First Amendment to Option, License and Collaboration Agreement, dated December 19, 2024, by and between the Company and Gilead Sciences, Inc
Exhibit 10.1
CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.
First AMENDMENT TO OPTION, LICENSE AND COLLABORATION AGREEMENT
This First Amendment to Option, License and Collaboration Agreement (this “First Amendment”), dated as of December 19, 2024 (the “First Amendment Effective Date”), is by and between ASSEMBLY BIOSCIENCES, INC., a Delaware corporation having its principal place of business at Two Tower Place, Seventh Floor, South San Francisco, CA 94080 (“Assembly”), and GILEAD SCIENCES, INC., a Delaware corporation having its principal place of business at 333 Lakeside Drive, Foster City, CA 94404 (“Gilead”). Each of Assembly and Gilead may be referred to in this First Amendment individually as a “Party” or together as the “Parties.”
RECITALS
WHEREAS, the Parties entered into that certain Option, License and Collaboration Agreement, effective as of October 15, 2023 (the “Collaboration Agreement,” as amended by this First Amendment, the “Agreement”), pursuant to which Assembly granted Gilead the exclusive option for Gilead to obtain the exclusive license to Research, Develop, Manufacture, Commercialize or otherwise Exploit Molecules and Products under each Assembly Program on the terms and conditions set forth in the Collaboration Agreement; and
WHEREAS, the Parties desire to amend the Collaboration Agreement pursuant to Section 20.1 (Entire Agreement; Amendment) thereof, as follows.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, covenants, and conditions contained in this First Amendment, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
“ “Phase 1b Clinical Trial” means a Clinical Trial of a product (whether a standalone trial or a stage of a “Phase 1b/2” clinical trial described in the protocol as the “Phase 1b portion”), the principal purpose of which is intended to [***] and that satisfies the requirements of 21 C.F.R. §312.21(a) or its non-U.S. equivalents.”
“ “Triggering Clinical Trial” means, for an Assembly Molecule:
[***]”
“if Gilead [***] delivers to Assembly an Option Exercise Notice following the conclusion of the First Option Exercise Period but prior to the conclusion of the Second Option Exercise Period, then Gilead shall pay to Assembly an amount equal to:
each such payment, (a)(i) or (a)(ii) or (b)(i), (b)(ii) or (b)(iii), an “Option Payment”, in each case, within [***] days after the date the applicable Assembly Program has become an Optioned Program pursuant to Section 4.1.”
[***]
“Additional Funding Payment. Gilead shall pay to Assembly an upfront, non-refundable cash payment of Ten Million Dollars ($10,000,000) (the “Additional Funding Payment”) no later than [***]. For clarity, the Additional Funding Payment is subject to the use of proceeds covenants and restrictions set forth in Section 15.5(a) and shall be used accordingly. Notwithstanding anything in this Agreement to the contrary, the Additional Funding Payment will be fully credited against any and all amounts payable by Gilead to Assembly under this Agreement, including any Option Payment, [***] or Option Continuation Payment for any Assembly Program under this Agreement.”
[Signature Page Follows]
IN WITNESS WHEREOF, the duly authorized representatives of the Parties hereby execute this First Amendment as of the First Amendment Effective Date.
ASSEMBLY BIOSCIENCES, INC. |
| GILEAD SCIENCES, INC. | ||
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By: | /s/ Jason A. Okazaki |
| By: | /s/ Devang Bhuva |
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Name: Jason A. Okazaki |
| Name: Devang Bhuva | ||
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Title: Chief Executive Officer and President |
| Title: SVP, Corporate Development |
[Signature Page to First Amendment to Option, License and Collaboration Agreement]