CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT LOGICBIO THERAPEUTICS, INC. TREATS AS PRIVATE OR CONFIDENTIAL
AMENDED AND RESTATED
EXCLUSIVE RESEARCH COLLABORATION, LICENSE AND OPTION AGREEMENT
BETWEEN
LOGICBIO THERAPEUTICS, INC.
AND
CANBRIDGE CARE PHARMA HONG KONG LIMITED
Dated October 2, 2022
i
Schedules and Exhibits
Schedule 1.69Existing In-License Agreements
Schedule 1.114LogicBio Licensed Patent Rights
Schedule 2.2.1Permitted Subcontractors
Schedule 7.2Disclosure Schedule
Schedule 7.2.15Manufacturing Agreements
Exhibit ATechnology Transfer Requirements
Exhibit BPompe and Fabry Research Plan
ii
EXCLUSIVE RESEARCH COLLABORATION, LICENSE AND OPTION AGREEMENT
This Amended and Restated Exclusive Research Collaboration, License and Option Agreement (this “Agreement”) is entered into as of October 2, 2022 (the “Restatement Date”) by and between CANbridge Care Pharma Hong Kong Limited, a Hong Kong limited liability company, having its registered address at FLAT/RM A 12/F, ZJ300, 300 Lockhart Road, Wan Chai, Hong Kong (“CANbridge”) and LogicBio Therapeutics, Inc., a Delaware corporation having its principal place of business at 65 Hayden Ave., Floor 2, Lexington, MA 02421, United States (“LogicBio”). CANbridge and LogicBio are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Parties entered into that certain Exclusive Research Collaboration, License and Option Agreement dated April 26, 2021 (such date is the “Effective Date” and such agreement is the “Original Agreement”); and
WHEREAS, the Parties now desire to amend and restate the Original Agreement on the terms set forth herein.
NOW, THEREFORE, the Parties hereto agree as follows:
1.3 | “Acquisition Transaction” has the meaning set forth in Section 2.6.3 (Acquisition of Competing Product). |
1.4 | “Adverse Event” means any untoward medical occurrence in a human clinical study subject or in a patient who is administered a product, whether or not considered related to such product, including any undesirable sign (including abnormal laboratory findings of clinical concern), symptom, or disease associated with the use of a product. |
that such foreign investor has the power to direct or cause the direction of the management and policies of such Person. Neither of the Parties will be deemed to be an “Affiliate” of the other solely as a result of their entering into this Agreement. |
1.9 | “Applicant Response” has the meaning set forth in Section 9.8.3(b) (Disclosure of Applicant’s Response). |
1.10 | “Assigned Regulatory Submissions” has the meaning set forth in Section 4.1.3(a) (Transfer of Other Assigned Regulatory Submissions). |
1.13 | “Biosimilar Application” has the meaning set forth in Section 9.8.1 (Response to Biosimilar Applicants; Notice). |
1.16 | “Breaching Party” has the meaning set forth in Section 11.2.1 (Material Breach and Cure Period). |
1.17 | “Business Day” means any day other than a Saturday, Sunday, or bank or other public holiday in Boston, Massachusetts, the People’s Republic of China or Hong Kong. |
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1.22 | “CANbridge Background Improvement Patent Right” means any Patent Right that claims CANbridge Background Improvement Know-How. |
1.23 | “CANbridge Background Improvement Technology” means collectively, (a) the CANbridge Background Improvement Know-How and (b) CANbridge Background Improvement Patent Rights. |
1.26 | “CANbridge Background Technology” means (a) the CANbridge Background Know-How and (b) CANbridge Background Patent Rights. |
1.27 | “CANbridge Collaboration Know-How” has the meaning set forth in Section 9.1.2(a) (CANbridge Collaboration Technology). |
1.28 | “CANbridge Collaboration Patent Rights” has the meaning set forth in Section 9.1.2(a) (CANbridge Collaboration Technology). |
1.29 | “CANbridge Collaboration Technology” means (a) the CANbridge Collaboration Know-How and (b) CANbridge Collaboration Patent Rights. |
3
1.30 | “CANbridge Field” means the treatment, diagnosis or prevention of any and all indications in humans. |
1.31 | “CANbridge House Marks” means CANbridge’s and its Affiliates’ trade names, corporate names and corporate logos. |
1.35 | “CANbridge Licensed Technology” means collectively, (a) the CANbridge Licensed Know-How and (b) CANbridge Licensed Patent Rights. |
1.37 | “CANbridge Response” has the meaning set forth in Section 9.8.3(c) (Preparation of CANbridge Response). |
1.38 | “CANbridge Share” has the meaning set forth in Section 2.3.4 (New In-License Agreement Upfront / Milestones). |
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1.44 | “CMRI Agreement” means the License Agreement by and between LogicBio Australia and CMRI, dated as of [***], as the same may be amended from time to time in accordance with this Agreement. |
1.49 | “Competing Infringement” has the meaning set forth in Section 9.5.1 (Patent Enforcement; Notice). |
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1.52 | “Confidentiality Agreement” means that certain Confidentiality Agreement, dated as of [***], by and between CANbridge Pharmaceuticals Inc. and LogicBio Therapeutics Inc. |
1.55 | “Created” means created, made, developed, invented, generated, conceived, or reduced to practice. “Create” and “Creating” have their correlative meanings. |
1.57 | “Damages” means damages of any kind or nature (including claims for an account of profits), past, present, or future, arising from any claims (as such term is defined in Section 2.7 (Release)) based on acts or omissions occurring on or before the Restatement Date in any jurisdiction in the world or available under any state, provincial, federal, or international law, or the law of any country (or any other act, action, administrative rule or procedure, legislation or regulation of any kind or description), including any actual, general, specific, direct, indirect, commercial, economic, consequential, incidental, special, punitive, exemplary, or treble damages, that can be obtained directly, indirectly, or by way of contribution or indemnity, under any theory of liability whatsoever, including but not limited to, any liability that is contributory, strict, contractual or tortious in |
6
character, whether at law or in equity. The term “Damages” will also include loss of revenue, loss of expected profits or expected savings, extradition of infringer’s profits, fines, monetary penalties, court costs, interest, pre-judgment and post-judgment interest, attorney’s fees, expert fees, and any other related costs or expenses. “Damages” will specifically include damages for unknown claims (as such term is defined in Section 2.7 (Release)) that are based on acts or omissions occurring on or before the Restatement Date that are unknown to the claiming party as of the Restatement Date. |
1.60 | “Development Milestone Event” has the meaning set forth in Section 6.3.1 (Development Milestones). |
1.61 | “Development Milestone Payment” has the meaning set forth in Section 6.3.1 (Development Milestones). |
7
development or commercialization obligation, interest or participation rights (other than solely an economic interest or the right to enforce customary terms contained in the relevant agreements effectuating such transaction). |
1.68 | “EMA” means the European Medicines Agency or any successor agency or authority having substantially the same function. |
1.69 | “Existing In-License Agreement” means any agreement set forth in Schedule 1.69 (Existing In-License Agreements), as updated from time to time. |
1.71 | “FD&C Act” means the Federal Food, Drug and Cosmetic Act, as the same may be amended or supplemented from time to time. |
8
1.76 | “FTE Costs” means, for any period, the [***] in such period. FTEs will be pro‑rated on a daily basis if necessary. |
1.82 | “Immediate Patent Infringement Action” has the meaning set forth in Section 9.8.3(d) (Negotiation; LogicBio Rights). |
1.83 | “In-License Agreements” means, collectively, the Existing In-License Agreements and the New In-License Agreements. |
9
Product is first permitted by the applicable Regulatory Authority in a Major European Market to be administered to a human in the CANbridge Field pursuant to an IND in accordance with Applicable Law. |
1.86 | “Indemnifying Party” has the meaning set forth in Section 10.3.1 (Indemnification Procedure; Notice). |
1.89 | “Infringed Patent List” has the meaning set forth in Section 9.8.3(d) (Negotiation; LogicBio Rights). |
1.91 | “Initial Patent List” has the meaning set forth in Section 9.8.3(a) (Preparation of Initial Patent List). |
1.92 | “Initiating Party” has the meaning set forth in Section 9.5.2(f) (Infringement Actions for Infringements by Third Parties; Procedures). |
1.97 | “Joint Collaboration Know-How” has the meaning set forth in Section 9.1.2(c) (Joint Collaboration Technology). |
1.98 | “Joint Collaboration Patent Right” has the meaning set forth in Section 9.1.2(c) (Joint Collaboration Technology). |
1.99 | “Joint Collaboration Technology” means (a) the Joint Collaboration Know-How and (b) Joint Collaboration Patent Rights. |
10
whether or not patentable, copyrightable, or otherwise protectable), and (b) any information embodied in chemical or biological materials or physical embodiments of any of the foregoing. |
1.103 | “LogicBio Background Improvement Patent Right” means any Patent Right that claims LogicBio Background Improvement Know-How. |
1.104 | “LogicBio Background Improvement Technology” means collectively, (a) the LogicBio Background Improvement Know-How and (b) LogicBio Background Improvement Patent Rights. |
1.107 | “LogicBio Background Technology” means (a) the LogicBio Background Know-How and (b) LogicBio Background Patent Rights. |
1.108 | “LogicBio Collaboration Know-How” has the meaning set forth in Section 9.1.2(b) (LogicBio Collaboration Technology). |
1.109 | “LogicBio Collaboration Patent Rights” has the meaning set forth in Section 9.1.2(b) (LogicBio Collaboration Technology). |
1.110 | “LogicBio Collaboration Technology” means (a) the LogicBio Collaboration Know-How and (b) LogicBio Collaboration Patent Rights. |
1.111 | “LogicBio House Marks” means LogicBio’s and its Affiliates’ trade names, corporate names and corporate logos. |
1.112 | “LogicBio Indemnitee” has the meaning set forth in Section 10.2 (Indemnification by CANbridge). |
11
1.116 | “LogicBio Technology” means collectively, (a) the LogicBio Licensed Know-How and (b) LogicBio Licensed Patent Rights. |
12
Notwithstanding the foregoing, [***].
In the case of any Combination Product sold in a given country in the Territory, Net Sales for the purpose of determining royalties and Sales Milestone Events of the Combination Product in such country will be calculated by [***].
If, on a country-by-country basis, the applicable Mono Product is sold separately in a country, but all of the Other Components in the Combination Product are not sold separately in such country, then Net Sales for the purpose of determining royalties and Sales Milestone Events of the Combination Product for such country will be calculated by [***].
If, on a country-by-country basis, the Product, included in the Combination Product is not sold separately as a Mono Product in such country, but all of the Other Components included in the Combination Product are sold separately in such country, then Net Sales for the purpose of determining royalties and Sales Milestone Events of the Combination Product for such country will be calculated by [***].
If neither the applicable Mono Product nor the Other Components in a Combination Product are sold separately in a given country, then [***].
1.127 | “New In-License Agreement” has the meaning set forth in Section 2.3.2 (New In-License Agreements). |
1.129 | “Non-Breaching Party” has the meaning set forth in Section 11.2.1 (Material Breach and Cure Period). |
1.133 | “Patent Challenge” has the meaning set forth in Section 11.5 (Termination for Patent Challenge). |
13
1.137 | “Person” means any individual, firm, corporation, partnership, limited liability company, trust, business trust, joint venture, Governmental Authority, association or other entity. |
14
1.145 | “PMDA” means Japan’s Pharmaceuticals and Medical Devices Agency and any successor agency or authority having substantially the same function. |
1.146 | “Pompe and Fabry Research Plan” means the research plan attached as Exhibit B to this Agreement, as amended from time to time in accordance with the terms of this Agreement. |
1.148 | “Product” means any gene therapy product resulting from the conduct of activities under the Research Plan or the Pompe and Fabry Research Plan, [***] which is Directed to a Target, [***]. |
1.149 | “Proposed Biosimilar Product” has the meaning set forth in Section 9.8.1 (Response to Biosimilar Applicants; Notice). |
1.150 | “Proposed CANbridge Response” has the meaning set forth in Section 9.8.3(c) (Preparation of CANbridge Response). |
1.151 | “Proposed Initial Patent List” has the meaning set forth in Section 9.8.3(a) (Preparation of Initial Patent List). |
1.152 | “Prosecuting Party” means, with respect to any Patent Right, the Party that is responsible for the Prosecution of such Patent Right pursuant to Section 9.4 (Patent Prosecution). |
15
1.161 | “Research Plan” means the Research Plan (as defined in the Original Agreement) as in effect as of the Restatement Date. |
1.168 | “Sublicensees” means any Third Party to whom CANbridge or any of its Affiliates grants a sublicense of its rights hereunder to Exploit Products, excluding all Subcontractors. |
16
1.172 | “Terminated Target” means any Target with respect to which the Agreement is terminated. If the Agreement is terminated in its entirety, then all Targets will be Terminated Targets. |
1.174 | “Third Party” means any Person other than CANbridge or LogicBio or their respective Affiliates. |
1.176 | “Third Party MSA” has the meaning set forth in Section 3.1.4 (Certain Agreements). |
1.177 | “Third Party Patent Challenge” has the meaning set forth in Section 9.7.2 (Parties’ Patent Rights). |
1.179 | “[***] Manufacturing System” means LogicBio’s proprietary manufacturing process described in [***], and [***] and [***]. For the avoidance of doubt, “[***] Manufacturing System” will not include any technology described in [***] other than the LogicBio proprietary manufacturing processes described therein. |
1.180 | “U.S.” or “United States” means the United States of America, its territories and possessions, including Puerto Rico. |
Article 2
LICENSE GRANTS; AMENDMENT AND RESTATEMENT
17
otherwise is exclusive (even as to LogicBio, except to the extent [***] for LogicBio to perform (or have performed) the activities allocated to LogicBio under this Agreement). |
18
| 2.3.4 | New In-License Agreement Upfront/Milestones. Any up-front fees or milestone payments arising under any New In-License Agreement shall be [***]. |
| 2.4.1 | Collaboration License. Subject to the terms and conditions of this Agreement, CANbridge hereby grants to LogicBio a royalty-free, non-exclusive license, with the |
19
20
Prior to the time of divestiture pursuant to Section 2.6.3(a) or prior to the termination of activities pursuant to Section 2.6.3(b), as applicable, the relevant Party and its Affiliates will (a) adopt reasonable procedures to segregate all Exploitation of the Competing Product from Exploitation of Products under this Agreement, and conduct any activities under this Agreement separately from all activities relating to the Competing Product, including through the maintenance of separate lab notebooks and records; and (b) establish reasonable firewall protections and safeguards designed to ensure the activities of its personnel under this Agreement are segregated from all activities relating to the Competing Product (except that management personnel may review and evaluate plans and information regarding the Exploitation of products under this Agreement as well as the Competing Product in connection with portfolio decision-making).
| 2.6.4 | Non-Solicitation. During the Term, neither Party, nor any Affiliate thereof, will, or will assist any Third Party to, [***]. |
21
Article 3
TECHNOLOGY TRANSFER and completion of research
22
| 3.1.5 | Limitation on Technology Transfer. Notwithstanding any provision to the contrary in this Agreement, including in the Technology Transfer Requirements, LogicBio will not have any obligation under this Agreement to [***]. |
| 3.1.6 | Technology Transfer Cooperation. LogicBio will make its relevant personnel reasonably available to CANbridge to respond to CANbridge’s reasonable queries in connection with such technology transfer. Such availability will continue until [***] for questions associated with reports provided to CANbridge on or before [***] and until [***] for questions associated with reports provided to CANbridge on or before [***]. Following such period, LogicBio will not have any obligation under this Agreement to [***]. |
| 4.1.1 | Responsibility. Except as otherwise provided in this Agreement, CANbridge will be [***]. LogicBio will, and will cause its Affiliates to, [***]. |
| 4.1.2 | Ownership of Regulatory Submissions. As between the Parties, all Regulatory Submissions relating to the Products in the Territory within the CANbridge Field will be [***]. |
23
| Directed to such Target (to the extent not previously provided to CANbridge or a mutually agreed upon Third Party). |
24
Article 5
CLINICAL DEVELOPMENT AND COMMERCIALIZATION
| (a) | Activities. Subject to the terms of this Agreement, CANbridge will have [***], the Commercialization of all Products. |
25
Development Milestone Event | Development Milestone Payment |
[***] | [***] |
[***] | [***] |
[***] | [***] |
[***] | [***] |
[***] | [***] |
Sales Milestone Event | Sales Milestone Payment |
[***] | [***] |
[***] | [***] |
[***] | [***] |
Net Sales of Product in the CANbridge Field in the Territory During the Relevant Calendar Year (“Per Product Annual Net Sales”) | [***] |
26
Global Net Sales of the Product in the CANbridge Field in a Calendar Year of up to $[***]
| [***] |
The portion of global Net Sales of the Product in the CANbridge Field in a Calendar Year which is in excess of $[***] but less than or equal to $[***]
| [***] |
The portion of global Net Sales of the Product in the CANbridge Field in a Calendar Year which is in excess of $[***] but less than or equal to $[***]
| [***] |
The portion of global Net Sales of the Product in the CANbridge Field in a Calendar Year which is in excess of $[***]
| [***] |
Each marginal royalty rate set forth in Table 6.4.1 (Royalty Payments) above will apply only to that portion of Per Product Annual Net Sales that falls within the indicated range.
| (b) | Royalty Reports. No later than [***] after the end of each Calendar Quarter during which any Royalties are owed, CANbridge will submit to LogicBio a written report of Net Sales of Products sold, in the currency for which such Products were sold, by or on behalf of CANbridge and its Affiliates and Sublicensees during such Calendar Quarter, and the royalties payable on such Net Sales [***] paid hereunder. |
27
6.9 | Foreign-Derived Deduction Eligible Income Reporting. CANbridge will obtain and deliver to LogicBio, reasonably promptly following LogicBio’s request to provide, information as reasonably |
28
requested by LogicBio to meet any documentation requirements imposed by regulations issued under Section 250 of the Internal Revenue Code for the treatment of an appropriate portion of such amounts as “foreign-derived deduction eligible income” within the meaning of Section 250 of the Internal Revenue Code and the regulations thereunder. |
Article 7
REPRESENTATIONS, WARRANTIES, AND COVENANTS
7.1 | Mutual Representations and Warranties of the Parties. Each Party represents and warrants to the other Party as of the Effective Date and the Restatement Date that: |
29
| 7.2.1 | it has the full right, power, and authority to grant all of the licenses and rights granted to CANbridge under this Agreement; |
| 7.2.2 | LogicBio’s rights, title, and interests to all the LogicBio Technology are free of any lien, encumbrance, charge, security interest, mortgage, or liability; |
30
| Knowledge, Controls such Patent Rights and the agreement pursuant to which LogicBio Controls such Patent Right; |
| 7.2.8 | [***], no Third Party is infringing, misappropriating, or otherwise violating, or threatening to infringe, misappropriate, or otherwise violate the LogicBio Technology; |
| 7.2.9 | LogicBio has not previously assigned, transferred, conveyed, or granted any license or other rights under the LogicBio Technology; |
| 7.2.11 | Other than the Existing In-License Agreements, there are no Third Party agreements pursuant to which LogicBio Controls any of the LogicBio Technology; |
31
| 7.2.12 | no written notice of default or termination has been received or given under any agreement pursuant to which LogicBio Controls any LogicBio Technology; |
| 7.2.17 | None of the LogicBio Licensed Patent Rights Exceptions are specifically related to the Targets or the Products. |
32
| under this Agreement with respect to the Products or Targets, without CANbridge’s prior written consent. If LogicBio receives notice of any alleged [***] breach under any In-License Agreement, then LogicBio will promptly, but in no event less than [***] thereafter, provide written notice thereof to CANbridge and grant CANbridge the right (but not the obligation) to cure any such alleged breach. |
33
34
If and whenever any Confidential Information is disclosed in accordance with this Section 8.4 (Permitted Disclosures), such disclosure will not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (other than by breach of this Agreement).
35
36
Article 9
INTELLECTUAL PROPERTY
37
| 9.1.3 | Inventorship. All determinations of inventorship under this Agreement will be made in accordance with U.S. patent law. |
38
| exclusive (even as to CANbridge, subject to the terms and conditions of this Agreement), perpetual, irrevocable license (with the right to grant sublicenses through multiple tiers) under such LogicBio Background Improvement Technology for any and all purposes, subject to the terms and conditions of this Agreement. For clarity, CANbridge will not file any Patent Rights claiming any Invention within the LogicBio Background Improvement Technology. |
39
| (a) | As between the Parties, CANbridge will have the [***] and LogicBio will have the [***]. The Parties will [***] in Prosecuting LogicBio Licensed Patent Rights, and [***]. |
| (b) | If a Prosecuting Party decides to abandon or allow to lapse, or otherwise determines not to Prosecute a LogicBio Licensed Patent Right in any country or region in the Territory (including failing to timely respond to a patent office communication without timely filing a continuation or divisional application to preserve such Patent Rights), then the Prosecuting Party will provide reasonable |
40
| prior written notice to the other Party of such intention (which notice the Prosecuting Party will provide to the other Party, to the extent possible, no later than [***] prior to the next deadline for any action that must be taken to avoid abandonment with respect to any such Patent Right), so as to provide the other Party a reasonable amount of time to meet any applicable deadline to establish or preserve such Patent Rights in such country or region. In such case, upon written notice to the Prosecuting Party, the other Party will have the right (but not the obligation) to assume responsibility for continuing Prosecution of such Patent Right in such country or region in [***] at the other Party’s sole expense. [***]. |
| (d) | The Parties will [***]; provided that, unless LogicBio otherwise agrees, LogicBio will have the [***] and will, to the extent permitted by Applicable Law, make [***]. The Parties will use good faith efforts to agree on such actions, with the goal of maximizing the value of the Parties’ respective patent portfolios. |
[***].
| 9.4.4 | Prosecution of LogicBio Background Patent Rights and LogicBio Collaboration Patent Rights Other than LogicBio Licensed Patent Rights. As between the Parties, LogicBio will have [***] the (a) LogicBio Background Patent Rights and (b) LogicBio |
41
| Collaboration Patent Rights (in each case ((a) and (b)), other than the LogicBio Licensed Patent Rights) [***]. |
| (d) | [***]. Subject to [***] to Section 9.5.2(a) ([***]), LogicBio will have a period of [***] after its receipt or delivery of notice under Section 9.5.1 (Notice) [***]. |
42
| (i) | [***]; then |
| (ii) | [***]. |
43
| cooperate with the Party conducting the defense of the claim or assertion, including if required to conduct such defense, furnishing a power of attorney. |
44
| proceeding, [***]. If either Party decides that it does not wish to defend against such action, then the other Party will have a backup right to assume defense of such Third Party action [***]. |
45
|
| (c) | Preparation of [***] Response. As soon as practicable following the date of receipt by [***] of the Applicant Response, or within such other timeframe as the Parties may agree, [***]. |
Article 10
INDEMNIFICATION; INSURANCE
10.1 | Indemnification by LogicBio. LogicBio hereby agrees to defend, indemnify, and hold harmless CANbridge and its Affiliates and each of their respective directors, officers, employees, agents, |
46
and representatives (each, a “CANbridge Indemnitee”) from and against any and all claims, suits, actions, demands, liabilities, expenses, or losses, including reasonable legal expenses and attorneys’ fees (collectively, the “Losses”), to which any CANbridge Indemnitee may become subject to as a result of any claim, demand, action, or other proceeding by any Third Party (each, a “Claim”) to the extent such Losses arise directly or indirectly out of: |
| 10.1.1 | the breach by LogicBio of any of its representations, warranties, agreements, or covenants under this Agreement; or |
| 10.1.2 | the [***] of LogicBio or its Affiliate or its licensee (other than CANbridge or its Affiliate or Sublicensee), or any officer, director, employee, agent, or representative thereof. |
Except, with respect to each of Section 10.1.1 through Section 10.1.2, to the extent such Losses arise from any action for which CANbridge has an indemnification obligation to LogicBio Indemnitee under Section 10.2.1 through Section 10.2.3.
| 10.2.1 | the breach by CANbridge of any of its representations, warranties, agreements, or covenants under this Agreement; |
| 10.2.2 | any claims of any nature arising out of the Exploitation of any Product by or on behalf of CANbridge, its Affiliates or Sublicensees (other than by any LogicBio Indemnitee); or |
| 10.2.3 | the [***] of CANbridge or its Affiliate or Sublicensee, or any officer, director, employee, agent, or representative thereof. |
Except, with respect to each of Section 10.2.1 through Section 10.2.3, to the extent such Losses arise from any action for which LogicBio has an indemnification obligation to CANbridge under Section 10.1.1 through Section 10.1.2.
| 10.3.2 | Defense. Upon receipt of notice under Section 10.3.1 (Indemnification Procedure; Notice) from the Indemnitee, the Indemnifying Party will have the duty to either |
47
| (a) | Prior to commencing any use in humans of Products, a comprehensive commercial general liability and products liability policy to cover all sums which it may become legally liable to pay as compensation consequent upon: |
| (i) | death of, or bodily injury (including disease or illness) to, any person; and |
| (ii) | loss of, or damage to, property, |
48
|
happening anywhere in the Territory arising out of or in connection with this Agreement. The limit of liability provided by this policy for each and every event will not be less than $[***].
| (b) | [***] by CANbridge or its Affiliates in connection with the Products (and CANbridge will ensure that [***]. |
| (c) | Prior to commencing any use in humans of Products, or use in humans of techniques within the LogicBio Technology, no fault clinical trial insurance with a limit of liability of not less than $[***] for each and every event. |
| (d) | Any other insurance required by Applicable Law. |
Such insurance will not be construed to create a limit of a Party’s liability with respect to its indemnification obligations under this Article 10 (Indemnification). Each Party will provide the other Party with written evidence of such insurance or self-insurance upon request. Each Party will provide the other Party with prompt written notice of cancellation, non-renewal, or material change in such insurance or self-insurance that could materially adversely affect the rights of such other Party hereunder and will provide such notice within [***] after any such cancellation, non‑renewal, or material change.
Article 11
TERM AND TERMINATION
49
| reasonably calculated to effect a cure of such material breach, and (b) the Breaching Party commits to and diligently carries out such plan as provided to the Non-Breaching Party, provided that, in no event will the Cure Period be extended to more than a total of [***]. |
50
11.4 | Termination for Convenience. CANbridge will be entitled to terminate this Agreement in its entirety, at its sole discretion, at any time upon [***] prior written notice to LogicBio thereof. |
51
| 11.7.1 | Effects of Termination Generally. Upon termination of this Agreement in its entirety or with respect to a Target: |
| (c) | Termination of Payment Obligations. All payment obligations hereunder with respect to the Terminated Targets will terminate, other than those that are accrued and unpaid as of the effective date of such termination. |
52
11.9 | Election to Continue in Lieu of Termination. Notwithstanding the foregoing, if CANbridge has the right to terminate this Agreement pursuant to Section 11.2 (Termination for Material Breach) |
53
based on an uncured breach by LogicBio, CANbridge may elect, in lieu of such termination and in addition to any other remedies available to CANbridge at law or in equity, to maintain this Agreement in [***]. |
54
If to CANbridge:
CANbridge Care Pharma Hong Kong Limited
Room 402, Huawen International Plaza
999 West Zhongshan Road, Changning District
Shanghai, 200051, P.R. China
Attention: [***]
Email: [***]
with a copy (which will not constitute notice) to:
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210, U.S.A.
Attention: [***]
Email: [***]
55
If to LogicBio:
LogicBio Therapeutics, Inc.
65 Hayden Ave., Floor 2,
Lexington, MA 02421, U.S.A.
Attention: [***]
Email: [***]
with a copy (which will not constitute notice) to:
Ropes & Gray LLP
800 Boylston Street
Boston, MA 02199, U.S.A.
Attention: [***]
Email: [***]
56
57
the application to this Agreement, all transactions and activities contemplated hereby, and all Disputes of (a) the United Nations Convention on Contracts for the International Sale Of Goods, and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by that certain Protocol, concluded at Vienna, Austria on April 11, 1980. |
[Signature Page Follows]
58
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized officers as of the Restatement Date.
CANbridge Care Pharma Hong Kong Limited | |
By: | /s/ James Xue |
| (Signature) |
Name: | James Xue |
Title: | Director |
Signing Time: | 10/03/2022 |
LogicBio Therapeutics, Inc. | |
By: | /s/ Frederic Chereau |
| (Signature) |
Name: | Frederic Chereau |
Title: | President and Chief Executive Officer |
Signing Time: | 10/02/2022 |