AMENDMENT NO. 1 TO LICENSE AGREEMENT
This Amendment No. 1 to License Agreement (this Amendment) is dated as of October 23, 2014 (the Amendment Effective Date) by and between Genzyme Corp., a corporation having an address at 500 Kendall Street, Cambridge, MA 02142 (Genzyme or Licensor) and X4 Pharmaceuticals, INC., a Delaware corporation having an address at 281 School Street, Belmont, MA 02478, United States (X4). Each of Genzyme and X4 may be referred to herein as a Party and together as the Parties. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the License Agreement by and between the Parties effective as of July 10, 2014 (the Agreement).
WHEREAS, the Parties hereto desire to amend the Agreement as set forth herein to, among other things, include the right of X4 to extend a certain milestone date and to reflect the conversion of X4 from a limited liability company to a corporation; and
WHEREAS, pursuant to Section 13.8 of the Agreement, the Agreement may be amended by a written instrument duly executed by authorized representatives of both Parties.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
1. Amendments to Agreement.
(a) The reference in the first recital to X4 Pharmaceuticals, LLC, a Massachusetts limited liability company is hereby deleted and X4 Pharmaceuticals, INC., a Delaware corporation is hereby inserted in lieu thereof
(b) All references in the Agreement to X4 Pharmaceuticals, LLC are hereby deleted and X4 Pharmaceuticals, INC. is hereby inserted in lieu thereof.
(c) Section 6.2 of the Agreement is hereby deleted in its entirety and the following is hereby inserted in lieu thereof:
6.2 X4 First Financing Fee.
6.2.1 No later than [***] after the closing of the X4 First Financing, X4 shall pay Genzyme an upfront amount equal to Three Hundred Thousand Dollars ($300,000) (the First Financing Fee). The payment of the First Financing Fee shall be [***].
6.2.2 X4 shall have the right in its sole discretion to extend the Financing Exclusivity Period (as defined in Section 12.1.1 below) during the term thereof by providing written notice to Genzyme (the Financing Exclusivity Extension Notice)
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Portions of this Exhibit, indicated by the mark [***], were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrants application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.