EX-10.2





 Exhibit 10.2 

[***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would
be competitively harmful if publicly disclosed. 
 Amendment 

to the 
 Exclusive
Research, Development Option and License Agreement 
 dated March 1, 2018 

(the “Agreement”) 

by and between 
 Magenta Therapeutics, Inc.,

 with principal offices located at 100 Technology Square (5th Floor), Cambridge, MA 02139, USA
(“MAGENTA”), 
 and 
 Heidelberg
Pharma Research GmbH  
 (former Heidelberg Pharma GmbH) 

with principal offices located at Schriesheimer Strasse 101, D-68526 Ladenburg, Germany (“HDPR”), 

both also referred to each as a “Party” or together as “Parties”. 













 [***] Certain information in this document has been omitted from this exhibit because it
is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 
  

 WHEREAS, the Parties have agreed to extend the term for the supply of Amanitin Toxin Construct pursuant to
Section 6.1.1 (a) of the Agreement, by letter agreement dated February 28, 2019, 
 WHEREAS, the Parties wish to further extend the term and
adjust the conditions for the supply of Amanitin Toxin Construct pursuant to Section 6.1.1 (a) and (b) of the Agreement 
 NOW, THEREFORE, the
Parties hereto, intending to be legally bound, do hereby agree in this Amendment as follows: 
  

	1.	 The Summary of Requirements attached hereto as Appendix 1 shall be attached to the Agreement as Schedule 6.1.1
(a). 


  

	2.	 Section 6.1.1 (a) of the Agreement shall be amended to include the following provision at the end of the
paragraph: 


 The 1g of Amanitin Toxin Construct to be delivered by HDPR during the fifteen (15) month period
immediately following the Effective Date is hereafter referred to as “Initial Research Supply”. In addition, during the twelve (12) month period following the Initial Research Supply period, i.e. from June 1, 2019 until
May 31, 2020 (the “Additional Research Supply Period”), HDPR will manufacture and deliver to MAGENTA up to [***] of Amanitin Toxin Constructs pursuant to Schedule 6.1.1 (a) (Summary of Requirements) (the “Additional
Research Supply”). Any remaining amounts of Initial Research Supply that have not been requested by MAGENTA for delivery before start of the Additional Research Supply Period shall be delivered by HDPR during the Additional Research Supply
Period as requested by MAGENTA; for avoidance of doubt, the remaining amounts of Initial Research Supply requested and delivered shall be in addition to the Additional Research Supply. For the avoidance of doubt, nothing set forth herein shall be
construed to amend or extend the Technology Research Term as set forth in Section 2.3.1 of the Agreement. 
  

	3.	 Section 6.1.1 (b) of the Agreement shall be amended to include the following provision at the end of the
paragraph: 


 In addition, MAGENTA shall pay HDPR a flat rate of [***] for supply with Amanitin Toxin Constructs
during the Additional Research Supply Period. MAGENTA will make such payment [***] to HDPR within [***] of its receipt of an invoice from HDPR therefor, [***] after commencement of the Additional Research Supply Period
[***]. 
  

	4.	 Schedule 1.36 (Patent rights) is amended and restated as follows: 



[***] 













 [***] Certain information in this document has been omitted from this exhibit because it
is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 
  

 All other provisions of the Agreement shall remain unaffected and in full force and effect. 

IN WITNESS WHEREOF, the Parties have entered into this Amendment to the Agreement as of July 4, 2019. 

 

									
	Heidelberg Pharma Research GmbH	 		 	
					
	By:	 	 /s/ Jan Schmidt-Brand
	 		 	By:	 	 /s/ Andreas Pahl

	Name:	 	Dr. Jan Schmidt-Brand	 		 	Name:	 	Prof. Dr. Andreas Pahl
	Title:	 	CEO	 		 	Title:	 	CSO

  

			
	Magenta Therapeutics, Inc.
		
	By:	 	/s/ Jason Gardner
	Name:	 	Dr. Jason Gardner
	Title:	 	CEO














 [***] Certain information in this document has been omitted from this exhibit because it
is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 
  

 Appendix 1 

Summary of Requirements (through to May 2020) 
  

					
	 Linker Amanitin Construct
Requests to be delivered under Initial Research Supply

	Request Receipt date	 	[***]	 	[***]
	[***]	 	[***]	 	[***]

  

																	
	 Linker Amanitin Construct
Requests to be delivered under Additional Research Supply

	 Requested
 receipt

date
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 		 	[***]	 	[***]	 	[***]	 		 	[***]	 		 	[***]
	[***]	 	[***]	 		 		 	[***]	 	[***]	 		 		 	
	[***]	 	[***]	 	[***]	 	[***]	 		 		 		 		 	
	[***]	 		 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	

 Initial Research Supply period (March 1, 2018 to May 31, 2019): 

 

	 	•	 	 [***] remaining 


  

	 	•	 	 Delivery of [***] requested and included in the table above 



Additional Research Supply Period (June 1, 2019—May 31, 2020): 
  

	 	•	 	 [***] requested and included in the table above