AMENDED AND RESTATED
ROYALTY TRANSFER AGREEMENT
This Amended and Restated Royalty Transfer Agreement (the Agreement) is made and entered into on August 2, 2019 (the Effective Date), by and between Werewolf Therapeutics, Inc., a Delaware corporation (the Company), MPM Oncology Impact Fund Charitable Foundation, Inc., a Massachusetts charitable foundation (the MPM Charitable Foundation) and the UBS Optimus Foundation, a Swiss charitable foundation (Optimus, and together with the MPM Charitable Foundation, the Charitable Foundations).
WHEREAS, the parties hereto were party to that certain Royalty Transfer Agreement dated December 21, 2017 (the Original Agreement); and
WHEREAS, the parties desire to amend and restate the Original Agreement to provide for the transfer of 1.0% of Net Sales on the term and conditions outlined below; and
NOW, THEREFORE, the Company, the MPM Charitable Foundation and Optimus agree to amend and restate the Original Agreement in its entirety and further agree as follows:
Section 1: Definitions
Definitions. The following terms, as used herein, have the following meanings:
Affiliate shall mean any legal entity (such as a corporation, partnership, limited liability company, etc.) that is directly or indirectly controlled by, or is under common control with, the Company. For the purposes of this definition, control shall mean direct or indirect (i) beneficial ownership of at least 50% of the voting securities of a legal entity, or (ii) a 50% or greater interest in the net assets or profits of a legal entity.
Bad Debt shall mean any amounts booked as such on the Companys financial statements, prepared in accordance with GAAP.
Company Products shall mean any product developed or owned by the Company requiring pre-market regulatory approval, provided that any product developed or owned by the Company that references, practices or incorporates, or (if such intellectual property was not owned or controlled by the Company), would infringe, only Post-IPO IP shall not be deemed a Company Product hereunder. Further, notwithstanding anything to the contrary herein, for the avoidance of doubt, Company Products shall not include any products that are discovered, developed, manufactured and/or commercialized by or on behalf of, or are covered by intellectual property (whether or not patentable) of, any person or entity that is an acquiror or merger partner of Company, becomes an Affiliate or successor of the Company by reason of any transaction in connection with the sale of all or substantially all of the stock and/or assets of the Company related to such product (such transaction, an Acquisition), or an assignee of this Agreement in connection with any of the aforementioned transactions, provided that the discovery, development, manufacture and/or commercialization of such product are performed without use of Pre-Acquisition IP. Further, notwithstanding anything to the contrary herein, for the avoidance of doubt, in no event shall more than one party owe any payments to the Charitable Foundations for the same Company Product. For example, if Company A and Company B are