EXHIBIT 10.1
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
TWIST BIOSCIENCE ANTIBODY DISCOVERY AGREEMENT
This Antibody Discovery Agreement (“Agreement”) is entered into as of the Effective Date set forth below by and between Twist Bioscience Corporation, a Delaware corporation (“Twist”) and the customer identified below (“Company”) for the purpose of Twist providing performing certain antibody discovery activities, all as described under and subject to the terms and conditions of this Agreement below. Company and Twist may be referred to herein individually as a “Party” and collectively as the “Parties.”
Company: | Adicet Bio, Inc. |
Company Address: | Adicet Bio, Inc. 200 Constitution Drive Menlo Park, CA 94025 |
Twist Contact Information: | Twist Bioscience Corporation Attention: [***] General Counsel 681 Gateway Boulevard, South San Francisco, CA 94080 [***] |
Effective Date: | March 23, 2021 |
Company Billing and Payment Instructions: | Payment by ACH or Wire transfer is preferred: [***]
*Please include invoices number(s) with your wire transfer.
For payment by check, please mail it to:
Twist Bioscience Corporation [***] 681 Gateway Boulevard South San Francisco, CA 94080 USA
For billing inquiries, contact: [***] |
This Agreement includes terms and conditions attached hereto and incorporated herein and may be modified only in accordance with such terms and conditions.
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This Agreement, including the terms and conditions attached hereto, are hereby accepted and agreed to by duly authorized representatives of Twist and Company as follows:
Twist Bioscience Corporation | COMPANY: ADICET BIO, INC. |
By: /s/ Emily Leproust | By: /s/ Chen Schor |
Name: Emily Leproust | Name: Chen Schor |
Title: CEO | Title: President and CEO |
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TWIST BIOSCIENCE ANTIBODY DISCOVERY AGREEMENT
The following capitalized terms shall have the following meanings as used in this Agreement:
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Solely for purposes of calculating Net Sales, if Company or any of its Affiliates, licensees or sublicensees sells any Product in the form of a Combination Product, then [***].
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[***] Net Sales on a Product-by-Product Basis | Royalty Rate |
[***] | [***]% |
[***] | [***]% |
[***] | [***]% |
| Development Milestone Event | Payment |
1. | [***] | $[***] |
2. | [***] | $[***] |
3. | [***] | $[***] |
4. | [***] | $[***] |
5. | [***] | $[***] |
6. | [***] | $[***] |
| [***] |
|
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[***].
WITHOUT LIMITING THE FOREGOING, [***].
THE PARTIES AGREE THAT THE AMOUNTS PAYABLE HEREUNDER ARE BASED IN PART ON THESE LIMITATIONS, AND THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ALL OF THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
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Exhibit A
Project Order
This Project Order is entered into as of _____, 20__ (“Order Effective Date”) by and between Twist Bioscience Corporation, a Delaware corporation with an office at 681 Gateway Boulevard, South San Francisco CA, 94080 (“Twist”) and Adicet Bio, Inc. a Delaware corporation with an office at 200 Constitution Drive Menlo Park, CA 94025 (“Company”), and shall be governed by the terms and conditions of the Antibody Discovery Agreement dated March 23, 2021 between Twist and Company (the “Agreement”). In the event of any conflict or inconsistency between the terms of this Project Order and the terms of the Agreement, the terms of the Agreement shall control unless otherwise expressly agreed by the Parties in this Project Order.
1.1 Twist shall perform the following Activities for this Project Order:
[INSERT RELEVANT PROJECT AND ACTIVITIES INFORMATION]
1.2 Twist’s Activities will be directed to the following Target(s) for this Project Order: [IDENTIFY TARGET]
1.3 Twist shall provide Company with those Antibodies that are Available and meet the following criteria (such Antibodies, the “Program Antibodies”). Timeline per target ([***]) shall be [***].
1.4 Twist shall use the following Antibody Libraries to perform the Activities for this Project Order:
Antibody Library(ies): [IDENTIFY ANTIBODY LIBRARIES]
2. PROJECT SCHEDULE
2.1 [***].
[Insert specific deliverables timelines where appropriate]
2.2 Upon conclusion of the Activities and payment of all Fees, this Project Order shall expire.
3. ACTIVITIES FEES
3.1 Technology Access Fee. The Technology Access Fee to be paid by Company to Twist in accordance with this Agreement is [$XX].
3.2 Project Fees. The Project Fees to be paid by Company to Twist in accordance with this Agreement is [$XX].
This Project Order is hereby accepted and agreed to by duly authorized representatives of Twist and Company as follows:
Twist Bioscience Corporation | Company: ADICET BIO, INC. |
By:
| By: |
Name:
| Name: |
Title:
| Title: |
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*NOT FOR SIGNATURE IN MSA – FOR EXAMPLE ONLY
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Annex 1
Multi-Target Discount Schedule
[***]
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