UNDERWRITING AGREEMENT PASSAGE BIO, INC. [•] Shares of Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • January 19th, 2021 • Passage BIO, Inc. • Biological products, (no disgnostic substances) • New York
INDEMNITY AGREEMENTIndemnity Agreement • February 3rd, 2020 • Passage BIO, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnity Agreement, dated as of , 20 is made by and between Passage Bio, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2024 • Passage BIO, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of March 1, 2024 (the “Effective Date”) by and between Passage BIO, Inc. (the “Company”), and Kathleen Borthwick (the “Employee”) (collectively, the “Parties”).
LEASELease • February 3rd, 2020 • Passage BIO, Inc. • Biological products, (no disgnostic substances)
contractor fees, overhead, and profit, and the cost of all labor and materials supplied by the general contractor engaged by Landlord (“Contractor”), suppliers, independent contractors, and subcontractors arising in connection with the Leasehold Improvements.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 18th, 2020 • Passage BIO, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Passage BIO, Inc. (the “Company”), and Gary Romano (the “Employee”) (collectively, the “Parties”) and will become effective on the day immediately prior to the first date on which the Registration Statement on Form S-1 for the initial public offering of the Company’s common stock is declared effective by the United States Securities and Exchange Commission. This Agreement amends, restates and supersedes any written or unwritten agreement or understanding between the Parties regarding the subject matter hereof, including the Prior Employment Agreement (defined below).
LEASEPassage BIO, Inc. • May 11th, 2020 • Biological products, (no disgnostic substances)
PASSAGE BIO, INC. COMMON STOCK SALES AGREEMENTSales Agreement • March 5th, 2021 • Passage BIO, Inc. • Biological products, (no disgnostic substances) • New York
Passage Bio, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 18th, 2020 • Passage BIO, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of February 13, 2020 by and between Passage BIO, Inc. (the “Company”), and Bruce Goldsmith (the “Employee”) (collectively, the “Parties”).
PASSAGE BIO, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 3rd, 2020 • Passage BIO, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 21st day of August, 2019, by and among Passage BIO, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and the common stockholders listed on Schedule B hereto, each of which is referred to in this Agreement as a “Penn Holder”.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PASSAGE BIO, INC. IF PUBLICLY DISCLOSED. RESEARCH, COLLABORATION & LICENSE AGREEMENT...License Agreement • February 3rd, 2020 • Passage BIO, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Research, Collaboration & License Agreement (this “Agreement”) is dated as of September 18, 2018 (the “Effective Date”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), and Passage Bio, Inc., a corporation organized under the laws of the state of Delaware (“Licensee”). Penn and Licensee may be referred to herein as a “Party” or, collectively, as “Parties”.
AMENDED AND RESTATED DEVELOPMENT SERVICES AND CLINICAL SUPPLY AGREEMENT by and between PASSAGE BIO, INC. and CATALENT MARYLAND, INC. Dated as of November 9, 2023Development Services and Clinical Supply Agreement • March 4th, 2024 • Passage BIO, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED DEVELOPMENT SERVICES AND CLINICAL SUPPLY AGREEMENT (this “Agreement”), dated as of the 9th day of November, 2023, (the “Amendment Effective Date”), is entered into by and between PASSAGE BIO, INC., a corporation organized and existing under the Laws of Delaware and having a place of business at One Commerce Square, 2005 Market Street, 39th Floor, Philadelphia, Pennsylvania 19193 (“Passage Bio”), and CATALENT MARYLAND, INC. (formerly PARAGON BIOSERVICES, INC.), a corporation organized and existing under the Laws of Delaware and having a place of business at 801 West Baltimore Street, Suite 302, Baltimore, Maryland 21201 (“Catalent”). Passage Bio and Catalent are sometimes referred to herein, individually, as a “Party” and collectively as the “Parties.”
AMENDMENT No. 6 TO AMENDED AND RESTATED RESEARCH, COLLABORATION AND LICENSE AGREEMENTPassage BIO, Inc. • March 3rd, 2022 • Biological products, (no disgnostic substances)
This AMENDMENT No. 6 to the Amended and Restated Research, Collaboration and License Agreement dated May 5, 2020 is entered into as of November 12, 2021 (the “Amendment No. 6 to Restated Agreement Effective Date”) by and between Passage Bio, Inc., a corporation organized under the laws of Delaware (“Passage” or “Licensee”) with offices at 2005 Market St, 39th Floor, Philadelphia, PA 19103, and The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at Penn Center for Innovation, 3600 Civic Center Blvd., 9th Floor, Philadelphia, PA 19104 (“Penn”) and amends the Amended and Restated Research Collaboration and License Agreement dated May 5, 2020, as amended by the Amendment No.1 dated August 13, 2020, Amendment No. 2 dated November 2, 2020, Amendment No. 3 dated December 9, 2020, Amendment No.4 dated June 2, 2021, and Amendment No. 5, dated August 2, 2021 (the “Restated Agreement”). Passage and Penn are referred to collectively as the “Pa
CONSULTING AGREEMENTConsulting Agreement • February 3rd, 2020 • Passage BIO, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into by and between Passage BIO, Inc. (the “Company”), and Stephen Squinto, Ph.D. (the “Consultant”) (collectively, the “Parties”) and will become effective on January 31, 2020 (the “Effective Date”). This Agreement replaces and supersedes any written or unwritten agreement or understanding between the Parties regarding the subject matter hereof, including the Employment Agreement (defined below).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Letter Agreement • May 11th, 2023 • Passage BIO, Inc. • Biological products, (no disgnostic substances)
This letter agreement (this “Agreement”) is entered into between Catalent Maryland, Inc. (“Catalent”) and Passage Bio Inc. (“Passage Bio”) (each, a “Party” and together, the “Parties”). Reference is made to that certain Collaboration Agreement dated June 28, 2019, by and between Catalent (as successor-in-interest to Paragon Bioservices, Inc.) and Passage Bio (the “Collaboration Agreement”) and that certain Development Services and Clinical Supply Agreement dated April 13, 2020, by and between Catalent and Passage Bio (the “Development Agreement”; and together with the Collaboration Agreement, the “Existing Agreements”). All capitalized terms used but not defined herein shall have the meaning ascribed to them in the Collaboration Agreement or Development Agreement, as appropriate.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PASSAGE BIO, INC. IF PUBLICLY DISCLOSEDPassage BIO, Inc. • March 3rd, 2022 • Biological products, (no disgnostic substances)
This AMENDMENT No. 4 to the Amended and Restated Research, Collaboration and License Agreement dated May 5, 2020 is entered into as of June 2, 2021 (the “Amendment No. 4 to Restated Agreement Effective Date”) by and between Passage Bio, Inc., a corporation organized under the laws of Delaware (“Passage”) with offices at One Commerce Square, 2005 Market St, 39th Floor, Philadelphia, PA 19103, and The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at Penn Center for Innovation, 3600 Civic Center Blvd., 9th Floor, Philadelphia, PA 19104 (“Penn”) and amends the Amended and Restated Research Collaboration and License Agreement dated May 5, 2020, as amended by the Amendment No.1 dated August 13, 2020, Amendment No. 2 dated November 2, 2020, and Amendment No. 3 dated December 9, 2020 (the “Restated Agreement”). Passage and Penn are referred to collectively as the “Parties” and individually as a “Party.”
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIALEmployment Agreement • November 13th, 2023 • Passage BIO, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This letter confirms the agreement (“Agreement”) between you and Passage Bio, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.
CONSULTING AGREEMENTConsulting Agreement • January 10th, 2020 • Passage BIO, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Consulting Agreement (“Agreement”) is entered into as of January 8, 2019 (“Effective Date”), by and between Passage BIO, Inc., (“Company”) and James Wilson, M.D., Ph.D., an individual (“Consultant”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIALRestrictive Covenant Agreement • March 3rd, 2022 • Passage BIO, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This letter confirms the agreement (“Agreement”) between you and Passage Bio, Inc. (the “Company”) concerning the terms of your transition and the termination of your employment with the Company without Cause (as defined in the Amended and Restated Employment Agreement that you entered into with the Company on November 12, 2018, as amended, attached hereto as Exhibit A (the “Employment Agreement”). If you agree to the terms outlined herein, please sign and return this Agreement to me in the timeframe outlined below.
CONSULTING AGREEMENTConsulting Agreement • February 3rd, 2020 • Passage BIO, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Consulting Agreement (“Agreement”) is entered into as of January 8, 2019 (“Effective Date”), by and between Passage BIO, Inc., (“Company”) and James Wilson, M.D., Ph.D., an individual (“Consultant”).
AMENDMENT No. 1 TO AMENDED AND RESTATED RESEARCH, COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • November 10th, 2020 • Passage BIO, Inc. • Biological products, (no disgnostic substances)
This AMENDMENT No. 1 to the Amended and Restated Research, Collaboration and License Agreement dated May 5, 2020 (“Amendment No. 1 to Restated Agreement”) is entered into as of August 13, 2020 (the “Amendment No. 1 to Restated Agreement Effective Date”) by and between Passage Bio, Inc., a corporation organized under the laws of Delaware (“Passage”) with offices at 2001 Market St, 28th Floor, Philadelphia, PA 19103, and The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at Penn Center for Innovation, 3600 Civic Center Blvd., 9th Floor, Philadelphia, PA 19104 (“Penn”) and amends the Amended and Restated Research Collaboration and License Agreement dated May 5, 2020 (the “Restated Agreement”). Passage and Penn are referred to collectively as the “Parties” and individually as a “Party.”
AMENDMENT No. 2 TO AMENDED AND RESTATED RESEARCH, COLLABORATION AND LICENSE AGREEMENTPassage BIO, Inc. • January 19th, 2021 • Biological products, (no disgnostic substances)
This AMENDMENT No. 2 to the Amended and Restated Research, Collaboration and License Agreement dated May 5, 2020 is entered into as of November 2, 2020 (the “Amendment No. 2 to Restated Agreement Effective Date”) by and between Passage Bio, Inc., a corporation organized under the laws of Delaware (“Passage”) with offices at 2001 Market St, 28th Floor, Philadelphia, PA 19103, and The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at Penn Center for Innovation, 3600 Civic Center Blvd., 9th Floor, Philadelphia, PA 19104 (“Penn”) and amends the Amendment No.1 to the Amended and Restated Agreement dated August 13, 2020, and the Amended and Restated Research Colaboration and License Agreement dated May 5, 2020, as amended by the Amendment No.1 dated August 13, 2020 (the “Restated Agreement”). Passage and Penn are referred to collectively as the “Parties” and individually as a “Party.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2021 • Passage BIO, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of November 12, 2018 by and between Passage BIO, Inc. (the “Company”), and Jill Quigley (“Ms. Quigley”) (collectively, the “Parties”). This Agreement amends, restates and supersedes any prior written employment agreement between the Parties and any other written or unwritten agreement or understanding between the Parties regarding the subject matter hereof.
LEASE AGREEMENT Hopewell campus owner LLC (LANDLORD) toLease Agreement • December 18th, 2020 • Passage BIO, Inc. • Biological products, (no disgnostic substances) • New Jersey
THIS LEASE (“Lease”), made and entered into this day of December, 2020, (the “Effective Date”) by and between HOPEWELL CAMPUS OWNER, LLC, a Delaware limited liability company, having an office at c/o Lincoln Equities Group, One Meadowlands Plaza, Suite 803, East Rutherford, NJ 07073 (the “Landlord”), and PASSAGE BIO, INC., a Delaware corporation, having an office at Two Commerce Square, 2001 Market Street, 28th Floor, Philadelphia, PA, 19103 (the “Tenant”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Letter Agreement • May 11th, 2023 • Passage BIO, Inc. • Biological products, (no disgnostic substances)
This letter agreement (this “Agreement”) is entered into between Catalent Maryland, Inc. (“Catalent”) and Passage Bio Inc. (“Passage Bio”) (each, a “Party”; and together the “Parties”). Reference is made to that certain Collaboration Agreement dated June 28, 2019, by and between Catalent (as successor-in-interest to Paragon Bioservices, Inc.) and Passage Bio (the “Collaboration Agreement”) and that certain Development Services and Clinical Supply Agreement dated April 13, 2020, by and between Catalent and Passage Bio (the “Development Agreement”; and together with the Collaboration Agreement, the “Existing Agreements”). All capitalized terms used but not defined herein shall have the meaning ascribed to them in the Collaboration Agreement or Development Agreement, as appropriate.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIALPassage BIO, Inc. • March 6th, 2023 • Biological products, (no disgnostic substances) • Pennsylvania
This letter confirms the agreement (“Agreement”) between you and Passage Bio, Inc. (the “Company”) concerning the terms of your transition and separation from your employment with the Company. If you agree to the terms outlined herein, please sign and return this Agreement to me in the timeframe outlined below.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PASSAGE BIO, INC. IF PUBLICLY DISCLOSED. AMENDED AND RESTATED RESEARCH, COLLABORATION &...License Agreement • August 13th, 2020 • Passage BIO, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Amended and Restated Research, Collaboration & License Agreement (this “Agreement”) is effective as of September 18, 2018 (“Effective Date”), and is restated as of May 5, 2020 (the “Restatement Date”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), and Passage Bio, Inc., a corporation organized under the laws of the state of Delaware (“Licensee”). Penn and Licensee may be referred to herein as a “Party” or, collectively, as “Parties”.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIALPassage BIO, Inc. • November 13th, 2023 • Biological products, (no disgnostic substances) • Pennsylvania
This letter confirms the agreement (“Agreement”) between you and Passage Bio, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.
FIRST AMENDMENT TO LEASEPassage BIO, Inc. • May 11th, 2020 • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LEASE (“Amendment”) is made and entered into as of ________________, by and between PHILADELPHIA PLAZA - PHASE II LP, a Pennsylvania limited partnership (“Landlord”), and PASSAGE BIO, INC., a Delaware corporation (“Tenant”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PASSAGE BIO, INC. IF PUBLICLY DISCLOSEDPassage BIO, Inc. • March 3rd, 2022 • Biological products, (no disgnostic substances)
This AMENDMENT No. 7 to the Amended and Restated Research, Collaboration and License Agreement is entered into as of December 3, 2021 (the “Amendment No. 7 Effective Date”) by and between Passage Bio, Inc., a corporation organized under the laws of Delaware (“Passage” or “Licensee”) with offices at 2005 Market St, 39th Floor, Philadelphia, PA 19103, and The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at Penn Center for Innovation, 3600 Civic Center Blvd., 9th Floor, Philadelphia, PA 19104 (“Penn”) and amends the Amended and Restated Research Collaboration and License Agreement dated May 5, 2020, as amended by the Amendment No.1 dated August 13, 2020, Amendment No. 2 dated November 2, 2020, Amendment No. 3 dated December 9, 2020, Amendment No.4 dated June 2, 2021, Amendment No. 5, dated August 2, 2021, and Amendment 6, dated November 12, 2021 (the “Restated Agreement”). Passage and Penn are referred to collectively as the “Parti
AMENDMENT No. 3 TO AMENDED AND RESTATED RESEARCH, COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • January 19th, 2021 • Passage BIO, Inc. • Biological products, (no disgnostic substances)
This AMENDMENT No. 3 to the Amended and Restated Research, Collaboration and License Agreement dated May 5, 2020 is entered into as of December 9, 2020 (the “Amendment No. 3 to Restated Agreement Effective Date”) by and between Passage Bio, Inc., a corporation organized under the laws of Delaware (“Passage”) with offices at 2001 Market St, 28th Floor, Philadelphia, PA 19103, and The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at Penn Center for Innovation, 3600 Civic Center Blvd., 9th Floor, Philadelphia, PA 19104 (“Penn”) and amends the Amended and Restated Research Collaboration and License Agreement dated May 5, 2020, as amended by the Amendment No.1 dated August 13, 2020 and Amendment No. 2 dated November 2, 2020 (the “Restated Agreement”). Passage and Penn are referred to collectively as the “Parties” and individually as a “Party.”
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PASSAGE BIO, INC. IF PUBLICLY DISCLOSED. FIFTH AMENDMENT TO AMENDED AND RESTATED...License Agreement • November 4th, 2021 • Passage BIO, Inc. • Biological products, (no disgnostic substances)
This Fifth Amendment (“Fifth Amendment”) is effective as of August 3, 2021 (“Fifth Amendment Effective Date”) to amend the Amended and Restated Research, Collaboration & License Agreement, as amended to date (the “Agreement”) entered into as of May 5, 2020 by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), and Passage Bio, Inc., a corporation organized under the laws of the state of Delaware (“Licensee”). Penn and Licensee may be referred to herein as a “Party” or, collectively, as “Parties”. Capitalized terms that are used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
