AMENDMENT TO LICENSE AGREEMENT
This Amendment (the Amendment) is effective on November 23, 2018 (Amendment Date), by and among INBRX 103, LLC, a limited liability company with an address at 11025 North Torrey Pines Road, Suite 200, La Jolla, CA 92037 (Inhibrx), Celgene Corporation, a Delaware corporation with an address at 86 Morris Avenue, Summit, NJ 07901 (Licensee) and Inhibrx, Inc. (formerly Inhibrx, LLC), a Delaware corporation with an address at 11099 North Torrey Pines Road, Suite 130, La Jolla, CA 92037 (Parent), and amends the License Agreement by and among Inhibrx and Licensee, dated July 1, 2013 (the License Agreement). Inhibrx, Parent and Licensee are referred to herein as the Parties and each as a Party. Capitalized terms not otherwise defined herein have the meanings specified in the License Agreement.
WHEREAS, Inhibrx and Licensee now desire to amend the License Agreement, on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for good and valuable consideration, the receipt and sufficiency is hereby acknowledged by the Parties, Inhibrx, Parent and Licensee agree that the License Agreement is hereby amended as follows:
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Section 1.7. Section 1.7 of the License Agreement is hereby amended and restated in its entirety as follows:
Control or Controlled means with respect to any Patent Rights or Know-How, the possession by a Party (or its Affiliates, as the case may be) of the ability to grant a license or sublicense of such Patent Rights or Know-How as provided for herein without violating the terms of any agreements which become effective after the Amendment Date between such Party (or its Affiliates) and any Third Party; provided, that Patent Rights and Know-How of an acquirer of a Party or its Affiliates in existence prior to the acquisition date, or developed after the acquisition date solely by such acquirer without use of or reference to such Partys preexisting materials or proprietary know-how, shall not be deemed to be Controlled by such Party or Affiliate.
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Section 2.1.1. Section 2.1.1 of the License Agreement is hereby amended and restated in its entirety as follows:
Grant of License. Subject to the terms and conditions of this Agreement, each of Inhibrx and Parent, on behalf of themselves and their Affiliates, hereby grants to Licensee an exclusive (even as to Inhibrx and Parent and their respective Affiliates), royalty-bearing, non-transferable (except in accordance with Section 12.3) license, including the right to grant sublicenses (only in accordance with Section 2.1.2), under the Licensed Intellectual Property, including Inhibrxs and Parents and their respective Affiliates interest in the Joint IP, to research, develop, manufacture, commercialize, make, have made, use, offer for sale, sell, and import Licensed Products, in the Territory, for any and all uses within the Field (Exclusive License). All rights not expressly granted herein are reserved by Inhibrx, Parent and their respective Affiliates, and no other licenses are granted herein, by implication, estoppel or otherwise. During the Term, neither Inhibrx, Parent, nor any of their respective Affiliates will enter into any agreement or otherwise license, grant, assign, transfer, convey or otherwise encumber or dispose any right, title or interest in or to any of the Licensed Intellectual Property, which agreement, license, grant, assignment, transfer, conveyance, encumbrance or disposition would conflict with the rights granted to Licensee hereunder.
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Section 12.15. The following is added as Section 12.15 of the License Agreement:
(a) Guarantee. To induce Licensee to enter into this Agreement, the Parent hereby irrevocably, absolutely, and unconditionally guarantees as a primary obligor and not merely as surety to Inhibrx, on the terms and conditions set forth herein, the full and punctual payment, performance and discharge of the obligations of Inhibrx when due under, and subject to the terms and conditions of, this Agreement (the Inhibrx Obligations); provided, that the