Amendment to Sublicense Agreement, dated October 26, 2023, by and between Entrada Therapeutics, Inc. and Vertex Pharmaceuticals Incorporated

Exhibit 10.2

CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

AMENDMENT NO. 1

TO THE

SUBLICENSE AGREEMENT

This AMENDMENT NO. 1 TO THE SUBLICENSE AGREEMENT (this “Amendment”) is entered into as of October 26, 2023 (the “Amendment Effective Date”) by and between, on the one hand, VERTEX PHARMACEUTICALS INCORPORATED, a corporation organized and existing under the laws of the Commonwealth of Massachusetts (“Vertex”), and, on the other hand, Entrada Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Company”). Vertex and Company each may be referred to herein individually as a “Party” or collectively as the “Parties.” This Amendment amends the Sublicense Agreement, entered into as of December 7, 2022, between Vertex and Company (the “Agreement”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

RECITALS

WHEREAS, Vertex and Company desire to amend Section 1.117 and Section 6.2.1 of the Agreement.

WHEREAS, the Company has [***] as defined under the original Agreement;

WHEREAS, the Parties have agreed [***] to amend the Agreement [***].

NOW, THEREFORE, in consideration of the respective covenants and agreements set forth herein, the Parties hereto agree as follows:

ARTICLE 1.

AMENDMENTS

1.117.        “Successful Completion of Ongoing Study” means [***]

As of the Amendment Effective Date, the Parties agree and acknowledge [***].

ARTICLE 2.

MISCELLANEOUS

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their representatives thereunto duly authorized as of the Amendment Effective Date.