from any Person alleging that

the consent of such Person is required in connection with the transactions contemplated by this Agreement or the entry of the approval of any order by the Bankruptcy Court;

(iii) any notice or other written communication from any Governmental Authority in connection with the transactions

contemplated by this Agreement;

(iv) any Actions commenced or, to Seller’s Knowledge, threatened against, relating

to or involving or otherwise affecting the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.06 or Section 4.11

or that relate to the consummation of the transactions contemplated by this Agreement; and

(v) any substantive or material

communication from any Regulatory Authority regarding the Company Products, including any written or oral communications from the FDA or another Regulatory Authority related to any Regulatory Documentation or any clinical trial of the Company

Products.

(b) Buyer’s receipt of information pursuant to this Section 7.03 shall not operate as a waiver or

otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement and shall not be deemed to amend or supplement the Disclosure Schedules.

(c) Subject to applicable Law, Seller shall permit Buyer a reasonable opportunity to review in advance and comment on any

substantive communication or submission by Seller or any of its Subsidiaries to any Regulatory Authority and permit Buyer (if permitted by the Regulatory Authority) the opportunity to attend any meeting or conference calls with or participate in any

inspection by a Regulatory Authority related to the Company Products, and Seller shall consider in good faith any comments or other input timely provided by Buyer with respect to any such communication or submission prior to its submission to such

Regulatory Authority.

(d) From the date hereof until the earlier of the Closing Date and the termination of this Agreement

in accordance with its terms, Seller shall promptly provide Buyer true, correct and complete copies of all material information that comes into its possession relating to each of (i) the STAAR Studies, (ii) any IND for any Company Product

and (iii) each of Module 1, Module 2 and Module 3 of the rolling BLA for the Company Product.

Section 7.04 Employees and

Employee Benefits.

(a) Buyer shall, or shall cause one of its Affiliates to, offer to engage for services, either as an

employee or independent contractor, at least 80% of the Persons set forth on Schedule 7.04(a) (each, a “Specified Individual”), which offers may be subject to customary screening procedures of Buyer (which may include background

checks) and standard new hire or engagement agreements and other requirements used by Buyer and its Affiliates in the ordinary course.

(b) Seller and its Subsidiaries shall be solely responsible, and Buyer shall

have no obligations whatsoever for, any compensation or other amounts payable to any current or former employee, officer, director, independent contractor or consultant of the Business, including, hourly pay, commission, bonus, salary, accrued

vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with Seller and its Subsidiaries at any time on or prior to the Closing Date and, subject to applicable Law, Seller and its Subsidiaries

shall pay all such amounts to all entitled persons as promptly as reasonably practicable after the Closing. Seller and its Subsidiaries shall bear any and all obligations and liability in connection with the termination of employment of any

employees by Seller and its Subsidiaries, including under the WARN Act.

solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former employees, officers, directors, independent contractors or consultants of

the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date and for providing COBRA coverage for each individual who becomes an “M&A qualified beneficiary”

(within the meaning of Treas. Reg. § 54.4980B-9) in connection with the transaction contemplated by this Agreement, until the expiration of such M&A qualified beneficiary’s continuation

rights under COBRA. Seller and its Subsidiaries also shall remain solely responsible for all worker’s compensation claims of any current or former employees, officers, directors, independent contractors or consultants of the Business which

relate to events occurring on or prior to the Closing Date. Seller and its Subsidiaries shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due.

(d) Nothing herein express or implied by this Agreement shall confer upon any Employee or Specified Individual, or legal

representative of any of them, any rights or remedies, including any right to employment or other service relationship or benefits, of any nature or kind whatsoever, under or by reason of this Agreement. The covenants contained in this

Section 7.04 are agreements solely between the Seller and the Buyer for each other’s benefit and nothing contained in this section shall be deemed to be or construed as amending any Employee Plan or any other employee benefit plan,

program or arrangement.

Section 7.05 Confidentiality. Seller shall, and shall cause its Affiliates to, hold, and shall use their

best efforts to cause their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Business, except to the extent that Seller can show that such information (a) is generally available

to and known by the public through no fault of Seller, any of their Affiliates or their respective Representatives or (b) is lawfully acquired by Seller, any of their Affiliates or their respective Representatives from and after the Closing

from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. Notwithstanding the foregoing, Seller shall be entitled to disclose (i) any information required to be disclosed by Seller

to the Bankruptcy Court, the United States Trustee, parties in interest in the Chapter 11 Case, and other Persons bidding on assets of Seller, and (ii) any information required to be disclosed by Seller pursuant to any applicable Law (including

the Bankruptcy Code), legal proceeding or Governmental Authority, provided that in each case, such

disclosure shall be limited to the information that is so required to be disclosed and the Person(s) to whom such disclosure is required. Notwithstanding anything herein to the contrary, unless

disclosure is required by applicable Law, the confidentiality of any Trade Secrets of the Business shall be maintained for so long as such Trade Secrets continue to be entitled to protection as Trade Secrets of the Business.

Section 7.06 Consents. Subject to the requirements of Section 2.05, Section 2.06, Section 6.02 and Section 7.03,

Seller and Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents and approvals contemplated by this Agreement.

Section 7.07 Books and Records. Seller (or any subsequently appointed bankruptcy estate representative, including a Chapter 7 trustee,

Chapter 11 trustee, liquidating trust, liquidating trustee, a plan administrator or any other successor entity pursuant to a Chapter 11 plan confirmed by the Bankruptcy Court) and Buyer agree that each of them shall preserve and keep the books and

records held by it related to the pre-Closing Business for a period commencing on the date hereof and ending at such date on which an orderly wind-down of Seller’s operations has occurred in the

reasonable judgment of Buyer and Seller (or any subsequently appointed bankruptcy estate representative) and shall make such books and records available to the other Party (and permit any such other party to make extracts and copies of such books

and records at its own expense) as may reasonably required by such other party in connection with, among other things, any insurance claims by, legal proceedings or Tax proceedings against or governmental investigations of Seller or Buyer or in

order to enable Seller or Buyer to comply with their respective obligations under this Agreement and each Ancillary Document. In the event Seller, on the one hand, or Buyer, on the other hand, wish to destroy such records, the relevant party shall

first give twenty days’ prior written notice to the other party and such other party shall have the right at its option and expense, upon prior written notice given within that twenty day period, to take possession of the records within thirty

days after the date of such notice.

Section 7.08 Public Announcements. Neither Seller nor Buyer shall issue any press release or

public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other Party, unless, disclosure is otherwise required by applicable Law (including federal or state securities

Laws) or by the Bankruptcy Court with respect to filings to be made with the Bankruptcy Court in connection with this Agreement, provided that the party intending to make such release shall use its best efforts consistent with such applicable

Law or Bankruptcy Court requirement to consult with the other Party with respect to the text thereof. Notwithstanding the foregoing, Seller shall be permitted (unless otherwise required under Section 6.02(e)), without the prior written consent

of Buyer, to make any commercially reasonable public announcement, press release, court filing, notice, or other public communication (each, a “Bankruptcy Disclosure”) that: (i) is required by the Bankruptcy Court, any Order

of the Bankruptcy Court (including the Bidding Procedures Order), or any provision of the Bankruptcy Code or the Federal Rules of Bankruptcy Procedure; (ii) relates to the marketing of the Purchased Assets, the solicitation of Qualified Bids

(as such term is defined in the Bidding Procedures), the Auction (if any) to be conducted pursuant to the Bidding Procedures Order, the Bidding Procedures, the auction timeline or schedule, the Sale Hearing, or the deadline for submitting Qualified

Bids, in each case solely as contemplated by or consistent with the proposed Bidding Procedures substantially in the form of Exhibit B attached hereto and with the Bidding Procedures Order once entered by the Bankruptcy Court; or

(iii) constitutes a filing with, notice or submission to or communication directed to the Bankruptcy Court or any party in interest in the Chapter 11 Case.

Section 7.09 Further Assurances. Subject to the other provisions of this Agreement,

each of Buyer and Seller shall use commercially reasonable efforts to (a) take all actions reasonably necessary or appropriate to consummate the transactions contemplated by this Agreement, (b) provide the other Party with reasonable

cooperation and take such actions as such other parties may be reasonably request in connection with the consummation of the transactions contemplated herein, and (c) cause the fulfillment at the earliest practicable date of all of the

conditions to its obligations to consummate the transactions contemplated herein. If requested by Buyer, Seller will transfer to Buyer the personnel records of any Employees who accept an offer of post-Closing employment with Buyer, except for such

personnel records the disclosure of which would violate applicable Law.

Section 7.10 Wrong Pockets. If following the Closing either

Buyer or Seller becomes aware that any of the Purchased Assets have not been transferred to Buyer or that any of the Excluded Assets have been transferred to Buyer, it shall promptly notify the other and the Parties shall, as soon as reasonably

practicable thereafter, ensure that such property is transferred, at the expense of the party that is seeking the assets to be transferred to it, to (a) Buyer, in the case of any Purchased Assets which were not transferred to Buyer at or in

connection with the Closing, or (b) Seller, in the case of any Excluded Assets which were transferred to Buyer at the Closing.

Section 7.11 No Successor Liability. The Parties intend that, except where expressly prohibited under applicable Law, upon the Closing,

Buyer shall not be deemed to: (i) be the successor of Seller or any of its Subsidiaries, (ii) have, de facto, or otherwise, merged with or into Seller or any of its Subsidiaries, (iii) be a mere continuation or substantial

continuation of Seller or any of its Subsidiaries or the enterprise(s) of Seller or any of its Subsidiaries, or (iv) be liable for any acts or omissions of Seller or any of its Subsidiaries in the conduct of the Business or arising under or

related to the Purchased Assets other than as set forth in this Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Parties intend that Buyer shall not be liable for any Lien (other

than Assumed Liabilities and Permitted Liens) against Seller or any of its Subsidiaries or any of Seller’s or any of its Subsidiaries’ predecessors or Affiliates, and Buyer shall have no successor or vicarious liability of any kind or

character whether known or unknown as of the Closing Date, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business, the Purchased Assets or any Liabilities of Seller or any of its Subsidiaries arising

prior to, or relating to any period occurring prior to, the Closing Date. The Parties agree that the provisions substantially in the form of this section shall be reflected in the Sale Order.

Section 7.12 Transition Services Agreement. Following the date hereof, the Parties agree to negotiate the Transition Services Agreement

in good faith consistent with the terms set forth on Exhibit D.

Section 7.13 Transfer Taxes. Buyer and Seller shall cooperate in

good faith to minimize, to the extent permissible under applicable Law, the amount of any Transfer Taxes due with respect to the transactions contemplated herein. Seller shall, in good faith, and with the cooperative efforts of Buyer, attempt to

obtain in the Sale Order an exemption from Transfer Taxes pursuant to Section 1146(a) of the Bankruptcy Code, provided, however, inclusion of such an exemption in the Sale Order is not a condition to Closing and a failure of the Sale

Order to include such an exemption shall not be a breach of this Agreement.

ARTICLE VIII

CONDITIONS TO CLOSING

Section 8.01 Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this

Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

(a) No

Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting

consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

(b) The Bankruptcy Court shall have entered the Bidding Procedures Order and the Sale Order and each of such orders shall be a

Final Order providing for a sale of the Purchased Assets free and clear of any Liens and this Agreement shall become effective in accordance with the terms of such orders.

Section 8.02 Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement

shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:

(a) Seller shall have complied with the sale process deadlines set forth in the Bidding Procedures Order and any order amending

such Bidding Procedures Order in accordance with this Agreement.

(b) Seller shall have delivered to Buyer all the items

set forth in Section 3.02(a).

Fundamental Representations shall be true and correct (disregarding for this purpose all qualifications or exceptions in such representations and warranties relating to materiality or Seller Material Adverse Effect), in each case as of the date

hereof and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (other than representations and warranties that by their terms address matters only as of

another specified date, which shall be so true and correct in all material respects only as of such other specified date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably

be expected to have, individually or in the aggregate, a Seller Material Adverse Effect; and the Fundamental Representations shall be true and correct in all material respects, in each case as of the date hereof and as of the Closing Date, with the

same force and effect as though all such representations and warranties had been made as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and

correct in all material respects only as of such other specified date).

(d) Seller shall have duly performed and complied in all material respects

with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

(e) Reserved.

(f) There shall not have occurred any Seller Material Adverse Effect.

(g) As of immediately prior to the Closing, at least 80% of the Persons set forth on Schedule 8.02(g) continue to be employed

by or acting as a consultant to Seller or any of its Subsidiaries.

(h) All Liens relating to the Purchased Assets shall

have been released in full, other than Permitted Liens that will be removed or released upon the Closing by operation of the Sale Order, and Seller shall have delivered to Buyer written evidence, in form satisfactory to Buyer in its sole discretion,

of the release of such Liens.

(i) Buyer shall have received a certificate from Seller, dated the Closing Date and signed

by a duly authorized officer of Seller, that each of the conditions set forth in Section 8.02(c), Section 8.02(d) and Section 8.02(f) have been satisfied (the “Seller’s Closing

Certificate”).

(j) Buyer shall have received a certificate of an authorized officer of Seller certifying that

attached thereto are true, correct and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the

transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.

(k) Buyer shall have received a certificate of an authorized officer of Seller certifying the names and signatures of the

officers of Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder.

(l) The Bankruptcy Court shall have entered an order, which may be the Sale Order, providing for the assumption and assignment

of all Assigned Contracts to which Seller and any Essential Counterparty are parties, and such order shall have become a Final Order.

Section 8.03 Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement

shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties made by Buyer in this Agreement shall be true and correct in all respects, in each case

as of the date hereof and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (other than representations and warranties that by their terms address matters

only as of another specified date, which shall be so true and correct only as of such other specified date), except where the failure of such representations and warranties to be true and correct would not have a Buyer Material Adverse Effect.

(b) Buyer shall have duly performed and complied in all material respects

with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

(c) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that

each of the conditions set forth in Section 8.03(a) and Section 8.03(b) have been satisfied (the “Buyer’s Closing Certificate”).

(d) Buyer shall have delivered such other documents and deliveries set forth in Section 3.02(b).

ARTICLE IX

TERMINATION

Section 9.01 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by the mutual written consent of Seller and Buyer;

(b) by Buyer by written notice to Seller if:

(i) Buyer is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or

failure to perform any representation, warranty, covenant or agreement made by Seller pursuant to this Agreement that would give rise to the failure of any of the conditions specified in ARTICLE VIII and such breach, inaccuracy or failure is

incapable of being cured by the End Date or if curable by the End Date, has not been cured by Seller within the earlier of (A) ten days of Seller’s receipt of written notice of such breach from Buyer and (B) five Business Days prior

to the End Date; or

(ii) the Closing has not occurred on or before September 15, 2026 (the “End

Date”), unless the failure to close by such date shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by Buyer prior to the Closing;

(i) Seller is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or

failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in ARTICLE VIII and such breach, inaccuracy or failure is

incapable of being cured by the End Date or if curable by the End Date, has not been cured by Buyer within the earlier of (A) ten days of Buyer’s receipt of written notice of such breach from Seller and (B) five Business Days prior

to the End Date; or

(ii) the Closing has not occurred on or before the End Date, unless such

failure shall be due to the failure of Seller to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing;

(d) by Buyer or Seller in the event that (i) there shall be any Law that makes consummation of the transactions

contemplated by this Agreement illegal or otherwise prohibited or (ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall

have become final and non-appealable;

(e) by Buyer, if (i) Seller or any

Affiliate of Seller seeks or otherwise takes material steps in furtherance of, or does not use commercially reasonable efforts to oppose any other Person in seeking, an order of the Bankruptcy Court dismissing the Chapter 11 Case or converting it to

a case under Chapter 7 of the Bankruptcy Code, (ii) Seller or any Affiliate of Seller seeks or otherwise takes material steps in furtherance of, or does not use commercially reasonable efforts to oppose any other Person in seeking, the entry of

an order by the Bankruptcy Court appointing a trustee in the Chapter 11 Case or an examiner with enlarged powers relating to the operation of the Business, (iii) the Bankruptcy Court abstains from hearing the Chapter 11 Case (or any subsequent

chapter 7 case), (iv) the Bankruptcy Court orders, for any reason, an order of a type identified in clauses (i) through (iii) above, or (v) the Bankruptcy Court enters an order pursuant to Section 362 of the Bankruptcy Code lifting

the automatic stay with respect to any material Purchased Assets;

(f) by Buyer, if (i) following entry by the

Bankruptcy Court of the Bidding Procedures Order, such order is (A) amended, modified or supplemented in any manner adverse to Buyer without Buyer’s prior written consent or (B) voided, reversed or vacated or is subject to a stay

such that the Bidding Procedures Order is not in full force and effect as of the date set forth in Section 9.01(g) below or (ii) following entry by the Bankruptcy Court of the Sale Order, the Sale Order is (A) amended, modified or

supplemented in any manner adverse to Buyer without Buyer’s prior written consent or (B) voided, reversed or vacated or is subject to a stay such that the Sale Order is not in full force and effect as of the date set forth in

Section 9.01(g) below;

(g) by Buyer, if (i) the Bankruptcy Court shall not have entered the Bidding Procedures

Order on or before the earlier of seven Business Days after the Petition Date, as such date may be extended by mutual agreement of Seller and Buyer or (ii) an order of any court in any jurisdiction shall be entered relating to the Chapter 11

Case of Seller (x) staying for a period in excess of 10 days, vacating or reversing the Bidding Procedures Order or (y) materially amending, supplementing or otherwise modifying the Bidding Procedures Order in a manner that results in the

Bidding Procedures Order no longer being reasonably acceptable to Buyer;

(h) by Buyer, if the Bankruptcy Court shall not have entered the Sale Order

on or before the date that is 50 days after entry of the Bidding Procedures Order, or following entry thereof such order shall have been voided, reversed, vacated or made subject to a stay;

(i) by Buyer, if the Bidding Procedures Order is entered by the Bankruptcy Court and the Auction is not held on or before the

date that is 42 days after entry of the Bidding Procedures Order, unless an Auction is not required to be held pursuant to the terms of the Bidding Procedures;

(j) by Buyer, if Seller withdraws or seeks authority to withdraw the Sale Motion; provided, however that this subsection

shall not apply to any amendment of the Sale Motion by Seller in a manner that is not inconsistent with this Agreement;

(k) by Buyer, if Buyer is not selected as Successful Bidder or the Backup Bidder following the conclusion of the Auction;

(l) by Buyer, if Buyer is selected as the Backup Bidder, if Seller fails to provide notice to Buyer, on or before the Backup

Bid Outside Date, that Seller has terminated any Competing Transaction and that Seller has elected to complete the transactions contemplated by this Agreement;

(m) automatically, upon the consummation of a Competing Transaction;

(n) by Buyer, upon the occurrence of any event of default arising out of, in respect of or in connection with any DIP Order

that has not been cured (if susceptible to cure under the terms of any DIP Order) or waived by any DIP lender in accordance with the terms of any such DIP Order;

(o) by Buyer or Seller, if the Bankruptcy Court enters an order denying approval of the Sale Order and such order shall have

become a Final Order; or

(p) automatically, upon the consummation of a Plan Sponsor Alternative with respect to the

Acquired Assets.

Section 9.02 Backup Bidder. If an Auction is conducted, and Buyer is not the Successful Bidder, Buyer shall, if its

bid is determined to be the next highest bid, serve as Backup Bidder. If Buyer is the Backup Bidder, Buyer shall be required to keep its bid to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this

Agreement (as the same may be improved upon by Buyer in the Auction) open and irrevocable until 11:59 p.m. (prevailing Central Time) on the earlier of (i) 28 days after entry of the relevant Sale Order and (ii) the date on which the Competing

Transaction closes (as such date may be extended in accordance with this Section 9.02, the “Backup Bidder Outside Date”); provided, however that as Backup Bidder, Buyer, may, in its sole and absolute

discretion, extend the Backup Bidder Outside Date by giving written notice to Seller at least two Business Days before the Backup Bidder Outside Date (or before the end of any applicable extension thereof) of the new Backup Bidder Outside Date.

Subject to the terms of the Sale Order, following the Sale Hearing and prior to the Backup Bidder Outside Date, if the Successful Bidder fails to consummate the applicable

Competing Transaction as a result of a breach or failure to perform on the part of such Successful Bidder, Buyer as Backup Bidder will be deemed to have the new prevailing bid, and Seller will be

authorized, without further order of the Bankruptcy Court, but subject to the Sale Order, to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement.

Section 9.03 Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement

shall forthwith become void and there shall be no liability on the part of any Party except:

(a) as set forth in this

ARTICLE IX and ARTICLE X hereof; and

(b) that nothing herein shall relieve any Party from liability for any breach of any

provision hereof.

Section 9.04 Termination Fee.

(a) (a) If this Agreement is terminated in accordance with Section 9.01(b), Section 9.01(c)(ii),

Section 9.01(d), Section 9.01(e), Section 9.01(f), Section 9.01(h), Section 9.01(j), Section 9.01(k), Section 9.01(l), Section 9.01(m), Section 9.01(n), Section 9.01(o) or Section 9.01(p), then,

in any such case, Seller shall pay to Buyer by wire transfer of immediately available funds within five Business Days following such termination of this Agreement an amount equal to the reasonable and documented out-of-pocket costs and expenses (including fees and expenses of counsel) incurred by Buyer in connection with or related to the authorization, preparation, investigation, negotiation, execution and

performance of this Agreement, any of the ancillary agreements, the transactions contemplated hereby and thereby (including the Chapter 11 Case and other judicial and regulatory proceedings related to such transactions) and the approval by the

Bankruptcy Court of the foregoing, in an amount not to exceed $500,000 in the aggregate (the “Expense Reimbursement”). In the event such termination is pursuant to Section 9.01(b), Section 9.01(c)(ii),

Section 9.01(f)(ii), Section 9.01(h), Section 9.01(j), Section 9.01(k), Section 9.01(l), Section 9.01(m), Section 9.01(n), Section 9.01(o) or Section 9.01(p), then, in addition to the Expense

Reimbursement, Seller shall pay to Buyer in cash an amount equal to four percent of the Closing Consideration (the “Termination Fee”). The claim of Buyer in respect of the Expense Reimbursement and the Termination Fee shall

constitute a super-priority an administrative expense claim, senior to all other administrative expense claims of Seller, as administrative expenses under sections 503 and 507(b) of the Bankruptcy Code in the Chapter 11 Case. The Termination Fee

shall be paid by wire transfer of immediately available funds within five Business Days following, as applicable (y) the consummation of a Competing Transaction and solely from the proceeds received by Seller at the closing of such Competing

Transaction, or (z) in the event of termination pursuant to Section 9.01(p), upon the effective date of any Chapter 11 plan. If Seller fails to pay in a timely manner any amount due pursuant to either of the first two sentences of this

Section 9.04(a), then (i) Seller shall reimburse Buyer for all reasonable and documented out-of-pocket costs and expenses (including disbursements and fees of

counsel) incurred in the successful collection of such overdue amount, including in connection with any related Actions and (ii) Seller shall pay to Buyer interest on the applicable amount(s) payable pursuant to the first two sentences of this

Section 9.04(a) from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made.

(b) Each of the parties to this Agreement acknowledges and agrees that the

agreements contained in this Section 9.04 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the other parties would not enter into this Agreement. Each of the parties further

acknowledges that the payment by Seller of the Termination Fee and Expense Reimbursement is not a penalty, but rather liquidated damages in a reasonable amount that will compensate Buyer, together with any additional damages to which Buyer may be

entitled hereunder, in the circumstances in which such Termination Fee and Expense Reimbursement is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and

on the expectation of the consummation of the transactions contemplated herein, which amount would otherwise be impossible to calculate with precision. Buyer’s receipt in full of the Termination Fee and Expense Reimbursement, together with

interest or collection expenses, if any, due and payable as provided herein, shall be the sole and exclusive monetary remedy of Buyer against Seller, and Seller shall have no further liability or obligation, under this Agreement or relating to or

arising out of any such breach of this Agreement or failure to consummate the transactions contemplated herein. The obligation to pay the Termination Fee and Expense Reimbursement in accordance with the provisions of this Section 9.04 will

(i) be binding upon and enforceable against Seller immediately upon the Bankruptcy Court’s entering the Bidding Procedures Order, (ii) not be terminable or dischargeable thereafter for any reason, (iii) survive any subsequent

conversion or dismissal or consolidation of the Chapter 11 Case and any plan of reorganization or liquidation in such case, and (iv) survive the subsequent termination of this Agreement by any means. The obligations to pay Buyer the Termination

Fee and Expense Reimbursement, as and when required under this Agreement, are intended to be, and upon entry of the Bidding Procedures Order are, binding upon (A) Seller, (B) any successors or assigns of Seller, (C) any trustee, examiner

or other representative of Seller’s estate, (D) the reorganized Seller and (E) any other entity vested or revested with any right, title or interest in or to Seller, or any other Person claiming any rights in or control (direct or

indirect) over Seller (each of (A) through (E), a “Successor”) as if such Successor were the Seller hereunder. The obligation of Seller to pay Buyer the Termination Fee and Expense Reimbursement, as and when required under

this Agreement, may not be discharged under Sections 1141 or 727 of the Bankruptcy Code or otherwise and may not be abandoned under Section 554 of the Bankruptcy Code or otherwise.

Agreement to cause the Closing and performance of this Agreement and (ii) concurrently pursue the payment of the Termination Fee and Expense Reimbursement, but under no circumstances shall Buyer be permitted or entitled to receive both

(A) the remedy of specific performance to cause the Closing and (B) the payment of the Termination Fee or Expense Reimbursement.

ARTICLE X

MISCELLANEOUS

Section 10.01 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing

(including electronic mail (“e-mail”) transmission (to the extent that no “bounce back” or similar message indicating non-delivery is

received with respect thereto)) and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt

requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal

business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or

at such other address for a party as shall be specified in a notice given in accordance with this Section 10.01):

if to Buyer, to:

Astellas Gene Therapies, Inc.

480 Forbes Boulevard

South San

Francisco, CA 94080

Attention: President

with a copy (which shall not constitute notice) to:

Astellas US LLC

2375 Waterview

Drive

Northbrook, IL 60062

Attention: General Counsel

Covington & Burling LLP

30 Hudson Yards

New York, NY

10001

Attention: Jack S. Bodner

E-mail: JBodner@cov.com

and

Covington &

Burling LLP

1999 Avenue of the Stars

Los Angeles, CA 90067

Attention:

Abigail O’Brient

E-mail: AOBrient@cov.com

if to Seller prior to the Closing Date, to:

Sangamo Therapeutics, Inc.

501

Canal Boulevard

Richmond, CA 94804

Attention: Legal

with a copy (which shall not constitute notice) to:

Cooley LLP

55 Hudson Yards

New York, NY 10001

Attention:

Cullen Speckhart

Lauren Reichardt

Lindsey O’Crump Crow

Email:

cspeckhart@cooley.com

lreichardt@cooley.com

locrump@cooley.com

Section 10.02 No Survival of Representations and Warranties. The representations and warranties contained herein and in any certificate

or other writing delivered pursuant hereto shall not survive the Closing Date. Each of Seller and Buyer agree that the covenants contained in this Agreement to be performed (i) prior to the Closing shall expire at the Closing and (ii) at

or after the Closing will survive the Closing hereunder until the expiration of the applicable statute of limitations or for such shorter period explicitly specified therein, and each party to this Agreement will be liable to the other parties after

the Closing for any breach thereof.

Section 10.03 Expenses. Except as otherwise expressly provided herein, all costs and expenses,

including, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

Section 10.04 Entire Agreement. This Agreement and the Ancillary Documents constitute the entire agreement between the parties with

respect to the subject matter contained herein and therein and supersede all prior agreements and understandings, both oral and written, between the parties with respect to such subject matter. In the event of any inconsistency between the

statements in the body of this Agreement and those in the Ancillary Documents, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will

control.

Section 10.05 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of

this Agreement.

Section 10.06 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any

jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any

term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that

the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 10.07 Binding Effect; Benefit; Assignment.

(a) The provisions of this Agreement shall be binding on and shall inure to the benefit of the Parties and their respective

successors and assigns.

(b) No party may assign, delegate or otherwise transfer any of its rights or obligations under

this Agreement without the prior written consent of each other Party, except that Buyer may transfer or assign its respective rights and obligations under this Agreement, in whole or from time to time in part, (i) to one or more of its

Affiliates at any time, or (ii) as collateral to any financing sources at any time; provided that such transfer or assignment shall not relieve Buyer of its obligations hereunder or enlarge, alter or change any obligation of any other

Party or due to Buyer or Seller (including the Milestone Payment(s)); provided, further, that in no event shall Seller assign any of its rights or obligations under this Agreement unless Seller also assigns all of its rights and

obligations under all Ancillary Agreements to which it is party to the same assignee.

Section 10.08 No Third Party Beneficiaries.

Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the Parties) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 10.09 Amendment and Waivers.

(a) Any provision of this Agreement may be amended or waived prior to the Closing Date if, but only if, such amendment or

waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof

nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or

remedies provided by applicable Law.

Section 10.10 Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FEDERAL BANKRUPTCY LAW, TO THE EXTENT APPLICABLE, AND

WHERE STATE LAW IS IMPLICATED, THE INTERNAL LAWS OF THE STATE OF DELAWARE SHALL GOVERN, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF DELAWARE.

(b) THE PARTIES AGREE THAT, DURING THE PERIOD FROM THE DATE HEREOF UNTIL THE DATE ON WHICH THE CHAPTER 11 CASE IS CLOSED OR

DISMISSED (THE “BANKRUPTCY PERIOD”), ANY SUIT, ACTION OR PROCEEDING SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF OR IN CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE

BROUGHT EXCLUSIVELY IN THE BANKRUPTCY COURT. THE PARTIES FURTHER AGREE

THAT, FOLLOWING THE BANKRUPTCY PERIOD, ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE BROUGHT AGAINST ANY OF THE PARTIES

EXCLUSIVELY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE OR ANY STATE COURT OF THE STATE OF DELAWARE AND EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION OF SUCH COURT (AND OF THE APPROPRIATE APPELLATE

COURTS THEREFROM) AND, DURING THE BANKRUPTCY PERIOD, THE BANKRUPTCY COURT (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT

IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN SUCH COURTS OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN SUCH COURTS HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. PROCESS IN ANY SUCH

SUIT, ACTION OR PROCEEDING MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD, WHETHER WITHIN OR WITHOUT THE JURISDICTION OF THE BANKRUPTCY COURT, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE OR ANY STATE COURT OF THE STATE OF

DELAWARE. WITHOUT LIMITING THE FOREGOING, EACH PARTY AGREES THAT SERVICE OF PROCESS ON SUCH PARTY IN THE MANNER AS PROVIDED IN SECTION 10.01 FOR NOTICES SHALL BE DEEMED EFFECTIVE SERVICE OF PROCESS ON SUCH PARTY.

(c) EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR

RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 10.11 Specific Performance. The Parties agree that

irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, that money damages or other legal remedies would not be an adequate remedy for any such damage, and that the parties shall be

entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof (without proof of damages) in any federal court located in the State of Delaware or any

Delaware state court, in addition to any other remedy to which they are entitled at law or in equity. Each party agrees that no other party or Person shall be required to obtain, furnish, post or provide any bond or other security or instrument in

connection with any remedy referred to in this Section 10.11, and each party irrevocably waives any right that it may have to require the obtaining, furnishing, posting or provision of any such bond or other security or instrument. If, prior to

the End Date, any party brings any action, suit or proceeding in accordance with this Section 10.11 to enforce specifically the performance of the terms and provisions hereof by any other party, the End Date shall automatically be extended by

(i) the amount of time during which such action, suit or proceeding is pending, plus 20 Business Days or (ii) such other time period established by the court presiding over such action, suit or proceeding, as the case may be.

Section 10.12 Counterparts; Effectiveness. This Agreement may be signed manually or by

facsimile or other electronic transmission by the parties (including in .pdf, .tiff, .jpg or similar format), in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon

the same instrument. This Agreement shall become effective when each Party shall have received a counterpart hereof signed by all of the other Parties. Until and unless each party has received a counterpart hereof signed by the other Party, this

Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 10.13 No Recourse.

(a) Notwithstanding anything in this Agreement or in any other Ancillary Document, the Parties hereby acknowledge and agree

that, except to the extent a Person is a named party to this Agreement, and then only to the extent of the specific obligations of such Parties set forth in this Agreement, no Person, including any current, former or future director, officer,

employee, incorporator, member, manager, partner, investor, shareholder, agent, Representative, or Affiliate of any (collectively, the “Non-Recourse Parties”), shall have any liability

hereunder or in connection herewith, and each Party shall have no recourse against, any Non-Recourse Party or any other Person other than the other Party in connection with any liability, claim or cause of

action arising out of, or in relation to, this Agreement, any other Ancillary Document or the transactions contemplated hereby and thereby, other than in the case of fraud.

(b) Effective as of the Closing, except for any rights or obligations under this Agreement and the other Ancillary Documents,

each of Seller and Buyer (each a “Releasing Party”), to the fullest extent permissible under the Law, mutually releases and discharges each other Releasing Party and such Releasing Parties’ respective current and former

predecessors, successors, Affiliates (regardless of whether such interests are held directly or indirectly), assigns, subsidiaries, direct and indirect equity holders, funds, portfolio companies, management companies, current, and former directors,

officers, members, employees, partners, managers, independent contractors, agents, representatives, principals, professionals, consultants, financial advisors, attorneys, accountants, investment bankers, advisory board members, investment advisors,

and other professionals, each in their capacity as such (collectively, in such capacity, the “Released Parties” and each a “Released Party”), from any and all claims, interests, obligations, rights, suits,

damages, causes of action, remedies, and liabilities of every kind, nature and description whatsoever, which such Releasing Party ever had, now has or may have on or by reason of any matter, cause or thing, including any derivative claims that such

Releasing Party (or someone on its behalf) would have been legally entitled to assert, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that such Releasing Party would have been legally

entitled to assert in their own right (whether individually or collectively) or on behalf of a holder of any claim against a Releasing Party, based on or relating to, or in any manner arising from, in whole or in part, Seller, the purchase, sale, or

rescission of Seller, the subject matter of, or the transactions or events giving rise to, any claim, Seller’s in- or

out-of-court restructuring efforts, intercompany transactions, the transactions contemplated hereby, entry into this Agreement, the Chapter 11 Case, the formulation,

preparation, dissemination, negotiation,

filing, or consummation of the transactions contemplated hereby, this Agreement, or any restructuring transaction, Contract, instrument, release, or other agreement or document created or entered

into in connection with the transactions contemplated hereby, this Agreement, the filing of the Chapter 11 Case, the pursuit of the transactions contemplated hereby, or upon any other related act or omission, transaction, agreement, event, or other

occurrence taking place on or before the Closing Date related or relating to the foregoing; provided, however, that notwithstanding the foregoing, no claims of Buyer arising under or related to that certain License Agreement between Buyer and Seller

dated as of December 18, 2024, as amended from time to time, shall be released or discharged pursuant to this Section 10.13.

(c) By its receipt of the Purchase Price hereunder, Seller shall have received reasonably equivalent value for the Purchased

Assets sold or otherwise conveyed to the Buyer under this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above

by their respective officers thereunto duly authorized.

ASTELLAS GENE THERAPIES, INC.

By:

/s/ Erin Kimbrel

Name: Erin Kimbrel

Title: Head, Cell and Gene Therapy Research

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above

by their respective officers thereunto duly authorized.

SANGAMO THERAPEUTICS, INC.

By:

/s/ Alexander Macrae

Name: Dr. Alexander Macrae, M.B., Ch.B., Ph.D.

Title: Chief Executive Officer

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