Amendment No. 2 to Research Collaboration and License Agreement between Pfizer Inc. and Arvinas Operations, Inc. (formerly Arvinas, Inc.), dated January 14, 2022

Amendment No. 2 Effective Date:         January 14, 2022

Name of Original Agreement:     Research Collaboration and License Agreement (the “Original Agreement,” and together with previous amendments, if any, as described below, the “Agreement”)

    

Effective Date of Original Agreement:     December 22, 2017 (“Effective Date”)

Parties:    Pfizer Inc. (“Pfizer”) and Arvinas Operations, Inc., f/k/a Arvinas, Inc. (“Arvinas”)

Dates of Previous Amendments:    Amendment No. 1 dated December 9, 2019

    

WHEREAS, the Parties wish to amend the terms of the Agreement regarding the use of Overages (as defined in the Agreement).

NOW, THEREFORE, in order to accommodate the desired amendments, the Parties hereby agree as follows:

1.Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement.

2.Amendments to the Agreement.

2.1.Section 2.2.4 of the Agreement is hereby deleted in its entirety and replaced with the following:

    “[**].”

2.2.Section 2.2.5 of the Agreement is hereby deleted in its entirety and replaced with the following:

    “[**].”

2.3.Notwithstanding any other provision of the Agreement, the Parties agree that (i) Pfizer shall hereby be deemed to have issued a Target Substitution Notice pursuant to which [**] shall be replaced with [**] (the “[**] Substitute”), which Arvinas accepts as a Target under the Agreement, (ii) the [**] Substitute [**], and (iii) the Parties shall agree on the Research Plan for the [**] Substitute [**], as applicable, in accordance with Section 3.5 of the Agreement, and Pfizer shall [**] for such Target no later than [**]. Notwithstanding Section 5.4 of the Agreement, the payment due under such Section 5.4.2 thereof [**] for the [**] Substitute pursuant to Section 2.8 thereof shall be paid on or before [**], and the Parties shall cooperate as reasonably required to ensure that the corresponding invoice is issued and paid on or before such date. For clarity, in accordance with Sections 2.2.4 and 2.2.5 of the Agreement (as amended by this Amendment No. 2), any [**] with respect to the [**] Substitute may be applied by Pfizer

as [**] due under Section 5.4 of the Agreement with respect to a [**] made in accordance with clause (ii) of the first sentence of this Section.

2.4.Notwithstanding Section 5.4 of the Agreement, the payment due under Section 5.4.3 thereof upon the [**] for the Target [**] shall be paid on or before [**], and the Parties shall cooperate as reasonably required to ensure that the corresponding invoice is issued and paid on or before such date.

3.Ratification of the Agreement. Except as expressly set forth in Article 2 above, the Agreement shall remain unmodified and in full force and effect. The execution, delivery and effectiveness of this Amendment No. 2 shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the parties to the Agreement, nor constitute a waiver of any provision of the Agreement.

4.Counterparts. This Amendment No. 2 may be executed in any number of counterparts, each of which shall be an original instrument and all of which, when taken together, shall constitute one and the same agreement.