Collaboration, Development and License Agreement
Exhibit 10.28
Amendment to
Collaboration, Development and License Agreement
THIS AMENDMENT TO COLLABORATION, DEVELOPMENT AND LICENSE AGREEMENT (the “Amendment”) is made and entered into as of February 26, 2018 by and among TESARO, Inc., a Delaware corporation (“TESARO Inc.”), TESARO Development Ltd., a Bermuda corporation (“TSRO Ltd.” and together with TESARO Inc., “TESARO”), and Zai Lab (Shanghai) Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (“Zai” and together with TESARO, the “Parties”).
WHEREAS, the Parties have previously entered into that certain Collaboration, Development and License Agreement dated as of September 28, 2016 (the “Existing Agreement”); and
WHEREAS, the Parties desire to amend certain provisions of the Existing Agreement in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth below, the Parties agree as follows:
1. Co-Marketing Right. Section 2.8 of the Existing Agreement is hereby amended by replacing such section with the following section: |
“2.8Reserved.”
3. Governing Law. This Amendment shall be governed by and construed exclusively in accordance with the laws of the State of New York, United States of America, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the laws of the State of New York to the rights and duties of the parties hereto. |
5. Counterparts. This Amendment may be executed by means of electronic signature (by PDF or facsimile) in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. |
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their respective duly authorized officers.
ZAI LAB (SHANGHAI) CO., LTD.
By: /s/ Ying (Samantha) Du
Ying (Samantha) Du
Chairperson and CEO
By: /s/ Xxxx X. Xxxxxxx, Xx.
Xxxx X. Xxxxxxx, Xx.
CEO
TESARO DEVELOPMENT LTD.
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
Director