AMENDMENT NO. 1 TO AMENDED AND RESTATED DISCOVERY COLLABORATION AND LICENSE AGREEMENT
EXHIBIT 10.1
AMENDMENT NO. 1 TO AMENDED AND RESTATED DISCOVERY COLLABORATION AND LICENSE AGREEMENT
This Amendment No. 1 to the Amended and Restated Discovery Collaboration and License Agreement (“First Amendment”) is made and entered into, effective as of [______], 2021 (“First Amendment Effective Date”), by and between Harpoon Therapeutics, Inc., a Delaware corporation (“Harpoon”), and AbbVie Biotechnology Ltd., a Bermuda corporation (“AbbVie”). Harpoon and AbbVie are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Background
WHEREAS, AbbVie and Harpoon entered into that certain Discovery Collaboration and License Agreement (the “Original Agreement”) effective as of October 10, 2017 (the “Effective Date”), as amended by that certain First Amendment to the Discovery Collaboration and License Agreement effective as of April 3, 2019, under which Harpoon granted a license to AbbVie under certain intellectual property rights with respect to the development of T-Cell Receptor Constructs (as defined therein) to develop and commercialize Licensed Products (as defined therein);
WHEREAS, the Parties amended and restated the Original Agreement, as amended, in accordance with the Amended and Restated Collaboration and License Agreement (the “Amended Agreement”) effective as of 20 November, 2019 (the “Amended Effective Date”) to, among other things, (a) increase the number of additional targets which AbbVie has the right to nominate under the Agreement and (b) expand the scope of the Agreement to cover Antibody Constructs, in each case, in accordance with the terms and conditions set forth therein;
WHEREAS, Harpoon has [*], therefore, the Parties now desire to extend the Amended Agreement to include the ProTriTac Constructs, as set forth below; and
WHEREAS, Section 14.9 of the Amended Agreement provides that the Amended Agreement may only be modified by a writing signed by authorized representatives of each Party.
NOW, THEREFORE, the Parties desire, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to amend the Amended Agreement as set forth in this First Amendment.
DEFINITIONS
amendments
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1.2 “AbbVie Background Know-How” means all Information that is (a) not generally known, (b) developed or invented as a result of performing activities outside the scope of this Agreement, and (c) either (i) Controlled by AbbVie or any of its Affiliates on the Effective Date or during the Term and reasonably necessary or useful for the Development, Manufacture, or Commercialization of a Discovery T-Cell Receptor, Discovery T-Cell Receptor Construct or a Licensed Product containing or comprising a Discovery T-Cell Receptor Construct or (ii) Controlled by AbbVie or any of its Affiliates on the Amended Effective Date or thereafter during the Term and reasonably necessary or useful for the Development, Manufacture, or Commercialization of a Discovery Antibody, Discovery Antibody Construct or a Licensed Product containing or comprising a Discovery Antibody Construct. For clarity, AbbVie Background Know-How includes such Information Controlled by AbbVie that is related to (1) a Discovery T-Cell Receptor existing prior to the Effective Date or developed or invented thereafter as a result of performing activities outside the scope of the activities contemplated by this Agreement or (2) a Discovery Antibody existing prior to the Amended Effective Date or developed or invented thereafter as a result of performing activities outside the scope of the activities contemplated by this Agreement and in each case (clauses (1) and (2)) shall exclude such Information Controlled by AbbVie that is related to TriTAC Constructs and ProTriTAC Constructs.
1.21 “Antibody Construct” means a TriTAC Construct or ProTriTAC Construct [*].
1.57.2 the research plan setting forth the activities (and estimated timelines) for (a) [*] and (b) [*], such plans attached as Schedule 1.57 and identified as “Discovery Research Plan for Discovery Antibody Sequences,” as the same may be amended from time to time in accordance with the terms hereof (the “Antibody Discovery Research Plan”),
provided that [*], but shall not include [*].
1.82 “Harpoon Platform” means Information, Patents and other intellectual property rights that are:
1.82.1 (a) Controlled by Harpoon or any of its Affiliates on the Effective Date or during the Term and (b) [*], including (i) [*] and (ii) [*]; or
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1.82.2 (a) Controlled by Harpoon or any of its Affiliates on the Amended Effective Date or thereafter during the Term and (b) [*] (i) [*] and (ii) [*].
For the purposes of clarity, Harpoon Platform or any component of the Harpoon Platform does not include Information, Patents and other intellectual property rights that [*].
1.136A “ProTriTAC Construct” means [*] (a) [*], (b) [*], and (c) [*].
1.148 “T-Cell Receptor Construct” means a TriTAC Construct or ProTriTAC Construct comprising or incorporating a T-Cell Receptor as the domain that binds to a TCR Target.
2.1.6 Within [*] following [*], AbbVie shall [*] the Discovery Research Activities for such Accepted Target [*]. For clarity, [*].
2.2 [*]
2.3 [*]
6.8.4. Without limiting Section 6.8.3, from the First Amendment Effective Date until [*] after the Amended Effective Date, Harpoon shall not, and shall cause its Affiliates not to [*], or is intended for use against, [*] or otherwise [*] any other action that would preclude a [*].
MISCELLANEOUS
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Miscellaneous. This First Amendment shall be governed by and construed in accordance with the laws of [*], excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction; provided, that all questions concerning (a) inventorship of Patents under this Agreement shall be determined in accordance with Section 8.1.4 of the Amended Agreement and (b) the construction or effect of Patents shall be determined in accordance with the laws of the country or other jurisdiction in which the particular Patent has been filed or granted, as the case may be. The Parties agree to exclude the application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods. Except as specifically amended by this First Amendment, the terms and conditions of the Amended Agreement shall remain in full force and effect. This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This First Amendment may be executed by facsimile or electronically transmitted signatures and such signatures shall be deemed to bind each Party hereto as if they were original signatures. Except to the extent expressly provided herein, the Amended Agreement, as amended by this First Amendment, including all appendices, exhibits and schedules to each of the foregoing, sets forth the entire agreement and understanding between the Parties with respect to the subject matter of the Amended Agreement and all prior agreements, understandings, promises, and representations, whether written or oral, with respect thereto are superseded hereby (including the Prior NDA and the Original Agreement, as previously amended).
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IN WITNESS WHEREOF, Harpoon and AbbVie have executed this First Amendment by their respective officers hereunto duly authorized, on the day and year hereinafter written. The Parties acknowledge and agree that the signature date may not be the First Amendment Effective Date.
ABBVIE BIOTECHNOLOGY LTD. |
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By:
Name:
Title: |
By:
Name:
Title: |
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EXHIBIT A
Schedule 11.2.1
{4 pages omitted}
[*]
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[*]
Single Domain Serum Albumin Binding Protein |
EP1780300.0 |
19-May-2017 |
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[*]
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
[*]
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.