EXHIBIT 10.1
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.
SUPPLY AGREEMENT
THIS SUPPLY AGREEMENT (the “Agreement”), effective as of March 13, 2023 (the “Effective Date”), is made and entered into by and between Seres Therapeutics, Inc., a corporation organized and existing under the laws of Delaware, having its principal place of business at 200 Sidney Street, Cambridge MA 02139, USA (“Seres”); and Nestlé Enterprises S.A., a stock corporation with its registered office located at Rue Entre-deux-Villes 12, 1800 Vevey, Switzerland (“NESA”). Seres and NESA may be referred to herein individually as a “Party” or collectively as the “Parties.”
WHEREAS, Seres is in the business of Manufacturing and selling its product SER-109 (including any future improvements and modifications, “Product”);
WHEREAS, Seres has granted NESA and its affiliates certain rights and licenses with respect to the commercialization of the Product under the License Agreement, dated July 1, 2021 by and between Seres and NHSc Pharma Partners, an affiliate of NESA (the “License Agreement”);
WHEREAS, NESA wishes to purchase the Product exclusively from Seres, and Seres has agreed to supply, or procure the supply of, and sell the Product to NESA, for NESA’s and its affiliates’ commercialization of the Product in the Licensed Territory (as defined in the License Agreement) in accordance with this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
All capitalized terms used but not defined in this Agreement shall have the meaning given in the License Agreement. As used in the Agreement, the following terms are defined as indicated:
|
|
|
|
Seres shall be responsible for causing its contract manufacturers of the Product to comply with the terms of their agreements with Seres and shall use Commercially Reasonable Efforts to cause its Third Party contractors to perform their obligations under their agreements with Seres. A failure of one of Seres’ contract manufacturers to comply with the terms of their agreements with Seres shall [***].
|
Product shall be supplied to NESA as described in section 9.2 of the License Agreement.
|
Article X of the License Agreement is hereby incorporated, mutatis mutandis, into this Agreement.
|
|
Disputes arising out of or in connection with this Agreement that cannot be resolved by good faith negotiations shall be brought to the JSC (as defined in the License Agreement) and thereafter resolved in accordance with Article XVII of the License Agreement. For the avoidance of doubt, breach of this Agreement is not subject to a Party’s final decision-making authority.
|
Unless otherwise agreed by the Parties or specified in this Agreement, all communications between the Parties relating to, and all written documentation to be prepared and provided under, this Agreement shall be in the English language. Any notice required or permitted under this Agreement shall be (a) delivered personally, (b) sent by air mail or express courier service providing evidence of receipt, postage pre-paid where applicable, or (c) sent by electronic transmission or facsimile (complete transmission confirmed and a copy promptly sent by another permissible method of providing notice described in clause (a) or (b) above), to the following addresses of the Parties (or such other address for a Party as may be specified by like notice):
To Seres:
|
Seres Therapeutics, Inc.
200 Sydney Street
Cambridge, MA 02139, USA
Attention: CTO and CLO
E-mail: [***]
With a copy to (which shall not constitute notice):
Latham & Watkins
John Hancock Tower
200 Clarendon Street
Boston, MA 02116
Attention: [***]
To Licensee:
Aimmune Therapeutics, Inc
8000 Marina Blvd. Suite 300
Brisbane, CA 94005-1884 Email: [***]
Attention: [***]
With a copy to (which shall
not constitute notice):
Mayer Brown LLP
1221 Avenue of the Americas
New York, NY 10020Email: [***]
Attention: [***]
Any notice required or permitted to be given concerning this Agreement shall be effective upon receipt by the Party to whom it is addressed.
EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL ANY PARTY OR ANY OF ITS RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES [***] FOR PURPOSES OF THIS SECTION 13.6.
|
[Signature page follows]
In Witness Whereof, the Parties have caused this Agreement to be executed by their respective duly authorized officers as of the Effective Date, each copy of which will for all purposes be deemed to be an original.
Seres Therapeutics, Inc.
BY: /s/ David Ege
NAME: David Ege
TITLE: EVP, Chief Technology Officer
Nestlé Enterprises S.A.
BY: /s/ [***]
NAME: [***]
TITLE: [***]
|