First Amendment, dated May 27, 2020, to the Amended and Restated License Agreement, dated July 23, 2019, among the Company, the Trustees of the University of Pennsylvania and the Childrens Hospital of Philadelphia

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.

Exhibit 10.2

UNIVERSITY of PENNSYLVANIA

First Amendment to Patent License Agreement

This First Amendment (this “First Amendment”) to the Amended and Restated License Agreement (the “CARLA”) effective as of May 27, 2020, is made by and between The Trustees of the University of Pennsylvania (“Penn”) and Cabaletta Bio, Inc. (“Licensee”) and The Children’s Hospital of Philadelphia (“CHOP”) and amends the CARLA between the Parties, dated July 23, 2019. Capitalized terms used herein shall have the meanings given in the CARLA.

BACKGROUND

The CARLA relates to certain intellectual property developed by [***] of Penn’s School of Medicine, and by [***] of CHOP. Licensee desires to add additional Patent Rights Controlled by Penn to the Institutions’ Patent Rights, including certain intellectual property developed by [***] with respect to [***] (as defined below). The Parties wish to amend the CARLA to reflect these changes.

Now, therefore, the Parties hereby agree as follows:

1) The following definitions shall be added to Article 1 of the CARLA, as new Section 1.35:

1.35 “[***].

2) Section 1.9 of the CARLA shall be amended and restated in its entirety and shall read as follows:

1.9 “Field of Use” means the following subfields (each a “Subfield”): [***].

3) Exhibit A to the CARLA is hereby amended and restated in its entirety and is replaced by Exhibit A to this First Amendment.

4) Exhibit B to the CARLA is hereby amended and restated in its entirety and is replaced by Exhibit B to this First Amendment.

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5) Within thirty (30) business days of receipt of invoice, Licensee shall pay Penn a fee of [***] in consideration for adding [***] to the Institutions’ Patent Rights.

6) [***].

7) This First Amendment, together with the CARLA, constitute the entire agreement between the Parties with respect to the subject matter hereof. All other terms and provisions of the CARLA, except as expressly amended by this First Amendment, remain in full force and effect.

8) This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original and together shall be deemed one and the same instrument.

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this First Amendment to be executed by their duly authorized representatives.

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Exhibit A

Institutions’ Patent Rights

[***]

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Exhibit B

Certain Financial Terms

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