Amendment No. 1 to the License Agreement, dated November 18, 2016, by and between the Registrant and The Board of Trustees of the Leland Stanford Junior University

Exhibit 10.10

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.

AMENDMENT No 1

TO THE

LICENSE AGREEMENT EFFECTIVE THE 17TH DAY OF NOVEMBER 2015

BETWEEN

STANFORD UNIVERSITY

AND

AKOYA BIOSCIENCES

Effective the 18th day of November, 2016, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Akoya Biosciences, Inc. (“AKOYA”), a corporation having a principal place of business at 360 Post Street, Suite 601, San Francisco, CA, agree as follows:

Stanford and AKOYA are parties to a License Agreement effective the 17th day of November, 2015 (“Original Agreement”) covering “Slide-based antibody detection with oligos” disclosed in Stanford docket S14-157, from the laboratory of Dr. Garry Nolan.

Stanford and AKOYA wish to amend the Original Agreement to add a new patent application disclosed in Stanford docket S16-116 titled “Highly-multiplexed fluorescent imaging using iterative hybridization/de-hybridization cycles of short oligonucleotides to labeled affinity reagents” from the laboratory of Dr. Garry Nolan.

“Licensed Patent” means Stanford’s: U.S. Provisional Applications Serial Number 62/015,799 filed June 19, 2014 and Serial Number 62/367,530 filed July 27, 2016; U.S. Patent Application Serial Number 14/560,921, filed December 4, 2014, PCT Application Serial Number PCT/US15/36763, any U.S. and foreign patent applications corresponding thereto, and any conversions, divisionals, continuations, substitutions, or reexamination applications, each patent that issues or reissues from any of these patent applications, any extensions or renewals of any such patents, and any applications claiming priority thereto. Any claim of an unexpired Licensed Patent is presumed to be valid unless it has been held to be invalid by a final judgment of a court of competent jurisdiction from which no appeal can be or is taken. Neither Party will file CIP applications without other Party’s prior written consent.

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.

License Maintenance Fee. Beginning on the first anniversary of the Effective Date, and each anniversary thereafter, AKOYA will pay Stanford yearly license maintenance fees as follows:

Yearly maintenance payments are nonrefundable, but they are creditable each year as described in Section 7.12.

7.7(C) $[***]upon first to issue of Licensed Patents claiming priority to US provisional Application Serial Number [***].

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.

The parties execute this Amendment No 1 by their duly authorized officers or representatives.

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.

Appendix A - Milestones

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.

Note that Codex 1 refers to the technology that is described in Licensed Patent, U.S. Provisional Application Serial Number 62/015,799 filed June 19, 2014 and Codex 2 refers to the technology that is described in Licensed Patent, U.S. Provisional Application Serial Number 62/367,530 filed July 27, 2016. 

Should AKOYA fail to meet any of the above milestones, AKOYA and Stanford agree to meet to negotiate commercially reasonable modifications to such milestone. However, if Stanford and AKOYA are not able to come to agreement on such commercially reasonable modifications within a 2 month period starting upon AKOYA notifying Stanford that it would like to re-negotiate such milestones, then the original milestones will remain. In addition, AKOYA and Stanford agree that once AKOYA has achieved the final milestone, the two parties will come together to discuss additional sales or other milestones that will ensure that both the Codex 1 and Codex 2 technology is continued to be offered for the public’s use and benefit.