AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENT

Exhibit 10.7(B)

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENT

This Amendment No. 1 to Exclusive License Agreement (the “Amendment No. 1”), effective as of September 8, 2014 (the “Effective Date”), is made by and between Memorial Xxxxx-Xxxxxxxxx Cancer Center, a New York corporation with principal offices at 0000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“MSKCC”), and Juno Therapeutics, Inc., a Delaware corporation having a principal place of business at 000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000 (“Licensee”).

WHEREAS, the parties entered into an Exclusive License Agreement effective November 21, 2013 (the “Original Agreement”); and

WHEREAS, the parties wish to amend the Original Agreement under the terms and conditions herein.

NOW THEREFORE, in consideration of the premises and mutual promises set forth in this Agreement, and other good and valuable consideration, the exchange, receipt and sufficiency of which are acknowledged, MSKCC and Licensee hereby agree as follows:

Definitions. The term “Agreement” as used in this Amendment No. 1 and in the Original Agreement shall mean the Original Agreement as amended hereby. Except as otherwise set forth herein, the capitalized terms used herein and in the Original Agreement shall have the meaning set forth in the Original Agreement.

Survival of Agreement Terms. Except as expressly set forth herein, the terms and conditions of the Original Agreement shall remain in full force and effect. In the event of any conflict between the terms and conditions of this Amendment No. 1 and the Original Agreement, the terms and conditions set forth in this Amendment No. 1 shall control with respect to the subject matter hereof.

Amendment. The amendments made hereby are made pursuant to Section 15.10 of the Original Agreement.

Article XIV. In Article XIV of the Original Agreement, the contact information for Licensee is hereby deleted and replaced with the following:

“In the case of LICENSEE:

Juno Therapeutics, Inc.

000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000

Xxxxxxx, XX 00000

Attn: General Counsel

Tel: 000-000-0000

Fax: 000-000-0000

With a copy to:

Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx

000 Xxxx Xxxx Xxxx

Xxxx Xxxx, XX 00000-0000

Attn: Xxxxxxx X. Xxxxxx

Tel: 0-000-000-0000

Fax: 0-000-000-0000”

Exhibit A. Exhibit A of the Original Agreement is hereby replaced in its entirety with the Exhibit A attached hereto.

Exhibit B. Exhibit B of the Original Agreement is hereby replaced in its entirety with the Exhibit B attached hereto.

Miscellaneous. This Amendment No. 1 may be executed in any number of counterparts and each of such counterparts shall for all purposes be an original and all such counterparts shall together constitute but one and the same agreement. This Amendment No. 1 may only be modified or supplemented in a writing expressly stated for such purpose and signed by the parties to this Amendment No. 1. This Amendment No. 1 shall be governed by New York law.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be signed by their duly authorized representatives as of the Effective Date.

MEMORIAL XXXXX-XXXXXXXXX CANCER CENTER				JUNO THERAPEUTICS, INC.
/s/ Xxxxxxx Xxxxxx				/s/ Xxxx Xxxxxx
Signature				Signature
				Xxxx Xxxxxx
Printed Name: Xxxxxxx Xxxxxx, MD				Printed Name
				Chief Executive Officer
Title: Vice President,
Technology Development				Title
9/26/14				Sept. 29, 2014
Date				Date

[Signature Page to Amendment No. 1 to Exclusive License Agreement]

EXHIBIT A—PATENTS AND PATENT APPLICATIONS

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[***] Two pages of this document have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT B—MSKCC-PROVIDED KNOW HOW

[***]

[***] Three pages of this document have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.