Amended And Restated License Agreement Sample Contracts

Cempra Inc. – Amended and Restated License Agreement (June 8th, 2018)

This Amended and Restated License Agreement (this Agreement) is made this first of May, 2017 (the Amendment Effective Date), by and between Wakunaga Pharmaceutical Co., Ltd. (hereinafter referred to as WAKUNAGA), a corporation duly organized and existing under the laws of Japan and having its principal office at 5-36, Miyahara 4-chome, Yodogawa-Ku, Osaka, Japan and Melinta Therapeutics, Inc. (formerly known as Rib-X Pharmaceuticals, Inc. and hereinafter referred to as MELINTA), a corporation duly organized and existing under the laws of Delaware, U.S.A. and having its principal office at 300 George Street, Suite 301, New Haven, Conn., 06511 U.S.A., and amends and restates in its entirety the License Agreement dated May 12, 2006 by and between WAKUNAGA and MELINTA, as previously amended (the 2006 Agreement).

2-8 Tamagawa-Dai Setagaya-Ku Tokyo, 158-0096 JAPAN Re: Novated, Amended and Restated License Agreement Gentlemen: (May 15th, 2018)

I am writing on behalf of Argos Therapeutics, Inc. ("Argos") with respect to the Novated, Amended and Restated License Agreement dated as of October 1, 2014, as amended (the "License Agreement"), by and among Argos, Medinet Co., Ltd. ("Medinet"), and MEDcell Co., Ltd. ("MEDcell" and together with Medinet, the "Medinet Parties").

First Amendment to Second Amended and Restated License Agreement (March 15th, 2018)

This First Amendment (this "Amendment") is made on November __, 2017 as an amendment to the Second Amended and Restated License Agreement of June 15, 2017 (the "Agreement"), by and between HADASIT MEDICAL RESEARCH SERVICES AND DEVELOPMENT LTD. ("Hadasit") and CELL CURE NEUROSCIENCES LTD. (the "Company") (each a "Party" and jointly the "Parties"), effective as of the same date as the Agreement.

Cempra Inc. – Amended and Restated License Agreement (March 14th, 2018)

This Amended and Restated License Agreement (this Agreement) is made this first of May, 2017 (the Amendment Effective Date), by and between Wakunaga Pharmaceutical Co., Ltd. (hereinafter referred to as WAKUNAGA), a corporation duly organized and existing under the laws of Japan and having its principal office at 5-36, Miyahara 4-chome, Yodogawa-Ku, Osaka, Japan and Melinta Therapeutics, Inc. (formerly known as Rib-X Pharmaceuticals, Inc. and hereinafter referred to as MELINTA), a corporation duly organized and existing under the laws of Delaware, U.S.A. and having its principal office at 300 George Street, Suite 301, New Haven, Conn., 06511 U.S.A., and amends and restates in its entirety the License Agreement dated May 12, 2006 by and between WAKUNAGA and MELINTA, as previously amended (the 2006 Agreement).

Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission. Double Asterisks Denote Omissions. THIRD AMENDED AND RESTATED LICENSE AGREEMENT (March 7th, 2018)

THIS THIRD AMENDED AND RESTATED LICENSE AGREEMENT (this AGREEMENT), dated as of March 14, 2013 (the THIRD AMENDMENT EFFECTIVE DATE), by and between YALE UNIVERSITY, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and State of Connecticut and located in New Haven, Connecticut (YALE), and KOLLTAN PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware, and with principal offices located at 300 George Street, New Haven, CT 06511 (LICENSEE) is effective as of the THIRD AMENDMENT EFFECTIVE DATE.

Second Amendment to Mayo Foundation for Medical Education and Research Amended and Restated License Agreement (February 22nd, 2018)

This Second Amendment (this "Amendment") to the Mayo Foundation for Medical Education and Research Amended and Restated License Agreement dated effective January 31, 2015 ("Restated Agreement"), is entered into between MAYO Foundation for Medical Education and Research, ("MAYO"), Exact Sciences Corporation ("EXACT"), and Exact Sciences Development Company, LLC ("ESDC"), a wholly-owned subsidiary of EXACT. This Amendment is executed on the dates indicated below, but shall be deemed effective as of October 1, 2017 ("Amendment Effective Date").

CBOE Holdings – Amendment No. 2 to Amended and Restated License Agreement Dated as of September 29, 2006 by and Between DJI Opco, LLC ("DJI Opco") and CBOE as Previously Amended (The "2006 Agreement") (December 22nd, 2017)

This Amendment (this "Amendment") is made as of December 21, 2017 (the "Amendment Effective Date") and, with respect to the 1994 Agreement, is by and between S&P and CBOE, and, with respect to the 2006 Agreement, is by and between DJI Opco and CBOE (DJI Opco being a wholly owned subsidiary of S&P, and the successor by assignment to Dow Jones & Company, Inc., the original party with CBOE to the 2006 Agreement).

Monopar Therapeutics – Amended and Restated License Agreement (December 20th, 2017)

THIS AMENDED AND RESTATED LICENSE AGREEMENT (this "Agreement"), effective as of September 24, 2014 (the "Effective Date"), is entered into between Tactic Pharma, LLC, a limited liability company ("TACTIC"), having offices at 1062 Princeton Avenue, Highland Park, IL 60035 and XOMA (US) LLC, a Delaware limited liability company ("XOMA"), having offices at 2910 Seventh Street, Berkeley, California 94710. Each of XOMA and TACTIC are sometimes referred to herein separately as a "Party" and together as "Parties."

Amended and Restated License Agreement (December 19th, 2017)

This AMENDED AND RESTATED LICENSE AGREEMENT ("Agreement") is entered into as of the 16th day of May 2017 ("the Effective Date"), by and between Dai Nippon Printing Co., Ltd., a corporation organized under the laws of Japan, with its principal place of business at 1-1-1, Ichigaya-Kagacho, Shinjuku-ku, Tokyo 162-8001, Japan ("DNP") and Photronics DNP Mask Corporation (formerly known as Photronics Semiconductor Mask Coroporation), a corporation organized under the laws of the Republic of China (hereinafter "ROC" or "Taiwan") , with its registered office at 1F, No. 2, Lising Road, Hsinchu City, Hsinchu Science Park, Taiwan, R.O.C ("Company"). Each of DNP and the Company is hereafter referred to as a "Party" and collectively the "Parties".

Cue Biopharma, Inc. – Confidential Portions of This Agreement Have Been Omitted and Filed Separately With the Commission. Confidential Treatment Has Been Requested for Such Portions. Asterisks Denote Omissions. Amended and Restated License Agreement (December 13th, 2017)

This Amended and Restated License Agreement ("Agreement") is entered into as of July 31, 2017 ("Restated Agreement Effective Date"), by and between Albert Einstein College of Medicine, Inc., a corporation organized and existing under the laws of the State of New York, having an office and place of business at 1300 Morris Park Avenue, Bronx, New York 10461 as successor-in-interest to Albert Einstein College of Medicine of Yeshiva University, a Division of Yeshiva University, ("Licensor") and Cue Biopharma Inc., formerly known as Imagen Biopharma, Inc., a corporation organized and existing under the laws of the State of Delaware, having an office and place of business at do MDB Capital Group LLC, 401 Wilshire Blvd, Suite 1020, Santa Monica, California 90401 ("Licensee").

Cue Biopharma, Inc. – Confidential Portions of This Agreement Have Been Omitted and Filed Separately With the Commission. Confidential Treatment Has Been Requested for Such Portions. Asterisks Denote Omissions. Amended and Restated License Agreement (December 11th, 2017)

This Amended and Restated License Agreement ("Agreement") is entered into as of July 31, 2017 ("Restated Agreement Effective Date"), by and between Albert Einstein College of Medicine, Inc., a corporation organized and existing under the laws of the State of New York, having an office and place of business at 1300 Morris Park Avenue, Bronx, New York 10461 as successor-in-interest to Albert Einstein College of Medicine of Yeshiva University, a Division of Yeshiva University, ("Licensor") and Cue Biopharma Inc., formerly known as Imagen Biopharma, Inc., a corporation organized and existing under the laws of the State of Delaware, having an office and place of business at do MDB Capital Group LLC, 401 Wilshire Blvd, Suite 1020, Santa Monica, California 90401 ("Licensee").

Neothetics, Inc. – Confidential Treatment Requested Amended and Restated License Agreement (November 15th, 2017)
Monopar Therapeutics – Amended and Restated License Agreement (November 9th, 2017)

THIS AMENDED AND RESTATED LICENSE AGREEMENT (this "Agreement"), effective as of September 24, 2014 (the "Effective Date"), is entered into between Tactic Pharma, LLC, a limited liability company ("TACTIC"), having offices at 1062 Princeton Avenue, Highland Park, IL 60035 and XOMA (US) LLC, a Delaware limited liability company ("XOMA"), having offices at 2910 Seventh Street, Berkeley, California 94710. Each of XOMA and TACTIC are sometimes referred to herein separately as a "Party" and together as "Parties."

Quanterix Corp – Amended and Restated License Agreement (November 9th, 2017)

THIS AMENDED AND RESTATED LICENSE AGREEMENT (hereinafter the Agreement) is made this 22nd day of December, 2016 (the Effective Date):

Bluebird Bio Inc. – Amended and Restated License Agreement by and Between Bluebird Bio, Inc. And Celgene Corporation and Celgene European Investment Company LLC (November 1st, 2017)
Spero Therapeutics, Inc. – Amended and Restated License Agreement (October 23rd, 2017)

This Amended and Restated License Agreement (this Agreement), dated as of June 28, 2017 (the Effective Date), is made by and between Northern Antibiotics Oy (Ltd.), a corporation organized under the laws of Finland (Northern), and Spero Potentiator, Inc., a Delaware corporation (Spero). Northern and Spero are sometimes hereinafter referred to each as a Party and collectively as the Parties.

Spero Therapeutics, Inc. – Amended and Restated License Agreement (October 6th, 2017)

This Amended and Restated License Agreement (this Agreement), dated as of June 28, 2017 (the Effective Date), is made by and between Northern Antibiotics Oy (Ltd.), a corporation organized under the laws of Finland (Northern), and Spero Potentiator, Inc., a Delaware corporation (Spero). Northern and Spero are sometimes hereinafter referred to each as a Party and collectively as the Parties.

Amended and Restated License Agreement Between Horizon Orphan Llc and the Regents of the University of California for Case Nos. Sd2006-092, Sd2017-110, Sd2017-113 and Sd2017-236 (September 28th, 2017)

This agreement (Agreement) is made by and between Horizon Orphan LLC, as successor in interest to Raptor Pharmaceuticals, Inc. (f/k/a Encode Pharmaceuticals, Inc.), a Delaware limited liability company having an address at 150 South Saunders Road, Lake Forest, Illinois 60045 (LICENSEE) and The Regents of the University of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (UNIVERSITY), represented by its San Diego campus having an address at University of California, San Diego, Office of Innovation and Commercialization, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (UCSD). This Agreement is being entered into as of the date of last signature below (Execution Date) and is deemed effective as of October 31, 2007 (Effective Date).

Relmada Therapeutics, Inc. – Amended and Restated License Agreement (September 28th, 2017)

This Agreement amends and restates in its entirety that certain Office Space License Agreement, dated as of March 10, 2016 and effective as of January 1, 2016, between Relmada and Actinium (the "Original Agreement") for office space within the Premises. This Agreement is intended to and does completely amend and restate the Original Agreement.

Spero Therapeutics, Inc. – Amended and Restated License Agreement (September 22nd, 2017)

This Amended and Restated License Agreement (this Agreement), dated as of June 28, 2017 (the Effective Date), is made by and between Northern Antibiotics Oy (Ltd.), a corporation organized under the laws of Finland (Northern), and Spero Potentiator, Inc., a Delaware corporation (Spero). Northern and Spero are sometimes hereinafter referred to each as a Party and collectively as the Parties.

Cue Biopharma, Inc. – Confidential Portions of This Agreement Have Been Omitted and Filed Separately With the Commission. Confidential Treatment Has Been Requested for Such Portions. Asterisks Denote Omissions. Amended and Restated License Agreement (September 21st, 2017)

This Amended and Restated License Agreement ("Agreement") is entered into as of July 31, 2017 ("Restated Agreement Effective Date"), by and between Albert Einstein College of Medicine, Inc., a corporation organized and existing under the laws of the State of New York, having an office and place of business at 1300 Morris Park Avenue, Bronx, New York 10461 as successor-in-interest to Albert Einstein College of Medicine of Yeshiva University, a Division of Yeshiva University, ("Licensor") and Cue Biopharma Inc., formerly known as Imagen Biopharma, Inc., a corporation organized and existing under the laws of the State of Delaware, having an office and place of business at do MDB Capital Group LLC, 401 Wilshire Blvd, Suite 1020, Santa Monica, California 90401 ("Licensee").

Quanterix Corp – Amended and Restated License Agreement (August 17th, 2017)

THIS AMENDED AND RESTATED LICENSE AGREEMENT (hereinafter the Agreement) is made this 22nd day of December, 2016 (the Effective Date):

Audentes Therapeutics, Inc. – Amended and Restated License Agreement (August 10th, 2017)

This Amended and Restated License Agreement ("Agreement") is effective as of September 26, 2014 (the "Effective Date") by and between Istituti Clinici Scientifici Maugeri S.p.A. SB (assignee of Fondazione Salvatore Maugeri, "FSM"), an organization established under the laws of Italy ("Maugeri"), and Audentes Therapeutics, Inc., a Delaware corporation ("Audentes"), and amends and restates in its entirety that certain License Agreement dated as of the Effective Date by and between Cardiogen Sciences, Inc. ("Cardiogen") and FSM (the "Original Agreement"). Each of Maugeri and Audentes are referred to herein as "Party" and together as the "Parties."

Amended and Restated License Agreement Between Horizon Orphan Llc and the Regents of the University of California for Case Nos. Sd2006-092, Sd2017-110, Sd2017-113 and Sd2017-236 (August 7th, 2017)

This agreement (Agreement) is made by and between Horizon Orphan LLC, as successor in interest to Raptor Pharmaceuticals, Inc. (f/k/a Encode Pharmaceuticals, Inc.), a Delaware limited liability company having an address at 150 South Saunders Road, Lake Forest, Illinois 60045 (LICENSEE) and The Regents of the University of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (UNIVERSITY), represented by its San Diego campus having an address at University of California, San Diego, Office of Innovation and Commercialization, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (UCSD). This Agreement is being entered into as of the date of last signature below (Execution Date) and is deemed effective as of October 31, 2007 (Effective Date).

[***] CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SECOND AMENDED AND RESTATED LICENSE AGREEMENT NO. 3 (Cora to Haemonetics; Current and Future IP Specific to TEG 6000 Apparatus) (August 7th, 2017)

This SECOND AMENDED AND RESTATED LICENSE AGREEMENT (including without limitation the schedules attached hereto, this "License Agreement") dated as of August 14, 2013 (the "Effective Date"), is entered into by and among: Cora Healthcare, Inc. (f/k/a Haemoscope Corporation), a Delaware corporation ("Cora Healthcare") and CoraMed Technologies, LLC, Delaware limited liability company ("CoraMed" and, collectively with Cora Healthcare, "Cora"), both having principal offices at 6225 West Howard Street, Niles, Illinois 60714; and Haemonetics Corporation, a Massachusetts corporation having its principal office at 400 Wood Road, Braintree, Massachusetts 02184-9144 ("Haemonetics").

Actinium Pharmaceuticals, Inc. – Amended and Restated License Agreement (August 4th, 2017)

This Agreement amends and restates in its entirety that certain Office Space License Agreement, dated as of March 10, 2016 and effective as of January 1, 2016, between Relmada and Actinium (the "Original Agreement") for office space within the Premises. This Agreement is intended to and does completely amend and restate the Original Agreement.

Aileron Therapeutics Inc – Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission. Double Asterisks Denote Omissions. AMENDED AND RESTATED LICENSE AGREEMENT (June 19th, 2017)

This Amended and Restated License Agreement (this Agreement) is entered into as of the 19th day of February, 2010 (the Effective Date), for the purpose of amending and replacing the License Agreement dated August 2, 2006 (the Original Agreement), by and among: Aileron Therapeutics, Inc. (formerly Renegade Therapeutics, Inc.), a Delaware corporation, having a principal place of business at 840 Memorial Drive, 2nd Floor, Cambridge, MA 02142 (Licensee); President and Fellows of Harvard College, Holyoke Center, Suite 727, 1350 Massachusetts Ave., Cambridge, MA (Harvard); and Dana-Farber Cancer Institute, Inc., 44 Binney Street, Boston, MA (DFCI). Harvard and DFCI shall be referred to together as Licensors.

Amended and Restated License Agreement (June 8th, 2017)

This AMENDED AND RESTATED LICENSE AGREEMENT ("Agreement") is entered into as of the 16th day of May 2017 ("the Effective Date"), by and between Dai Nippon Printing Co., Ltd., a corporation organized under the laws of Japan, with its principal place of business at 1-1-1, Ichigaya-Kagacho, Shinjuku-ku, Tokyo 162-8001, Japan ("DNP") and Photronics DNP Mask Corporation (formerly known as Photronics Semiconductor Mask Coroporation), a corporation organized under the laws of the Republic of China (hereinafter "ROC" or "Taiwan"), with its registered office at 1F, No. 2, Lising Road, Hsinchu City, Hsinchu Science Park, Taiwan, R.O.C ("Company"). Each of DNP and the Company is hereafter referred to as a "Party" and collectively the "Parties".

Aileron Therapeutics Inc – Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission. Double Asterisks Denote Omissions. AMENDED AND RESTATED LICENSE AGREEMENT (June 2nd, 2017)

This Amended and Restated License Agreement (this Agreement) is entered into as of the 19th day of February, 2010 (the Effective Date), for the purpose of amending and replacing the License Agreement dated August 2, 2006 (the Original Agreement), by and among: Aileron Therapeutics, Inc. (formerly Renegade Therapeutics, Inc.), a Delaware corporation, having a principal place of business at 840 Memorial Drive, 2nd Floor, Cambridge, MA 02142 (Licensee); President and Fellows of Harvard College, Holyoke Center, Suite 727, 1350 Massachusetts Ave., Cambridge, MA (Harvard); and Dana-Farber Cancer Institute, Inc., 44 Binney Street, Boston, MA (DFCI). Harvard and DFCI shall be referred to together as Licensors.

Helios & Matheson North America Inc. – Amended and Restated License Agreement (May 23rd, 2017)

THIS AMENDED AND RESTATED LICENSE AGREEMENT (the "Agreement") is made and entered into this 18th day of May 2017 (the "Effective Date"), by and between Is It You Ltd., an Israeli company having its principal place of business at 6 Hamelacha St., Lod, Israel 7152012, ("Licensor"), and Helios & Matheson Analytics, Inc. ("HMNY"), on behalf of itself and its affiliates, a Delaware company having a principal place of business at 350 Fifth Avenue, Suite 7520, New York, NY, USA (HMNY and its affiliates together, "Licensee").

Endocyte – Second Amendment to the Amended and Restated License Agreement Made Effective on March 1, 2010 Between the Purdue Research Foundation and Endocyte, Inc. ("Agreement") (May 10th, 2017)

This second amendment ("Amendment"), made and entered effective as of the 1st day of March, 2010 (the "Effective Date") between Endocyte, Inc., with a place of business at 3000 Kent Avenue, Suite A1-100, West Lafayette, IN 47906 ("Client"), and, Purdue Research Foundation, having a place of business at 1281 Win Hentschel Blvd., West Lafayette, IN 47906.

Amended and Restated License Agreement (March 23rd, 2017)

This Amended and Restated License Agreement (this "Agreement") is entered into as the 1st day of November, 2016 and made effective as of the 29th day of October, 2016 (the "Effective Date"), by and between Infinity Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware and having a principal office located at 784 Memorial Drive, Cambridge, Massachusetts 02139 ("INFI"), and Verastem, Inc., a corporation organized and existing under the laws of Delaware, having a principal office located at 117 Kendrick Street, Suite 500, Needham, Massachusetts 02494 ("Licensee"). INFI and Licensee are each referred to herein by name or as a "Party" or, collectively, as "Parties."

Infinity Pharmaceuticals – Amended and Restated License Agreement by and Between Infinity Pharmaceuticals, Inc. And Verastem, Inc. (March 14th, 2017)

This Amended and Restated License Agreement (this "Agreement") is entered into as the 1st day of November, 2016 and made effective as of the 29th day of October, 2016 (the "Effective Date"), by and between Infinity Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware and having a principal office located at 784 Memorial Drive, Cambridge, Massachusetts 02139 ("INFI"), and Verastem, Inc., a corporation organized and existing under the laws of Delaware, having a principal office located at 117 Kendrick Street, Suite 500, Needham, Massachusetts 02494 ("Licensee"). INFI and Licensee are each referred to herein by name or as a "Party" or, collectively, as "Parties."

Navidea Biopharmaceuticals, Inc. – Amended and Restated License Agreement (March 9th, 2017)

This amended and restated license agreement directed toward Lymphoseek(r) ("Agreement") is made by and between Navidea Biopharmaceuticals, Inc., a Delaware corporation having an address at 5600 Blazer Parkway, Suite 200, Dublin, OH 43017-1367 ("LICENSEE") and The Regents of the University of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 ("UNIVERSITY"), represented by its San Diego campus having an address at University of California, San Diego, Office of Innovation & Commercialization, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 ("UCSD").

Signal Genetics, Inc. – Amended and Restated License Agreement (January 4th, 2017)

This Amended and Restated License Agreement (the Agreement) is entered into as of December 31, 2012 (the Restatement Date), by Miragen Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (Miragen), and Santaris Pharma A/S, a corporation organized and existing under the laws of Denmark (Santaris). Miragen and Santaris may each be referred to individually as a Party and collectively as the Parties.