3rd AMENDMENT TO RESEARCH, COLLABORATION AND LICENSE AGREEMENT
Exhibit 10.17
[***] Text Omitted and Filed Separately with the Securities and Exchange Commission
Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
3rd AMENDMENT TO RESEARCH, COLLABORATION AND LICENSE AGREEMENT
This THIRD AMENDMENT (“Third Amendment”) is entered into as of October 30, 2017 (the “Third Amendment Effective Date”) by and between Dimension Therapeutics Inc., having its principal offices at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Licensee”), and The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at Penn Center for Innovation, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (“Penn”). Licensee and Penn are sometimes hereinafter referred to collectively as the “Parties” and individually as a “Party.”
WHEREAS, the Parties entered into a Research, Collaboration & License Agreement having an effective date of May 5, 2016 as amended by the First Amendment dated October 18, 2016 and the Second Amendment Dated December 23, 2016 (collectively the “Agreement”); and
WHEREAS, the Parties wish to amend the Agreement to include additional research and funding;
NOW, THEREFORE, in consideration of the promises and mutual covenants contained in the Agreement and herein, and intending to be legally bound hereby, the Parties agree as follows:
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1. |
The Research Plan set forth in Exhibit B of the Agreement is hereby amended to incorporate the updated tasks and activities listed for 2017 under Schedule A to this Third Amendment. |
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2. |
The Research Program Budget in Exhibit C of the Agreement is hereby amended to include the research budget and corresponding payment schedule for 2017 as set forth in Schedule B to this Third Amendment. |
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Section 2.3.1(a) of the Agreement is hereby deleted it in its entirety and replaced with the following language: |
“Within [***] days of the Effective Date, Licensee shall pay to Penn an amount of $[***] for performance of the research and development under the Research Program for [***].
On [***], Licensee shall pay to Penn an amount of $[***] for performance of the research and development under the Research Program for [***].
On [***], Licensee shall pay to Penn an amount of $[***] for performance of the research and development under the Research Program for [***].
On [***], Licensee shall pay to Penn an amount of $[***] as detailed in Schedule B, provided however, that prior to the [***] payment date, Licensee and Penn shall review the payments made by Licensee during [***] in connection with work performed under the Research Program through [***].
On [***], Licensee shall pay Penn an amount of [***] for performance of the research and development under the Research Program for [***].
[***] Text Omitted and Filed Separately with the Securities and Exchange Commission
Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
University of Pennsylvania
Page 2 of 8
[***] after Effective Date of this Third Amendment, Licensee shall pay Penn an amount of [***], as detailed in Schedule B, for performance of the research and development under the Research Program for [***].
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This Third Amendment and the Agreement, including all Exhibits, Appendices and Schedules thereto, contain the entire understanding among the Parties respecting the subject matter hereof and thereof and supersede any and all prior agreements, understandings and arrangements whether written or oral among the Parties with respect to the matters contained in the Agreement and this Third Amendment. No amendments, changes, modifications or alterations of the terms and conditions of this Third Amendment shall be binding upon any Party, unless in writing and signed by an authorized Representative of each Party. |
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Except as expressly modified by this Amendment, the other terms and conditions of the Agreement shall remain in full force and effect. |
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This Third Amendment may be executed in counterparts, each of which will be deemed an original, and all of which together will be deemed to be on and the same instrument. A facsimile or a portable document format (PDF) copy of this Third Amendment, including the signature pages, will be deemed an original. Executed signature pages may be transmitted by e-mail transmission. |
(Signatures on following page)
[***] Text Omitted and Filed Separately with the Securities and Exchange Commission
Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
University of Pennsylvania
Page 3 of 8
IN WITNESS WHEREOF the Parties hereto have caused this Second Amendment to be executed and delivered by their duly authorized representatives as set forth below.
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Agreed on behalf of: |
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Agreed on behalf of: |
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Dimension Therapeutics Inc. |
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The Trustees of the University of Pennsylvania
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By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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(Signature) |
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(Signature) |
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Name:▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Ph.D |
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Title: Chief Operating Officer |
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Associate Vice ▇▇▇▇▇▇▇ for |
Acknowledged as Read and Understood
by Penn Principal Investigator
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
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(Signature) |
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Name:Dr. ▇▇▇▇▇ ▇▇▇▇▇▇ |
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[***] Text Omitted and Filed Separately with the Securities and Exchange Commission
Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
University of Pennsylvania
Page 4 of 8
Schedule A
UPenn / Dimension Therapeutics
Dimension Sponsored Research Agreement 2017 Amendment 3
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▇▇▇▇▇▇’▇ Disease Work Plan
[***]
[***] Text Omitted and Filed Separately with the Securities and Exchange Commission
Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
University of Pennsylvania
Page 5 of 8
Phenylketonuria Work Plan for 2017
[***]
[***] Text Omitted and Filed Separately with the Securities and Exchange Commission
Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
University of Pennsylvania
Page 6 of 8
Citrullinemia Work Plan for 2017
[***]
[***] Text Omitted and Filed Separately with the Securities and Exchange Commission
Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
University of Pennsylvania
Page 7 of 8
[***] Text Omitted and Filed Separately with the Securities and Exchange Commission
Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
University of Pennsylvania
Page 8 of 8
Payment Schedule
Calendar Year 2017 Payment Schedule
Payment Due Date Amount of Payment to PennPayment Status
[***] [***][***]
[***] After Third Amendment
Effective Date [***][***]
[***] of the Final Report [***][***]