Amendment Number Three Agreement
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Certain confidential information contained in this document, marked by [***], has been omitted because such information is both not material and is the type that
the Company customarily and actually treats that as private or confidential.
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Exhibit 10.10
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| Amendment Number Three Agreement |
This Amendment Agreement (the “Number Three Agreement”) is entered into as indicated below, among National Institutes for Quantum and Radiological Science and Technology (“QST”), a research institute in Japan, having an address at ▇-▇-▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇, ▇▇▇▇▇-▇▇▇, ▇▇▇▇▇ 263-8555, Japan, APRINOIA Therapeutics Inc. (“APRINOIA TW”), a corporation of Taiwan, having an address at ▇▇▇., ▇▇.▇, ▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, APRINOIA Therapeutics Inc. (“APRINOIA JP”), a corporation of Japan, having an address at ▇▇▇▇▇▇▇▇ ▇-▇-▇, ▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇ and Suzhou APRINOIA Therapeutics Co., Ltd. (“APRINOIA CN”), a corporation of China, having an address at ▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, in consideration of the mutual agreement to make alterations to the Exclusive License Agreement (the “Original Agreement”) executed on October 20th, 2016 by QST and APRINOIA TW, the Amendment Agreement (the “Number One Agreement”) executed on January 11th, 2018 and the Amendment Number Two Agreement (the “Number Two Agreement”) executed on June 1st ,2019.
1. DEFINITIONS
Unless otherwise agreed in the Number Three Agreement, the terms used in this Number Three Agreement shall adhere to the definitions in the Original Agreement.
2. CHANGE OF THE PROVISIONS
2.1 Change of the Parties. This Number Three Agreement shall change the term for APRINOIA being a party changed by the Number Two Agreement, as provided below:
| Before | APRINOIA Therapeutics Inc. (“APRINOIA”), a corporation of Taiwan, having an address at ▇▇▇., ▇▇.▇, ▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇(R.O.C) |
| After | APRINOIA Therapeutics Inc. (“APRINOIA JP”), a corporation of Japan, having an address at ▇▇▇▇▇▇▇▇ ▇-▇-▇, ▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇ and Suzhou APRINOIA Therapeutics Co., Ltd. (“APRINOIA CN”), a corporation of China, having an address at ▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ (APRINOIA JP and APRINOIA CN are collectively “APRINOIA”) |
2.2 Change of Grant. Section 2.1 in the Original Agreement will be changed as provided below:
| Before | QST hereby grants to APRINOIA and its Affiliate an Exclusive License to develop, make, have made, import, export, use, offer for sale and sell Licensed Product, as well as the rights to sublicense the exclusive right to others, in the Licensed Territory. |
| After | QST hereby grants an Exclusive License to develop, make, have made, import, export, use, offer for sale and sell Licensed Product, as well as the rights to sublicense the exclusive right to others, to APRINOIA and their relevant territory as follows: (1) to APRINOIA CN and its Affiliates in China; and (2) to APRINOIA JP and its Affiliates in the Licensed Territory except China. |
2.3 Change of Royalty Obligations. Section 4.3(a) in the Original Agreement will be changed as provided below:
| Before | In addition to the payments set forth in Sections 4.1 and 4.2, APRINOIA (or its affiliates) shall pay to QST royalties equal to [***] of the aggregate Net Sales of Licensed Products sold by APRINOIA (including its affiliates) and its sublicensee(s) of up to [***] in a calendar year, and [***] of the Net Sales of Licensed Products of the Net Sales exceeding [***] in the identical calendar year. |
| After | In addition to the payments set forth in Sections 4.1 and 4.2, APRINOIA (or its affiliates) shall pay to QST royalties equal to [***] of the aggregate Net Sales of Licensed Products sold by APRINOIA (including its affiliates) and its sublicensee(s) of up to [***] in a calendar year, and [***] of the Net Sales of Licensed Products of the Net Sales exceeding [***] in the identical calendar year. The royalties will be paid proportionately by APRINOIA CN based on the Net Sales in China and by APRINOIA JP based on the Net Sales in Licensed Territory except China. |
2.4 Change of Payment. Section 5.2 in the Original Agreement will be changed as provided below:
| Before | QST shall issue an invoice to APRINOIA for payment of the royalty fee based on the report and APRINOIA shall make the payment within [***] days after receipt of the invoice. APRINOIA shall pay the royalty by transferring money to the designated bank account specified in the invoice issued by QST. The cost for the transfer shall be borne by APRINOIA. |
| After |
QST shall issue the invoices to APRINOIA JP and APRINOIA CN for payment of the royalty fee based on the report and APRINOIA JP and APRINOIA CN shall make the payment within 30 days after receipt of the invoice. APRINOIA JP and APRINOIA CN shall pay the royalty by transferring money to the designated bank account specified in the invoice issued by QST. The cost for the transfer shall be borne by APRINOIA JP and APRINOIA CN. |
2.5 Change of Accounting. Section 5.3 in the Original Agreement will be changed as provided below:
| Before | APRINOIA agrees to have its sales records inspected by QST for purpose of auditing the reports produced under Section 5.1. QST may conduct the inspection by its designated certified public accountant in Taiwan, at its own expenses. However, should the results of the audit reveal an underreporting of over [***] of royalties due QST, the audit costs shall be borne by APRINOIA. |
| After | APRINOIA agrees to have its sales records inspected by QST for purpose of auditing the reports produced under Section 5.1. QST may conduct the inspection by its designated certified public accountant in Japan and China, at its own expenses. However, should the results of the audit reveal an underreporting of over [***] of royalties due QST, the audit costs shall be borne by APRINOIA. |
2.6 Change of Delay of Payment. Section 5.4 in the Original Agreement will be changed as provided below:
| Before | In case where ▇▇▇▇▇▇▇▇ fails to pay in a timely manner, APRINOIA shall bear late payment charge at the rate of [***] per year. |
| After | In case where ▇▇▇▇▇▇▇▇ JP and/or APRINOIA CN fails to pay in a timely manner, each of the responsible party for the delaying of such payment shall bear late payment charge at the rate of [***] per year respectively. |
2.7 Change of Notice. Section 19 in the Original Agreement will be changed as provided below:
| Before |
All notices under this Agreement shall be in writing and mailed by registered or certified mail at the following addresses:
To QST: Attention: Innovation center National Institutes for Quantum and Radiological Science and Technology 4-9-1 Anagawa, Inage-▇▇, ▇▇▇▇▇-▇▇▇, ▇▇▇▇▇ 263-8555, Japan
To APRINOIA: Attention: ▇▇▇▇-▇▇▇▇ ▇▇▇▇, Ph.D 17F., ▇▇.▇▇▇, ▇▇▇. ▇, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇., ▇▇’▇▇ ▇▇▇▇., ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ |
| After |
All notices under this Agreement shall be in writing and mailed by registered or certified mail at the following addresses:
To QST: Attention: Innovation center National Institutes for Quantum and Radiological Science and Technology 4-▇-▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇, ▇▇▇▇▇-▇▇▇, ▇▇▇▇▇ 263-8555, Japan |
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To APRINOIA or APRINOIA JP: Attention: ▇▇▇▇-▇▇▇▇ ▇▇▇▇, Ph.D Shinkawa 1-2-8, Chuo-ku, Tokyo 104-0033, Japan
To APRINOIA CN: Attention: Ming-▇▇▇▇ ▇▇▇▇, Ph.D Suzhou APRINOIA Therapeutics Co., Ltd. R503, 5F, Building B2, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ |
2.8 Provisions relating to APRINOIA JP. All “APRINOIA” shall be replaced by “APRINOIA JP” in Section 4.2, 4.5, 4.6 and 5.1.
3. GENERAL
| 3.1 | This Number Three Agreement shall become effective as of Feburary-1, 2021. |
| 3.2 | This Number Three Agreement is drafted in both English and Japanese. If there is any discrepancy between the English and Japanese versions, the English version shall prevail. |
| 3.3 | Except as expressly provided for alterations herein, the provisions in the Original Agreement shall remain in effect. |
[signature page follows]
IN WITNESS WHEREOF, QST, APRINOIA TW, ▇▇▇▇▇▇▇▇ JP and APRINOIA CN have executed this Agreement in four (4) originals by its duly authorized officer or representative.
National Institutes for Quantum and Radiological Science and Technology (QST)
Representative: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
Address: ▇-▇-▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇, ▇▇▇▇▇-▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇
| Signature: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
| Date: | March 16, 2021 |
APRINOIA Therapeutics Inc. (APRINOIA TW)
Representative: ▇▇▇▇-▇▇▇▇ ▇▇▇▇, Ph.D.
Title: Chairman
Address: ▇▇▇., ▇▇.▇, ▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
| Signature: | /s/ ▇▇▇▇-▇▇▇▇ ▇▇▇▇, Ph.D. |
| Date: | March 16, 2021 |
APRINOIA Therapeutics Inc. (APRINOIA JP)
Representative: ▇▇▇▇-▇▇▇▇ ▇▇▇▇, Ph.D.
Title: Chairman
Address: ▇▇▇▇▇▇▇▇ ▇-▇-▇, ▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇
| Signature: | /s/ ▇▇▇▇-▇▇▇▇ ▇▇▇▇, Ph.D. |
| Date: | March 16, 2021 |
APRINOIA Therapeutics Inc. (APRINOIA CN)
Representative: ▇▇▇▇-▇▇▇▇ ▇▇▇▇, Ph.D.
Title: Chairman
Address: ▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ 503
| Signature: | /s/ ▇▇▇▇-▇▇▇▇ ▇▇▇▇, Ph.D. |
| Date: | March 16, 2021 |