Amendment 03 to Collaboration and Option Agreement, dated November 30, 2023, by and between the Registrant and Ono Pharmaceutical Co. Ltd

Exhibit 10.41

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].”

AMENDMENT No. 3

TO

COLLABORATION AND OPTION AGREEMENT

The Amendment No. 3 to Collaboration and Option Agreement (the "Third Amendment") is made and entered into as of November 30, 2023 (the "Third Amendment Effective Date"), by and between FATE Therapeutics, Inc., a Delaware corporation located at 12278 Scripps Summit Drive, San Diego, California 92131, United States of America ("FATE"), and Ono Pharmaceutical Co., Ltd., 8-2, Kyutaromachi 1-chome, Chuo-ku, Osaka, Osaka ###-###-####, Japan ("ONO"). FATE and ONO are sometimes referred to herein individually as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS, the Parties entered into a Collaboration and Option Agreement dated September 14, 2018, as amended by the following documents: (i) Letter Agreement effective as of December 4, 2020; (ii) Amendment 01 to Collaboration and Option Agreement effective as of June 28th, 2022 (hereinafter, the “First Amendment”); (iii) Amendment to Collaboration and Option Agreement with respect to Collaboration Candidate 2 effective as of November 7, 2022; and (iv) Letter Agreement effective as of September 27, 2023 (collectively, the “Agreement”);

Whereas, pursuant to Section 3.3 of the First Amendment, the table of Annual R&D Fees in Section 6.2.2 of the Agreement was replaced with an updated table as set forth in the First Amendment (hereinafter, the “Table”);

Whereas, the Parties now desire to increase the Estimated Annual Collaboration Budget (as stated in the Table) for Research Term Year [***] (as stated in the Table) by the amount of $[***].

Now, Therefore, in consideration of the foregoing and the mutual agreements set forth below, the Parties agree as follows:

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