AMENDMENT TO ADDENDUM TO LICENSE AGREEMENT
Exhibit 10.7
AMENDMENT TO ADDENDUM TO LICENSE AGREEMENT
WHEREAS, Disc Medicine, Inc. (“Disc” or the “Company”), X. Xxxxxxxx-Xx Xxxxx Ltd (“Roche Basel”) and Xxxxxxxx-Xx Xxxxx Inc. (“Roche US” and, together with Roche Basel, “Roche”) executed an addendum to that certain License Agreement dated as of May 7, 2021 (the “Agreement”)
among the Parties (as defined below), pursuant to which the Company and Roche memorialized their mutual understanding of the rights Roche and its affiliates may have under the Agreement in the event that the Company completes an IPO, and which was
amended by the Parties as of December 7, 2021 (as amended, the “Addendum”). Each of Disc, Roche US and Roche Basel are referred to herein as a “Party” and collectively as the “Parties”.
WHEREAS, the Parties desire to further amend the Addendum as set forth herein:
NOW, THEREFORE, the Parties agree as follows:
1.
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The Parties wish to replace paragraph 4 of the Addendum in its entirety with the following:
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“4. |
This Addendum shall automatically terminate upon the earliest to occur, if any, of (i) the Company notifying Roche that it has determined not to proceed with the IPO or (ii) October 31, 2022, in the event the closing of the IPO shall not
have occurred on or before such date.
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2.
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Except as specifically provided herein, the terms and conditions of the Addendum shall remain in full force and effect.
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[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Parties hereto have entered into this Amendment as of the date set forth below when all Parties have executed this Amendment.
DISC MEDICINE, INC.
/s/ Xxxx Xxxxxx |
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Name: | Xxxx Xxxxxx |
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Title: | President & CEO |
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Date: May 26, 2022
X. XXXXXXXX-XX XXXXX LTD
/s/ Xxxxx Xxxxx |
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Name: | Xxxxx Xxxxx |
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Title: | Authorized Signatory |
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Date: May 31, 2022
/s/ Xxxxxxx Xxxxxxxxx |
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Name: | Xxxxxxx Xxxxxxxxx |
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Title: | Authorized Signatory |
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Date: May 31, 2022
XXXXXXXX-XX XXXXX INC.
/s/ Xxxx Xxxxxx |
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Name: | Xxxx Xxxxxx |
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Title: | Authorized Signatory |
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Date: May 26, 2022