Item 1.01 Entry
into a Material Definitive Agreement.
Lease
Agreement
On
April 10, 2020, Passage Bio, Inc. (the “Company”) entered into a lease agreement (the “One
Commerce Lease”) with Commerce Square Partners - Philadelphia Plaza, L.P. (the “Landlord”),
with an expected commencement date of January 1, 2021 (the “One Commerce Commencement Date”) and expected
expiration date of November 1, 2031. The One Commerce Lease premises include approximately 37,000 square feet, located at 2005
Market Street, Philadelphia, Pennsylvania 19103 (the “Premises”). The Company expects to use the Premises
as its new corporate headquarters. The Company has an option to extend the term of the One Commerce Lease by up to two five-year
terms. The aggregate estimated rent payments due over the initial term of the One Commerce Lease is approximately $20.4 million.
The Company will post a security deposit
in the amount of $34,046.84. The Landlord also will provide the Company with a tenant improvement allowance of up to approximately
$2.8 million.
The foregoing description of the One Commerce
Lease is qualified in its entirety by reference to the One Commerce Lease, a copy of which the Company intends to file as an exhibit
to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
Amendment to Existing Lease Agreement
On
April 10, 2020, the Company and Philadelphia Plaza – Phase II LP (the “Existing Landlord”) entered
into a first amendment (the “Lease Amendment”) to the lease dated September
26, 2018, between the Company and the Existing Landlord (the “Prior Lease”)
for the lease of approximately 8,887 square feet located at Two Commerce Square located at 2001 Market Street, Philadelphia, Pennsylvania
19103. Under the terms of the Lease Amendment, and provided that the Company is not in breach of the Prior Lease, the Prior Lease
shall terminate five business days after the One Commerce Commencement Date.
The foregoing description of the Lease Amendment
is qualified in its entirety by reference to the Lease Amendment, a copy of which the Company intends to file as an exhibit to
the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
Manufacturing and Supply
Agreement
On
April 13, 2020, the Company entered into a development services and clinical supply agreement (the “Manufacturing and
Supply Agreement”) with Catalent Maryland, Inc. (formerly Paragon Bioservices, Inc.) (“Catalent,”
together with the Company, the “Parties”) to secure clinical scale manufacturing capacity for batches
of active pharmaceutical ingredients for the Company’s gene therapy product candidates. The Manufacturing and Supply Agreement
confirms the terms contemplated by the collaboration agreement previously entered into between the Parties (the “Existing
Collaboration Agreement”). The Existing Collaboration Agreement continues to be in effect pursuant to its terms.
Under
the terms of the Manufacturing and Supply Agreement, Catalent has agreed to manufacture batches of drug product for the Company’s
gene therapy product candidates at the dedicated specified manufacturing suite at a Catalent facility (the “Dedicated
Clean Room Suite”) provided for in the Existing Collaboration Agreement. The Manufacturing and Supply Agreement provides
for a term of five years which period may be extended once, at the Company’s option, for an additional five year-period.
In consideration for the Dedicated Clean Room Suite, the Company has agreed to minimum annual purchase obligations for batches
of drug product, subject to adjustments for inflation.
The
Company has the right to terminate the Manufacturing and Supply Agreement for convenience or other reasons specified in the Manufacturing
and Supply Agreement upon prior written notice. Either Party may terminate the Manufacturing and Supply Agreement upon an uncured
material breach by the other Party, upon the bankruptcy or insolvency of the other Party or if the other Party is suspended or
debarred by the FDA or the U.S. government. If the Company terminates the Manufacturing and Supply Agreement for convenience and
certain other specified events, it is obligated to pay an early termination fee to Catalent.
The
foregoing description of the Manufacturing and Supply Agreement is not intended to be complete and is qualified in its entirety
by reference to the full text of such agreement, a copy of which the Company intends to file as an exhibit to the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, with confidential portions redacted.