AMENDMENT NO. 1 TO RESEARCH COLLABORATION AND OPTION AGREEMENT
This Amendment No. 1 to Research Collaboration and Option Agreement (this “First Amendment”) is dated as of December 30, 2020 (the “Amendment Effective Date”) by and between:
Morphic Therapeutic, Inc., a Delaware corporation (“Morphic”)
35 Gatehouse Drive A2
Waltham, MA 02451
Janssen Pharmaceuticals, Inc. a Delaware corporation (“Janssen”)
1125 Trenton-Harbourton Road
Titusville, NJ 08560,
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Research Collaboration and Option Agreement by and between the Parties effective as of February 15, 2019 (the “Agreement”).
WHEREAS, the Parties desire to amend the Agreement as described more fully herein;
WHEREAS, pursuant to Section 16.11 of the Agreement, the Agreement may be amended or otherwise modified only by a written agreement signed by a duly authorized officer of both Parties.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
|A.||Commencing Research Activities for [***] Research Program.|
In consideration of this First Amendment, Janssen hereby determines and elects to commence the Research Program for the [***] Target pursuant to Section 2.4.1 of the Agreement. In accordance with Section 8.2, Janssen will pay to Morphic a one-time, non- refundable, non-creditable payment of $5,000,000 USD (five million US dollars) no later than thirty (30) days after Janssen’s receipt of an invoice in accordance with Section 8.11. Each of Janssen and Morphic acknowledges that the consideration included in this First Amendment includes payment in full for the Research Program Fee exercise by Janssen.
B.Amendments to Agreement.
1.The definition of “Compound” in Section 1.29 of the Agreement is hereby deleted in its entirety and replaced with the following: