AMENDMENT NO. 1 TO THE LICENSE AGREEMENT
Exhibit 10.21
AMENDMENT NO. 1 TO THE LICENSE AGREEMENT
BETWEEN COLUMBIA SUTROVAX, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
FOR UCSD CASE NO. SD2012-011
This first amendment to the License Agreement ("Amendment No. 1") is made by and between Sutrovax, Inc., having an address at 000 Xxxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxxxxx 00000 ("LICENSEE") and The Regents of the University of California, a California corporation having its administrative offices at 0000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 ("UNIVERSITY"), as represented by its San Diego campus having an address at University of California San Diego, Office of Innovation and Commercialization, Mail Code 0910, 0000 Xxxxxx Xxxxx, Xx Xxxxx, Xxxxxxxxxx 00000.
The Amendment is effective as of the date of the last signature below ("Amendment No. 1 Effective Date").
Whereas LICENSEE entered into a license agreement ("License Agreement") with the UNIVERSITY effective February 4, 2019 (UC Control Number 2019-03-0329) wherein LICENSEE was granted certain rights;
WHEREAS, LICENSEE and UNIVERSITY now desire to make certain changes to the Agreement as specified below.
NOW THEREFORE, in consideration of the covenants and conditions contained herein, the parties hereto agree as follows:
ARTICLE 1. DEFINITIONS
The following definition shall be added:
1.14 "Third Party Contractors" means third parties who agree, in writing, to be bound by the terms and conditions at least as restrictive as this Agreement for the purpose of performing work under fee-for-service arrangement on behalf of LICENSEE within the Field and during the Tern.
Unless otherwise defined under this Amendment No. 1, capitalized terms shall have the meaning assigned to them in the License Agreement. Except as expressly and unambiguously stated herein, no other changes are made to the License Agreement. All other terms and conditions of the License Agreement shall remain in full force and effect. The License Agreement, and this Amendment No. 1 constitute the entire understanding of the parties with respect to the subject matter hereof and supersede any prior understanding, oral or written, between the parties with respect thereto, The Agreement and these Amendments shall be governed in all respects by the laws of the State of California without regard to its conflict of laws provisions.
The parties agree that this Amendment No. 1 may be executed in one (1) or more counterparts, each of which shall together shall constitute but one and the same instrument. For purposes of executing this Amendment No. 1, a facsimile (including a PDF image delivered via email) copy of this Amendment No. 1, including the signature pages, will be deemed an original.
XXXXXXXX, INC: |
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THE REGENTS OF THE UNIVERSITY OF CALIFORNIA |
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By: |
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/s/ Xxxxx X. Xxxxxxxxx |
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By: |
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/s/ Xxxxx Xxxxxxx |
Name: |
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Xxxxx X. Xxxxxxxxx |
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Name: |
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Xxxxx Xxxxxxx |
Title: |
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President and CEO |
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Title: |
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Associate Director |
Date: |
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August 16, 2019 |
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Date: |
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August 16, 2019 |
