AMENDMENT NO. 2 TO COLLABORATION AND LICENSE AGREEMENT
Execution Version
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AMENDMENT NO. 2 TO COLLABORATION AND LICENSE AGREEMENT
THIS AMENDMENT NO. 2 TO COLLABORATION AND LICENSE AGREEMENT (“Second Amendment”) is made and entered into effective as of July 28, 2022 (“Second Amendment Effective Date”) by and between BicycleTx Limited, a company incorporated in England and Wales with a place of business at Blocks A & B Portway Building, Granta Park, Great Xxxxxxxx, Xxxxxxxxx, XX00 0XX (“BicycleTx”), and Ionis Pharmaceuticals, Inc., a Delaware corporation with a principal place of business at 0000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, XXX (“Ionis”).
BicycleTx and Ionis are referred to herein individually as a “Party” and collectively as the “Parties”.
BACKGROUND
WHEREAS, BicycleTx and Xxxxx entered into that certain Collaboration and License Agreement dated as of July 9, 2021, as amended (the “Agreement”), pursuant to which the Parties agreed to collaborate in the research and development of products incorporating TfR1 Bicycles directed against certain Targets;
WHEREAS the Parties amended the Agreement by the First Amendment effective as of 17 December 2021 to enable the Parties to conduct certain additional activities during the Additional Research Period to evaluate the potential for TfR1 Bicycles [*];
WHEREAS, the Parties now seek to further amend the Agreement to extend the Additional Research Period and the Initial Period; and
WHEREAS, Section 12.3 of the Agreement provides that the Agreement may only be modified by a written instrument duly executed 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 further amend the Agreement as set forth in this Second Amendment.
ARTICLE 1 DEFINITIONS
1.1 | Capitalized Terms. Capitalized terms used in this Second Amendment shall have the meanings set forth in the Agreement and First Amendment, unless otherwise defined in this Second Amendment. Section references set forth in this Second Amendment shall refer to section references in this Second Amendment, unless expressly stated to refer to sections of the Agreement or the First Amendment. |
ARTICLE 2 AMENDMENT
“BicycleTx will perform the research activities set forth on Schedule 1 attached hereto (the
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Execution Version
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
“Additional Activities”) during the period beginning on [*] and continuing for [*] from such date (the “Additional Research Period”) in accordance with Section 4.5.1(a) of the Agreement. The Additional Activities shall be deemed Research Activities under the Agreement, pursuant to Section 4.2.2 thereof, subject to the terms and conditions of this First Amendment. Ionis shall use Commercially Reasonable Efforts to perform the Additional Activities allocated to it at its sole cost and expense.”
“2.4.1 Determination of Success Criteria and Initial Data Package. During the first [*] period of the Additional Research Period (the “Initial Period”), the Parties, through the JSC, shall discuss in good faith and mutually agree upon (a) the success criteria by which the Parties will determine whether the initial goals of the Additional Activities have been achieved, and whether the Parties should continue to perform such Additional Activities for the remainder of the Additional Research Period (the “Success Criteria”) and (b) the nature and scope of the data generated by BicycleTx in the course of performing the Additional Activities during the Initial Period, which data BicycleTx will deliver to the JSC pursuant to Section 2.4.2 (the “Initial Data Package”).”
ARTICLE 3 MISCELLANEOUS
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Execution Version
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
THIS AMENDMENT NO. 2 TO COLLABORATION AND LICENSE AGREEMENT is executed by the authorized representatives of the Parties as of the Second Amendment Effective Date. | |
BICYCLETX LIMITED | IONIS PHARMACEUTICALS, INC. |
By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxx: Chief Technology Officer | By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Xxxxx: CEO |
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