CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE FINCH THERAPEUTICS GROUP, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO FINCH THERAPEUTICS GROUP, INC. IF PUBLICLY DISCLOSED.
Exhibit 10.1
AMENDMENT #3 TO AMENDED AND RESTATED AGREEMENT
This Amendment to Amended and Restated Agreement (this “Amendment”) is entered into as of October 19, 2022 (the “Amendment #3 Effective Date”) by and between Finch Therapeutics, Inc., a Delaware corporation having its principal office at 200 Inner Belt Road, 4th Floor, Somerville, Massachusetts 02143 (“Finch”), and Takeda Development Center Americas, Inc., a wholly-owned subsidiary of Takeda Pharmaceutical Company Limited, having its principal office at 95 Hayden Avenue, Lexington, MA 02421 (“Takeda”).
Background
Finch and Takeda are the parties to the Amended and Restated Agreement dated October 21, 2019, as amended by the Amendment to the Amended and Restated Agreement dated August 9, 2021 and the Amendment #2 to Amended and Restated Agreement dated November 12, 2021 (the “Agreement”).
In connection with the FIN-524 Development Program, Finch has been engaging in research activities to develop a certain [***] through its contract research service provider, [***] and Takeda has constructed a [***].
As part of the parties’ discussion on the transition plan pursuant to Section 13.3(a-1) of the Agreement, appended hereto as Exhibit A (the “Transition Plan”), Finch and Takeda have agreed to amend the Agreement as further set forth herein.
NOW THEREFORE, in consideration of mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Finch and Takeda agree as follow:
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Any Development Costs that are incurred by Finch in connection with the [***] pursuant to Section 2(2) of this Amendment shall be reimbursed by Takeda in accordance with Section 4.4 and Section 13.3(a-1)(ii) of the Agreement and for the purpose of such reimbursement, all the costs and expenses incurred by Finch in undertaking the [***] after the term of the Agreement shall be deemed as part of the Development Costs; provided, in no event shall the total amount of reimbursement payable by Takeda to Finch in connection with the [***] following the Amendment #3 Effective Date exceed [***] (or such other amount agreed by Takeda pursuant to subsection (d) above).
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[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed on their behalf by their duly authorized representatives as of the Amendment #3 Effective Date.
FINCH THERAPEUTICS, INC. |
By: /s/ Marc Blaustein |
Name: Marc Blaustein |
Title: Chief Operating Officer |
TAKEDA DEVELOPMENT CENTER AMERICAS, INC. |
By: /s/ Chinweike Ukomadu |
Name: Chinweike Ukomadu |
Title: Head of Gastroenterology TAU, Research & Development |
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EXHIBIT A
FIN-524 TRANSITION PLAN
[***]
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EXHIBIT B
JOINT PATENT RIGHTS
[***]
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