On December 12, 2023, CRISPR Therapeutics AG, CRISPR Therape therape Limited, CRISPR Therapeutic, Inc., and TRACR Hematology Ltd. (together, CRISPR) entered into an amendment to the Amended and Restated Joint Development and Commercialization Agreement (the Amendment No. 1) with Vertex Pharmaceuticals Incorporated and Vertex Pharmaceuticals (Europe) Limited (together, Vertex), related to the global development, manufacturing, and commercialization of exagamglogene autotemcel, or exa-cel (formerly CTX001). Pursuant to Amendment No.

1, among other things, CRISPR and Vertex agreed toallocate certain costs arising from a license agreement with a third party, resulting in a current payment due to Vertex by CRISPR of $20 million upon an event specified in Amendment No. 1, and adjust, under certain specified circumstances, the timing of and portion of CRISPR's share of costs it is permitted to defer under the agreement. This Amendment amends the Amended and Restated joint Development and Commercialization Agreement, entered into as of April 16, 2021, between Vertex and CRISPR .

Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement. RECITALS: Vertex has entered into a license agreement, dated December 12, 2023 with a third party that may benefit the activities contemplated under the Agreement. WhereAS, Vertex and CRISPR desire to amend the Agreement to, among other things, allocate certain costs under such license agreement.

License Agreement means that certain license agreement, as the same may be directly or indirectly amended, restated or modified by the parties thereto. License Agreement 2024 Base Annual Fee means the base annual fee for 2024 described in Section of the License Agreement and actually paid by Vertex thereunder but in no event more than; License Agreement Contingent Upfront Payment means, collectively, the License Agreement 2024 Base Annual Fee and the License Agreement Contingent Up front Payment. Notwithstanding the terms of the Agreement, CRISPR will reimburse Vertex for of the License Agreement Upfront Payment within days after receipt by CRISPR of an invoice for such payment from Vertex.

For the avoidance of doubt, (i) the License Agreement Upfront Payment shall be excluded from the definition of Other Out-of-Pocket Costs and will not be included in the calculation of Program Expenses, the use of the Annual OPEX Cap or the determination of OPEX Overage, and (ii) CRISPR shall have no obligation to make any payment to Vertex or any Third Party with respect to the License Agreement Upfront Payment other than as expressly provided in the first sentence of this Section 10.7.4. All Other Payments Under the License Agreement. Vertex payments under Article of the License Agreement Upfront payment other than the License Agreement Upfront Payment (including the base annual fees, the License Agreement Contingent upfront Payment and any potential additional annual fees pursuant to Section [[] of the License Agreement) shall be included in the definition of and, to the extent applicable, will be used in the calculation and use of the [[] and the calculation of the [.7.6Portion of Specified License Agreement Payments Constitute. Notwithstanding anything to the consistent set forth in the Agreement, the Parties acknowledge and agree that constitutes for all purposes under the Agreement, whether paid in], whether paid in, and that CRISPR shall have no obligations to make any payment to Ver Texas or any Third Party with respect thereto except as a deduction against Net Profits in accordance with Section 10.7.3.10.3.10.8Matters Relating to License Agreement.