Exhibit 10.1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT PASSAGE BIO, INC. TREATS AS PRIVATE OR CONFIDENTIAL.
AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (GM1)
This Amendment to the Exclusive license Agreement (GM1) (the “Amendment”), is
entered into as of May 7, 2025 (the “Amendment Effective Date”), by and between Passage Bio, Inc. (“Passage”) and Gemma Biotherapeutics, Inc. (“Gemma”).
RECITALS
WHEREAS, Passage and Gemma entered into that certain Exclusive License Agreement (GM1), dated as of July 31, 2024 (the “Agreement”); and
WHEREAS, the Parties have mutually agreed to amend the Agreement as follows, in accordance with Section 12.7 of the Agreement;
NOW, THEREFORE, in consideration of the various promises and undertakings set forth herein, and on the terms and subject to the conditions set forth herein, the Parties hereby agree as follows:
2. | A new Section 1.124 is hereby added to the Agreement as follows: |
“Qualified Financing” means the next financing, or series of financings, after the Effective Date in which Gemma receives at least [*] in the aggregate, but excluding any non-dilutive financing.
Product Supply for Clinical Studies. As partial consideration for the License and other rights granted by Passage to Gemma herein, and in exchange for Passage’s supply of product for the conduct of Clinical Studies for the Licensed Products by Gemma or its designee, Gemma shall pay to Passage a one-time, non-refundable, non-creditable product purchase fee of $10,000,000, of which (a) fifty percent (50%) shall be paid to Passage within ten (10) days after the Effective Date, and (b) the other fifty percent (50%) shall be paid to Passage upon the closing of a Qualified Financing.
[Signature page follows]
IN WITNESS WHEREOF, Passage and Gemma have caused this Amendment to be executed and delivered by their respective officers thereunto duly authorized, all as of the Amendment Effective Date.
Passage Bio, Inc.Gemma Biotherapeutics, Inc.
By: /s/ Will Chou By: /s/ James M. Wilson
Name: Will Chou, M.D.Name: James M. Wilson, M.D., Ph.D.
Title: Chief Executive OfficerTitle: Chief Executive Officer
[Signature Page to Amendment to the Exclusive License Agreement (GM1)]