0001047469-12-007049 Sample Contracts

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Investors’ Rights Agreement • July 5th, 2012 • OvaScience, Inc. • In vitro & in vivo diagnostic substances • Delaware

• Contract Type
  Investors’ Rights Agreement
• Filed
  July 5th, 2012
• Company
  OvaScience, Inc.
• Industry
  In vitro & in vivo diagnostic substances
• Jurisdiction
  Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 29th day of March, 2012, by and among OvaScience, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. THE GENERAL HOSPITAL CORPORATION EXCLUSIVE LICENSE AGREEMENT MGH Agreement No: A209968 MGH Case Nos: 02595 and 21131

License Agreement • July 5th, 2012 • OvaScience, Inc. • In vitro & in vivo diagnostic substances • Massachusetts

• Contract Type
  License Agreement
• Filed
  July 5th, 2012
• Company
  OvaScience, Inc.
• Industry
  In vitro & in vivo diagnostic substances
• Jurisdiction
  Massachusetts

This Exclusive License Agreement (“Agreement”) is made as of the 27th day of June, 2011 (“Effective Date”), by and between OvaScience, Inc., a Delaware corporation, having a principal place of business at The Prudential Tower, 800 Boylston Street, Suite 1555, Boston, MA 02199 (“Company”) and The General Hospital Corporation, d/b/a Massachusetts General Hospital, a not-for-profit Massachusetts corporation, with a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties”.

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Amendment No. 1 To The Exclusive License Agreement

OvaScience, Inc. • July 5th, 2012 • In vitro & in vivo diagnostic substances • Massachusetts

• Company
  OvaScience, Inc.
• Filed
  July 5th, 2012
• Industry
  In vitro & in vivo diagnostic substances
• Jurisdiction
  Massachusetts

This Amendment No. 1 (this “Amendment”) to the Exclusive License Agreement between OvaScience, Inc. (“Company”) and The General Hospital Corporation, (“Hospital”) dated June 27, 2011 (the “Agreement”), is effective as of September 7, 2011. Capitalized terms used but not defined in this Amendment shall, unless the context otherwise requires, have the meanings specified in the Agreement.