Bayer, CRISPR AG, CRISPR Inc. and Casebia entered into a Retirement Agreement on December 13, 2019 (as amended, restated and/or otherwise modified from time to time, the “Retirement Agreement”);

CRISPR Option Mechanics. Subject to the terms and conditions of this Agreement, [[Nkarta:Organization]] hereby grants to CRISPR an exclusive option on the Designated Optionable [[Nkarta:Organization]] Products to designate one (1) Designated Optionable [[Nkarta:Organization]] Product as a Collaboration Product (and, for clarity, CRISPR shall thereafter have the co-exclusive, worldwide joint right to Develop, Manufacture and Commercialize such Third Collaboration Product in the Territory on the applicable terms and conditions set forth hereunder in an applicable JDCA) (such option pursuant to this Section 5.1, the “CRISPR Option”). The CRISPR Option is exercisable by CRISPR, in CRISPR’s sole discretion, by providing written notice at any time during the period from: # the Effective Date until ​ days following the date of receipt of the [[Nkarta:Organization]] Product Package by CRISPR for the first (1st) Designated Optionable [[Nkarta:Organization]] Product for which a CTA has been filed; # in the event that CRISPR does not exercise the CRISPR Option

License to CRISPR. Subject to the terms and conditions of this Agreement, Vertex hereby grants to CRISPR a perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, worldwide, sublicensable, license to all improvements or modifications to the CRISPR Platform Technology Patents, CRISPR Background Patents (to the extent existing on the Effective Date or otherwise claiming the CRISPR Background Know-How set forth on [Schedule F]), ​ or CRISPR Background Know-How set forth on [Schedule F] (as may be supplemented by mutual written agreement of the Parties from time to time), whether or not patentable, that arise in the course of performing activities under this Agreement, including Research, Development, Manufacturing or Commercialization activities for a Product, that are Controlled by Vertex or its Affiliates to make, have made, use, sell, keep, offer for sale, export and import products (including Products to the extent permitted by this Agreement), subject to Section 4.4.

CRISPR Program Technology. As between the Parties, CRISPR will be the sole owner of any Know-How discovered, developed, invented or created solely by CRISPR or its Affiliates or Third Parties acting on their behalf in connection with activities under this Agreement, including CRISPR’s Research activities under the [[Unknown Identifier]] Guide Research Plan (“CRISPR Program Know-How”) and any Patents that cover or claim such Know-How (“CRISPR Program Patents” and together with the CRISPR Program Know-How, the “CRISPR Program Technology”), but excluding, for the avoidance of doubt, any ​ Patents, and will retain all of its rights, title and interest thereto, subject to any assignment, rights or licenses expressly granted by CRISPR to Vertex under this Agreement. CRISPR will promptly disclose to Vertex in writing, and will cause its Affiliates to so disclose, the discovery, development, invention or creation of any CRISPR Program Technology under this Agreement. CRISPR will not take any action to cause it not to Control all Know-How discovered, developed, invented or created by CRISPR or its Affiliates or Third Parties acting on their behalf in connection with Research activities under the [[Unknown Identifier]] Guide Research Plan.

Indemnification by Vertex. Vertex will indemnify, defend and hold harmless CRISPR, each of its Affiliates, and each of its and its Affiliates’ employees, officers, directors and agents (each, an “CRISPR Indemnified Party”) from and against any and all liability, loss, damage, expense (including reasonable attorneys’ fees and expenses) and cost (collectively, a “Liability”) that the CRISPR Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of:

Company CRISPR/Cas Technology. Subject to any existing licenses between Casebia or Casebia Therapeutics, LLC and a Third Party as listed in [Schedule C], all Company CRISPR/Cas Technology will be co-owned by Bayer and CRISPR. Casebia hereby assigns to each of CRISPR and Bayer an undivided joint ownership interest in the Company CRISPR/Cas Technology, subject to the terms of any existing licenses between Casebia or Casebia Therapeutics, LLC and a Third Party, and the terms of the Amended and Restated Intellectual Property Management Agreement. CRISPR hereby grants to Bayer # an exclusive, sublicensable, license under CRISPR’s joint interest in the Company CRISPR/Cas Patents, Patentable Company CRISPR/Cas Know-How and any Patents claiming or Covering such Patentable CRISPR/Cas Know-How, in each case, for Non-Human Therapeutic Uses and # a non-exclusive, sublicensable license under CRISPR’s joint interest in the Company CRISPR/Cas Patents, Patentable Company CRISPR/Cas Know-How and any Patents claiming or Covering such Patentable CRISPR/Cas Know-How, in each case, for Human Therapeutic Uses in the Bayer Fields. Bayer hereby grants to CRISPR # an exclusive, sublicensable license under Bayer’s joint interest in the Company CRISPR/Cas Patents, Patentable Company CRISPR/Cas Know-How and any Patents claiming or Covering such Patentable CRISPR/Cas Know-How, in each case, for Human Therapeutic Uses (other than the Bayer Fields) and # a non-exclusive, sublicensable license under Bayer’s joint interest in the Company CRISPR/Cas Patents, ​ Certain information in this document has been omitted from this exhibit because it is both # not material and # would be competitively harmful if publicly disclosed.

CRISPR Platform Technology Patents. Anything herein to the contrary notwithstanding, and subject to [Section 7.3.5, CRISPR]R] will control and be responsible for all aspects of the Prosecution and Maintenance of the CRISPR Platform Technology Patents.

“CRISPR Entity” means, when used in the singular, any one of CRISPR AG and CRISPR Inc. “CRISPR Entities” means, when used in the plural, CRISPR AG and CRISPR Inc.

“Crispr/Cas Technology” means clustered regularly interspaced short palindromic repeats (CRISPR)/CRISPR-associated (Cas) protein system that comprises # ​ and # ​.

“CRISPR Know-How” means # CRISPR Background Know-How, # CRISPR Program Know-How and # CRISPR’s interest in the Joint Know-How.