NINTH AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT
Exhibit 10.32
[***] Certain information in this document has been omitted from this exhibit because it is both
(i) not material and (ii) would be competitively harmful if publicly disclosed.
NINTH AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT
This Ninth Amendment (this “Ninth Amendment”), effective January 8, 2021 (“Ninth Amendment Effective Date”), is by and between ▇. ▇▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇ Ltd, with an office and place of business at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇ Inc., with an office and place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ U.S.A. (together referred to as “Roche”), and Blueprint Medicines Corporation, with a principal place of business at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.▇. (“BPM”). Capitalized terms used and not otherwise defined in this Ninth Amendment shall have the meanings set forth in the Agreement (as defined below).
WHEREAS, BPM and Roche entered into a Collaboration and License Agreement, dated March 14, 2016, as amended by an amendment, effective April 15, 2016, a second amendment, effective April 27, 2016, a third amendment, effective August 4, 2016, a fourth amendment, effective February 25, 2019, a fifth amendment, effective June 28, 2019, a sixth amendment effective November 1, 2019, a seventh amendment effective December 17, 2019 and an eighth amendment effective April 30, 2020 (collectively, the “Agreement”);
WHEREAS, BPM and Roche desire to amend certain terms under the Agreement, as set forth below; and
WHEREAS, the Parties wish to terminate each of [***] and [***] as a Collaboration Target under the Agreement;
NOW THEREFORE, Roche and Blueprint hereby agree as follows:
“The term ‘Option Period’ shall mean, for each Collaboration Target, the period beginning on the date the MTD for the first Product for such Collaboration Target is designated by the JDC and ending upon the earliest of (i) the date that such Collaboration Target becomes a Leftover Target, (ii) [***] after Roche’s receipt of the Option Data Package for such Collaboration Target, (iii) the date such Collaboration Target becomes a Terminated Target, (iv) the date upon which a Product (including Backup Compounds) for such Collaboration Target is no longer in GLP Tox Studies, in Phase I Studies, or progressing from GLP Tox Studies to Phase I Studies, or (v) [***] after achievement of Lead Series Identified Criteria has been confirmed by the JRC for such Collaboration Target if Initiation of the GLP Tox Study has not been achieved for such Collaboration Target prior to such date; provided, however, that [***], for purposes of this clause 1.86(v), [***]. Promptly after the Ninth Amendment Effective Date, the JRC will [***] as the JRC deems reasonably appropriate. [***]. In the event that the JRC subsequently [***].
▇.▇▇ the event that (A) Initiation of the GLP Tox Study [***] or (B) prior to [***], the JRC determines [***] shall not be continued for any reason, then [***] shall automatically be classified as a “Terminated Target” under the Agreement in all countries in the Territory as if terminated in accordance with Section 21.2.4 (the failure to satisfy the deadline under clause (A)
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or the occurrence of the trigger under clause (B), as applicable, is hereinafter referred to as the “[***]”). Notwithstanding the written notice period set forth in such Section 21.2.4, the effective date of termination of such Terminated Target will be the [***]. Further, effective as of the [***], this Ninth Amendment will be deemed to constitute a “Continuation Election Notice” in accordance with Section 21.3.1 and Roche will comply with its obligations under 21.3.1 and 21.3.4; provided that no payment will be due or payable to Roche under Section 21.3.1(f) or 21.3.4.4. As of the [***], (a) the rights and licenses granted by BPM to Roche under the Agreement related to [***] will terminate in their entirety in all countries in the Territory, (b) except as set forth herein, the rights and obligations of the Parties under the Agreement will terminate with respect to [***], (c) Roche’s obligations under Section 20.1 will survive with respect to [***], (d) BPM will solely own all Collaboration Compounds and Other Compounds for [***], including their methods of manufacture and use, and all Patent Rights and Know-How relating thereto, and (e) BPM will have the right to (i) research, develop, manufacture, commercialize and otherwise exploit compounds and products related to [***] outside of the Agreement without any financial obligations to Roche, (ii) publish data and other Know-How related to [***] (including without limitation Collaboration Compounds and Other Compounds for such Terminated Target) generated by or on behalf of the Parties under the Agreement prior to the [***] or thereafter without obtaining prior review or approval from Roche and (iii) disclose, in its sole discretion, in a manner consistent with BPM’s then-current disclosure or publication practices or policies, that such data or Know-How was generated under the Agreement and/or the names and affiliations of the individuals involved in the generation of such data or Know-How, if and as applicable.
3.Effective as of the Ninth Amendment Effective Date, [***] shall be classified as a “Terminated Target” under the Agreement in all countries in the Territory as if terminated in accordance with Section 21.2.4 (provided that the Parties hereby waive the written notice period set forth in Section 21.2.4). Further, this Ninth Amendment will be deemed to constitute a “Continuation Election Notice” in accordance with Section 21.3.1 and Roche will comply with its obligations under 21.3.1 and 21.3.4; provided that there will be no Transfer Activities (as defined in Section 21.3.4.4(d)) related to [***] other than the transfer by Roche to BPM of any and all preclinical data and reports in Roche’s possession and control related to Collaboration Compounds and Other Compounds for [***] (including without limitation data and reports generated pursuant to the [***] (as defined below)) and no payment will be due or payable to Roche under Section 21.3.1(f) or 21.3.4.4. As of the Ninth Amendment Effective Date, (a) except to the extent necessary to conduct the [***] (as defined below), the rights and licenses granted by BPM to Roche under the Agreement related to [***] will terminate in their entirety in all countries in the Territory, (b) except as set forth herein, the rights and obligations of the Parties under the Agreement will terminate with respect to [***], (c) Roche’s obligations under Section 20.1 will survive with respect to [***], (d) BPM will solely own all Collaboration Compounds and Other Compounds for [***], including [***] (as defined below)), and (e) BPM will have the right to (i) research, develop, manufacture, commercialize and otherwise exploit compounds and products related to [***] outside of the Agreement without any financial obligations to Roche, (ii) publish data and other Know-How related to [***] (including without limitation the name of the target and Collaboration Compounds and Other Compounds for such Terminated Target) generated by or on behalf of the Parties under the Agreement prior to the Ninth Amendment Effective Date or thereafter without obtaining prior review or approval from Roche and (iii) disclose, in its sole discretion, in a manner consistent with BPM’s then-current disclosure or publication practices or policies, that such data or Know-How was generated under the Agreement (including without limitation pursuant to the [***]) and/or the names and affiliations of the individuals involved in the generation of such data or Know-How, if and as applicable. Notwithstanding the foregoing, it is hereby acknowledged and agreed by the Parties that (x) Roche and BPM will conduct the [***] and (y) the Parties under the supervision of the JRC will [***] unless otherwise mutually agreed in
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writing; provided, however, that in the event that the Parties are unable to agree upon the content for such publication on or prior to [***], then the obligations of the Parties under clause (y) shall terminate as of such date.
4.Effective as of the Ninth Amendment Effective Date, [***] shall be classified as a “Terminated Target” under the Agreement in all countries in the Territory as if terminated in accordance with Section 21.2.4 (provided that the Parties hereby waive the written notice period set forth in Section 21.2.4). Further, this Ninth Amendment will be deemed to constitute a “Continuation Election Notice” in accordance with Section 21.3.1 and Roche will comply with its obligations under 21.3.1 and 21.3.4; provided that there will be no Transfer Activities (as defined in Section 21.3.4.4(d)) related to [***] other than the transfer by Roche to BPM of any and all preclinical data and reports in Roche’s possession and control related to Collaboration Compounds and Other Compounds for [***] (including without limitation data and reports generated pursuant to the [***] (as defined below)) and no payment will be due or payable to Roche under Section 21.3.1(f) or 21.3.4.4. As of the Ninth Amendment Effective Date, (a) except to the extent necessary to conduct the [***] (as defined below), the rights and licenses granted by BPM to Roche under the Agreement related to [***] will terminate in their entirety in all countries in the Territory, (b) except as set forth herein, the rights and obligations of the Parties under the Agreement will terminate with respect to [***], (c) Roche’s obligations under Section 20.1 will survive with respect to [***],(d) BPM will solely own all Collaboration Compounds and Other Compounds for [***] (as defined below)) and (e) BPM will have the right to (i) research, develop, manufacture, commercialize and otherwise exploit compounds and products related to [***] outside of the Agreement without any financial obligations to Roche, (ii) publish data and other Know-How related to [***] (including without limitation the name of the target and Collaboration Compounds and Other Compounds for such Terminated Target) generated by or on behalf of the Parties under the Agreement prior to the Ninth Amendment Effective Date or thereafter without obtaining prior review or approval from Roche and (iii) disclose, in its sole discretion, in a manner consistent with BPM’s then-current disclosure or publication practices or policies that such data or Know-How was generated under the Agreement (including without limitation pursuant to the [***]) and/or the names and affiliations of the individuals involved in the generation of such data or Know-How, if and as applicable. Notwithstanding the foregoing, (x) Roche and BPM will conduct [***] and (y) the Parties under the supervision of the JRC will [***] unless otherwise mutually agreed in writing; provided, however, that in the event that the Parties are unable to agree upon the content for such publication on or prior to [***], then the obligations of the Parties under clause (y) shall terminate as of such date.
5.This Ninth Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or other electronic signature) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
6.This Ninth Amendment shall be effective as of the Ninth Amendment Effective Date. On and after the Ninth Amendment Effective Date, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each similar reference in the other documents entered into in connection with the Agreement, shall mean and be a reference to the Agreement, as amended by this Ninth Amendment. Except as specifically amended above, the Agreement shall remain in full force and effect in accordance with its terms and is hereby ratified and confirmed.
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7.This Ninth Amendment shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of laws principles, and shall not be governed by the United Nations Convention of International Contracts on the Sale of Goods (the Vienna Convention).
[Signature page follows]
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IN WITNESS WHEREOF, the Parties have caused this Ninth Amendment to be executed by their respective duly authorized representatives as of the Ninth Amendment Effective Date.
Blueprint Medicines Corporation /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title:President & Chief Executive Officer |
▇. ▇▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇ Ltd /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: Markus Keller Title: Global Alliance & Asset Management Director | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: Stefan Arnold Title: Head Legal Pharma |
▇▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇ Inc. /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title:Authorized Signatory |
Schedule A
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Schedule B
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