Amendment No. 3 to Scientific Advisory Board Agreement
This Amendment No. 3, effective January 1, 2017 (Amendment Effective Date), is made to the Scientific Advisory Board Agreement, dated June 18, 2012, as amended by Amendment No. 1 to Scientific Advisory Board Agreement, dated June 18, 2012, and Amendment No. 2 to Scientific Advisory Board Agreement, dated May 31, 2016 (collectively, the SAB Agreement), and is by and between Caribou Biosciences, Inc. (the Company), a Delaware corporation, and Jennifer A. Doudna (Advisor), an individual. Each may be referred to as a party and collectively as the parties. Any capitalized term used herein that is not defined has the meaning ascribed to it in the SAB Agreement.
WHEREAS, in light of the Companys business focus and strategy, and for purposes of compliance with the policies of the Howard Hughes Medical Institute, Advisors employer (HHMI), the parties wish to amend the SAB Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and undertakings hereinafter set forth, the parties agree as follows:
|1. || |
Article 1 of the SAB Agreement is hereby amended by adding a new Section 1(c) as set forth below; additionally, the SAB Agreement is hereby amended by adding a new Exhibit B as attached hereto, which will be executed by the Parties simultaneously with the execution of this Amendment No. 3 to Scientific Advisory Board Agreement. The amendments set forth in this Paragraph 1, including the addition of Exhibit B to the SAB Agreement, are effective as of the Effective Date of the SAB Agreement (June 18, 2012).
(c). HHMI Provisions. Attached to this Agreement as Exhibit B are the Howard Hughes Medical Institute Uniform Consulting Agreement Provisions (the HHMI Uniform Provisions). The Parties agree that the HHMI Uniform Provisions are an integral part of this Agreement. In the event of any conflict between this Agreement and the HHMI Uniform Provisions, the HHMI Uniform Provisions shall govern.
|2. || |
Article 3 of the SAB Amendment is deleted in its entirety and replaced with the following as of the Amendment Effective Date:
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The term of this Agreement will begin on the Effective Date and will end on December 31, 2020, unless terminated earlier pursuant to Section 3(b) or (c), or extended by mutual agreement of the Company and Advisor.
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Advisor may terminate this Agreement without cause upon thirty (30) days prior written notice to the Company at any time during the Term.
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Either party may terminate this Agreement for a material breach by the other party upon thirty (30) days prior written notice (which notice shall describe the breach in reasonable detail) if the other party does not cure the breach within such thirty (30)-day period.
|3. || |
Subject to Paragraph 4 below, during the period commencing on the Amendment Effective Date until December 31, 2020, the Company will pay Advisor thirty-one thousand, two hundred fifty U.S. dollars ($31,250) per calendar quarter, for a total of one hundred twenty-five thousand U.S. dollars ($125,000) per calendar year for services provided under the SAB Agreement. The first payment will be due and payable by the Company to Advisor on March 31, 2017, with future payments due and payable on the last day of each preceding calendar quarter. In the event that the SAB Agreement is terminated during a calendar quarter pursuant to Section 3(b) of the SAB Agreement or by the Company pursuant to Section 3(c) of the SAB Agreement, the Company will prorate the payment due and payable for such calendar quarter on a monthly basis and no payments will be due thereafter (e.g., if termination of the Agreement occurs on November 11, 2018, Advisor will receive $20,833.33 for fourth quarter 2018). Nothing in this Amendment is intended to alter the independent contractor status of Advisor or affect consideration previously provided to Advisor by the Company.