exhibit 10. 5 certain confidential information contained in this document, marked by [ * * ], has been omitted because it is not material and would likely cause competitive harm to beam therapeutics inc. if publicly disclosed. license agreement by and between the broad institute, inc. and blink therapeutics inc. may 9, 2018 exhibit 10. 5 certain confidential information contained in this document, marked by [ * * ], has been omitted because it is not material and would likely cause competitive harm to beam therapeutics inc. if publicly disclosed. license agreement by and between the broad institute, inc. and blink therapeutics inc. may 9, 2018 table of contents 1. definitions. 2 2. license. 23 2. 1 license grants 23 2. 2 reservation of rights, certain restrictions 24 2. 3 affiliates 25 2. 4 sublicenses 26 2. 5 inclusive innovation model 28 2. 6 no other grant of rights 38 2. 7 additional limitations on exercise of license rights 39 3. development and commercialization. 39 3. 1 diligence 39 3. 2 adjustments of development plan 40 3. 3 regulatory filings 41 3. 4 reporting 41 3. 5 failure to meet development milestone : opportunity to cure 41 3. 6 activities of others 47 4. consideration for grant of license. 47 4. 1 equity 47 4. 2 annual license maintenance fees 49 4. 3 milestone payments 50 4. 4 royalty on net sales 54 4. 5 patent challenge 56 4. 6 non - royalty sublicense income 58 4. 7 complex consideration 59 4. 8 success payments 59 4. 9 assumption of obligations 59 5. reports ; payments ; records. 59 5. 1 reports and payments 59 5. 2 payment currency 60 5. 3 records 61 5. 4 late payments 62 5. 5 payment method 62 5. 6 withholding and similar taxes 62 6. patent filing, prosecution and maintenance. 62 6. 1 control 62 6. 2 common interest 64 6. 3 expenses 64 6. 4 abandonment 64 6. 5 marking 65 6. 6 create act 65 i table of contents 1. definitions. 2 2. license. 23 2. 1 license grants 23 2. 2 reservation of rights, certain restrictions 24 2. 3 affiliates 25 2. 4 sublicenses 26 2. 5 inclusive innovation model 28 2. 6 no other grant of rights 38 2. 7 additional limitations on exercise of license rights 39 3. development and commercialization. 39 3. 1 diligence