LEASE AMENDMENT AGREEMENT NO 2 dated effective April 1, 2023 (the “Amendment”)

Exhibit 10.19

LEASE AMENDMENT AGREEMENT NO 2 dated effective April 1, 2023

(the “Amendment”)

BETWEEN:		NEOMED INSTITUTE, duly incorporated under Canada Not-for-profit Corporations Act, having received its certificate of incorporation on November 16, 2012, with its head office at 7171, Xxxxxxxxx-Xxxxxxx, City of Montreal, judicial district of Montreal, Province of Quebec, H4S 1Z9, herein acting and represented by Xxxxxxx Xxxxxxx, CFO, NEOMED Institute, duly authorized for the purposes hereof. Hereinafter referred to as the “LESSOR”
AND:		ENGENE INC., a legal person duly incorporated under the Canada Business Corporations Act, with its head office at 7171, Xxxxxxxxx-Xxxxxxx, City of Montreal, judicial district of Montreal, Province of Quebec, H4S 1Z9, herein acting and represented by Xxxxxxx Xxxxxx, Chief Technology Officer, duly authorized for the purposes hereof; Hereinafter referred to as the “LESSEE” Hereinafter collectively referred to as the “PARTIES”

WHEREAS the Lessor and the Lessee entered into the certain Lease Agreement dated November 1^st, 2021 (the “Lease”);

WHEREAS the Lessor and the Lessee modified the Lease with an Amendment dated November 1^st, 2022 (the “Amendment #1”);

WHEREAS the Parties wish to modify the Lease with this Amendment (the “Amendment #2”), addressing removal of room #1310.

NOW, THEREFORE in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follow:

The Lease is hereby amended as follows:

1. Leased Premises

Section 1 of Schedule A of the Lease under Leased Premises is hereby deleted and replaced by the following:

Room Number		Type of Room		Square Feet
1219		Meeting room		161
1220		Cafeteria		132
1229		Office		207
1230		Office		207
1231		Office		135
1232		Office		189
1233		Office		135
1234		Office		135
1235		Office		146
1302		Office		1093
2257		Vivarium		228
2258		Vivarium		228
2261/ 2261A		Vivarium		211
3109		Chemistry Lab		665
3114		Chemistry Lab		included in 3109
3115		Chemistry Lab		included in 3109
3116		Chemistry Lab		included in 3109
3202		Biology lab		1 080
3203		Office		71
3204		Office		71

3205		Office		71
3206		Office		107
3225		Biology lab		241
3226		Biology lab		201
3226A		Biology lab		Included in 3226
3228		Biology lab		250
3229		Biology lab		150
3232		Biology lab		923
3233		Office		71
3234		Office		71
3235		Office		71
3236		Office		71
3243		Biology lab		71
3266		Biology lab		953
3267		Office		151
3268		Office		464
3269		Office		included in 3268
		Total		8960

2. Plan of the leased premises

Appendix 2.1 (Plan of the leased premises) is hereby repealed and replaced as follows:

Basement

Ground Floor

Second Floor

Other than as expressly provided above, the Lease remains unaffected by this Amendment and continues in full force and effect.

Governing law and jurisdiction for this Amendment are in accordance with Section 9.2 of the Lease.

The parties have requested that this Amendment be exclusively prepared in English. Les parties ont requis que cette entente ainsi soit exclusivement rédigée en anglais.

This Amendment may be executed electronically, and/or in counterparts and such counterparts will for all purposes constitute one agreement binding the parties. The Lessor and the Lessee acknowledge and agree that this Amendment may be communicated by email with PDF attachments or signature pages, which will be equally binding and duly accepted as an original agreement.

[Signature page follows.]

IN WITNESS WHEREOF THE PARTIES HAVE SIGNED THIS AMENDMENT EFFECTIVE AS OF THE EFFECTIVE DATE ABOVE AND BINDING ON THE PARTIES.

LESSOR:						NEOMED INSTITUTE
						7171, Xxxxxxxxx-Xxxxxxx
						Montreal (Quebec)
						H4S 1Z9
						Xxxxxxx Xxxxxxx, CFO
LESSEE:						ENGENE INC.
						7171, Xxxxxxxxx-Xxxxxxx
						Montreal (Quebec)
						H4S 1Z9
						Xxxxxxx Xxxxxx, CTO