Amendment No. 1 to License Agreement
Exhibit 10.1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Amendment No. 1 to License Agreement
This Amendment No. 1 to License Agreement (the “Amendment”) is effective as of August 15th, 2021 (the “Amendment Effective Date”) by and between Clearside Biomedical, Inc., with a principal place of business at 000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000 Xxxxxx Xxxxxx of America (“Clearside”) and Arctic Vision (Hong Kong) Limited, with a principal place of business at 23/F Xxx Xxxx Tower 88 Connaught Road C & 000 Xxx Xxxxx Xxxx X, Xxxxxxx, Xxxx Xxxx (“Arctic Vision”), and solely with respect to Section 5 (Guaranty), Arctic Vision (Cayman) Limited with a principal place of business at Cricket Square, Xxxxxxxx Drive, P.O. Box 2681, Grand Cayman KY1-1111 Cayman Islands (“Arctic Vision Parent”), and amends that certain License Agreement by and between Clearside and Arctic Vision, dated March 10, 2020 (the “Agreement”). Clearside and Arctic Vision may each be referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms not expressly defined herein shall have the meaning set forth in the Agreement.
Recitals
Whereas, pursuant to the Agreement, Clearside granted to Arctic Vision an exclusive license under Clearside Technology to Develop and Commercialize Licensed Products in the Field in the Territory, and Arctic Vision is obligated to use Commercially Reasonable Efforts to Develop and Commercialize Licensed Products in the Territory for use in an indication associated with uveitis;
Whereas, the Parties now desire to expand the Territory; and
Whereas, the Parties wish to amend the Agreement in accordance with Section 17.02 thereof.
Now, Therefore, the Parties hereby agree to amend the terms of the Agreement as provided below, effective as of the Amendment Effective Date.
“ Section 1.39 “Jurisdiction” means each of the following: (i) Mainland China, (ii) Taiwan, (iii) Hong Kong, (iv) South Korea, (v) Macau, (vi) Brunei, (vii) Cambodia, (viii) India, (ix) Indonesia, (x) Laos, (xi) Malaysia, (xii) Myanmar, (xiii) the Philippines, (xiv) Singapore, (xv) Thailand, and (xvi) Vietnam.”
(a) within [***] of the Amendment Effective Date, a one-time, non-refundable, non-creditable payment of One Million Five Hundred Thousand Dollars ($1,500,000), by wire transfer; and
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
(b) within [***] after the earlier of (1) [***] or (2) [***], in each case in any of [***], a one-time milestone payment of [***]. For clarity, this milestone payment of [***] shall only be payable once, even if [***] occurred or [***] was obtained in more than one of the aforementioned countries.
Milestone Event |
Milestone Payment |
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[Signature Page to Follow]
In Witness Whereof, the Parties have caused this Amendment to be executed as of the Amendment Effective Date.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
By: /s/ Xxxxxx Lasezkay Name: Xxxxxx Lasezkay Title: Chief Executive Officer
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Arctic Vision (Hong Kong) Limited
By: /s/ Hoi Ti Wu Name: Hoi Ti Wu Title: Chief Executive Officer
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Arctic Vision Cayman Limited (solely for purposes of Section 6 (Guaranty))
By: /s/ Hoi Ti Wu
Name: Hoi Ti Wu
Title: Chief Executive Officer
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Schedule A
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Schedule B
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