Exhibit 10.2
AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (KRABBE)
This Amendment to the Exclusive license Agreement (Krabbe) (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 (Krabbe), 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:
3. | “[Reserved]” |
“[Reserved]”
“Product Supply; Upfront Fee. 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 a Clinical Study for a Licensed Product by Gemma or its designee, Gemma shall pay to Passage a one-time, non-refundable, non-creditable upfront fee of $5,000,000 on or before May 31, 2025.”
Docusign Envelope ID: 46012945-631A-43B9-BFC0-21D33936F25D
[Signature page follows]
Docusign Envelope ID: 46012945-631A-43B9-BFC0-21D33936F25D
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 (Krabbe)]