Amendment #2 to Collaboration Agreement between Oncternal Therapeutics, Inc. and The University of Texas M.D. Anderson Cancer Center, dated May 1, 2016
***CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS IN BRACKETS) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
AMENDMENT 2 TO COLLABORATION AGREEMENT
This Amendment 2 to Collaboration Agreement (the Amendment 2) is dated as of May 1, 2016 (the Amendment Effective Date) and amends that certain Collaboration Agreement between The University of Texas M.D. Anderson Cancer Center (MD Anderson) and Tokalas, Inc. (Tokalas) effective as of December 15, 2014 (the Agreement), as amended by Amendment 1 effective as of January 24, 2016 (the Amendment 1). Tokalas and MD Anderson are sometimes referred to collectively herein as the Parties or individually as a Party.
A. The Agreement contemplates that MD Anderson and Tokalas will collaborate on certain research and clinical trials related to Tokalas proprietary drug, TK-216, as set forth in Exhibit A to the Agreement; and
B. The Parties have concluded that it is in the best interests of each of them to amend the Agreement as set forth herein;
C. Accordingly, the Parties are entering into this Amendment to set forth their agreement on amendments to the Agreement.
1. Exhibit B. Exhibit B to the Agreement as amended is hereby deleted and replaced with Exhibit B as attached hereto.
2. Incorporation; Conflicts; Capitalized Terms. Exhibit B is incorporated hereby by reference. In the event of any conflict between the provisions of this Amendment 2 (including Exhibit B) and the Agreement and Amendment 1, this Amendment 2 shall prevail. Terms capitalized, but not defined, in this Amendment or an Exhibit shall have the meaning ascribed to them in the Agreement.
3. No Other Amendment. Except as expressly set forth in this Amendment 2, and in the Amendment 1, there are no other modifications or amendments to the Agreement and the Agreement remains in full force and effect.
4. Effective and Binding. Upon execution by the Parties, this Amendment 2 shall be effective and binding as of the Amendment Effective Date.
[Signatures on Following Page]
ACCEPTED AND AGREED TO BY:
By: /s/ James Breitmeyer
Name: James Breitmeyer
Title: President & CEO
THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER
By: /s/ Chris McKee
Name: Chris McKee
Title: VP, Business Operations
Reviewed and Approved by UTMDACC
Legal Services for UTMDACC Signature
16 May 2016 /s/
[Signature Page to Amendment 2 to Collaboration Agreement]
|*If fifteen (15) viable PDXs are not created in a reasonable amount of time, the [***] will be prorated for the appropriate level of PDXs delivered.|
|[***] upfront (prior to initiation of Phase 1A)**|
|[***] after enrollment of three (3) Phase 1A subjects|
|[***] upon initiation of Phase 1B|
|[***] upon completion of Phase 1B|
|**Program Payments budgeted for Ewings Sarcoma for five (5) Phase 1A subjects and ten (10) Phase 1B subjects (total = fifteen (15) Ewings Sarcoma subjects). Costs for subjects enrolled beyond first fifteen (15) subjects will be paid by Tokalas in the amount of [***] per subject. If MD Anderson enrolls fewer than 15 Ewing sarcoma subjects, then the [***] payment will be reduced on a pro rata basis.|
|MD Anderson acknowledges that Slifka Foundation may require MD Anderson to submit progress reports in conjunction with Program Payments 2-4.|
|[***] upfront (prior to enrollment of first AML subject)***|
|[***] upon completion of Study with respect to AML subjects|
|***Program Payments budgeted for AML for ten (10) subjects. Costs for subjects enrolled beyond ten (10) subjects will be paid by Tokalas in the amount of [***] per subject. If MD Anderson enrolls fewer than 10 AML subjects, then the [***] payment will be reduced on a pro rata basis|
|Invoiced separately at cost using the rate charged by MD Anderson to its Investigators|
Payment Obligation on
Successful Completion of
Such Milestone Payments will be paid within thirty  days of achievement of the applicable Milestone.
[***] of the [***] payment for Stage 1 shall be paid by a grant from the Carson Sarcoma Foundation and [***] for Stages 2-3 combined shall be paid by a grant or directed donation from the Slifka Foundation.