National Institutes of Health FIRST AMENDMENT TO L-002-2016/0

Exhibit 10.5

National Institutes of Health

FIRST AMENDMENT TO L-002-2016/0

This is the first amendment (“First Amendment”) of the agreement by and between the National Institutes of Health (“NIH”) within the Department of Health and Human Services (“HHS”), and Kite Pharma, Inc. having an effective date of October 1, 2015 and having NIH Reference Number L-002-2016/0 (“Agreement”).  This First Amendment, having NIH Reference Number L‑002-2016/1, is made between the NIH through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A., and Kite Pharma, Inc., having an office at 2225 Colorado Avenue, Santa Monica, CA 90404 (the “Licensee”).  This First Amendment includes, in addition to the amendment made below, a Signature Page.

Whereas, the NIH and the Licensee desire that the Agreement be amended a first time as set forth below in order to clarify the allowance for sublicenses to Licensee Affiliates.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the NIH and the Licensee, intending to be bound, hereby mutually agree to the following:

“PCT Application No. PCT/US12/054623 filed September 11, 2012 entitled “T Cell Receptors Recognizing HLA-A1- or HLA-CW7-Restricted Mage” (HHS Ref No. E ###-###-####/0-PCT-02);

“The Licensee may enter into sublicensing agreements under Licensed Patent Rights with Affiliates of Licensee, and Paragraphs 4.1 and 4.4 of the Agreement and Paragraph V in Appendix C of the Agreement shall not apply to such Affiliate sublicense; provided that Licensee shall notify NIH in writing of the Affiliate that sublicenses any Licensed Patent Rights within thirty (30) days of effectiveness of each sublicense.”

SIGNATURES BEGIN ON NEXT PAGE

FIRST AMENDMENT TO L-002-2016/0

SIGNATURE PAGE

In Witness Whereof, the parties have executed this First Amendment on the dates set forth below.  Any communication or notice to be given shall be forwarded to the respective addresses listed below.

For the NIH:

Mailing Address or E-mail Address for Agreement notices and reports:

Chief, Monitoring & Enforcement Branch, DTDT

Office of Technology Transfer

National Institutes of Health

6011 Executive Boulevard, Suite 325

Rockville, Maryland  20852-3804 U.S.A.

E-mail: ***@***

For the Licensee (Upon information and belief, the undersigned expressly certifies or affirms that the contents of any statements of the Licensee made or referred to in this document are truthful and accurate.):

Any false or misleading statements made, presented, or submitted to the Government, including any relevant omissions, under this Agreement and during the course of negotiation of this Agreement are subject to all applicable civil and criminal statutes including Federal statutes 31 U.S.C. §§3801‑3812 (civil liability) and 18 U.S.C. §1001 (criminal liability including fine(s) or imprisonment).