AMENDMENT 1 TO EXCLUSIVE LICENSE AGREEMENT
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Exhibit 10.45
AMENDMENT 1 TO EXCLUSIVE LICENSE AGREEMENT
This Amendment (the “Amendment”) is dated and effective as of the last date of signature (the “Amendment Effective Date”) by and between Memorial Sloan Kettering Cancer Center, a New York not-for-profit corporation with principal offices at 0000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, The Rockefeller University, a New York not-for-profit corporation with principal offices at 0000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Rutgers, The State University of New Jersey, having its statewide Office of Technology Commercialization at 0 Xxxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxx Xxxxxx 00000, and University of Bonn, all of which will be collectively referred to as “Institutions” and Aduro Biotech, Inc., a corporation with principal offices located at 000 Xxxxxxxx Xxx, #0X, Xxxxxxxx, XX 00000 (“Licensee).
Whereas the Institutions and Licensee entered into an Exclusive License Agreement for Institutions’ Technology “Compositions & Methods for Altering Second Messenger Signaling,” effective as of December 18, 2014 (the “License Agreement”); and
WHEREAS, the Institutions and Licensee desire to amend Exhibit C of the License Agreement to include reference to additional proprietary cyclic dinucleotide structures of Licensee.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
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Exhibit C. The following structures are added to Exhibit C, Aduro Proprietary Cyclic Dinucleotide Structures: |
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Governing Law; Disputes. Sections 16.7 and 18.1 of the License Agreement shall apply to any disputes arising from this Amendment. |
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Entire Agreement. This Amendment and the License Agreement shall constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and thereof. |
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Severability. If any provision of this Amendment is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law. |
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No Waiver. Other than as expressly set forth herein, this Amendment does not waive or modify any portion of the License Agreement, which otherwise remain in full force and effect. No waiver of any provision of the License Agreement or this Amendment may be made except in a writing signed by the Institutions and Licensee. |
IN WITNESS WHEREOF, authorized representatives of the parties have signed and dated this Agreement below.
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MEMORIAL SLOAN KETTERING CANCER CENTER |
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By: |
/s/ Xxxx Xxxxxxx |
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By: |
/s/ Xxxxxxx Xxxxxx |
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Name: |
Xxxx Xxxxxxx |
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Name: |
Xxxxxxx Xxxxxx, M.D. |
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Title: |
COO |
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Title: |
Vice President,Technology Development |
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Memorial Sloan Kettering Cancer Center |
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Date: |
May 8, 2016 / 11:44:59 AM ET |
, 2016 |
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Date: |
5/11 |
, 2016 |
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THE ROCKEFELLER UNIVERSITY |
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx X. Xxxxx |
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Title: |
Associate Vice President |
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Date: |
18 May |
, 2016 |
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RUTGERS UNIVERSITY |
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By: |
/s/ S. Xxxxx Xxxxxxx |
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Name: |
S. Xxxxx Xxxxxxx, Ph.D. |
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Title: |
Associate Vice President |
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Research Commercialization |
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Date: |
5/18/16 |
, 0000 |
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XXX XXXXXXXXXX XX XXXX |
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By: |
/s/ Xxxxxxx Xxxx |
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Name: |
Xxxxxxx Xxxx |
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Title: |
Rheinische |
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Xxxxxxxxx-Xxxxxxxx-Universität |
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Der Xxxxxxx |
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Date: |
5/27/ |
, 2016 |
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