SECOND AMENDMENT TO LICENSE AGREEMENT NO. A19433

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions.

Exhibit 10.3

SECOND AMENDMENT TO

LICENSE AGREEMENT NO. A19433

WHEREAS, the University of Florida Research Foundation, Inc., a not-for-profit corporation duly organized and existing under the laws of the State of Florida and having its principal office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇.▇.▇. (hereinafter referred to as “UFRF”), and Decibel Therapeutics, Inc., a corporation duly organized under the laws of the State of Delaware, and having its principal office at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as “Licensee”) entered into a license agreement effective October 29, 2020 (hereinafter “License Agreement”) as amended by the First Amendment effective June 13, 2022;

WHEREAS, the parties now wish to amend the License Agreement;

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein the parties hereto agree as follows;

1.The following section of the license agreement shall be re-written to read as follows:

Section 3.3 Diligence Milestones:

Specifically milestone stated as “[**]” is hereby replaced with “[**]”; and milestone stated as “[**]” is hereby replaced with “[**]”

2.In consideration for entering into the Second Amendment, Decibel will pay to UFRF a one-time fee of [**] dollars ($[**]) within [**] of the last date of signature of the Second Amendment. This fee is non-refundable and is not an advance or otherwise creditable against any future payments to be paid under the License Agreement.

3.All other provisions of the License Agreement shall remain in full force and effect and unmodified by this Amendment.

4.This amendment shall be effective as of the last date of signature of this amendment and shall be referred to as the Second Amendment.

UNIVERSITY OF FLORIDA RESEARCH FOUNDATION, INC.			DECIBEL THERAPEUTICS, INC.
By:	/s/ ▇▇▇ ▇’▇▇▇▇▇▇▇		By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
	▇▇▇ ▇’▇▇▇▇▇▇▇			▇▇▇▇▇▇▇▇ ▇▇▇▇
	Vice President			Chief Executive Officer