Accord relating to License and
This accord (Accord) effective November 5, 2019 (Accord Effective Date) is made in connection with the License and Collaboration Agreement effective October 5, 2018 by and between F. Hoffmann-La Roche Ltd (Roche Basel) and Hoffmann-La Roche Inc. ("Roche US; Roche Basel and Roche US together referred to as Roche), on the one hand, and SQZ Biotechnologies Company (SQZ), on the other hand (the Agreement). All capitalized terms shall have the meaning ascribed herein or in the Agreement.
WHEREAS, the Phase 1 study Escalation part budget (to reach Clinical PoC) was agreed by the Parties and memorialized in Appendix 1.20 of the Agreement as part of the Collaboration Plan for HPV/PBMC (i.e. the initial Collaboration Product); and
WHEREAS, SQZ proposed a revised study budget for years 2019-2021 [***]; and
WHEREAS, [***]; and
WHEREAS, Roche and SQZ seek to resolve these proposals through this Accord.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Accord and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as follows with respect to the Collaboration Plan for PBMC-HPV as it relates to the Phase 1 study Escalation part (i.e. this Accord does not impact other Collaboration Plans or the research activities for TCL and improvements to antigen presenting cells in the Collaboration Plan for PBMC-HPV):
Roche Contribution to Phase 1 Study Escalation Part
Subject to 12.3.3, Roches contribution to the PBMC-HPV Phase 1 study Escalation part costs are capped at [***] ([***]) in total (i.e. [***] per the Agreement plus [***] per this Accord). Subject to 12.3.3, any costs above such [***] for the PBMC-HPV Phase 1 study Escalation part shall be borne solely by SQZ.
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.