0001193125-14-457223 Sample Contracts

LICENSE AGREEMENT between AAVENUE THERAPEUTICS and THE CHILDREN’S HOSPITAL OF PHILADELPHIA®
License Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

This License Agreement (the “Agreement”) is entered into this 14th day of October, 2013 (the “Effective Date”), by and between AAVenue Therapeutics, LLC, a limited liability company organized and existing under the laws of Delaware and having a principal place of business at 34th and Civic Center Blvd, Philadelphia, PA 19104 (“Company”), and The Children’s Hospital of Philadelphia®, a non-profit entity organized and existing under the laws of Pennsylvania and having a principal place of business at 34th and Civic Center Boulevard, Philadelphia, PA 19104 (“CHOP”). Each of Company and CHOP may be referred to as a “Party” and both Company and Licensor may be collectively referred to as the “Parties”.

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SPARK THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENT GRANTED UNDER 2014 STOCK INCENTIVE PLAN
Restricted Stock Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

This Restricted Stock Agreement (the “Agreement”) is made this [ ] day of [ ], 20[ ], between [Company], a Delaware corporation (the “Company”), and [ ] (the “Participant”).

LICENSE AGREEMENT between GENABLE TECHNOLOGIES LIMITED and SPARK THERAPEUTICS, LLC
License Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This License Agreement (the “Agreement”) is entered into this 18th day of March, 2014 (the “Effective Date”), by and between Genable Technologies Limited, organized and existing under the laws of Ireland, and having a principal place of business at Media House, South County Business Park, Leopardstown, Dublin 18, Ireland (“Genable”) and Spark Therapeutics, LLC, organized and existing under the laws of Delaware, USA, and having a principal place of business at 3501 Civic Center Boulevard, Philadelphia, PA 19104, USA (“Spark”).

UNIVERSITY Of PENNSYLVANIA Patent License Agreement
Patent License Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania

This Patent License Agreement (this “Agreement”) is between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), and Spark Therapeutics, Inc., a Delaware corporation (“Company”). This Agreement is being signed on December 2, 2014 (the “Execution Date”). This Agreement will become effective on December 2, 2014(the “Effective Date”).

LICENSE AGREEMENT BY AND BETWEEN PFIZER INC. AND SPARK THERAPEUTICS, INC. Dated as of December 6, 2014
License Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This License Agreement (the “Agreement”) is entered into and made effective as of December 6, 2014 (the “Effective Date”), by and between Pfizer Inc., a corporation organized and existing under the laws of the State of Delaware with offices at 235 East 42nd Street, New York, New York 10017 (“Pfizer”) and Spark Therapeutics, Inc. a corporation organized and existing under the laws of the State of Delaware with offices at 3737 Market Street, Suite 1300, Philadelphia, Pennsylvania 19104 (“Spark”). Pfizer and Spark are referred to herein individually as a “Party” and collectively as the “Parties”.

MASTER RESEARCH SERVICES AGREEMENT
Master Research Services Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania

This Master Research Services Agreement (this “Agreement”) is made this 14th day of October, 2013 (the “Effective Date”) by and between The Children’s Hospital of Philadelphia, with a principal address at 34th Street and Civic Center Boulevard, Philadelphia, Pennsylvania (“CHOP”), and AAVenue Therapeutics, LLC, a Delaware limited liability company with a principal address at 34th Street and Civic Center Boulevard, Philadelphia, Pennsylvania (“AAVT”). CHOP and AAVT may each be referred to herein as a “Party” and together as the “Parties”.

SERVICES AGREEMENT
Services Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania

THIS SERVICES AGREEMENT is entered into this 26th day of December, 2013, by and between The Children’s Hospital of Philadelphia, a Pennsylvania nonprofit corporation (“Provider”) and Spark Therapeutics, LLC, (“Recipient”) a Delaware limited liability company and is effective as of March 14, 2013 (“Effective Date”).

MANUFACTURING AGREEMENT
Manufacturing Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This Manufacturing Agreement (this “Agreement”) is made this 18th day of March, 2014 (the “Effective Date”) by and between Spark Therapeutics, LLC, a Delaware limited liability company with a principal address at 3501 Civic Center Boulevard, Philadelphia, Pennsylvania 19104, USA (“Spark”), and Genable Technologies Limited, a limited liability company with a principal address at c/o Delta Partners, Media House, South County Business Park, Leopardstown, Dublin 18, Ireland (“Genable”). Spark and Genable may each be referred to herein as a “Party” and together as the “Parties”.

DEVELOPMENT CONSULTANCY AGREEMENT between GENABLE TECHNOLOGIES LIMITED and SPARK THERAPEUTICS, LLC
Development Consultancy Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This Development Consultancy Agreement (the “Agreement”) is entered into this 18th day of March, 2014 (the “Effective Date”), by and between Genable Technologies Limited, organized and existing under the laws of Ireland, and having a principal place of business at Media House, South County Business Park, Leopardstown, Dublin 18, Ireland (“Genable”) and Spark Therapeutics, LLC, organized and existing under the laws of Delaware, USA, and having a principal place of business at 34th Street and Civic Center Boulevard, 5th Floor, Philadelphia, PA 19104, USA (“Spark”).

TECHNOLOGY ASSIGNMENT AGREEMENT
Technology Assignment Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania

This Technology Assignment Agreement (this “Agreement”) is entered into this 14th day of October, 2013 (“Effective Date”) by and between The Children’s Hospital of Philadelphia® (“CHOP”) and AAVenue Therapeutics, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Amended and Restated Limited Liability Company Agreement of the Company, dated as of October 14, 2013, as amended from time to time.

LEASE by and between WEXFORD-UCSC 3737, LLC, a Delaware limited liability company and SPARK THERAPEUTICS, LLC, a Delaware limited liability company
Lease Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania

THIS LEASE (this “Lease”) is entered into as of this 31st day of March, 2014 (the “Execution Date”), by and between WEXFORD-UCSC 3737, LLC, a Delaware limited liability company (“Landlord”), and SPARK THERAPEUTICS, LLC, a Delaware limited liability company (“Tenant”).

Common Share Membership Agreement
Common Share Membership Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

This Common Share Membership Agreement (this “Agreement”) is made as of December 16, 2013 (the “Admission Date”), by and between Spark Therapeutics, LLC (the “Company”) and Katherine High, MD (the “Member”).

UNIVERSITY OF PENNSYLVANIA PATENT LICENSE AGREEMENT
Patent License Agreement • December 30th, 2014 • Spark Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania

This Patent License Agreement (this “Agreement”) is between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), and AAVenue Therapeutics, LLC, a Delaware limited liability company (“Company). This Agreement is being signed on October 14, 2013 (the “Execution Date”). This Agreement will become effective on October 14, 2013 (the “Effective Date”).

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