EXHIBIT 10.3
Certain identified information has been excluded from this exhibit because it is both not material and is of the type that the registrant treats as private or confidential. This redacted information has been marked in this exhibit with three asterisks [***].
AMENDED AND RESTATED MASTER SERVICES AGREEMENT
for Custom Ex Vivo Cellular Manufacturing Services
THIS AMENDED AND RESTATED MASTER SERVICES AGREEMENT (this “Agreement”) is entered into as of Nov. 30, 2021 (the “Effective Date”), by and between MILTENYI BIOTEC, INC., a California corporation and wholly-owned subsidiary of Miltenyi Biotec B.V. & Co. KG, having a principal place of business at 2303 Lindbergh St., Auburn, CA 95602, USA (“MBI”), and AVROBIO, INC., a Delaware corporation, having a principal place of business at One Kendall Square, Building 300, Suite 201, Cambridge, MA 02139, USA (“Client”) (each individually a “Party” and collectively the “Parties”).
RECITALS
WHEREAS, Client has expertise in the field of innovative cellular therapies and is engaged in the development of cellular therapy products for use in patient treatment;
WHEREAS, MBI provides contract development and manufacturing services with respect to cell-based therapeutic products for clinical applications;
WHEREAS, Client desires to engage MBI to perform, and MBI is willing to perform, development and manufacturing services with respect to one or more cell-based therapeutic product(s) on behalf of Client, on the terms and subject to the conditions set forth in this Agreement; and
WHEREAS, MBI and Client entered into the Master Services Agreement dated October 9, 2017 (the “Prior Agreement”), and now, subject to Section 12.4, wish to replace the Prior Agreement in its entirety with the Agreement set forth herein as of the Effective Date.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and premises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
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For clarity, to trigger payment of the Cancellation Fee, the cancellation or postponement of a Batch has to be requested or caused by Client and not caused by MBI. For clarity, in no event shall any specific economic consequences of cancellation or postponement be greater than the amounts otherwise due to MBI had the relevant Batch(es) not been cancelled or postponed.
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If to MBI: Miltenyi Biotec, Inc.
2303 Lindbergh Road
Auburn, CA 95602
Attn: General Manager
[***]
with a copy to: Miltenyi Biotec, Inc.
2303 Lindbergh Road
Auburn, CA 95602
Attn: Finance Dept.
[***]
And to: Miltenyi Biotec B.V. & Co. KG
Friedrich-Ebert-Straße 68
51429 Bergisch Gladbach
Germany
Attn: Group General Counsel
If to Client: AVROBIO, Inc.
One Kendall Square
Building 300, Suite 201
Cambridge, MA 02139, USA
Attn: Chief Executive Officer
[***]
With a copy to: General Counsel at the same address
[***]
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REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
SIGNATURE PAGE TO FOLLOW
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IN WITNESS WHEREOF, the Parties hereto have executed this Master Services Agreement on the Effective Date.
MILTENYI BIOTEC, INC. | AVROBIO, INC. |
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By: /s/ Leonard Pulig | By: /s/ Kim Raineri |
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Name: Leonard Pulig | Name: Kim Raineri |
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Title: President and General Manager | Title: Chief Manufacturing and Technology Officer |
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EXHIBIT A
STATEMENTS OF WORK