First Amendment to Amended and Restated Exclusive License Agreement between SLSG Limited LLC and Memorial Sloan Kettering Cancer Center, effective as of September 29, 2020

Contract Categories: Intellectual Property - License Agreements
EX-10.3 2 sls20200930ex103.htm EX-10.3 Document

Exhibit 10.3
FIRST AMENDMENT TO AMENDED AND RESTATED
EXCLUSIVE LICENSE AGREEMENT

This First Amendment to Amended and Restated Exclusive License Agreement (this “Amendment”), effective as of September 29, 2020 (the “Effective Date”), is entered into by and between SLSG Limited LLC (together with its affiliates, hereinafter collectively “Company”), a Delaware limited liability company with a place of business at 15 West 38th Street, 10th Floor, New York, New York 10018, and Memorial Sloan Kettering Cancer Center, a New York not-for-profit corporation with a principal office address at 1275 York Avenue, New York, New York 10065 (“MSK”).

WHEREAS, the Company is a wholly-owned subsidiary of Sellas Life Sciences Group Ltd., an exempted limited company incorporated under the laws of Bermuda with offices at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda (“Sellas Limited”); and

WHEREAS, Sellas Limited is a wholly-owned subsidiary of SELLAS Life Sciences Group, Inc., a Delaware corporation with a place of business at 15 West 38th Street, 10th Floor, New York, New York 10018; and

WHEREAS, Sellas Limited and MSK entered into that certain Amended and Restated Exclusive License Agreement, dated as of October 10, 2017 (the “Agreement”); and

WHEREAS, Sellas Limited assigned all of its right, title and interest in and to the Agreement to the Company pursuant to that certain Assignment of License dated as of June 28, 2019 by and between Sellas Limited, as assignor, and the Company, as assignee (the “Assignment”); and

WHEREAS, following and as a result of the execution of the Assignment, the Company is the successor-in-interest to Sellas Limited under the Agreement and is as of the Effective Date a Party and the Licensee under and pursuant to the Agreement; and

WHEREAS, the Parties to the Agreement desire to, and hereby do, amend the Agreement in accordance with the terms hereof.

NOW, THEREFORE, in exchange for the promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Parties hereby agree as follows:

1. Definitions. Capitalized terms used, but otherwise not defined herein shall have the meanings given to such terms in the Agreement.

2. Original Patent Rights – Exhibit A. Exhibit A to the Agreement is hereby amended by deleting such Exhibit A in its entirety and substituting in place thereof the copy of Exhibit A attached hereto as Appendix 1 to this Amendment and made a part hereof. The definition of Original Patent Rights is automatically and without any further action by the Parties amended to include all of the patents and patent applications included within Exhibit A, as amended by this Amendment.

3. Additional Patent Rights – Exhibit B. Exhibit B to the Agreement is hereby amended by deleting such Exhibit B in its entirety and substituting in place thereof the copy of Exhibit B attached hereto as Appendix 2 to this Amendment and made a part hereof. The definition of Additional Patent Rights is automatically and without any further action by the Parties amended to include all of the patents and patent applications included within Exhibit B, as amended by this Amendment.

4. Governing Law. The validity, enforcement, construction, and interpretation of this Amendment are governed by the laws of the State of New York and the federal laws of the United States of America, excluding the laws of those jurisdictions pertaining to resolution of conflicts with laws of other jurisdictions.

5. Successors and Assigns. This Amendment is binding on, and inures to the benefit of, the Parties, their authorized and permitted heirs, successors and assigns.

6. Counterparts; Effective Date. The Parties may execute this Amendment by facsimile or other electronic transmission, in pdf file format or otherwise, and in counterparts. Each executed counterpart of this



Amendment will constitute an original document, and all executed counterparts, together, will constitute the same agreement. This Amendment will become effective as of the Effective Date.

7. Complete Agreement; Ratification and Confirmation. The headings of the Sections of this Amendment are solely for convenient reference and neither constitutes a part of this Amendment nor affect its meaning, interpretation, or effect. This Amendment, together with the Agreement, records the entire understanding of the Parties with respect to the terms of this Amendment and the Agreement and the restrictions and subject matter stated in it and them, and supersedes any previous or contemporaneous agreement, representation, or understanding, oral or written, by either of them. The Agreement, as amended by this Amendment, is in full force and effect, and is hereby ratified and confirmed by the Parties in every respect.

The foregoing Amendment is executed as of the Effective Date.

SLSG LIMITED LLC
By:/s/ Angelos Stergiou
Name:Angelos Stergiou, M.D., ScD. h.c.
TitlePresident and Chief Executive Officer
15 West 38th Street, 10th Floor
New York, NY 10018
MEMORIAL SLOAN KETTERING CANCER CENTER
By:/s/ Gregory Raskin
Name:Gregor Raskin
TitleVice President, Technology Development
1275 York Avenue, Box 524
New York, NY 10065



Appendix 1 to the Amendment

EXHIBIT A

Original Patent Rights

1.SK1074 Synthetic HLA Binding Peptide Analogues and Uses Thereof
MSK Reference Number
Type of Filing
Application/Patent Number
Date of Filing
SK1074-01
Provisional
60/525,955
Dec 1, 2003
SK1074-03
PCT
PCT/US2004/040347
Nov 30, 2004
SK1074-04
National - Canada
CA 2,548,135
May 31, 2006
SK1074-02
National – Europe
France
United Kingdom
Germany
Italy
Switzerland
Spain
EP 1708732
Jun 29, 2006
SK1074-05
National - Australia
AU ###-###-####
Jul 6, 2006
SK1074-06
National - United States
7,488,718
Nov 30, 2004
2. SK1219 WT1 HLA Class II-Binding Peptides and Compositions and Methods Comprising Same
MSK Reference Number
Type of Filing
Application/Patent Number
Date of Filing
SK1219-01
Provisional
60/726,608
Oct 17, 2005
SK1219-02
Provisional
60/728,304
Oct 20, 2005
SK1219-03
PCT
PCT/US2006/040719
Oct 17, 2006
SK1219-04
National – Europe
France
United Kingdom
Germany
Ireland
Italy
Switzerland
Spain
EP 1951281
Apr 17, 2008
SK1219-09
National - Europe - Divisional
France
United Kingdom
Germany
Ireland
Italy
Switzerland
Spain
EP ###-###-####
Jun 14, 2012
SK1219-06
National - United States
8,765,687
Sep 27, 2009
SK1219-10
Continuation
9,233,149
Sep 16, 2013
SK1219-27
Continuation
10,221,224
Jan 8, 2016
SK1276-27
Continuation
16/270,444
Feb 7, 2019
SK1219-07
National - Canada
2,626,238
Apr 17, 2008
SK1219-18
National -Canada - Divisional
2,900,087
Oct 17, 2006
SK1219-08
National - Australia
2006304573
Apr 17, 2008




3. SK1225 Synthetic HLA Binding Peptide Analogues and Uses Thereof
MSK Reference Number
Type of Filing
Application/Patent Number
Date of Filing
SK1225-01
Continuation
7,598,221
Sep 12, 2005

4. Immunogenic WT-1 Peptides and Methods of Use Thereof
MSK Reference Number
Type of Filing
Application/Patent Number
Date of Filing
SK1233-01
Provisional
60/790,526
Apr 10, 2006
SK1233-02
Provisional
60/852,009
Oct 17, 2006
SK1233-03
PCT
PCT/US2007/008853
Apr 10, 2007
SK1233-06
National - Canada
CA ###-###-####
Nov 9, 2008
SK1233-05
National - Europe
Austria
Belgium
Finland
France
United Kingdom
Germany
Greece
Ireland
Italy
Netherlands
Poland
Romania
Switzerland
Spain
Turkey
EP ###-###-####
Nov 10, 2008
SK1233-08
National - Europe - Divisional
16173687.1
Apr 10, 2007
SK1233-25
Extension – Hong Kong
17107134.3
Jul 17, 2017
SK1233-04
National - United States
9,265,816
Dec 2, 2009
SK1233-26
Continuation
16/359,897
Mar 20, 2019







Appendix 2 to the Amendment

EXHIBIT B

Additional Patent Rights

1. Immunogenic WT-1 Peptides and Methods of Use Thereof
Pearl Cohen Ref.
MSK Ref.
Type of Filing
Application/Patent Number
Date of Filing
P-76807-USP
SK2011-072-02
US Provisional
61/752,799
January 15, 2013
P-76807-US
SK2011-072-04
National – US
9,919,037
July 14, 2015
P-76807-US2
SK2011-072-10
Continuation
15/920,335
March 13, 2018
P-76807-PC
SK2011-072-03
PCT
PCT/US2014/011711
January 15, 2014
P-76807-AU
SK2011-072-05
National - Australia
2014207615
January 15, 2014
P-76807-AU1
SK2011-072-11
National - Australia - Divisional
2018241209
January 15, 2014
P-76807-CA
SK2011-072-06
National – Canada
2,898,099
January 15, 2014
P-76807-CN
SK2011-072-08
National – China
201480010289.3
January 15, 2014
P-76807-MO
SK2011-072-14
Extension – Macau
J/003740
July 1, 2019
P-76807-CN1
SK2011-072-12
National - China - Divisional
201910196887.9
January 15, 2014
P-76807-HK
SK2011-072-15
Extension – Hong Kong
42020002109.5
January 31, 2020
P-76807-EP
SK2011-072-09
National – Europe
EP14741142.5
January 15, 2014
P-76807-EP1
(unknown)
National – Europe – Divisional
EP20193303.3
August 28, 2020
P-76807-JP
SK2011-072-07
National – Japan
6486278
January 15, 2014
P-76807-JP1
SK2011-072-13
National - Japan - Divisional
2019027238
January 15, 2014

2. Methods and Compositions for Treating Cancer
Pearl Cohen Ref.
MSK Ref.
Type of Filing
Application Number
Date of Filing
P-79550-USP
(unknown)
US Provisional
62/258,134
Nov 20, 2015
P-79550-PC
SK2015-113-02
PCT
PCT/US2016/062865
Nov 18, 2016
P-79550-US
SK2015-113-03
National – US
15/777,514
May 18, 2018
P-79550-AU
SK2015-113-09
National – Australia
2016356708
Nov 18, 2016
P-79550-CA
SK2015-113-04
National – Canada
3,005,896
Nov 18, 2016
P-79550-CN
SK2015-113-05
National – China
201680077975.1
Nov 18, 2016
P-79550-HK
(unknown)
Extension – Hong Kong
19119785.4
Feb 21, 2019
P-79550-EP
SK2015-113-08
National – Europe
16867262.4
Nov 18, 2016
P-79550-JP
SK2015-113-06
National – Japan
2018-526090
Nov 18, 2016
P-79550-KR
SK2015-113-07
National – South Korea
10 ###-###-####
Nov 18, 2016

3. Multi-Valent Immunotherapy Composition and Methods of Use for Treating WT1-Positive Cancers
SLE Ref.
Type of Filing
Application Number
Date of Filing
SEL.102P
US Provisional
62/832,244
April 10, 2019
SEL.102XC1PCT
PCT
PCT/US2020/027681
April 10, 2020