CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IMMUNOME, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO IMMUNOME, INC. IF PUBLICLY DISCLOSED.
SECOND AMENDMENT TO LICENSE AGREEMENT
This Second Amendment to License Agreement (“AMENDMENT”), is entered into as of the ___ of July, 2020 (“EFFECTIVE DATE”), by and among Thomas Jefferson University (“TJU”) and Immunome, Inc. (“COMPANY”) (collectively, the “Parties”).
WHEREAS the Parties have entered into an Exclusive License Agreement with an effective date of the 1st of June, 2012, as amended by the First Amendment to the License Agreement, dated October 19, 2017, (the Exclusive License Agreement, as so amended, the “LICENSE AGREEMENT”);
WHEREAS, the Parties desire to modify certain terms of the License Agreement as set forth in this Amendment; and
WHEREAS, any capitalized term not separately defined in this Amendment shall have the meaning ascribed to it in the License Agreement.
NOW, THEREFORE, in consideration of the terms and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:
1. Amendments. Section 4.3 of the License Agreement is amended and restated in its entirety as follows:
4.3 (a) Except as provided in Section 4.3(c), LICENSEE shall pay to TJU during the term of this Agreement a royalty of [***] of NET SALES by LICENSEE and SUBLICENSEES in any countries where there is a VALID CLAIM; and
(b) Except as provided in Section 4.3(c), LICENSEE shall pay to TJU during the term of this Agreement a royalty of [***] of NET SALES by LICENSEE and SUBLICENSEES in any countries where there is no VALID CLAIM.
(c) The royalty for NET SALES of LICENSED PRODUCTS or LICENSED PROCESSES by a SUBLICENSEE under an agreement between LICENSEE and such SUBLICENSEE entered into before CLINICAL PROOF OF CONCEPT (as defined below for such LICENSED PRODUCT or LICENSED PROCESS (“OTHER NET SALES”) shall be [***] of the royalty actually paid by the SUBLICENSEE to LICENSEE; provided that such agreement between COMPANY and such SUBLICENSEE provides for a [***] or less percentage royalty on net sales of such LICENSED PRODUCT and/or LICENSED PROCESS to be paid to COMPANY by SUBLICENSEE. Where such agreement provides for more than a [***] royalty, then the provisions of Sections 4.3(a) and (b) shall