Second Amendment to Addendum to License Agreement by and among Disc Medicine, Inc., F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc., dated May 31, 2022

Contract Categories: Intellectual Property - License Agreements
EX-10.7 11 ny20005172x1_ex10-7.htm EXHIBIT 10.7

Exhibit 10.7

AMENDMENT TO ADDENDUM TO LICENSE AGREEMENT

WHEREAS, Disc Medicine, Inc. (“Disc” or the “Company”), F. Hoffmann-La Roche Ltd (“Roche Basel”) and Hoffmann-La Roche Inc. (“Roche US” and, together with Roche Basel, “Roche”) executed an addendum to that certain License Agreement dated as of May 7, 2021 (the “Agreement”) among the Parties (as defined below), pursuant to which the Company and Roche memorialized their mutual understanding of the rights Roche and its affiliates may have under the Agreement in the event that the Company completes an IPO, and which was amended by the Parties as of December 7, 2021 (as amended, the “Addendum”). Each of Disc, Roche US and Roche Basel are referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, the Parties desire to further amend the Addendum as set forth herein:

NOW, THEREFORE, the Parties agree as follows:

1.
The Parties wish to replace paragraph 4 of the Addendum in its entirety with the following:


“4.
This Addendum shall automatically terminate upon the earliest to occur, if any, of (i) the Company notifying Roche that it has determined not to proceed with the IPO or (ii) October 31, 2022, in the event the closing of the IPO shall not have occurred on or before such date.

2.
Except as specifically provided herein, the terms and conditions of the Addendum shall remain in full force and effect.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties hereto have entered into this Amendment as of the date set forth below when all Parties have executed this Amendment.

DISC MEDICINE, INC.

/s/ John Quisel
 
Name: John Quisel
 
Title:  President & CEO
 

Date: May 26, 2022

F. HOFFMANN-LA ROCHE LTD

/s/ Vikas Kabra
 
Name: Vikas Kabra
 
Title:  Authorized Signatory
 

Date: May 31, 2022

/s/ Barbara Schroeder
 
Name: Barbara Schroeder
 
Title:  Authorized Signatory
 

Date: May 31, 2022

HOFFMANN-LA ROCHE INC.

/s/ John Parise
 
Name: John Parise
 
Title:  Authorized Signatory
 

Date: May 26, 2022

[Signature Page to Amendment to Addendum to License Agreement]