Certain identified information has been marked in the exhibit because it is both (i) not material and
(ii) would likely cause competitive harm to the Company, if publicly disclosed.
Double asterisks denote omissions.
FIRST AMENDMENT to the COLLABORATION AND LICENSE AGREEMENT
This First Amendment (the First Amendment) to the Collaboration and License Agreement with an Execution Date of June 8th, 2018 (the Agreement) is made by and between Translate Bio MA, Inc., with offices at 29 Hartwell Ave, Lexington, MA 02421, USA., a corporation registered under the laws of the State of Delaware (Translate Bio or TB) and Sanofi Pasteur Inc., a company incorporated under the laws of the state of Delaware, with offices at Discovery Drive, Swiftwater, PA 18370 USA (Sanofi). Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Agreement.
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On March 11, 2020, the World Health Organization declared a global pandemic of SARS-CoV-2 a novel virus which causes COVID19 disease (the SARS-CoV-2 Pandemic).
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In view of the SARS-CoV-2 Pandemic, Translate Bio as a leading mRNA therapeutics company and Sanofi as the worlds leading supplier of vaccines against influenza have been discussing expanding their existing collaboration under the Agreement in order to discover, research and conduct testing for mRNA-based vaccines against SARS-CoV-2 with an aim of helping to address the SARS-CoV-2 Pandemic. With this aim in mind, each of Translate Bio and Sanofi is willing to enter into this First Amendment relating to the field of vaccines against SARS-CoV-2 as set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein, and intending to be legally bound, the Parties agree as follows:
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Article 1 Definitions, is hereby amended as follows:
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Section 1.11 (Collaboration Budget) is hereby deleted and replaced in its entirety as follows:
Collaboration Budget means the budget prepared jointly by the Parties to reflect the costs of the Translate Bio Collaboration Activities set forth in the Collaboration Plan, which shall consist of (a) FTE Costs to be reimbursed by Sanofi in accordance with Section 7.1 (Collaboration Funding), (b) Out-Of-Pocket Costs, and (c) Manufacturing Costs incurred by Translate Bio for the Translate Bio Collaboration Activities, which shall be funded by Sanofi in accordance with Section 7.1 (Collaboration Funding). An initial Collaboration Budget is attached hereto as Schedule 1.11 (Collaboration Budget). The Parties shall update the Collaboration Budget annually in accordance with Section 3.1.2. Notwithstanding the foregoing, the Parties agree that the Collaboration Budget for the Licensed Field of SARS-CoV-2 shall reflect the costs of the Translate Bio Collaboration Activities directed to SARS-CoV-2 set forth in the Collaboration Plan and the Sanofi Collaboration Activities directed to SARS-CoV-2 set forth in the Collaboration Plan, including each Partys FTE Costs and Out-Of-Pocket Costs.
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Section 1.12 (Collaboration Plan) is hereby deleted and replaced in its entirety as follows: