SECOND Amendment to License, Collaboration, and Option Agreement

Exhibit 10.2

SECOND Amendment to License, Collaboration, and Option Agreement

This SECOND AMENDMENT TO LICENSE, COLLABORATION, AND OPTION AGREEMENT (this “Second Amendment”) is made and entered into as of October 28, 2020 (the “Second Amendment Effective Date”) between Sarepta Therapeutics Three LLC, a limited liability company organized and existing under the laws of the State of Delaware, United States of America, with its principal offices at 000 Xxxxx Xxxxxx, Xxxxxxxxx, XX, 00000  (“Sarepta”) and X. Xxxxxxxx-Xx Xxxxx Ltd, a company organized and existing under the laws of Switzerland, with its principal office at Xxxxxxxxxxxxxxxxx 000, 0000 Xxxxx, Xxxxxxxxxxx (“Roche”).  Sarepta and Roche may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Sarepta and Roche entered into that certain License, Collaboration, and Option Agreement executed on December 21, 2019 and effective as of February 4, 2020, as amended on October 23, 2020 (the “Original Agreement”); and

WHEREAS, the Parties desire to make certain further amendments to the Original Agreement;

NOW, THEREFORE, in consideration of the promises and covenants contained in this Amendment, and intending to be legally bound, the Parties hereby agree as follows:

1. Interpretation.  Capitalized terms not defined in this Second Amendment have the meanings given such terms in the Original Agreement. References to Sections and Schedules herein will be to Sections and Schedules of the Original Agreement, except as otherwise noted.

2. Amendments.

a. Section 8.6.1 is hereby deleted in its entirety and replaced with the following:

Development Supply Agreement.  Unless otherwise agreed by the Parties, no later than 12 months following (a) the Effective Date with regards to the Lead Product, and (b) the effective date of exercise of the Option with regards to every other Licensed Product, (or such other time as agreed by each Party), the Parties will negotiate in good faith and enter into a supply agreement on reasonable and customary terms for the supply of the Licensed Products by Sarepta to Roche in the Roche Territory at the Supply Price (the “Development Supply Agreement”), and a related quality agreement, which agreements will govern the terms and conditions of the Manufacturing of Licensed Products for Development Purposes.  The Parties may choose to combine into a single agreement the Development Supply Agreement and the Commercial Supply Agreement.

3. Effect on Original Agreement.  Except as specifically amended by this Second Amendment, the Original Agreement will remain in full force and effect and is hereby ratified and confirmed.  Each future reference to the Original Agreement will refer to the Original Agreement as amended by this Second Amendment.  To the extent a conflict arises between the terms of the Original Agreement and this Second Amendment, the terms of this Second Amendment shall prevail but only to the extent necessary to accomplish their intended purpose.

4. Incorporation.  Article 17 of the Original Agreement is hereby incorporated mutatis mutandis into this Amendment.

5. Binding Effect. This Second Amendment will be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

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6. Authority. As of the Second Amendment Effective Date, each Party hereby represents and warrants that (a) it has the power and authority to execute and deliver this Second Amendment, (b) the execution, delivery, and performance of this Second Amendment by it has been duly authorized by all requisite corporate action, and (c) this Second Amendment has been duly executed and delivered on behalf of such Party and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms.

7. Governing Law. This Second Amendment and all amendments, modifications, alterations, or supplements hereto, and the rights of the Parties, will be construed under and governed by the laws of the State of New York, United States, exclusive of its conflicts of laws principles.

8. Amendments. This Second Amendment may not be modified or amended, except by another agreement in writing executed by duly authorized signatories of each Party.

9. Counterparts.  This Second Amendment may be executed in two or more counterparts, all of which taken together will be regarded as one and the same instrument.  Each Party may execute this Second Amendment in Adobe™ Portable Document Format (PDF) sent by electronic mail.  PDF signatures of authorized signatories of the Parties will be deemed to be original signatures, will be valid and binding upon the Parties, and, upon delivery, will constitute due execution of this Second Amendment.

[Signatures Follow]

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IN WITNESS WHEREOF, the Parties have executed this Second Amendment to License, Collaboration, and Option Agreement through their duly authorized representatives.

Sarepta Therapeutics Three, LLC

By:  /s/ Xxxx Xxxxxx

Name:  Xxxx Xxxxxx

Title:  Manager

X. XXXXXXXX-XX XXXXX LTD
By:  /s/ Xxxxxx Xxxxxx	By:  /s/ Xx. Xxxxxxxxx Xxxxxxx
Name:  Xxxxxx Xxxxxx	Name:  Xx. Xxxxxxxxx Xxxxxxx
Title:  Global Alliance Director	Title:  Legal Counsel

[Signature Page To Second Amendment To License, Collaboration, and Option Agreement]