UNIVERSITY OF PENNSYLVANIA
AMENDED AND RESTATED RESEARCH, COLLABORATION & LICENSE AGREEMENT
This Amended and Restated Research, Collaboration & License Agreement (this “Agreement”) is effective as of September 18, 2018 (“Effective Date”), and is restated as of May 5, 2020 (the “Restatement Date”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), and Passage Bio, Inc., a corporation organized under the laws of the state of Delaware (“Licensee”). Penn and Licensee may be referred to herein as a “Party” or, collectively, as “Parties”.
WHEREAS, Licensee and Penn entered into an original Research, Collaboration & License Agreement on September 18, 2018, and which subsequently was amended on October 1, 2018 (the “First Amendment”), May 23, 2019 (the “Second Amendment”), May 29, 2019 (the “Third Amendment), September 4, 2019 (the “Fourth Amendment”) and on January 21, 2020 (the “Fifth Amendment”) (collectively, the “Original Agreement”);
WHEREAS, Licensee is a biopharmaceutical company with expertise in the development, manufacture and commercialization of human therapeutic products for treatment of genetic disorders.
WHEREAS, Penn, through Dr. James M. Wilson and the Wilson Laboratory, have technology and expertise in the research and development of gene therapy products.
WHEREAS, the programs contemplated by this Agreement are of mutual interest to Licensee and Penn and furthers the educational, scholarship and research objectives of Penn as a nonprofit, tax-exempt, educational Penn, and may benefit Licensee and Penn through the creation or discovery of new inventions and the development and commercialization of Licensed Products (as defined below).
WHEREAS, the Parties desire to amend and restate the Original Agreement to include additional funding by Licensee directed to discovery research for gene therapy products and license rights to intellectual property arising therefrom for the development and commercialization of Licensed Products (as defined below).
NOW, THEREFORE, in consideration of the various promises and undertakings set forth herein, the Parties agree as follows:
Unless otherwise specifically provided herein, the following terms shall have the following meanings:
“AAV” means adeno-associated virus.
“Achievement Date” means with respect to a Diligence Event, the corresponding date such Diligence Event is to be achieved as provided in Section 5.8 below.
“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 1.3, the word “control”