CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED.
Exhibit 10.13
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED.
Massachusetts Institute of Technology
and
SIXTH AMENDMENT
This Sixth Amendment (“Sixth Amendment”), effective as of February 1, 2022 (the “Sixth Amendment Effective Date”), is made by and between the Massachusetts Institute of Technology, a nonprofit research institution having a principal address at 00 Xxxxxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 (“MIT”) and Sigilon Therapeutics, Inc. (fka Sigilon, Inc.) a Delaware corporation, having a principal address at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 (“Company”) (each individually a “Party” and collectively the “Parties”), and amends that certain Exclusive Patent License Agreement between the Parties dated as of February 8, 2016, as amended (collectively, the “License Agreement”). Capitalized terms used herein without definition shall have the meaning given such terms in the License Agreement.
WHEREAS, MIT and Company wish to amend the License Agreement for the purposes of extending the diligence obligations related to the GROUP C PATENT RIGHTS under the terms and conditions set forth herein;
NOW, THEREFORE, the Parties agree to amend the License Agreement as follows:
“3.4Diligence Requirements for the GROUP C PATENT RIGHTS. Specifically, and in addition to Section 3.1, Company shall use commercially reasonable efforts, or shall cause its AFFILIATES or SUBLICENSEES to use commercially reasonable efforts, to develop LICENSED PRODUCTS and LICENSED PROCESSES covered by the GROUP C PATENT RIGHTS (“Group C Products”) and introduce such Group C Products into the commercial market; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make Group C
Products reasonably available to the public. Specifically, COMPANY or an AFFILIATE or SUBLICENSEE shall fulfill the following obligations:
In the event that MIT determines that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section 3.4, then MIT may
treat such failure as a material breach in accordance with Section 12.4(b), subject to Section 3.2. Any termination under Section 12.4(b) for breach of obligations under this Section 3.4 shall be limited to COMPANY's and its AFFILIATE's licenses and rights under the GROUP C PATENT RIGHTS.”
{SIGNATURES TO FOLLOW}
IN WITNESS WHEREOF, the parties have caused this Sixth Amendment to be executed by their duly authorized representatives.
MASSACHUSETTS INSTITUTE OFSIGILON THERAPEUTICS, INC.
TECHNOLOGY
By:/s/ Xxxxxx Xxxxxx-Xxxxxxxxx By: /s/ Xxxx Xxx
Name:Xxxxxx Xxxxxx-NicholsonName: Xxxx Xxx
Title: Director, TLOTitle: SVP, Business Development