Amendment to Exclusive License, dated as of March 14, 2016, by and between Berkeley Lights, Inc. and The Regents of the University of California

Exhibit 10.13B

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

AMENDMENT TO EXCLUSIVE LICENSE

AMENDMENT TO EXCLUSIVE LICENSE

BETWEEN

BERKELEY LIGHTS, INC.

AND

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

FOR

OPTOELECTRONIC TWEEZER TECHNOLOGY

This AMENDMENT TO EXCLUSIVE LICENSE (“Amendment”) is made and entered into this 14th day of March, 2016 (“Effective Date”), by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, whose legal address is 1111 Franklin Street, 12th Floor, Oakland, California ###-###-####, acting through its Office of Technology Licensing, at the University of California, Berkeley, 2150 Shattuck Avenue, Suite 510, Berkeley, California ###-###-#### (“REGENTS”) and BERKELEY LIGHTS, INC., a Delaware corporation with a principal place of business at 5858 Horton Street, Suite 320, Emeryville, California 94608 (“LICENSEE”).

REGENTS and LICENSEE are parties to that certain Exclusive License for Optoelectronic Tweezer Technology effective October 25, 2011 (the “Exclusive License”), and wish to amend the Exclusive License to memorialize their mutual understanding and agreement regarding the addition to the Exclusive Licensee of certain INVENTIONS and REGENTS’ PATENT RIGHTS, and the confirmation of LICENSEE’s royalty obligation.

Accordingly, in consideration of the premises and the mutual covenants herein set forth, REGENTS and LICENSEE agree as follows:

3.a    Section 1.1 is amended to include the following paragraph, immediately after the paragraph beginning [***]:

[***].

3.b    Section 2.1 is amended to include the following heading and paragraph, immediately after the paragraph beginning [***]:

[***];

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3.c    Section 2.12 is amended as follows to include the language highlighted by double-underscore:

“NET SALES” means [***] by LICENSEE for SALES of LICENSED PRODUCTS, LICENSED SERVICES, and LICENSED METHODS, less the sum of the following deductions where applicable: early payment, trade or quantity discounts; sales, use, tariff, import/export duties or other excise taxes when included in gross sales (including value added taxes (“vat”) to the extent that such vat is incurred and not reimbursed, refunded, or credited under a tax authority), but not taxes based on net income derived from such sales; transportation, packing and insurance charges; and allowances or credits made for rejections, returns or uncollectable accounts. For purposes of calculating NET SALES, a SALE to a sublicensee for end use by the sublicensee will be treated as a SALE, and not as a sublicense generating SUBLICENSING INCOME. Furthermore, for purposes of calculating NET SALES associated with provision of LICENSED SERVICES, the amount received by LICENSEE for such LICENSED SERVICES shall be the portion of the gross amount received by LICENSEE for such LICENSED SERVICES that is [***] to the contributions of the LICENSED PRODUCTS and/or LICENSED METHODS.

3.d    Section 2.14 is amended as follows to include the language highlighted by double-underscore:

“SUBLICENSING INCOME” means [***] in respect of royalties received by LICENSEE, to the extent attributable to the grant of sublicenses of REGENTS’ PATENT RIGHTS. SUBLICENSING INCOME does not include [***] by LICENSEE for SALES of LICENSED PRODUCTS, LICENSED SERVICES, and/or LICENSED METHODS to an end user where such SALES are accompanied by the grant of a sublicense to use the LICENSED PRODUCTS, LICENSED SERVICES, and/or LICENSED METHODS.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized officers or representatives.

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