CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE
HARM TO PASSAGE BIO, INC. IF PUBLICLY DISCLOSED.


 


Exhibit 10.16


 


 


AMENDMENT No. 3 TO AMENDED
AND RESTATED RESEARCH, 

COLLABORATION AND LICENSE AGREEMENT


 


This AMENDMENT No. 3 to the Amended and Restated
Research, Collaboration and License Agreement dated May 5, 2020 is entered into as of December 9, 2020 (the “Amendment No.
3 to Restated Agreement Effective Date”) by and between Passage Bio, Inc., a corporation organized under the laws of Delaware
(“Passage”) with offices at 2001 Market St, 28th Floor, Philadelphia, PA 19103, and The Trustees of the
University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at Penn Center for Innovation, 3600 Civic
Center Blvd., 9th Floor, Philadelphia, PA 19104 (“Penn”) and amends the Amended and Restated Research Collaboration
and License Agreement dated May 5, 2020, as amended by the Amendment No.1 dated August 13, 2020 and Amendment No. 2 dated November
2, 2020 (the “Restated Agreement”). Passage and Penn are referred to collectively as the “Parties” and
individually as a “Party.”


 


WHEREAS, the Parties wish to amend the Restated
Agreement; and


 


NOW, THEREFORE, in consideration of the promises
and mutual covenants contained in the Restated Agreement and herein, and intending to be legally bound hereby, the Parties amend
the Restated Agreement and otherwise agree as follows:


 


1.                  
Penn and Passage have mutually agreed to add the following New Indication to the Restated Agreement: [*]. Passage will make the
New Indication Option Fee in accordance with Section 4.1.2.


 


2.                  
The Research Program contained in Exhibit B of the Restated Agreement is hereby amended to include the additional work outlined
in Schedule A to this Amendment No.3 to Restated Agreement.


 


3.                  
The budget for the additional work is included in Schedule B to this Amendment No. 3 to Restated Agreement, and this budget is
intended to be in addition to those previously included under the Restated Agreement.


 


4.                  
A complete amended and restated payment schedule is set forth as Schedule C to this Amendment No. 3 to Restated Agreement. The
payment schedule denotes payments for the Research Program that have already been made to Penn as well as future payments owed
to Penn, as of December 9, 2020.


 


5.                  
A complete amended patent schedule for Penn Patent Rights A is attached as Exhibit A and and for DRG Patents is attached as Exhbit
I.


 


6.                  
This Amendment No. 3 to Restated Agreement and the Restated Agreement contain the entire understanding between the Parties and
supersede any and all prior agreements, understandings and arrangements whether written or oral between the Parties with respect
to the matters contained in the Restated Agreement and this Amendment No. 3 to Restated Agreement. No amendments, changes, modifications
or alterations of the terms and conditions of this Amendment No. 3 to Restated Agreement shall be binding upon any Party, unless
provided in writing and signed by an authorized representative of each Party.


 






     


     


    

 





7.                  
All terms and conditions of the Restated Agreement not changed by this Amendment No. 3 to Restated Agreement shall remain in
full force and effect.


 


8.                  
Signatures on this Amendment No. 3 to Restated Agreement may be communicated by e-mail transmission and shall be binding upon the
Parties upon receipt by transmitting the same by e-mail, which signatures shall be deemed originals. If executed in counterparts,
the Amendment No. 3 to Restated Agreement shall be effective as if simultaneously executed.


 


(Signature page follows.)





 






     


     


    

 


IN WITNESS WHEREOF the
Parties hereto have caused this Amendment No. 3 to Restated Agreement to be executed and delivered by their duly authorized representatives
as set forth below.


 


	Agreed on behalf of:	 	Agreed on behalf of:
	 	 	 
	Passage Bio inc.	 	The Trustees of the University of Pennsylvania
	 	 	 
	By:	/s/ Bruce Goldsmith	 	By:	/s/ John S. Swartley
	(Signature)	 	(Signature)
	Name:	Bruce Goldsmith	 	Name:	John S. Swartley
	Title:	President and CEO	 	Title:	Managing Director, Penn Center for Innovation



 


Acknowledged
as Read and Understood


by Institution
Principal Investigator


 


	/s/ Dr. James Wilson	 
	(Signature)	 
	Name:
     Dr. James Wilson	 


 






     


     


    

 


Exhibit A (12/04/2020 Update)


 


Penn Patent Rights A





 






     


     


    

 


Schedule A


AMENDMENT No. 3 TO AMENDED AND RESTATED
RESEARCH, COLLABORATION AND LICENSE AGREEMENT


 


Passage-Penn Scientific Workplan





 






     


     


    

 


Schedule B


Program Budgets





 






     


     


    

 


Schedule C


Complete Payment Schedule (including
any payments due under this Amendment No. 3 to Restated Agreement)





 






     


     


    

 


Exhibit I (12/04/2020 Update) 


 


DRG Patent Rights