THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED
INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i)
NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE
COMPANY IF PUBLICLY DISCLOSED
Exhibit 10.15
THE UNIVERSITY OF TEXAS HEALTH SCIENCE CENTER AT HOUSTON
AND
IMMATICS US, INC.
AMENDMENT NUMBER 5 — FACILITIES/EQUIPMENT USE AND SERVICES AGREEMENT
This Amendment Number 5 (“Amendment”) to the Facilities/Equipment Use and Services Agreement (“Agreement”) is entered into effective the 1st day of July 2018, by and between The University of Texas Health Science Center at Houston, (“UTHealth”) and Immatics US, Inc. (“Immatics”). UTHealth and Immatics shall be known collectively as ‘the Parties” and singularly as “a Party” or “the Party.”
WHEREAS, the Parties previously entered into an Agreement effective September 1, 2015, as previously amended, whereby UTHealth makes available certain facilities, equipment, and personnel in support of projects; and
WHEREAS, the Parties now desire to amend the Agreement.
NOW, THEREFORE, the Parties agree as follows:
| 1. | Section 1.1.a shall be deleted in its entirety and replaced with the following: |
“Production Suites/Administrative Space. An exclusive license to use certain production suites and administrative space located in the Facility, described as Rooms BBS 6310, BBS 6312, BBS 6314, and a cubicle in BBS 6102 (the “Premises”). The use of Room BBS 6310 shall be for the period February 1, 2017 through December 31, 2021, BBS 6312 shall be for the period September 1, 2015 through December 31, 2021 and the use of Room BBS 6314 shall be for the period February 1, 2016 through December 31, 2021.”
| 2. | Section 5.1 shall be deleted in its entirety and replaced with the following: |
“This Agreement shall commence as of September 1, 2015, and shall continue until December 31, 2021 (“Term”), unless the term is otherwise limited as set forth in Section 1.1a or Section 5.2.”
| 3. | Section 5.2 shall be deleted in its entirety and replaced with the following: |
“Immatics may terminate this Agreement upon six (6) months prior written notice, in the event that either (a) Immatics has incurred net operating losses (“NOLs”) for three (3) consecutive fiscal reporting periods (annual) or (b) an applicable Institutional Review Board or other regulatory agency suspends or terminates any of the Projects.”
| 4. | Section 9 shall be deleted in its entirety and replaced with the following: |
“Compensation. In consideration for the license herein granted for the use of the Licensed Facilities and the other services provided by UTHealth pursuant to this Agreement, Immatics shall compensate UTHealth as follows:
* a comprehensive monthly fee of [***] per production suite (i.e., BBS 6310, BBS 6312, and BBS 6314) calculated in accordance with the budget set forth inExhibitE-2 for the applicable term set forth in section 1.1a.
* a monthly fee of [***] for the exclusive use of a Biosafe Sepax 2 RM automated cell processing system for the same term applicable to room BBS 6310 set forth in section 1.1a. This fee includes maintenance of the instrument. In case of breakdown, during the downtime of the instrument the samples may be processed on an identical system located in The Judith R. Hoffberger Cellular Therapeutics Laboratory and such service will be invoiced separately.
