THIRD AMENDMENT AGREEMENT
This Agreement and Amendment No. 3 to the License Agreement (“Third Amendment Agreement”) is dated and effective as of September 25, 2020 (the “Third Amendment Effective Date”), and is made by and between the TRUSTEES OF TUFTS COLLEGE, a/k/a TUFTS UNIVERSITY, a Massachusetts non-profit educational corporation having offices at the Office of Technology Transfer and Industry Collaboration, Suite 75K-950, 136 Harrison Avenue, Boston, MA 02111 (“TUFTS”), and QUANTERIX CORPORATION (f/k/a Digital Genomics, Inc.), a Delaware corporation with a principal place of business at 113 Hartwell Avenue, Lexington, MA 02421 (“LICENSEE”). Each of LICENSEE and TUFTS may be referred to individually herein as a “Party” or collectively as the “Parties”.
WHEREAS, the Parties entered into an Exclusive License Agreement, effective as of June 18th, 2007 (the “License Agreement”);
WHEREAS, the Parties amended the License Agreement effective April 29, 2013 (the “First Amendment Agreement”) and August 22, 2017 (the “Second Amendment Agreement”);
WHEREAS, LICENSEE and [***] entered into that certain [***]; and
WHEREAS, the Parties desire to further amend the License Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TUFTS and LICENSEE hereby agree as follows:
Capitalized terms used herein, but not otherwise defined shall have the meanings set forth in the License Agreement, as amended.
2. License Agreement Amendment
2.1 Section 5.5(a) of the License Agreement shall be deleted and replaced in its entirety as follows:
5.5 Sublicense Income:
(a) Except as set forth in Sections 5.5(b), 5.5(c) and 5.5(e)(i) of this Agreement, in the event that, pursuant to Section 3.3 of this Agreement, LICENSEE grants a sublicense under its rights in Section 3.1 of this Agreement and receives Sublicense Income from a Sublicensee in respect of such grant within the period set forth below under the heading “Calendar Year,” LICENSEE agrees to pay TUFTS a percentage of such Sublicense Income as follows: