Exhibit 10.3
NOVATION AGREEMENT
This Novation Agreement (this “Novation Agreement”) dated as of July 21, 2023 (the “Effective Date”), is entered into by and among (i) Paragon Therapeutics, Inc., a Delaware corporation with an office at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453 (the “Transferor”), (ii) Aeglea Biotherapeutics, Inc., a Delaware corporation with an office at 221 Crescent Street Building 21, Suite 105, Waltham, MA 02453 (“Aeglea”), and (iii) WuXi Biologics (Hong Kong) Limited, a Hong Kong corporation with its registered address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (the “Counterparty”). All capitalized but undefined terms herein shall have the meanings ascribed to them in the Original Contracts (as defined below).
RECITALS
WHEREAS, Transferor and Counterparty entered into the Original Contracts; and
WHEREAS, the parties desire to novate the Original Contracts to replace the Transferor with Aeglea, and Counterparty wishes to consent to such novation, in each case on the terms and conditions set forth in this Novation Agreement and each party hereby consents to such novation.
NOW, THEREFORE, in consideration of the foregoing premises and the respective agreements, covenants and conditions herein contained, and other good and valuable consideration, Transferor, Aeglea and Counterparty agree as follows:
1. Contract Subject to This Novation Agreement. This Novation Agreement is entered into with reference to those certain contracts by and between Counterparty and the Transferor, referred to in Exhibit A (the “Original Contracts”).
2. Novation. As of the Effective Date, Transferor hereby assigns to Aeglea all of Transferor’s rights, liabilities and obligations under the Original Contracts whether arising prior to, on or subsequent to the Effective Date, and Aeglea hereby accepts and assumes the assignment of all such Transferor’s rights, liabilities and obligations under the Original Contracts, and Aeglea shall be bound by all of the terms of the Original Contracts in every way as if Aeglea were a party to the Original Contracts. Aeglea shall be and hereby is substituted for the Transferor in the Original Contract and shall acquire all the rights and liabilities and shall become obligated to perform all of the obligations of the Transferor, in each case, that are hereby assigned to Aeglea.
3. Release. Transferor and Counterparty hereby mutually release each other from all obligations contained in the Original Contracts and from all claims and demands whatsoever in respect of the Original Contracts whether arising prior to, on or subsequent to the Effective Date. In consideration of this novation, the Transferor shall be relieved of all obligations to perform under the Original Contracts, and shall be, and hereby is, fully relieved of any and all liability arising out of the Original Contracts. Each of Aeglea and the Counterparty may enforce the Original Contracts and pursue any claims and demands under or in connection with the Original Contracts against the other with respect to matters arising before, on or after the Effective Date as though Aeglea were the original party to the Original Contracts instead of the Transferor. Aeglea agrees to perform any and all obligations, including payment obligations, of Transferor under the
