SECOND AMENDMENT TO COMPOUND LICENSE AGREEMENT FOR APG-1197

Exhibit 10.26

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed._ Additionally, schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5).

SECOND AMENDMENT TO COMPOUND LICENSE AGREEMENT FOR APG-1197

This second amendment (the “Second Amendment”), dated as of January 8, 2020 (the “Amendment Effective Date”) is made by and between Ascentage Pharma Group Corp. Ltd., a Hong Kong corporation (“Ascentage”), with a business address at 00/X, XXX XXXXXX, Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx, and Unity Biotechnology, Inc., a Delaware corporation (“Unity”), with a business address at 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000.  Ascentage and Unity are sometimes referred to herein as individually as a “Party” and collectively as the “Parties.”

BACKGROUND

Ascentage and Unity are parties to that certain Compound License Agreement for APG1197 dated January 2, 2019, (the “Original APG-1197 License Agreement”) pursuant to which Ascentage granted Unity exclusive rights to a BCL Compound known as APG-1197 for the prophylaxis and treatment of, and palliation of symptoms associated with, age related indications other than Oncology Indications.  

The Parties amended the Original APG-1197 License Agreement on November 19, 2019 to reflect certain updates to the Licensed Patents. The Parties now wish to further amend the Original APG-1197 License Agreement to update the descriptions of the Licensed Patents.  Except as expressly modified hereby, the Original APG-1197 License Agreement shall continue in full force according to its terms.

NOW, THEREFORE, for and in consideration of the covenants, conditions and undertakings hereinafter set forth, it is agreed by and between the Parties as follows:

AGREEMENT

1. Exclusivity with Respect to Licensed Compound. Section 2.5 shall be amended and restated in its entirety to read as follows:

“Ascentage hereby covenants that except as expressly permitted under any future agreement that the Parties may enter into pursuant to Article 9 below pertaining to the China JVCO, Ascentage shall not: (a) research, develop, use or commercialize, and shall not authorize any Affiliate or other Third Party to research, develop, use or commercialize, the Licensed Compound or any Licensed Product, or (b) manufacture, or authorize any Third Party to manufacture, the Licensed Compound or any Licensed Product.”

2. Licensed Patents. Schedule 1.5 (“Licensed Patents”) shall be amended and restated in its entirety as set forth on Exhibit A hereto.  

3. Miscellaneous. This Second Amendment shall inure to the benefit of and be binding upon the parties and their respective heirs, successors, trustees, transferees and assigns.  In the event of a conflict between the provisions of this Second Amendment and the provisions of the Original APG-1197 License Agreement or that Compound Library and Option Agreement by and between the Parties dated February 22, 2016, as amended on March 28, 2018, the provisions of this Second Amendment shall control.  This Second Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed by their authorized representatives and delivered in duplicate originals as of the Second Amendment Effective Date.

Ascentage Pharma Group CORP. LTD.UNITY BIOTECHNOLOGY, INC.

By: /s/ Xxxxx Xxxx, MD, PhD By: /s/ Xxxxx Xxxxxxx

Name: Xxxxx Xxxx, MD, PhDName:  Xxxxx Xxxxxxx

Title:  Chief Executive OfficerTitle:  Chief Executive Officer

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EXHIBIT A

SCHEDULE 1.15

LICENSED PATENTS

(as may be amended from time to time)

Omitted pursuant to Regulation S-K, Item 601(a)(5)