Contract
[***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential.
Exhibit 10.6
AMENDMENT № 3
TO THE
EXCLUSIVE (EQUITY) AGREEMENT EFFECTIVE THE 10TH DAY OF APRIL 2016
BETWEEN
THE BOARD OF TRUSTEES OF THE XXXXXX XXXXXXXX JUNIOR UNIVERSITY
AND
EIDOS THERAPEUTICS, INC.
Effective the 1st day of March 2024, THE BOARD OF TRUSTEES OF THE XXXXXX XXXXXXXX JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and EIDOS THERAPEUTICS, INC. (“Eidos”), a corporation having a principal place of business at 0000 Xxxxx Xxxxxx, Xxxxx X-0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, agree as follows:
Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Original Agreement (as defined herein).
Stanford and Eidos are parties to an Exclusive (Equity) Agreement effective the 10th day of April 2016 (“Original Agreement”) covering an invention entitled “Novel transthyretin aggregation inhibitors,” disclosed in Stanford docket S09-398, from the laboratory of Xx. Xxxxxxxx Xxxxx.
Stanford and Eidos wish to amend the Original Agreement to clarify certain terms and amend certain provisions set forth in the Original Agreement.
Pursuant to Section 19.4 of the Original Agreement, the Original Agreement may be amended by a written instrument executed by an authorized representative of Stanford and Eidos.
page 1
“Permitted Sublicensing. Eidos may grant Sublicenses through [***] tiers of sublicensees in the Licensed Field of Use only during the Exclusive term and only if Eidos is developing or selling Licensed Products directly or through its Affiliates or sublicensees. Sublicenses with any exclusivity must include diligence requirements commensurate with the diligence requirements of Appendix X. Xxxxxxxx and Eidos agree that for all Sublicenses which include rights under patents or patent applications other than the Licensed Patents, [***] percent ([***]%) of all Nonroyalty Sublicensing Consideration shall be deemed attributable to the Licensed Patents, and [***] percent ([***]%) shall be deemed attributable to other patents and patent applications.”
Stanford and Xxxxx hereby agree that a Sublicense to an Affiliate of the party that grants such Sublicense (including a Sublicense by Eidos to an Affiliate of Eidos or a Sublicense by a sublicensee of Eidos to an Affiliate of such sublicensee) is not considered an additional tier under Section 4.1 of the Agreement.
[Signature Page Follows]
page 2
The parties execute this Amendment № 3 by their duly authorized officers or representatives.
THE BOARD OF TRUSTEES OF THE XXXXXX XXXXXXXX JUNIOR UNIVERSITY |
|
Signature: |
/s/ Xxxx Xxx |
Name: |
Xxxx Xxx |
Title: |
Sr Associate Director, Licensing Life Sciences |
Date: |
2/29/2024 |
EIDOS THERAPEUTICS, INC. |
|
Signature: |
/s/ Xxxx Xxxxx |
Name: |
Xxxx Xxxxx |
Title: |
Chief Executive Officer |
Date: |
3/1/2024 |
Signature Page – Amendment 3