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. 1 TO
LICENSE AND COLLABORATION AGREEMENT
THIS AMENDMENT NO. 1 TO LICENSE AND COLLABORATION AGREEMENT (this Amendment) dated as of April 4th, 2019 (the Amendment Date), is entered into between REGENERON PHARMACEUTICALS, INC., a New York corporation (Regeneron), with a place of business at 777 Old Saw Mill River Road, Tarrytown, New York 10591, and ADICET BIO, INC. , a Delaware corporation (Adicet), with a place of business at 200 Constitution Drive, Menlo Park, California 94025 (with each of Regeneron and Adicet referred to herein individually as a Party and collectively as the Parties).:
A. The Parties entered into the License and Collaboration Agreement dated as of July 29, 2016 (the Agreement). All terms used, but not defined, herein shall have the respective meanings set forth in the Agreement.
B. The parties now desire to amend the Agreement in certain respects on the terms and conditions set forth below.
NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth below, the Parties hereby amend the Agreement and otherwise agree as follows:
1.1 Section 1.48 of the Agreement is amended and restated to read in full as follows:
1.48 Competing Product shall mean with respect to a Collaboration Target , an ICP [***] (i) that comprises at least [***] human immune gamma delta T cells, and that contains a Targeting Moiety that Binds to such Collaboration Target, but (ii) that is not a Co-Funded Product or a Royalty Product.
1.2 Section 1.92 of the Agreement is amended to add the following sentence immediately following the end thereof:
Mice Derived Adicet Targeting Moiety additionally shall include a Targeting Moiety (x)(i) that Binds to a Target that becomes a Terminated Target pursuant to clause (i) of Section 4.1(f); but only if Adicet has designated an ICP comprising such Targeting Moiety as a clinical product candidate meeting the candidate declaration criteria set forth on Schedule 7 and has requested a meeting with a Regulatory Authority regarding such