OMNIBUS AMENDMENT
Exhibit 10.32
Certain identified information has been excluded from this 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.
OMNIBUS AMENDMENT
This Omnibus Amendment (the “Amendment”) is entered into as of January 11, 2021 (the “Amendment Effective Date”), by and between The Broad Institute, Inc., a non-profit Massachusetts corporation, with a principal office at 000 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 (“Broad”) and Editas Medicine, Inc., a Delaware corporation, located at 00 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 (“Editas”), and amends (i) that certain Cpf1 License Agreement, dated as of December 16, 2016 (the “Cpf1 Agreement”) and (ii) that certain Cas9-II License Agreement, dated as of December 16, 2016 (the “Cas9-II Agreement” and together with the Cpf1 Agreement, the “Agreements”). Broad and Editas may be referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
Whereas, Broad and Editas are party to the Agreements; and
Whereas, the Parties wish to amend the Agreements as follows;
Now, Therefore, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
| 1. | Each of Section 4.7.4.1 of the Cpf1 Agreement and Section 4.8.3.1 of the Cas9-II Agreement are amended by adding the following to the end of such section: |
“Notwithstanding the foregoing, in the event that the Company qualifies as a Well-Known Seasoned Issuer as defined in the Securities Act, then the Company may, upon notice to Broad, issue such number of shares of Common Stock that are Public Securities as calculated in accordance with the immediately preceding sentence (which shares, for the avoidance of doubt, shall not be registered under the Securities Act at issuance) no later than [**] after the applicable Trigger Date in full or partial satisfaction of a Success Payment, so long as the Company uses its commercially reasonable efforts to file a prospectus supplement that constitutes a Resale Registration Statement on the Trading Day on which such shares are issued and such prospectus supplement is filed no later than [**] following such issuance. Any shares issued pursuant to the prior sentence shall be deemed Note Shares for purposes of this Agreement.”
| 2. | Effect of Amendment. Except as specifically amended herein, the Agreements are hereby ratified and confirmed and shall remain in full force and effect. Upon the effectiveness of this Amendment, on and after the date hereof, each reference in each of the Cpf1 Agreement and the Cas9-II Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the other documents entered into in |
| connection with each such agreement, shall mean and be a reference to such agreement, as amended hereby. |
| 3. | Governing Law. This Amendment shall be construed in accordance with, the substantive laws of the Commonwealth of Massachusetts, without giving effect to any choice or conflict of law provision. |
| 4. | Counterparts. This Amendment may be executed and delivered by electronic signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
[Remainder of Page Intentionally Left Blank]
In Witness Whereof, the Parties hereto have caused this Omnibus Amendment to be executed and entered into by their duly authorized representatives as of the Amendment Effective Date.
The Broad Institute, Inc. |
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By: | /s/ Xxxx Xxxxx | | By: | /s/ Xxxxxxx Xxxxxxx |
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Name: | Xxxx Xxxxx | | Name: | Xxxxxxx Xxxxxxx |
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Title: | Chief Business Officer | | Title: | President and Chief Executive Officer |
Signature Page to Omnibus Amendment
