FIRST AMENDMENT TO LICENSE AGREEMENT
This First Amendment (the First Amendment), effective as of June 18, 2020 (Effective Date), is entered into between Emory University (Emory), a Georgia nonprofit corporation with offices at 1599 Clifton Road NE, 4th Floor, Atlanta, Georgia 30322, and Aligos Therapeutics, Inc. (Aligos), a Delaware corporation having its principal offices at 156 2nd Street, Suite 403, San Francisco, California 94105 (each individually a Party and collectively the Parties), and amends that certain Aligos Therapeutics / Emory University License Agreement of June 26, 2018 between the Parties (the License Agreement). Capitalized terms used herein without definition shall have the meaning set forth in the License Agreement.
WHEREAS, under Section 6.2.1 of the License Agreement, Emory is solely responsible for the preparation, filing, prosecution, issuance and maintenance of the Licensed Patents solely owned by Emory;
WHEREAS, Aligos wishes for its counsel to take initial responsibility for drafting responses to actions from patent offices and proposing actions and strategies as part of the preparation, prosecution, and maintenance of the Licensed Patents while Emorys agent will have the option to provide final edits and approval rights, and will remain attorney of record and point of contact for any such Licensed Patents; and
WHEREAS, the Parties wish to add additional patent rights to the License Agreement and wish to clarify how compounds covered by such additional patent rights will be treated under the License Agreement;
NOW THEREFORE, for good and valuable mutual consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree to amend the Agreement as follows:
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Section 6.2.1 of the License Agreement is hereby deleted and replaced with the following:
(a) With respect to Licensed Patents solely owned by Emory, [****]. The Parties will cooperate to ensure that each Licensed Patent reflects and will reflect, to the extent practicable and to the best of Aligoss knowledge, all items of commercial interest to Aligos. Aligos will cover all of Emorys Patenting Costs, in accordance with the Patent Reimbursements paragraph below. Emory will endeavor to pay Patenting Costs in the order in which they were accrued and in a manner consistent with its business practices.
(b) Emory shall give notice to Aligos of any desire on Emorys part to not prepare, file, prosecute, issue or maintain any of the Licensed Patents on a country-by-country basis and, in such cases, shall permit Aligos, in its sole discretion, to take such actions itself, [****]. In such event, Emory shall execute in a timely manner and [****] documents reasonably necessary to allow Aligos to take all such actions.
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Appendix A of the License Agreement shall be amended to add (i) [****] and (ii) [****] to such Appendix.
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A new Section 2.7 shall be added to the License Agreement and shall state: