Exclusivity Fees. In consideration for the exclusivity rights granted in Section 2.1 Evelo will pay to Biose an “Exclusivity Fee” of ​ each year during the Term. The first Exclusivity Fee payment will be due within ​ of the Effective Date. The second and third Exclusivity Fee payments will be due within ​ of the first and second anniversaries of the Effective Date, respectively.

In the event of any termination of this Agreement by Evelo, Evelo shall have no obligation to pay any further Exclusivity Fee pursuant to Section 2.1 and in such case, Biose will reimburse Evelo for a pro rata portion of the Exclusivity Fee paid for the applicable Agreement Year pursuant to Section 2.1.