Third Amendment to Exclusive Patent License Agreement between MIT and Cullinan Amber Corp.

Exhibit 10.34

Certain confidential information contained in this document, marked by [***], has been omitted because it is not material and would likely cause competitive harm to Cullinan Therapeutics, Inc. if publicly disclosed.

Massachusetts Institute of Technology

and

Cullinan Amber Corp.

THIRD AMENDMENT

This Third Amendment, effective as of December 20th, 2023 (the “Third Amendment Effective Date”) is made by and between the Massachusetts Institute of Technology, a nonprofit research institution having a principal address at 77 Massachusetts Avenue, Cambridge, MA 02139 (“M.I.T.”) and Cullinan Amber Corp. ("Company"), a Delaware corporation, with a principal place of business at One Main Street, Cambridge, MA 02142. M.I.T. and Company are parties to that certain Exclusive Patent License Agreement dated December 20, 2019 (the “License Agreement”), and amended by the First Amendment, dated April 3, 2020 and the Second Amendment, dated December 20, 2022. M.I.T. and Company may be referred to herein individually as a “Party” or, collectively, as the “Parties.” All capitalized terms used herein that are not otherwise defined herein shall have their respective meanings as set forth in the License Agreement.

WHEREAS, the License Agreement granted Company a Limited Term Option to Expansion Fields, and:

WHEREAS, the Second Amendment granted Company [***] extension of said Option Period with respect to cytokines other than IL2 or IL12 and revised the definition of the Expansion Field; and

WHEREAS, Company has requested a second extension of said Option Period with respect to cytokines other than IL2 or IL12 and M.I.T. and agrees to grant such extension;

NOW, THEREFORE, the Parties agree to amend the LICENSE AGREEMENT as follows:

IN WITNESS WHEREOF, the parties have caused this Third Amendment to be executed by their duly authorized representatives as of the Third Amendment Effective Date.