AMENDMENT #2 to the AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT

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 xxxx “[***]”.

Exhibit 10.9

AMENDMENT #2 to the AMENDED AND RESTATED

COLLABORATION AND LICENSE AGREEMENT

This Amendment #2 to the Amended and Restated Collaboration and License Agreement (“Amendment”), effective July 18, 2016 (the “Amendment #2 Effective Date”), is by and between Pioneer Hi-Bred International, Inc., with headquarters at 0000 XX 00^xx Xxxxxx, XX Xxx 0000, Xxxxxxxx, Xxxx 00000-0000, XXX (“Pioneer”), and Caribou Biosciences, Inc., located at 0000 0^xx Xx., Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000 (“Caribou Bio”) (Caribou Bio and Pioneer, each individually a “Party”, and together the “Parties”).

WHEREAS, the Parties have signed an Amended and Restated Collaboration and License Agreement dated July 13, 2015 (which as of July 13, 2015, [***] as amended by Amendment #1 to the Amended and Restated Collaboration and License Agreement, dated January 21, 2016. As used in this Amendment, “Agreement” refers to the Amended and Restated Collaboration and License Agreement, as amended; and

WHEREAS, the Parties desire to further amend the Agreement to clarify certain effects of termination of the Agreement;

NOW, THEREFORE, in consideration of the mutual agreements contained in this Amendment, and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. All capitalized terms not defined in this Amendment shall have the meanings set forth in the Agreement.

2. Section 9.3 of the Agreement is hereby amended to include the following Subsection 9.3(c) as of the Amendment #2 Effective Date:

“c. [***]

3. Section 12.3 of the Agreement is hereby replaced in its entirety with the following: “Assigns and Successors.

[***]

4. All other terms of the Agreement remain in full force and effect.

5. This Amendment may be executed in any number of counterparts, including facsimile or scanned PDF documents. Each such counterpart, facsimile or scanned PDF document shall be deemed and original instrument, and all of which, together, shall constitute one and the same executed Agreement.

IN WITNESS WHEREOF, the Parties have caused this Amendment #2 to the Amended and Restated Collaboration and License Agreement to be executed by their respective authorized representatives.

Pioneer Hi-Bred International, Inc.						Caribou Biosciences, Inc.
By:		/s/ Xxxxxxx X. Xxxxxx				By:		/s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxx						Name: Xxxxxx X. Xxxxxxxx
Title: Director, Business Development						Title: President and CEO
Date: July 25, 2016						Date: July 27, 2016