CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH [***]. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.
AMENDMENT No. 2 TO
AMENDED AND RESTATED LICENSE AGREEMENT
This Amendment No. 2 to Amended and Restated License Agreement (this Amendment) dated as of January 13, 2016 (the Effective Date), is entered into among Technion Research and Development Foundation Ltd. (TRDF), Applied Immune Technology Ltd. (AIT), and Adicet Bio Inc. (Adicet) (TRDF, AIT and Adicet, collectively, the Parties), with respect to the following facts:
TRDF and AIT are parties to the Amended and Restated License Agreement entered into on May 21st, 2014, and its Amendment No. 1 dated June 30th, 2015, as may be further amended or restated from time to time (collectively, the License Agreement). All capitalized terms used, but not defined, herein shall have the respective meanings set forth in the License Agreement.
The Parties desire to amend the License Agreement in certain respects and agree to the other provisions of this Amendment.
Now, therefore, the Parties hereby agree as follows:
1. The License Agreement hereby is amended as follows:
1.1 For purposes of Section 2 (Definitions), Section 7 (Consideration for Grant of License) (as amended hereby) and Section 8 (Reports; Payments; Records) of the License Agreement and the defined terms as used therein, Licensed Product shall mean any product (a) which entirely or partially (1) comprises or incorporates technology developed by or in collaboration with, licensed to, controlled or otherwise acquired by Adicet Bio Inc. (Adicet) or its Subsidiaries or Affiliates controlled by it (without regard to the [***] requirement in the definition of Subsidiary (a Downstream Affiliate) or by AIT or its Subsidiaries or its Downstream Affiliates (including but not limited to the Licensed Technology and Joint Researcher Improvements) (the Adicet Licensed Product and the AIT Licensed Product, respectively), or (2) the making, using or selling of which falls within the scope of the Licensed Technology or Joint Researcher Improvements, and (b) for which an IND is granted on or prior to December 31, 2024.
In addition, the following defined terms under Section 2 of the License Agreement shall be deleted and the corresponding provisions in the License Agreement shall be revised accordingly: Additional Ingredient, Combination Product, Royalty Cessation Date and Valid Claim.
1.2 Section 7.1 of the License Agreement is amended and restated to read in full as follows:
7.1 Royalties. During the Royalty Period (as defined below), in the event that Company itself or any Subsidiary or Downstream Affiliates of Company or Adicet will sell Licensed Products, Company shall pay Licensor a running royalty equal [***] of Net Sales by Company itself or any Subsidiary or Downstream Affiliates of Company or Adicet. Notwithstanding anything to the contrary herein, Company or Adicet shall not owe to Licensor (and Licensor shall not be entitled to receive) any royalties on any sales by Adicet, AIT or their respective Subsidiaries or Downstream Affiliates to each other but shall not derogate from any obligations to pay royalties on sales to third parties.