Amendment. No. 3 to COLLABORATION AGREEMENT
Execution Copy
[***] Certain portions of this exhibit have been omitted because they are not material and the registrant customarily and actually treats that information as private or confidential.
Amendment. No. 3 to COLLABORATION AGREEMENT
This Amendment No. 3 , (this “Amendment”) dated as of August 12, 2021 (the “Effective Date”), to that certain Collaboration Agreement, dated as of December 10, 2020 and amended on June 28, 2021 and July 27, 2021 (collectively, the “Agreement”), by and between, on the one hand, Fusion Pharmaceuticals, Inc., a Canadian federal corporation with its registered offices at 000 Xxxxxxxx Xxxx X, Xxxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx (“FPI”) and, on the other hand, TRIUMF Innovations Inc. (“TI”), a not-for-profit corporation continued under the Canada Not-for-profit Corporations Act, with its registered offices at 0000 Xxxxxxxx Xxxx, Xxxxxxxxx XX X0X 0X0, Xxxxxx and TRIUMF JV, a joint venture of The Governors of The University of Alberta, The University of British Columbia, The Governors of the University of Calgary, Carleton University, University of Guelph, University of Manitoba, McMaster University, Université de Montréal, Queen’s University, University of Xxxxxx, Xxxxx Xxxxxx University, The Governing Council of the University of Toronto, The University of Victoria and York University, and such other universities who have become or may become full members established pursuant to a contract governed by the laws of the Province of British Columbia, having its principal place of business at 0000 Xxxxxxxx Xxxx, Xxxxxxxxx XX X0X 0X0, Xxxxxx (collectively, TRIUMF Innovations Inc. and TRIUMF JV, “TRIUMF”). Each of FPI, TI and TRIUMF JV may be referred to herein as a “Party” or together as the “Parties.”
BACKGROUND
WHEREAS, TRIUMF JV has transferred all of its assets and assigned all of its rights and obligations under the Agreement to its successor organization, TRIUMF INC. (the “Assignment”); and
WHEREAS, Section 14.5 (b) of the Agreement contemplates the Assignment and FPI has been provided with notification of such Assignment and provided its consent pursuant to the signed consent letter dated May 19, 2021; and
WHEREAS, the Parties wish to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1.The attached Exhibit E shall be added to the Agreement immediately after Exhibit D and any and all references to the “Phase 2 Collaboration Plan” in the Agreement shall be interpreted to mean Exhibit E.
2.All terms set forth in this Amendment shall have the definitions as set forth in the Agreement.
3.All other terms and conditions of the Agreement remain in full force and effect.
4.This Amendment may be executed in three (3) identical counterparts, each of which shall be deemed to be an original, and which collectively shall be deemed to be one (1) and the same instrument. In addition, signatures may be exchanged by facsimile or PDF.
In Witness Whereof, the Parties have by duly authorized persons executed this Agreement as of the date first written above.
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TRIUMF Innovations Inc. |
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Sign: /s/Xxxxx Xxxxx |
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Sign: /s/Xxxxxxx Xxxxxxx |
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Print Name: Xxxxx Xxxxx |
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Print Name: Xxxxxxx Xxxxxxx |
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Title: Chief Legal Officer |
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Title: President & CEO |
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TRIUMF INC. |
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Sign: /s/Xxx Xxxxxx |
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Print Name: Xxx Xxxxxx |
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Title: Chief Administrative Officer |
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Exhibit E to the Collaboration Agreement between FPI and TRIUMF
Phase II Collaboration Plan
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