First Amendment to the January S, 2015, License Agreement between AROG Pharmaceuticals, Inc. and Videra Pharmaceuticals, LLC

Exhibit 10.8

First Amendment to the January S, 2015, License Agreement between
AROG Pharmaceuticals, Inc. and Videra Pharmaceuticals, LLC

This Amendment (“Amendment”), dated June 22, 2018, (the “Amendment Effective Date”) is made by and between AROG Pharmaceuticals, Inc., (hereinafter referred to as “Company”), with a place of business at 0000 XXX Xxxxxxx, Xxx. 000, Xxxxxx, Xxxxx 00000, Xxxxxx Xxxxxx, and Videra Pharmaceuticals, LLC (hereinafter referred to as “Licensee”), with a place of business at 0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000, Xxxxxx Xxxxxx. Company and Licensee are each individually referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, Company and Licensee entered into a License Agreement effective January 5, 2015 (the “Agreement”);

WHEREAS, the Agreement concerns Licensee’s desire to obtain from Company an exclusive license under certain patents, know-how and other intellectual property owned by or licensed to Company; and

WHEREAS, the Parties wish to amend this Agreement to clarify the intent of the original license granted to Licensee.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amendment and in the Agreement, and other good and valuable consideration which is hereby acknowledged, the Parties agree to amend the Agreement as follows:

1. Section 2.l(b) Licenses to Licensee, shall be deleted in its entirety and replaced with the following:

“a non-exclusive, royalty-bearing, sublicensable (subject to Section 2.3) license, under the Company Patents and the Company Know-How , to research, develop , use, sell, offer for sale, import, make, and have made Licensee Products in the Territory (other than Lead Company Product in the Company Primary Field).”

Except as modified herein, the Agreement, remains in full force and effect and is hereby incorporated by this reference. Capitalized terms not otherwise defined herein shall have the meanings contained in the Agreement.

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as of the Amendment Effective Date.

AROG Pharmaceuticals, Inc.			Videra Pharmaceuticals, LLC
By:	/s/ Xxxxxx XxXxxxxx		By:	/s/ Xxxxx Xxxx, M.D.

Name:	Xxxxxx XxXxxxxx		Name:	Xxxxx Xxxx, M.D.
Title:	Sr. Corporate Counsel		Title:	Manager
Date:	22 - June – 2018		Date:	June 22 2018

AROG.Videra-Amendment to License Agreement
22 June 2018
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