Exhibit 10.11
Certain identified information has been marked in the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed.
Double asterisks denote omissions.
INOZYME PHARMA, INC. CONFIDENTIAL
YALE UNIVERSITY
CORPORATE SPONSORED RESEARCH AGREEMENT
This RESEARCH AGREEMENT (this “Agreement”) is entered into as of January 6, 2017 (the “Effective Date”), by and between Yale University, a non-profit corporation organized and existing under and by virtue of a special charter granted by the General Assembly of the Colony and State of Connecticut (the “University”), and Inozyme Pharma, LLC, a Delaware limited liability company, having its principal offices at 240 Bluff View Drive, Guilford, Connecticut 06347 (the “Sponsor”).
W I T N E S S E T H :
WHEREAS, in pursuit of its educational purposes, which include research and training, the University undertakes scholarly, research, and experimental activities in a variety of academic disciplines including the biology of the modulation of inorganic pyrophosphate and calcification by ectonucleotide pyrophosphatase/phosphodiesterases (“ENPPs”); and
WHEREAS, the Sponsor wishes to fund and desires that the University undertake a research program in the field of ENPPs, as described more fully in Exhibit A, attached hereto; and
WHEREAS, in furtherance of its scholarly, research, and instructional interests, the University is willing to undertake such research upon the terms and conditions set forth below; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:
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Yale University
Office of Sponsored Projects
P.O. Box 1873
New Haven, CT 06508-1873
Contacting email: [**]
Or wired to:
[**]
Reference: Demetrios Braddock, Principal Investigator; [**]
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(i)Information that is now in the public domain or subsequently enters the public domain through no fault of the receiving party;
(ii)Information that is presently known or becomes known to the receiving party from its own independent sources;
(iii)Information that the receiving party receives from any third party not under any obligation to keep such information confidential;
(iv)Information that is required to be disclosed by law.
(v)Information that is developed independently by persons who had no direct or indirect access to the information.
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Neither party will use any Confidential Information of the other party provided under this Agreement for any purpose other than carrying out the Research and performing the parties’ respective obligations under this Agreement.
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The University Yale University Office of Sponsored Projects (OSP) 25 Science Park - 3rd Floor P.O. Box 208327 New Haven, CT 06520-88327 ATTN: [**] Contract Manager | Sponsor Inozyme Pharma, LLC [**] ATTN: Chief Executive Officer [**] |
Yale University Office of Cooperative Research 433 Temple Street New Haven, CT 06511 ATTN: Managing Director | [**] |
provided, however, that Invention Disclosures shall be addressed to the parties as follows:
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Yale University Yale University Office of Cooperative Research Attn: Director of Intellectual Property 433 Temple Street New Haven, CT, 06511 P: [**] E: [**] CC: [**]
| Sponsor IPA [**] |
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers or representatives.
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YALE UNIVERSITY By /s/ Jeffrey E. McGuinness Title Associate Director Date January 10, 2017 | INOZYME PHARMA, LLC By /s/ Axel Bolte Title Chief Executive Officer Date January 10, 2017 |
Read and acknowledged: Principal Investigator /s/ Demetrios Braddock Demetrios Braddock, MD PhD Date 01/09/2017 |
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YALE UNIVERSITY
AMENDMENT NO. 1 TO
CORPORATE SPONSORED RESEARCH AGREEMENT
This AMENDMENT NO. 1 TO CORPORATE SPONSORED RESEARCH AGREEMENT, dated as of February 19, 2019 (this “Amendment”), by and between Yale University, a non-profit corporation organized and existing under and by virtue of a special charter granted by the General Assembly of the Colony and State of Connecticut (the “University”), and Inozyme Pharma, Inc., a Delaware corporation, having its principal offices at 280 Summer Street, Floor 5, Boston, Massachusetts 02210 (the “Sponsor”), amends the RESEARCH AGREEMENT, entered into as of January 6, 2017 (the “Agreement”), by and between the University and the Sponsor.
W I T N E S S E T H:
WHEREAS, the Sponsor has funded a research program in the field of ENPPS.
WHEREAS, the Sponsor now wishes to continue to fund for an extended period (years 3-5) research programs in the field of expertise of the Principal Investigator, as described more fully in Exhibit A, attached to this Amendment; and
WHEREAS, the Sponsor wishes to allow for a broader research program and to amend the the budget for the research to take place during the Extended Term (as defined herein) as provided in the Agreement, and the University is willing to agree to such modifications and to undertake such research upon the terms and conditions set forth below and in the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:
1. Scope of Research. Upon the effectiveness of this Amendment, the Agreement is hereby amended such that during the Extended Term, the University shall use reasonable efforts to perform the research program described in Exhibit A, attached hereto and incorporated herein and incorporated in the Agreement to allow for expansion of the original Research, and otherwise in accordance with the terms and limitations provided in the Agreement. The Research provided for in this Amendment shall be in lieu of the portion of the Research for the third year of the Term as provided in the Agreement and shall also extend for the Extended Term. Any additional research requested by Sponsor that is supplemental to the research selected by the Principal Investigator – relating to ENPPs within the amended program described in Exhibit A attached hereto, shall be the subject of a separately negotiated financial agreement between the University and Sponsor.
2. Reimbursement of Costs. The Agreement is hereby amended such that the Sponsor shall reimburse the University for all direct and indirect costs incurred by the University in connection with the Extended Research, in accordance with the budget set forth as Exhibit B hereto (the “Extended Budget”), in the amount of [**] Dollars ($[**]), attached hereto and which hereby is incorporated herein and incorporated in the Agreement. The first year of the Extended Budget shall be in lieu of $[**] of Total Grant Budget for Year 3 as shown in the budget attached as Exhibit B to the Agreement. Nothing in this Amendment modifies the Total Grant Budget shown for each of Year 1 and Year 2 in the Agreement. Once the parties execute and deliver this Amendment, the Total Grant Budget and Extended Budget under the Agreement, as amended by this Amendment, will be:
Year 1 | $[**] | |||
Year 2 | $[**] | |||
Year 3 | $[**] | |||
Year 4 | $[**] | |||
Year 5 | $[**] | |||
Total | $ | 2,409,708 |
Indirect costs for the Extended Budget shall be as shown in the Extended Budget.
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3. Amendment to Term. The first sentence of Section 10(a) of the Agreement is hereby amended by deleting the words “January 6, 2020” and substituting in lieu thereof “December 31, 2021”. The period of the New Research shall be referred to as the “Extended Term.”
4. Defined Terms. Capitalized terms used in this Amendment and defined in the introductory paragraph of, or recitals to, this Amendment shall have the respective meanings provided therein. Capitalized terms used in this Amendment and not defined in this Amendment shall have the respective meanings provided in the Agreement except as otherwise expressly provided herein.
5. Effectiveness. This Amendment shall become effective as of the date first set forth above once this Amendment or counterparts hereof shall have been executed and delivered by University and the Sponsor.
6. Confirmation of Original Agreement.
7. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Connecticut.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers or representatives.
YALE UNIVERSITY | INOZYME PHARMA, INC. | |||||||
By | /s/ James Cresswell | By | /s/ Henric Bjarke | |||||
Title | Sr. Contract Manager | Title | COO | |||||
Date: | February 19, 2019 | Date: | 2/22/2019 |
Read and acknowledged:
Principal Investigator
/s/ Demetrios Braddock |
Demetrios Braddock, MD PhD |
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Date: February 19th, 2019 |
Exhibit B: Extended Budget
Amendment No. 1 to Corporate Sponsored Research Agreement
Year 3 | Year 4 | Year 5 | Total | |||||
Total Direct Costs | [**] | [**] | [**] | [**] | ||||
Indirect Rage | [**] | [**] | [**] | [**] | ||||
Total Indirect Costs | [**] | [**] | [**] | [**] | ||||
Total Grant Budget | [**] | [**] | [**] | [**] |
Exhibit B: Budget
Year 1 | Year 2 | Year 3 | Total | |
$ | $ | $ | ||
YALE TOTAL DIRECT COSTS - Grant | [**] | [**] | [**] | [**] |
$ | $ | $ | ||
Total Indirects | [**] | [**] | [**] | [**] |
$ | $ | $ | ||
Total Grant Budget | [**] | [**] | [**] | [**] |
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Second Amendment to Corporate Sponsored Research Agreement
This Second Amendment (the “Amendment”), effective as of December 31, 2021 (the “Amendment Effective Date”), is entered into by and Inozyme Pharma, Inc., a Delaware corporation, having its principal offices at 321 Summer Street, Suite 400, Boston, MA 02210 (“Inozyme”) and Yale University, a non-profit corporation organized and existing under and by virtue of a special charter granted by the General Assembly of the Colony and State of Connecticut, (“Yale”), and is made to that certain Research Agreement with an Effective Date of January 6, 2017, as amended by a First Amendment effective February 19, 2019 (the “Agreement”).
Whereas, the Parties desire to modify the terms of the Agreement to extend the term thereof on a no-cost basis as set forth herein.
Now Therefore, the Parties agree as follows:
In Witness Whereof, the Parties hereto have caused this Amendment to be executed by their respective duly authorized officers as of the Amendment Effective Date.
Yale University |
| Inozyme Pharma, Inc. | ||
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By: | /s/ James Cresswell |
| By: | /s/ Axel Bolte |
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Name: | James Cresswell |
| Name: | Axel Bolte |
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Title: | Sr. Contract Manager |
| Title: | CEO |
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THIRD AMENDMENT TO CORPORATE SPONSORED RESEARCH AGREEMENT
This Third Amendment (the “Amendment”), effective as of May 31, 2022 (the “Third Amendment Effective Date”), is entered into by and Inozyme Pharma, Inc., a Delaware corporation, having its principal offices at 321 Summer Street, Suite 400, Boston, MA 02210 (“Sponsor”) and Yale University, a non-profit corporation organized and existing under and by virtue of a special charter granted by the General Assembly of the Colony and State of Connecticut, (“University”), and is made to that certain Research Agreement with an Effective Date of January 6, 2017, as amended by a First Amendment effective February 19, 2019 and a Second Amendment effective December 31, 2021 (the “Agreement”).
Whereas, the Parties desire to modify the terms of the Agreement to extend the term and to provide additional funding as described herein in support of experiments associated with investigating [**].
Now Therefore, the Parties agree as follows:
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Funds for the performance of Research as set forth in Exhibit A-1 (for the time period beginning on the Third Amendment Effective Date and ending on April 30, 2023) | |
Total Direct Costs | [**] |
Indirect Rate | [**] |
Indirect Costs | [**] |
Total Budget | [**] |
For clarity, the total funding under the Agreement, inclusive of the original Budget and the Extended Budget, is $2,549,708.00, of which University acknowledges that $2,409,708 has already been paid by Sponsor and received by University as of the Third Amendment Effective Date.
In Witness Whereof, the Parties hereto have caused this Amendment to be executed by their respective duly authorized officers as of the Third Amendment Effective Date.
YALE UNIVERSITY |
| Inozyme Pharma, Inc. | ||||
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By: |
| /s/ James Cresswell |
| By: |
| /s/ Henric Bjarke |
Name: |
| James Cresswell, JD |
| Name: |
| Henric Bjarke |
Title: |
| Senior Contract Manager |
| Title: |
| COO |
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By: |
| /s/ Josh Geballe |
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Name: |
| Josh Geballe, MBA |
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Title: |
| Managing Director, Yale Ventures |
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Read and acknowledged |
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By: |
| /s/ Demetrios Braddock |
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Dr. |
| Demetrios Braddock, Yale Faculty |
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FOURTH AMENDMENT TO CORPORATE SPONSORED RESEARCH AGREEMENT
This Fourth Amendment (the “Amendment”) effective as of March 24, 2023 (the “Amendment Effective Date”), is entered into by and Inozyme Pharma, Inc., a Delaware corporation, having its principal offices at 321 Summer Street, Suite 400, Boston, MA 02210 (“Inozyme”) and Yale University, a non-profit corporation organized and existing under and by virtue of a special charter granted by the General Assembly of the Colony and State of Connecticut, (“Yale”), and is made to that certain Research Agreement with an Effective Date of January 6, 2017, as amended by a First Amendment effective February 19, 2019, a Second Amendment effective December 31, 2021, and a Third Amendment effective April 22, 2022 (the “Agreement”).
WHEREAS, the Parties desire to modify the terms of the Agreement to extend the term and to provide additional funding as described herein.
NOW THEREFORE, the Parties agree as follows:
1.1 All capitalized terms used in this Amendment but not defined herein shall have the meaning given such term in the Agreement.
1.2 The first sentence of Section 10(a) of the Agreement is hereby amended by deleting the words “April 30, 2023” and substituting in lieu thereof “March 31, 2024”
1.3 Exhibit A of the Agreement is hereby supplemented, but not replaced, by Exhibit A-2, attached hereto and incorporated herein.
1.4 That Section of the Agreement referencing “Reimbursement of Costs” is hereby amended to add an additional $167,500.00 in funding. For clarity, the total funding now available under the Agreement is increased to $2,717,208.00.
1.5 Except as amended by this Amendment, the Agreement shall remain in full force and effect according to its terms.
1.6 This Amendment may be executed in two counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their respective duly authorized officers as of the Amendment Effective Date.
YALE UNIVERSITY |
| INOZYME PHARMA, INC. | ||
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By: |
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| By: | \S\ Doug Treco |
Name: | James Cresswell |
| Name: | Doug Treco |
Title: | Assistant Director, Contracts |
| Title: | CEO |
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Read and acknowledged |
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By: | \S\ Demetrios Braddock |
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| Dr. Demetrios Braddock |
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FIFTH AMENDMENT TO CORPORATE SPONSORED RESEARCH AGREEMENT
This Fifth Amendment (the “Amendment”), effective as of January 24, 2024 (the “Amendment Effective Date”), is entered into by and Inozyme Pharma, Inc., a Delaware corporation, having its principal offices at 321 Summer Street, Suite 400, Boston, MA 02210 (“Inozyme”) and Yale University, a non-profit corporation organized and existing under and by virtue of a special charter granted by the General Assembly of the Colony and State of Connecticut, (“Yale”), and is made to that certain Research Agreement with an Effective Date of January 6, 2017, as amended by a First Amendment effective February 19, 2019, a Second Amendment effective December 31, 2021, a Third Amendment effective April 22, 2022, and a Fourth Amendment effective March 24, 2023 (the “Agreement”).
WHEREAS, the Parties desire to modify the terms of the Agreement to extend the term and to provide additional funding as described herein.
NOW THEREFORE, the Parties agree as follows:
1.1 All capitalized terms used in this Amendment but not defined herein shall have the meaning given such term in the Agreement.
1.2 The first sentence of Section 10(a) of the Agreement is hereby amended by deleting the words "March 31, 2024" and substituting in lieu thereof "December 31, 2024"
1.3 That Section of the Agreement referencing "Reimbursement of Costs" is hereby amended to add an additional $323,156.00 in funding. For clarity, the total funding now available under the Agreement is increased to $3,040,364.00.
1.4 Payments commencing for the year 2024 shall be made on an equal quarterly installment basis, as follows:
Payment shall be made in 4 installments paid quarterly upon invoicing in 2024 at the start of each quarter.
Payment 1 (signing of contract) | $80,789 |
Payment 2 (April 1, 2024) | $80,789 |
Payment 3 (July 1, 2024) | $80,789 |
Payment 4 (October 1, 2024) | $80,789 |
Total | $323,156 |
1.5 Exhibit B, the Budget, is hereby supplemented, but not replaced, by Exhibit B-5, appended hereto and which is fully incorporated herein.
1.6 Except as amended by this Amendment, the Agreement shall remain in full force and effect according to its terms.
1.7 This Amendment may be executed in two counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their respective duly authorized officers as of the Amendment Effective Date.
YALE UNIVERSITY |
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By: |
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| By: | \S\ Douglas A Treco |
Name: | James Cresswell |
| Name: | Douglas A Treco |
Title: | Assistant Director, Contracts |
| Title: | CEO |
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Read and acknowledged |
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By: | \S\ Demetrios Braddock |
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| Dr. Demetrios Braddock |
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