[***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
MASTER TRANSLATIONAL RESEARCH SERVICES AGREEMENT
This Master Translational Research Services Agreement (Agreement) is dated as of the date of last signature below (the Effective Date) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (PENN), with offices located at Clinical Trial Contracting Unity, 322 Anatomy-Chemistry Building, 3620 Hamilton Walk, Philadelphia, PA 19104-6061, as owner and operator of the following PENN organizations (collectively, the PENN Organizations): [****], the Clinical Cell and Vaccine Production Facility (CVPF), the Center for Advanced Retinal and Ocular Therapeutics (CAROT), [****], and Cabaletta Bio, Inc. (Cabaletta Bio), having a place of business at 501 Northwick Lane, Villanova, PA, 19085. PENN and Cabaletta Bio may be referred to herein as a Party or, collectively, as Parties.
WHEREAS, Cabaletta Bio and PENN are Parties to two Sponsored Research Agreements, each effective April 23, 2018, with under which PENN investigators are undertaking two programs of research: 1) [****] (PENN investigator: Aimee S. Payne, M.D., Ph.D.); and 2) [****] (PENN Investigator: Michael C. Milone, M.D., Ph.D.);
WHEREAS, PENN and Cabaletta Bio are parties to a License Agreement effective as of (License);
WHEREAS, PENN and Cabaletta Bio are entering into this Agreement because Cabaletta Bio desires to retain services from PENN, including the [****], CVPF, CAROT, [****] organizations and possibly other functions related to the research and development of technology licensed to Cabaletta Bio under the License, including clinical research operations, regulatory support and validation, development, and manufacturing services (R&D Activities) as further specified in this Agreement and in the organization-specific Addenda and associated Project Appendices;
WHEREAS, the R & D Activities contemplated by this Agreement is of mutual interest and benefit to PENN and to Cabaletta Bio, and will further PENNs instructional and research objectives in a manner consistent with its status as a non-profit, tax-exempt, educational institution.
NOW, THEREFORE, in consideration of the various promises and undertakings set forth herein, the Parties, intending to be legally bound, hereby agree as follows:
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Affiliate means a Person that controls, is controlled by or is under common control with a Party, but only for so long as such control exists. For the purposes of this Section 1.1, the word control (including, with correlative meaning, the terms controlled by or under the common control with) means the actual power, either directly or indirectly through one or more intermediaries, to direct the management and policies of such Person or entity, whether by the ownership of more than fifty percent (50%) of the voting stock of such entity, or by contract or otherwise.