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...
CONFIDENTIAL
Exhibit 10.2
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 mark “[***]”.
TWIST BIOSCIENCE CORPORATION
FIRST AMENDMENT TO ANTIBODY LICENSING AGREEMENT
This First Amendment (“Amendment”) to the Antibody Licensing Agreement effective as of the 20th day of December 2024 (the “Original Agreement”), by and between Twist Bioscience Corporation, a Delaware corporation, with an address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ (“Twist”), and Spruce Biosciences, Inc., a corporation organized under the laws of the state of Delaware with an address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ (“Company”) is entered into and made effective as of July 28, 2025 (the “Amendment Effective Date”).
WHEREAS, the Original Agreement has expired due to Company’s non-exercise of the Option in accordance with Section 3.1.2, but ▇▇▇▇▇ is willing to continue the Term of the Original Agreement if Company, or a third party on Company’s behalf, pays the License Fee to Twist in accordance with Section 5.2 plus [***], which must occur no later than December 31, 2025 (the “License Renewal Fee”),
WHEREAS, if (i) payment of the License Renewal Fee is made to Twist by Company, or a third party on Company’s behalf, on or before December 31st, 2025 (i) [***] and (ii) Twist shall issue the Commercial License to Company pursuant to Section 3.1.3,
WHEREAS, the Parties wish to amend the Original Agreement in accordance with the terms set forth below.
NOW, THEREFORE, for and in consideration of the premises and mutual promises herein contained, upon execution of this Amendment and payment of the License Renewal Fee by Company, or a third party on Company’s behalf, the Parties hereby agree that the Original Agreement is amended as follows:
CONFIDENTIAL
IN WITNESS WHEREOF, the Parties executed this Amendment by the Parties’ duly authorized representatives on the Amendment Effective Date.
Twist Bioscience Corporation Spruce Biosciences, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Ph.D. Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Executive Officer Title: President and Chief Financial Officer
Date: July 28, 2025 Date: July 28, 2025
