THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND
Exhibit 4.20
Execution Copy
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM
THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND
(ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE
COMPANY IF PUBLICLY DISCLOSED
CELLSCRIPT, LLC
Second Amendment to Patent Sublicense Agreement
This is the Second Amendment ("Second Amendment") to the Patent Sublicense Agreement which became effective on July 19, 2017, as amended in the First Amendment which became effective on February 10, 2020 (together, the “Agreement”) by and between CELLSCRIPT, LLC, a Wisconsin company (“Cellscript”) and BioNTech RNA Pharmaceuticals GmbH, a German corporation (“Company”). This Second Amendment is effective as of August 1, 2020 ("Second Amendment Effective Date"). Cellscript and Company may herein each be referred to as a "Party" or collectively as the "Parties".
WHEREAS, The Trustees of the University of Pennsylvania (“Penn”) is the ultimate recipient of amounts of money that are payable by Company under the terms of the Agreement after the Second Amendment Effective Date; and
WHEREAS, the Parties wish to amend the Agreement in order to assure more timely payment and less risk of loss for said certain amounts of money that are payable to Penn by Cellscript or by Cellscript’s sublicensor, mRNA RiboTherapeutics, Inc, (“mRNA”) from Company’s payments to Cellscript under the terms of the Agreement; and
WHEREAS, unless otherwise defined herein, capitalized terms will have the definitions given them in the Agreement.
NOW, THEREFORE, in consideration of the mutual obligations contained in the Agreement and in this Second Amendment, and intending to be legally bound, the Parties agree as follows:
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All references to payments to Cellscript are understood to mean payments to Penn. |
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All information, and reports concerning payments, including inventories, required under the Agreement shall be sent to both Cellscript and Penn, including under sections [***]. Such information shall be delivered to Penn at xxxxxx@xxxxx.xxx with paper copies to: |
Penn Center for Innovation
University of Pennsylvania
Execution Copy
0000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 0
Xxxxxxxxxxxx, XX 00000
Attention: PCI Finance
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Penn is a third-party beneficiary of the Agreement. |
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Under Section 6.3 termination, a failure to pay Penn is a failure to pay Cellscript. |
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Under Section 6.7, the obligations to pay Penn shall survive termination of the Agreement for any reason. |
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All amounts payable by Company to Penn pursuant to this Second Amendment shall be in U.S. Dollars and shall be subject to the same instructions, terms, conditions and deadlines for payment as stated with respect to payments to Cellscript in the Agreement, except that all such payments to Penn shall be paid to “The Trustees of the University of Pennsylvania” as follows: |
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By ACH/Wire: |
By Check (lockbox): |
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[***] |
[***] |
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Payment should include the necessary amount to cover any bank charges incurred. |
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The Agreement, together with this Second Amendment, constitute the entire agreement between the Parties. All other terms and provisions of the Agreement, except as expressly amended by this Second Amendment, remain in full force and effect. |
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This Second Amendment may be executed in two or more counterparts, each of which shall be deemed an original and together shall be deemed one and the same instrument. |
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Each Party’s respective Notice Address, as provided under Section 15.6 of the Agreement is hereby updated and replaced by the Notice Address listed on the signature page of this Second Amendment. |
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
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Execution Copy
IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this Second Amendment to be executed by their duly authorized representatives.
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By: |
/s/ Xxxx X. Xxxx, Ph.D. |
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Notices to: |
CELLSCRIPT, LLC |
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Name: |
Xxxx X. Xxxx, Ph.D. |
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000 Xxxx Xxxx |
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Title: |
President and CEO |
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Xxxxxxx, XX 00000 XXX |
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Attn: President |
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BioNTech RNA Pharmaceuticals GmbH
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By: |
/s/ Xx. Xxxxx Poetting |
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Notices to: |
CELLSCRIPT, LLC |
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Name: |
Xxxx X. Xxxx, Ph.D |
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An der Goldgrube 12 |
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Title: |
President and CEO |
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00000 Xxxxx, Xxxxxxx |
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Attn: Xx. Xxxxx Poetting |
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