First Amendment to Transition Services Agreement between Passage Bio, Inc. and Gemma Biotherapeutics, Inc.
This amendment updates the Transition Services Agreement between Passage Bio, Inc. and Gemma Biotherapeutics, Inc., originally dated July 31, 2024. The amendment extends the agreement's term to May 31, 2025, revises the terms regarding payment obligations and the effects of termination, and replaces Exhibit A. All other terms of the original agreement remain in effect. The amendment is effective as of January 31, 2025, and is governed by Pennsylvania law.
Exhibit 10.1
FIRST AMENDMENT TO THE TRANSITION SERVICES AGREEMENT
This First Amendment to the Transition Services Agreement (the “Amendment”), is entered into as of January 31, 2025 (the “Amendment Effective Date”), by and between Passage Bio, Inc. (“Passage”) and Gemma Biotherapeutics, Inc. (“Gemma”).
RECITALS
WHEREAS, Passage and Gemma entered into that certain Transition Services Agreement, dated
as of July 31, 2024 (the “Agreement”); and
WHEREAS, the Parties have mutually agreed to amend the Agreement as follows, in accordance with Section 9.6 of the Agreement;
NOW, THEREFORE, in consideration of the various promises and undertakings set forth herein, and on the terms and subject to the conditions set forth herein, the Parties hereby agree as follows:
“Term. Unless earlier terminated, this Agreement is effective beginning on the Effective Date and will expire on May 31, 2025 (the “Term”).
“Effects of Termination. Upon expiration or termination of this Agreement (in its entirety), Gemma shall be responsible for the payment of any and all charges and fees owed to Passage under this Agreement for the Service(s) rendered prior to the later of (A) the date of expiration or termination (as applicable), and (B) in the event that Passage is contractually or legally required to incur expenses related to any Service(s) provided hereunder beyond such date of expiration or termination (as applicable), the date that Passage is no longer contractually or legally required to incur such expenses. The expiration or termination of this Agreement (in its entirety) will not relieve either Party from its obligations or liabilities arising hereunder prior to the date of such expiration or termination, nor will it affect the rights of either Party with respect to any claims or damages it may have suffered as a result of any breach of this Agreement by the other Party. Notwithstanding the expiration or termination of this Agreement, Article 2, Article 4, Article 8, and Article 9, and Sections 3.3, 5.7 and 7.1 shall survive.”
6. | No waiver, alteration or modification of any of the provisions of this Amendment shall be |
binding unless made in writing and signed by the Parties.
[Signature page follows]
IN WITNESS WHEREOF, Passage and Gemma have caused this Amendment to be executed and delivered by their respective officers thereunto duly authorized, all as of the Amendment Effective Date.
Passage Bio, Inc. | Gemma Biotherapeutics, Inc. | |||
| | |||
By: | /s/ Will Chou |
| By: | /s/ James M. Wilson |
| | | | |
| Name: Will Chou, M.D. | | | Name: James M. Wilson, M.D., Ph.D. |
| | | | |
| Title: Chief Executive Officer | | | Title: Chief Executive Officer |
| |
[Signature Page to First Amendment to the Transition Services Agreement]
EXHIBIT A
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