Exhibit 10.15


 


University of Pennsylvania


Page 1 of 10


 


AMENDMENT No. 2 TO AMENDED AND RESTATED RESEARCH,
COLLABORATION AND LICENSE AGREEMENT


 


This
AMENDMENT No. 2 to the Amended and Restated Research, Collaboration and License Agreement dated May 5, 2020 is entered into as
of November 2, 2020 (the “Amendment No. 2 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 Amendment No.1 to the Amended and Restated Agreement dated August 13, 2020, and the Amended and Restated Research
Colaboration and License Agreement dated May 5, 2020, as amended by the Amendment No.1 dated August 13, 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.	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.1 to Restated Agreement.



 


		2.	The budget for the additional work is included in Schedule B to this Amendment No. 2 to Restated
Agreement, and this budget is intended to be in addition to those previously included under the Restated Agreement.



 


		3.	A complete amended and restated payment schedule is set forth as Schedule C to this Amendment No.
2 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 October 28, 2020.



 


		4.	This Amendment No. 2 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. 2 to Restated Agreement. No
amendments, changes, modifications or alterations of the terms and conditions of this Amendment No. 2 to Restated Agreement shall
be binding upon any Party, unless provided in writing and signed by an authorized representative of each Party.



 


		5.	All terms and conditions of the Restated Agreement not changed by this Amendment
No. 2 to Restated Agreement shall remain in full force and effect.



 


		6.	Signatures on this Amendment No. 2 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. 2 to Restated Agreement shall be effective as if simultaneously executed.



 


(Signature page follows.)


 






     


     


    

 


University of Pennsylvania


Page 2 of 10


 


IN WITNESS WHEREOF
the Parties hereto have caused this Amendment No. 2 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, Ph.D.	 	Name:
    	John
    S. Swartley, Ph.D.
	Title:	Chief
    Executive Officer 	 	Title:
    	Associate
    Vice Provost for Research and Managing Director, Penn Center for Innovation
			 	 	
	 	 	 	 	 
	Acknowledged
    as Read and Understood	 	 	 
	by
    Institution Principal Investigator	 	 	 
	 	 /s/ Dr. James Wilson	 	 	 
	 	(Signature)	 	 	 
	Name:	Dr.
    James Wilson	 	 	 
	 	 	 	 	 








 



     


     


    




 


Schedule A


AMENDMENT No. 2 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. 2 to Restated Agreement)





 






     


     


    

 


Schedule D


Payment Schedule
(Specific to Amendment No. 2 to Restated Agreement)