Confidential Materials omitted and filedseparately with the Securities and Exchange Commission. Double asterisks denote omissions.

EX-10.1 2 d909102dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

 

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Double asterisks denote omissions.

LICENSE AGREEMENT- AMENDMENT TWO

This second Amendment (hereinafter “Amendment Two”) serves as a modification to the License Agreement, having an effective date of October 14, 2013, and having a first amendment with an effective date of December 27, 2013, made by and between the University of Iowa Research Foundation, an Iowa Corporation having its principal office at 6 Gilmore Hall, 112 North Capitol Street, Iowa City, Iowa 52242 (hereinafter “UIRF”), and Spark Therapeutics, Inc., formerly known as AAVenue Therapeutics, LLC (hereinafter “Licensee”), having offices at 3737 Market Street, Suite 1300, Philadelphia, PA 19104 (hereinafter “Agreement”).

WHEREAS, UIRF and Licensee desire that the Agreement be amended in order to add patents and patent applications described and disclosed as part of:

[**].

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, UIRF and Licensee, intending to be bound, hereby mutually agree to the following:

 

1. Appendix A “Patent Rights” shall be amended to add the following patents and patent applications:

 

UIRF

Invention

No.

    Title of Patent
Application		   Application
No.		  

Patent /

IP No.

    Application
Filing Date		  

Issue

Date of

Patent

    Status  

Country

of Filing

  

UIRF

Patent No.

                  
[**]    [**]   [**]      [**]      [**]   [**]   [**]
                  
[**]    [**]   [**]      [**]      [**]   [**]   [**]
                  
[**]    [**]   [**]      [**]      [**]   [**]   [**]

 

2. In accordance with Section 6.1 of the License, which states that “LICENSEE shall reimburse UIRF for all reasonable expenses UIRF incurs for the preparation, filing, prosecution and maintenance of PATENT RIGHTS”, Licensee agrees to pay UIRF for all unreimbursed out-of-pocket patent expenses relating to the PATENT RIGHTS, which includes new patent families specified in Article 1 of this Amendment Two.
3. As partial consideration for the addition of patents and patent applications to Appendix A “Patent Rights,” as described in Article I above, LICENSEE will pay to the UIRF a non-refundable amount of [**] U.S. Dollars ($[**]).

IN WITNESS WHEREOF, the parties hereto have executed this Amendment Two in duplicate originals by their duly authorized officer or representative. The effective date of this Amendment is March 12, 2015.

University of Iowa Research Foundation Spark Therapeutics, Inc.
By:

/s/ Zev Sunleaf

 By:

/s/ Jeffrey D. Marrazzo

Name: Zev Sunleaf Name: Jeffrey D. Marrazzo
Title: Executive Director Title: President and CEO
Date: March 23, 2015 Date: March 23, 2015