AMENDMENT NO. 1 TO THE SALES AGREEMENT
Exhibit 1.3
AMENDMENT NO. 1 TO THE SALES AGREEMENT
LEERINK PARTNERS LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
New York, New York 10019
Ladies and Gentlemen:
This Amendment No. 1 to the Sales Agreement (this “Amendment”) is entered into as of May 16, 2024 by Replimune Group, Inc., a Delaware corporation (the “Company”), and Leerink Partners LLC, as sales agent (the “Agent”), which are the parties to that certain Sales Agreement, dated as of August 3, 2023 (the “Original Agreement”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement. The parties hereto, intending to be legally bound, hereby agree as follows:
| 1. | The first sentence of Section 1 of the Original Agreement is hereby deleted in its entirety and replaced with the following: |
“The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent up to $100 million of shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”).”
| 2. | Notwithstanding anything to the contrary set forth in this Amendment or the Original Agreement, the Company may not deliver a Placement Notice to the Agent, and the Agent shall have no obligation to offer or sell any Placement Shares under the Agreement, until such time as the Company files a Prospectus Supplement (or a prospectus supplement under another registration statement on Form S-3), in form and substance acceptable to the Agent, reflecting this Amendment and such other matters as the Company and the Agent shall reasonably agree. |
| 3. | The Company represents and warrants to, and agrees with the Agent that as of the date of this Amendment, this Amendment has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms. |
| 4. | This Amendment constitutes the entire agreement of the parties hereto and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Amendment may not be amended or modified unless in writing by all the parties hereto, and no covenant or condition in this Amendment (express or implied) may be waived unless waived in writing by the party that such condition or covenant is intended to benefit. All references in the Original Agreement (including in the schedules and exhibits thereto) to the “Agreement” or the “Sales Agreement” shall mean the Original Agreement as amended by this Amendment; provided, however, that all references to “date of this Agreement” or “date hereof” in the Original Agreement shall continue to refer to the date of the Original Agreement. Other than to the extent modified by this Amendment, the Original Agreement shall remain in full force and effect. |
| 5. | The provisions of Sections 16, 17, 18, 20, 21 and 25 and the last three sentences of Section 15 of the Original Agreement shall apply to this Amendment, mutatis mutandis. |
[Remainder of Page Intentionally Blank]
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If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this Amendment shall constitute a binding agreement between the Company and the Agent.
| Very truly yours, | ||
| REPLIMUNE GROUP, INC. | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Chief Executive Officer | ||
[Signature Page to Amendment No. 1 to the Sales Agreement]
ACCEPTED as of the date first-above written:
LEERINK PARTNERS LLC
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇ | |
| Name: ▇▇▇▇▇ ▇. ▇▇▇ | ||
| Title: Head of Alternative Equities |
[Signature Page to Amendment No. 1 to the Sales Agreement]