Amendment No. 5, dated July 25, 2023, to the Sponsored Research Agreement, dated April 23, 2018, between the Registrant and the Trustees of the University of Pennsylvania
Exhibit 10.2
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) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
AMENDMENT NO. 5 TO SPONSORED RESEARCH AGREEMENT
This Amendment No. 5 to the Sponsored Research Agreement (“Amendment 5”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), with offices located at Penn Center for Innovation, 3600 Civic Center Blvd, 9th Floor, Philadelphia, PA 191044310, and Cabaletta Bio, Inc., a Delaware corporation, having a place of business at 2929 Arch Street. Suite 600, Philadelphia, PA 19104 (formerly Tycho Therapeutics, Inc., a Delaware corporation having a place of business at 501 Northwick Lane, Villanova, PA 19085) (“Sponsor”) is effective as of July 25, 2023 (“Amendment Effective Date”).
Penn and Sponsor may be referred to herein as a “Party” or, collectively, as “Parties”.
RECITALS:
WHEREAS, the Parties entered into a Clinical Trial Agreement dated June 16, 2020 (“CTA”), pursuant to which Penn serves as lead clinical trial site for the Phase 1 clinical trial entitled: “A phase 1, open label, safety and dosing study of autologous desmoglein 3 chimeric autoantibody receptor T cells (DSG3-CAART) in subjects with pemphigus vulgarus” (“Clinical Trial”);
WHEREAS, the Parties entered into a Master Translational Research Services Agreement (“MSA”) dated October 19, 2018 and the CVPF Master Services Addendum to the MSA, pursuant to which the CVPF conducted engineering runs and clinical manufacturing runs, and maintained residual patient samples collected and produced in the engineering runs (such samples defined as “Penn Materials” under the MSA);
WHEREAS, [***];
WHEREAS, the Parties entered into a Sponsored Research Agreement dated April 23, 2018 (“Agreement”), as amended by Amendment No. 1 dated May 1, 2020 (“Amendment 1”), Amendment No. 2 dated May 1, 2020 (“Amendment 2”), Amendment No. 3, dated December 17, 2021 (“Amendment 3”) and Amendment No. 4, dated December 1, 2022 (“Amendment 4”);
WHEREAS, Sponsor agrees that Penn’s Samples and the Other Samples are to be transferred to Penn from [***] for use in the Amendment 5 Workplan (defined below) and further agrees that Penn Materials may also be used in the Amendment 5 Workplan; and
WHEREAS, the Parties now desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the various promises and undertakings set forth herein, the Parties agree as follows:
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The scope of work to be performed in accordance with the Agreement, as amended by Amendment 1, Amendment 2, Amendment 3 and Amendment 4 is hereby supplemented to add to the additional workplan detailed in Attachment A-3 hereto (“Amendment 5 Workplan”).
“Term. (a) The term of this Agreement as it applies to the Original Workplan shall begin on the Effective Date of the Agreement (April 23, 2018) and shall end on [***] unless terminated sooner pursuant to Sections 2.2 or 7.2 of the Agreement.
(b) The term of this Agreement as it applies to the Supplemental Workplan shall begin on the Research Resumption Date ([***]) and shall end on [***] unless terminated sooner pursuant to Sections 2.2 or 7.2 of the Agreement.
(c) The term of this Agreement as it applies to the Amendment 3 Workplan shall begin on the Amendment Effective Date and shall end [***] unless terminated sooner pursuant to Sections 2.2 or 7.2 of the Agreement.
(d) The term of this Agreement as it applies to the Amendment 5 Workplan shall begin on the Amendment Effective Date and shall end [***] unless terminated sooner pursuant to Sections 2.2 or 7.2 of the Agreement.
(e) The term of the Agreement as it applies to the Original Workplan, the Supplemental Workplan, the Amendment 3 Workplan or the Amendment 5 Workplan may be extended or renewed only by mutual written agreement signed by duly authorized representatives of both Parties.”
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IN WITNESS WHEREOF, the duly authorized representatives of the Parties hereby execute this Amendment as of the date first written above.
THE TRUSTEES OF THE By: [***] I have read and understood the By: /s/ Aimee Payne | CABALETTA BIO, INC. By: /s/ Anup Marda |
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Attachment A-3
Summary of Supplemental Sponsored Research
Scope of Work:
Detailed in Exhibit 1 hereto
Principal Investigator - [***]
Representative of Sponsor - [***]
Report Schedule:
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Exhibit 1 to Attachment A-3
[***]
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