LICENSE AND OPTION AGREEMENT by and between SPARK THERAPEUTICS, INC. and SELECTA BIOSCIENCES, INC. December 2, 2016License and Option Agreement • December 14th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • New York
This License and Option Agreement (hereinafter “Agreement”), effective as of December 2, 2016 (the “Effective Date”), is made by and between Spark Therapeutics, Inc., a Delaware corporation with corporate offices at 3737 Market Street, Suite 1300, Philadelphia, PA 19104 (“Spark”) and Selecta Biosciences, Inc., a Delaware corporation with corporate offices at 480 Arsenal Street, Building One, Watertown, MA 02472 (“Selecta”) (each, a “Party” and collectively, the “Parties”).
CERTAIN MATERIAL (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. December 2, 2016 Massachusetts...Letter Agreement • December 14th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • Massachusetts
This letter agreement (“Letter Agreement”) confirms the understanding between the Massachusetts Institute of Technology (“M.I.T.”) and Selecta Biosciences, Inc. (“Selecta”) with respect to certain additional payments to be made by Selecta to M.I.T. in consideration for M.I.T. entering that certain letter agreement by and among M.I.T., Selecta and Spark Therapeutics, Inc. (“Spark”) dated as of the date hereof (“3-Way Letter Agreement”) related to that certain Exclusive Patent License Agreement between M.I.T. and Selecta dated as of November 25, 2008, as may be amended pursuant to its terms (“M.I.T. Agreement”) and that certain License and Option Agreement between Selecta and Spark dated as of the date hereof (“Spark Agreement”). Selecta and M.I.T. are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Letter Agreement shall have the meaning set forth in the Spark Agreement.
THIRD AMENDMENTExclusive Patent License Agreement • December 14th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations
This Third Amendment, effective as of the date set forth above the signatures of the parties below, amends the Exclusive Patent License Agreement effective November 25, 2008, as amended by a First Amendment dated January 12, 2010, a Letter Amendment dated November 27, 2012, a Letter Agreement dated November 27, 2012 and a Second Amendment dated August 29, 2013 (the “License Agreement”) between the Massachusetts Institute of Technology, a Massachusetts corporation having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts, 02139 (“M.I.T.”), and Selecta Biosciences, Inc., a Delaware corporation, with a principal place of business at 480 Arsenal Street, Building One, Watertown, MA 02472 (“COMPANY”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 14th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of December 2, 2016 (the “Signing Date”), by and between Selecta Biosciences, Inc., a Delaware corporation (the “Company”), and Spark Therapeutics, Inc., a Delaware corporation (the “Purchaser”).
December 2, 2016 Massachusetts Institute of Technology Technology Licensing Office, Rm NE18-501 Cambridge, MA 02142-1601 Attention: Director Selecta Biosciences, Inc. Watertown, MA 02472 Attention: General Counsel Facsimile No.: 617-924-3454 RE:...Letter Agreement • December 14th, 2016 • Selecta Biosciences Inc • Pharmaceutical preparations
This letter agreement (“Letter Agreement”) confirms the understanding between the Massachusetts Institute of Technology (“M.I.T.”), Selecta Biosciences, Inc. (“Selecta”) and Spark Therapeutics, Inc. (“Spark”) with respect to certain rights of M.I.T. that M.I.T. has licensed to Selecta pursuant to that certain Exclusive Patent License Agreement between M.I.T. and Selecta dated as of November 25, 2008, as may be amended pursuant to its terms (“M.I.T. Agreement”), and that, in turn, Selecta has sublicensed (or, upon Spark’s exercise of Options thereunder, will sublicense) to Spark pursuant to that certain License and Option Agreement between Selecta and Spark dated as of the date hereof (“Spark Agreement”). Spark, Selecta and M.I.T. are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Letter Agreement shall have the meaning set forth in the Spark Agreement, provided that terms below in all capitals shall ha
