Anterios
Exhibit 10.5
Anterios
000 Xxxx 00xx Xxxxxx, Xxxxx 0X, Xxx Xxxx, XX 00000
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July 23, 2009 |
Office of Commercial Ventures and
Intellectual Property
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxxx, Executive Director
Re: Amendment to 2007 Botulinum Cell Line License Agreement — Confidential
Dear Xxxx:
Reference is made to the Botulinum Cell Line License Agreement between Anterios, Inc. (“Company”) and the University of Massachusetts, a public institution of higher education of the Commonwealth of Massachusetts as represented by its Dartmouth campus (“University”) dated August 13, 2007 (“License Agreement”). The purpose of this letter amendment is to extend the “Option Period” by one additional year as permitted in the License Agreement and to amend the License Agreement as set forth below. Capitalized terms used but not defined in this letter amendment will have the meanings given to such terms in the License Agreement.
Accordingly, University and Company agree as follows:
1. As of the date of full execution of this letter amendment, the Option Period is extended by one additional year. For clarity, with this extension, the Option Period extends until [*] years from the Effective Date.
2. Sections 2.2 and 4.3 of the License Agreement are amended with respect to the timing of when payment is due for an extension of the Option Period as follows: Company will pay [*] to University by the earlier of (a) [*] or (b) within [*] days of receipt of funds under Company’s pending Series B round of financing.
3. The address for Company set forth in the introductory paragraph and Section 8.12 of the License Agreement is changed to:
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Anterios, Inc.
000 Xxxx 00xx Xxxxxx, Xxxxx 0X Xxx Xxxx,
XX 00000
Attention: Xxx Xxxxxxx, MD
4. Nothing is this letter amendment will affect other terms and conditions of the License Agreement. Company and University each acknowledge that the other is in full compliance with its obligations under the License Agreement as of the date of their respective execution of this letter amendment.
5. To indicate University’s agreement with the terms set out above, please have an authorized representative sign where indicated in the space below on both originals and return one original to Company.
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Sincerely, |
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/s/ Xxx Xxxxxxx |
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Xxx Xxxxxxx, M.D. |
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President and Chief Executive Officer |
AGREED: University of Massachusetts
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By: |
/s/ Xxxxxxx Xxxxxxxxx |
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Executive Director, Office of Commercial Ventures and Intellectual Property | ||
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Date |
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CC:
Xx. Xxxxx Xxxxxxxx
Asst Vice Chancellor for Research Development
Advanced Technology & Manufacturing Center
University of Massachusetts Dartmouth
000 Xxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000-0000
