[ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
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4000 Shoreline Court, Suite 250
South San Francisco, CA 94080
December 12, 2018
AGC Biologics, Inc.
22021 20th Avenue S.E
Bothell, WA 98021
Attn: Business Development
Dear Sir or Madam:
Re: Amendment to CHEF1 Collaboration and License Agreement and Development and Manufacturing Services Agreement between Harpoon Therapeutics, Inc. (Harpoon) and AGC Biologics, Inc. (formerly known as CMC ICOS Biologics, Inc.) (AGC).
As you are aware, on October 26, 2015, Harpoon and AGC (the Parties) entered into the CHEF1 Collaboration and License Agreement (the CHEF1 License Agreement), and subsequently, on July 5, 2016, the Parties entered into a Development and Manufacturing Services Agreement (the Manufacturing Agreement, and collectively, with the CHEF1 License Agreement, the AGC Agreements) for the manufacture of certain of Harpoons products for research and development purposes. Under the terms of the CHEF1 License Agreement, Harpoon has the option, subject to the payment of an option exercise fee, to be granted a license by AGC for commercial manufacture of such products.
Recently, in connection with a review of the AGC Agreements, we have become aware of certain provisions requiring amendment in order to correctly reflect the intent of the Parties. This letter (the Letter Agreement) is intended to provide for the amendment of such provisions, as follows. Capitalized terms set forth and not otherwise defined in this Letter Agreement shall have the meaning given in the CHEF1 License Agreement, or the Manufacturing Agreement, as applicable, unless otherwise specified herein. The AGC Agreements shall therefore be amended as follows:
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The penultimate paragraph of Section 3.3 of the CHEF1 License Agreement will be amended and restated in its entirety as follows:
On a Product-by-Product basis, if Harpoon, a partner of Harpoon, or another third party service provider other than CMC ICOS is providing manufacturing services for such Product, Harpoon [***] a one-time payment of [***] in lieu of any future royalties on such Product, [***].
The remainder of Section 3.3 of the CHEF1 License Agreement will remain unamended.
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Section 12.5 of the Manufacturing Agreement shall be amended and restated in its entirety as follows
12.5 CMC may terminate this agreement after completion of all Stages under all Work Statements [***].