AMENDMENT NO. 1 TO THE MASTER SERVICES AGREEMENT
Exhibit 10.8
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
CONFIDENTIAL
AMENDMENT NO. 1 TO THE MASTER SERVICES AGREEMENT
THIS AMENDMENT NO. 1 TO THE MASTER SERVICES AGREEMENT (this “Amendment No. 1”), effective as of March 4, 2026 (“the Amendment No. 1 Effective Date”), is entered and made by and between WuXi Biologics (Hong Kong) Limited, having an address at ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (“Provider”), and Invivyd, Inc. having its principal place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Client”). Provider and Client may be referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, Client was formerly known as “Adagio Therapeutics, Inc.” with its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; and
WHEREAS, Provider’s address was formerly at “▇▇▇▇/▇▇▇▇▇, ▇/▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇” and Client’s address was formerly at “▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇”; and
WHEREAS, Provider and Client (then still known as Adagio Therapeutics, Inc.) entered into that certain Master Services Agreement, dated as of July 21, 2020 (the “Agreement”); and
WHEREAS, the Parties now desire to amend the Agreement as set forth herein;
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein below, the sufficiency of which is acknowledged by both Parties, the Parties agree as follows:
CONFIDENTIAL
11.6 Termination Due to Legal Reasons. If any applicable law (including any Applicable Law) rule, regulation, guideline, or order in effect and as amended from time-to-time, or any newly enacted and in effect applicable law, rule, regulation, guideline, or order, materially prevents Client from being able to enter into or maintain a contract with a United States governmental entity, or from receiving grant funds from such a US governmental entity, or materially affects Client’s ability to obtain government insurance coverage, including but not limited to [***], of any Product, in each case, as a result of Provider providing the Services to Client under this Agreement or any Work Order or as a result of Client being a party to this
2
CONFIDENTIAL
Agreement (any such law, rule, regulation, guideline, or order, new or existing, or any change to any of the foregoing, an “Interfering Law”), Client may terminate this Agreement and/or any Work Orders, solely to the extent this Agreement or such Work Orders specifically relate to Product intended for sale or use in the US market, upon written notice to Provider, effective immediately, with such written notice to describe: (i) the Interfering Law; (ii) the expected adverse effect such Interfering Law could reasonably be expected to have on this Agreement and/or Work Order; and (iii) why Client must terminate this Agreement and/or Work Order to avoid or mitigate such adverse effect. Neither Party will have any liability to the other whatsoever for such termination under this Section 11.6, and, for clarity, Client shall have no further liability with respect to the cancellation of any outstanding Work Orders or purchase orders, and no termination or cancellation fees shall apply. However, Client shall remain responsible for payment for all Services rendered and non-recoverable costs incurred prior to termination pursuant to this Section to the extent Provider, using commercially reasonable efforts, cannot fill Client’s slot(s) with a third party’s reasonable comparable production (including scale, process, duration) and/or return, re-sell or reallocate raw materials, as applicable, to mitigate costs and to the extent such raw materials or work in progress are not included in a Technology Transfer. Upon such termination, at Client’s option and expense, Provider shall use commercially reasonable efforts to conduct a full Technology Transfer to Client or any of its Affiliates or any third-party designee, of all materials and information per the terms of Section 7.4.
14.3 Notices. All notices, requests, demands and other communications required under this Agreement must be in writing and will be deemed to have been given or made and sufficient in all respects when delivered by reputable international courier to the following addresses:
To Client: [***]
|
To Provider:
[***]
|
3
CONFIDENTIAL
[Signature Page Follows]
4
CONFIDENTIAL
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1 to be duly executed as of the Amendment No. 1 Effective Date set forth above.
WuXi Biologics (Hong Kong) Limited |
|
By: [***] Name: [***] Title: [***] Date: 4 March, 2026 |
By: [***] Name: [***] Title: [***] Date: 3/4/2026 |
5
