Exhibit 10.17
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
MASTER SERVICES AGREEMENT
This Master Services Agreement (this “Agreement”) is dated July 21, 2020 (the “Effective Date”) and is between Adagio Therapeutics, Inc. (“Client”), with an address at 303 Wyman Street, Suite 300, Waltham, MA 02451, and WuXi Biologics (Hong Kong) Limited, with its registered address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“Provider”), each of Client and Provider being a “Party,” and collectively the “Parties.”
The Parties therefore agree as follows:
Terms defined elsewhere in this Agreement will have the meanings set forth therein for all purposes of this Agreement unless otherwise specified to the contrary. The following terms will have the meaning set forth below in this Article 1.
Confidential Information excludes information that:
If a Work Order is terminated early by Client under Section 11.2 then Client shall pay Provider for the Services rendered and all non-cancelable obligations in connection with the Services.
To Client: [***] |
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To Provider:
[***]
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[Signature page follows]
Thus, this Agreement was executed on the date stated in the introductory clause.
WuXi Biologics (Hong Kong) Limited | Adagio Therapeutics, Inc. |
By: /s/ Zhisheng Chen Name: Zhisheng Chen Title: CEO |
By: /s/ Halley Gilbert Name: Halley Gilbert Title: COO |
Exhibit A—Form of Work Order
WORK ORDER (NUMBER [•])
This work order is dated [•] and is between [•] (“Client”) and [•] (“Provider”).
The terms of the Master Services Agreement between Adagio Therapeutics, Inc. and WuXi Biologics (Hong Kong) Limited, dated [•] (the “Master Services Agreement”), are hereby incorporated by reference into this Work Order. Any modifications to the Master Services Agreement will be deemed to be references to this Work Order automatically. Each capitalized term used but not defined in this Work Order has the meaning given in the Master Services Agreement.
[Project title]
[Description of the Services including deliverables and specifications]
| Task | Completion Date |
1 |
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2 |
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3 |
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4 |
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[Description of how data and results should be reported and transferred to Client, including electronic protocols for secure transmission of data and instructions for physical handling and shipping of materials if chemicals are being synthesized or other materials are to be transferred to Client]
[Any additional requirements such as additional obligations of the parties that do not appropriately fit into the task list and special handling of materials]
| Milestone | Deliverable | Milestone Payment |
1 | [Description including work required, criteria for achievement and timeline] | [•] | [•] |
2 | [•] | [•] | [•] |
Beneficiary Name | [***] | ||||||
Beneficiary Address | [***] | ||||||
Beneficiary Intermediate Bank | [***] | ||||||
Beneficiary Intermediate Bank SWIFT Address | [***] | ||||||
Beneficiary Bank Name | [***] | ||||||
Bank Address | [***] | ||||||
Branch Name | [***] | Bank Account Number | [***] | ||||
Bank Code | [***] | Branch Code | [***] | SWIFT Address | [***] | ||
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If to Client:
[•] [•] [•] Attn: [•] Tel.: [•] Email: [•] | If to Provider:
[•] [•] [•] Attn: [•] Tel.: [•] Email: [•] |
Thus, this Work Order is executed on the date stated in the introductory clause.
Adagio Therapeutics, Inc. | WuXi Biologics (Hong Kong) Limited |
By:______________________________ Name: Title: |
By:______________________________ Name: Title: |
Exhibit B—Manufacturing