AMENDMENT # 1 TO: THE EXCLUSIVE LICENSE AGREEMENT BETWEEN ADURO BIOTECH INC. AND THE REGENTS FOR CYCLIC-DI-NUCLEOTIDES THAT STIMULATE HUMAN STING VARIANTS ANDSTIMULATOR OF INTERFERON GENE UC Case No.: [*] Agreement Control No. 2015-04-0045

[*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Exhibit 10.32

UNIVERSITY OF CALIFORNIA, BERKELEY   OFFICE OF TECHNOLOGY LICENSING             

AMENDMENT # 1

TO:

THE EXCLUSIVE LICENSE AGREEMENT BETWEEN ADURO BIOTECH INC. AND

THE REGENTS

FOR

CYCLIC-DI-NUCLEOTIDES THAT STIMULATE HUMAN STING VARIANTS

ANDSTIMULATOR OF INTERFERON GENE

UC Case No.: [*]

Agreement Control No. 0000-00-0000

This first amendment (“AMENDMENT # 1”) to the exclusive license agreement (the “AGREEMENT”) between the REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, whose legal address is 0000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, acting through its Office of Technology Licensing, at the University of California, Berkeley, 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000-0000 (“REGENTS”) and ADURO BIOTECH, INC, a Delaware corporation having a principal place of business at 000 Xxxxxxxx Xxx, 0X, Xxxxxxxx, XX 00000 (“LICENSEE”) is effective as of March 4, 2015.

The parties agree to amend the referenced license agreement as follows:

Article 2 (DEFINITIONS), substitute paragraph 2.5 in its entirety with the following:

2.5 “Joint PATENT RIGHTS” means (i) U.S. Patent Application Serial Number [*] and assigned to REGENTS and LICENSEE; (ii) U.S. Patent Application Serial Number [*] and assigned to REGENTS and LICENSEE; (iii) U.S. Patent Application Serial Number [*] and assigned to REGENTS and LICENSEE; (iv) PCT Application Serial Number [*] and assigned to REGENTS and LICENSEE; (v) any patent applications, utility models, inventors certificates, invention registrations, continuing applications, divisional applications, substitutions, continuation-in-

Aduro Biotech Inc. CONFIDENTIAL Page 1 of 2 Amend. # 1 (REVC) to EXCL  0000-00-0000 UC Case No.: B13-136 & B14-143

part applications, and equivalents thereof in any jurisdiction anywhere in the world, in each case to the extent that claims in such filings are entitled to the filing date of the patent applications in (i)-(iv); and (vi) any granted patents issuing on (i)-(v) including any reissues, re-examinations, or extensions thereof.

All remaining terms and conditions of the AGREEMENT between Licensee and Regents, which bears an effective date of September 25, 2014, remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment # 1 in duplicate originals by their duly authorized officers and representatives. The parties to this document agree that a copy of the original signature to this Agreement (including an electronic copy) may be used for any and all purposes for which the original signature may have been used. The parties further waive any right to challenge the admissibility or authenticity of this document in a court of law based solely on the absence of an original signature.

THE REGENTS OF THE						ADURO BIOTECH, INC.
UNIVERSITY OF CALIFORNIA
By		/s/ Xxxxx X. Xxxxxxx				By		/s/ Xxxxxx Xxxxxxxx
		Xxxxx X. Xxxxxxx, Ph.D.         Associate Director         Office of Technology Licensing				Name		Xxxxxx Xxxxxxxx
						Title		Chief Scientific Officer
Date		March 6, 2015				Date		03.05.2015

Aduro Biotech Inc. CONFIDENTIAL Page 2 of 2 Amend. # 1 (REVC) to EXCL  0000-00-0000 UC Case No.: B13-136 & B14-143

[*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.