AMENDMENT NO. 2 TO LICENSE AND SERVICES AGREEMENT

Exhibit 10.1

AMENDMENT NO. 2 TO LICENSE AND SERVICES AGREEMENT

This AMENDMENT NO. 2 TO LICENSE AND SERVICES AGREEMENT (herein referred to as “Amendment No. 2”) is made effective September 15, 2014 (the “Amendment No. 2 Effective Date”), by and between Ultragenyx Pharmaceutical Inc. (herein referred to as “Ultragenyx”), a Delaware Corporation, and The Buck Institute for Research on Aging, an independent non-profit research organization organized under the laws of California (“Buck”), each herein referred to individually as “Party” and collectively as “Parties”.

Whereas, Ultragenyx and Buck are Parties to the Agreement (as defined below), pursuant to which Ultragenyx has rights to use certain Buck facilities, specifically laboratory and write-up space; and

Whereas, the Parties now desire to amend the Agreement to provide for Ultragenyx’s use of an expanded laboratory, tissue culture, storage, write-up and office area with additional expansion office space.

Now, Therefore, the Parties agree as follows:

C.Ultragenyx wishes to procure access at the Facility to certain laboratory space in Building G of the Facility, Fourth Floor, as shown on the attached Exhibit “A” as “Licensed Lab Space” and also have a right of first refusal to license the “Phase 2 Space” also shown in Exhibit “A” in order to conduct research and facilitate its therapeutic development programs; and

“Term.  The term of this Agreement (“Term”) shall be for five (5) years from the Amendment No. 2 Effective Date, except that (i) either party may terminate this Agreement upon one year’s prior written notice without cause and purely out of convenience of such party; and (ii) either party may terminate this Agreement for cause upon a breach as specified below.  Within ninety (90) days prior to the expiry of the Term, the Parties may extend the Term by an additional twelve (12) months (the “Extension”) by written extension.  The Parties may exercise the Extension for up to three (3) consecutive years.”  

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AMENDMENT NO. 2 TO LICENSE AND SERVICES AGREEMENT

“Ultragenyx proposes to pursue laboratory research within the Licensed Lab Space and place twenty (20) (or more, as approved and trained by Buck in environmental safety, fire codes and provisioned with Facility-access key cards) staff/employees (“Agents”) at the Facility to conduct research for Ultragenyx, and these Agents will require access to the following (i) parking at the Facility parking lot; (ii) the Licensed Lab Space; and (iii) the Amenities, to the extent these are available.”

“(d)Subject to the payment of the License Fees described in Section 6, below, and to the terms and conditions of this Agreement, for the duration of the Term, Buck hereby grants to Ultragenyx an exclusive license to use the equipment identified in Exhibit B (“Licensed Equipment”).  Ultragenyx shall maintain the exclusive equipment at its sole cost and expense and pay for any damage to Buck’s equipment suffered as a result of its use or use by its Agent(s) or invitees, excluding ordinary wear and tear.  Buck is under no obligation to furnish or to replace or repair any Buck equipment.”  

7.The following shall be added as Section 4(e):

“(e)Ultragenyx shall have the right of first refusal at any time during the Term to license all of the Phase 2 Space on the same terms and conditions as contained in this Agreement (and coterminous with the Term) at a fee of $73,872 per annum (“ROFR”).  Ultragenyx may exercise the ROFR by providing Buck ninety (90) days’ prior written notice of its intent to license the Phase 2 Space or part thereof.  The parties shall enter into an amendment to this Agreement or new agreement, as appropriate, to reflect the license of the Phase 2 Space on such terms within such ninety day period.  If during the Term and prior to the exercise of the Extension by Ultragenyx, a potential tenant, other than Buck itself, (“Potential Tenant”) expresses definitive written interest in licensing or leasing part or all of the Expansion Space, Buck will send written notice to Ultragenyx.  Ultragenyx shall have sixty (60) days after receipt of such notice to exercise the ROFR.  If Ultragenyx does not exercise the ROFR within such 60 day period, the ROFR will be considered terminated and Ultragenyx will have no further contractual right to the Phase 2 Space.”

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AMENDMENT NO. 2 TO LICENSE AND SERVICES AGREEMENT

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have caused this Amendment No. 2 to be executed and delivered by their proper and duly authorized officers effective on the Amendment No. 2 Effective Date.

By:  /s/ Shalini SharpBy:  /s/ Remy Gross, III

Printed Name: Shalini SharpPrinted Name: Remy Gross, III

Title: Chief Financial OfficerTitle: Vice President, Business Development

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AMENDMENT NO. 2 TO LICENSE AND SERVICES AGREEMENT

Attachment No. 1

EXHIBIT A - Buck Institute Facility & Licensed Lab Space

Bldg G, 4^th Floor

“Licensed Lab Space”

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AMENDMENT NO. 2 TO LICENSE AND SERVICES AGREEMENT

Attachment No. 2

EXHIBIT B

This Exhibit Intentionally Left Blank

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AMENDMENT NO. 2 TO LICENSE AND SERVICES AGREEMENT

Attachment No. 3

EXHIBIT C – LICENSED EQUIPMENT

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