Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...

Exhibit 10.1

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

AMENDMENT NO. AR4 TO

AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT

This Amendment No. AR4 to the Amended and Restated Collaboration and License Agreement (the “Amendment No. AR4”), effective as of March 22, 2023 (the “Amendment No. AR4 Effective Date”), is by and between X. X. Xxxx Research, LLC, a Delaware limited liability company located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (“DESRES”), and Relay Therapeutics, Inc., a Delaware corporation located at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 (“Company”). DESRES and Company are each sometimes referred to herein as a “Party” or collectively as the “Parties”.

WHEREAS, DESRES and Company are parties to the Amended and Restated Collaboration and License Agreement, effective as of June 15, 2020, as amended by Amendment No. AR1 effective as of February 4, 2021, Amendment No. AR2 effective as of May 12, 2021, and Amendment No. AR3 effective as of January 27, 2022 (collectively, the “Agreement”);

WHEREAS, the Parties desire to re-categorize certain Targets by mutual agreement, as set forth below;

NOW THEREFORE, the Parties agree, in accordance with Section 17.4 of the Agreement, as follows:

1.On and after the Amendment No. AR4 Effective Date, by mutual agreement of the Parties:

1.1 pursuant to Section 4.7(e) of the Agreement, the following Target, which, prior to the Amendment No. AR4 Effective Date, had been a Category 3 Target, shall be a Category [***] Target:

[***]

1.2 pursuant to Section 4.7(b) of the Agreement, the following Targets, which, prior to the Amendment No. AR4 Effective Date, had been Category 1 Targets, shall be Category 3 Targets:

[***]

1.3 pursuant to Section 4.7(d) of the Agreement, the following Target, which, prior to the Amendment No. AR4 Effective Date, had been a Category 2 Target, shall be a Category 3 Target:

[***]

2.Exhibit A-1 and Exhibit A-2 are each hereby amended, in the form attached hereto, to reflect the provisions of Section 1 of this Amendment No. AR4.

3.Capitalized terms used in this Amendment No. AR4 and not defined herein shall have the respective meanings given to such terms in the Agreement.

4.This Amendment No. AR4 does not amend any terms of the Agreement except as explicitly set forth herein. After the Amendment No. AR4 Effective Date, references to the “Agreement” shall mean the Amended and Restated Collaboration and License Agreement by and between the Parties effective as of June 15, 2020, as amended by Amendment No. AR1, Amendment No. AR2, Amendment No. AR3, and this Amendment No. AR4.

5.Counterparts. This Amendment No. AR4 may be executed in any number of counterparts, each of which will be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment No. AR4 may be executed by the exchange of signature pages in electronic format (including PDF) or digital signatures.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Amendment No. AR4 to be executed by their duly authorized representatives.

X. X. Xxxx Research, LLC	Relay Therapeutics, Inc.
By:  /s/ Xxxxxxxx XxXxxxx	By:  /s/ Xxxxx Xxxxx
Name: Xxxxxxxx XxXxxxx	Name: Xxxxx Xxxxx
Title: Authorized Signatory	Title: Chief Legal Officer

Exhibit A-1: Category 1 Targets

(on and after the Amendment No. AR4 Effective Date)

[***]

Exhibit A-2: Category 2 Targets

(on and after the Amendment No. AR4 Effective Date)

[***]