Commercial License Agreement Sample Contracts

Mersana Therapeutics, Inc. – Amendment 4 to Collaboration and Commercial License Agreement (August 14th, 2018)

This Amendment 4 to the Collaboration and Commercial License Agreement ("Amendment 4") is entered into as of the date that it is fully executed (the "Amendment 4 Effective Date") by and between Mersana Therapeutics, Inc., a Delaware corporation, having its principal place of business at 840 Memorial Drive Cambridge, MA 02139 (hereinafter referred to as "Mersana") and Merck KGaA, a corporation with general partners having its principal place of business at Frankfurter Str. 250, 64293 Darmstadt, Germany (hereinafter referred to as "Merck," and together with Mersana, the "Parties"). This Amendment 4 amends that certain Collaboration and Commercial License Agreement by and between Mersana and Merck dated June 23, 2014, as amended on June 1, 2016 ("Amendment 1"), August 12, 2016 ("Amendment 2"), and February 28, 2017 ("Amendment 3") (together the "Original Agreement," and together with this Amendment 4, the "Agreement"). Capitalized terms used but not defined in this Amen

Mersana Therapeutics, Inc. – Third Amendment to Amended and Restated Research Collaboration and Commercial License Agreement (November 13th, 2017)

This Third Amendment (the "Third A&R Amendment") to the Amended and Restated Research Collaboration and Commercial License Agreement, dated January 29, 2016, as amended from time to time (the "Original Agreement"), made as of this30th day of October, 2017 (the "Third A&R Amendment Effective Date"), is by and between

Mersana Therapeutics, Inc. – Second Amendment to Amended and Restated Research Collaboration and Commercial License Agreement (August 11th, 2017)

This Second Amendment (the "Second A&R Amendment") to Amended and Restated Research Collaboration and Commercial License Agreement, as amended, made as of this 2nd day of August, 2017 (the "Second A&R Amendment Effective Date"), is by and between

Calyxt, Inc. – Commercial License Agreement (July 3rd, 2017)

THIS COMMERCIAL LICENSE AGREEMENT (this Agreement) is made and entered into as of December 9, 2014 (the Effective Date), by and between Cellectis Plant Sciences, Inc. a corporation organized and existing under the laws of the State of Delaware with its principal place of business at 8, rue de la Croix Jarry, 75013 Paris, France (CPS), and Two Blades Foundation, a not-for-profit corporation organized and existing under the laws of the State of Delaware with its principal place of business at 1630 Chicago Avenue, Suite 1907, Evanston, IL 60201, USA (2 Blades; CPS and 2 Blades, each a Party and collectively, the Parties).

Calyxt, Inc. – Amendment 1 to the Commercial License Agreement (July 3rd, 2017)

This AMENDMENT 1 TO THE COMMERCIAL LICENSE AGREEMENT (this Amendment) is made effective as of December 1, 2016 (the Amendment Effective Date) by and between CALYXT, INC. (previously known as CELLECTIS PLANT SCIENCES, INC., with the change of name occurring on or about May 5, 2015), a company existing and registered under the laws of Delaware, located at 600 County Road D West, Suite 8, New Brighton, MN 55112, USA, under the EIN number 27-1967997, represented by Federico Tripodi acting as Chief Executive Officer (CEO) duly authorized for the purposes hereof (CALYXT or CPS) and Two Blades Foundation, a not-for-profit corporation organized and existing under the laws of the State of Delaware with its principal place of business at 1630 Chicago Avenue, Suite 1907, Evanston, IL 60201, USA (2 Blades; CPS and 2 Blades, each a Party and collectively, the Parties).

Calyxt, Inc. – Amendment 1 to the Commercial License Agreement (June 23rd, 2017)

This AMENDMENT 1 TO THE COMMERCIAL LICENSE AGREEMENT (this Amendment) is made effective as of December 1, 2016 (the Amendment Effective Date) by and between CALYXT, INC. (previously known as CELLECTIS PLANT SCIENCES, INC., with the change of name occurring on or about May 5, 2015), a company existing and registered under the laws of Delaware, located at [*****], represented by Federico Tripodi acting as Chief Executive Officer (CEO) duly authorized for the purposes hereof (CALYXT or CPS) and Two Blades Foundation, a not-for-profit corporation organized and existing under the laws of the State of Delaware with its principal place of business at [*****] (2 Blades; CPS and 2 Blades, each a Party and collectively, the Parties).

Calyxt, Inc. – Commercial License Agreement (June 23rd, 2017)

THIS COMMERCIAL LICENSE AGREEMENT (this Agreement) is made and entered into as of December 9, 2014 (the Effective Date), by and between Cellectis Plant Sciences, Inc. a corporation organized and existing under the laws of the State of Delaware with its principal place of business at [*****] (CPS), and Two Blades Foundation, a not-for-profit corporation organized and existing under the laws of the State of Delaware with its principal place of business at [*****] (2 Blades; CPS and 2 Blades, each a Party and collectively, the Parties).

Calyxt, Inc. – Commercial License Agreement (June 16th, 2017)

THIS COMMERCIAL LICENSE AGREEMENT (this Agreement) is made and entered into as of December 9, 2014 (the Effective Date), by and between Cellectis Plant Sciences, Inc. a corporation organized and existing under the laws of the State of Delaware with its principal place of business at [*****] (CPS), and Two Blades Foundation, a not-for-profit corporation organized and existing under the laws of the State of Delaware with its principal place of business at [*****] (2 Blades; CPS and 2 Blades, each a Party and collectively, the Parties).

Calyxt, Inc. – Amendment 1 to the Commercial License Agreement (June 16th, 2017)

This AMENDMENT 1 TO THE COMMERCIAL LICENSE AGREEMENT (this Amendment) is made effective as of December 1, 2016 (the Amendment Effective Date) by and between CALYXT, INC. (previously known as CELLECTIS PLANT SCIENCES, INC., with the change of name occurring on or about May 5, 2015), a company existing and registered under the laws of Delaware, located at [*****], represented by Federico Tripodi acting as Chief Executive Officer (CEO) duly authorized for the purposes hereof (CALYXT or CPS) and Two Blades Foundation, a not-for-profit corporation organized and existing under the laws of the State of Delaware with its principal place of business at [*****] (2 Blades; CPS and 2 Blades, each a Party and collectively, the Parties).

Mersana Therapeutics, Inc. – Confidential Amendment 3 to Collaboration and Commercial License Agreement (June 1st, 2017)

This Amendment 3 to Collaboration and Commercial License Agreement (Amendment 3) is entered into as of the 28th day of February, 2017 (the Amendment 3 Effective Date) by and between Mersana Therapeutics, Inc., a Delaware corporation, having its principal place of business at 840 Memorial Drive Cambridge, MA 02139 (hereinafter referred to as Mersana) and Merck KGaA, a corporation with general partners having its principal place of business at Frankfurter Str. 250, 64293 Darmstadt, Germany (hereinafter referred to as Merck, and together with Mersana, the Parties). This Amendment 3 amends that certain Collaboration and Commercial License Agreement by and between Mersana and Merck dated June 23, 2014, as amended on June 1, 2016 (Amendment 1) and on August 12, 2016 (Amendment 2) (together the Original Agreement, and together with this Amendment 3, the Agreement). Capitalized terms used but not defined in this Amendment 3 will have the definition set forth in the Original Agreement.

Mersana Therapeutics, Inc. – Confidential First Amendment to Amended and Restated Research Collaboration and Commercial License Agreement (June 1st, 2017)

This First Amendment (the First Amendment) to Amended and Restated Research Collaboration and Commercial License Agreement, as amended, made as of this [09] day of March, 2017 (the First Amendment Effective Date), is by and between

Mersana Therapeutics, Inc. – AMENDED AND RESTATED RESEARCH COLLABORATION AND COMMERCIAL LICENSE AGREEMENT Between MERSANA THERAPEUTICS, INC. And MILLENNIUM PHARMACEUTICALS, INC. Dated January 29, 2016 (June 1st, 2017)

This AMENDED AND RESTATED RESEARCH COLLABORATION AND COMMERCIAL LICENSE AGREEMENT is entered into as of the 29th day of January, 2016 (the Amendment Effective Date) by and between:

Mersana Therapeutics, Inc. – CONFIDENTIAL DEVELOPMENT COLLABORATION AND COMMERCIAL LICENSE AGREEMENT Between MERSANA THERAPEUTICS, INC. And MILLENNIUM PHARMACEUTICALS, INC. Dated January 29, 2016 (June 1st, 2017)

This Development Collaboration and Commercial License Agreement is entered into as of the 29th day of January, 2016 by and between Mersana Therapeutics, Inc., a Delaware corporation, having its principal place of business at 840 Memorial Drive Cambridge, MA 02139 (hereinafter referred to as Mersana) and Millennium Pharmaceuticals, Inc., a Delaware corporation, having its principal place of business at 40 Landsdowne Street, Cambridge, MA 02139 (hereinafter referred to as Licensee).

Mersana Therapeutics, Inc. – Confidential Amendment 1 to Collaboration and Commercial License Agreement (June 1st, 2017)

This Amendment 1 to Collaboration and Commercial License Agreement (Amendment) is entered into as of the 1st day of June, 2016 (the Amendment Effective Date) by and between Mersana Therapeutics, Inc., a Delaware corporation, having its principal place of business at 840 Memorial Drive Cambridge, MA 02139 (hereinafter referred to as Mersana) and Merck KGaA, a corporation with general partners having its principal place of business at Frankfurter Str. 250, 64293 Darmstadt, Germany (hereinafter referred to as Merck, and together with Mersana, the Parties). This Amendment amends that certain Collaboration and Commercial License Agreement by and between Mersana and Merck dated June 23, 2014 (the Original Agreement, and together with this Amendment, the Agreement). Capitalized terms used but not defined in this Amendment will have the definition set forth in the Original Agreement.

Mersana Therapeutics, Inc. – CONFIDENTIAL COLLABORATION AND COMMERCIAL LICENSE AGREEMENT Between MERSANA THERAPEUTICS, INC. And MERCK KGaA (June 1st, 2017)

This Collaboration and Commercial License Agreement, effective as of June 23, 2014 (Effective Date), is by and between Mersana Therapeutics, Inc., a Delaware corporation, having its principal place of business at 840 Memorial Drive Cambridge, MA 02139 (Mersana) and Merck KGaA, a corporation with general partners having its principal place of business at Frankfurter Str. 250, 64293 Darmstadt, Germany (Merck). Mersana and Merck may be referred to in this Agreement individually as a Party or collectively as the Parties.

Mersana Therapeutics, Inc. – Confidential Amendment 2 to Collaboration and Commercial License Agreement (June 1st, 2017)

This Amendment 2 to Collaboration and Commercial License Agreement (Amendment) is entered into as of the 12th day of August, 2016 (the Amendment 2 Effective Date) by and between Mersana Therapeutics, Inc., a Delaware corporation, having its principal place of business at 840 Memorial Drive Cambridge, MA 02139 (hereinafter referred to as Mersana) and Merck KGaA, a corporation with general partners having its principal place of business at Frankfurter Str. 250, 64293 Darmstadt, Germany (hereinafter referred to as Merck, and together with Mersana, the Parties). This Amendment amends that certain Collaboration and Commercial License Agreement by and between Mersana and Merck dated June 23, 2014, as amended on June 1, 2016 (the Original Agreement, and together with this Amendment, the Agreement). Capitalized terms used but not defined in this Amendment will have the definition set forth in the Original Agreement.

Mersana Therapeutics, Inc. – CONFIDENTIAL DEVELOPMENT COLLABORATION AND COMMERCIAL LICENSE AGREEMENT Between MERSANA THERAPEUTICS, INC. And MILLENNIUM PHARMACEUTICALS, INC. Dated January 29, 2016 (March 17th, 2017)

This Development Collaboration and Commercial License Agreement is entered into as of the 29th day of January, 2016 by and between Mersana Therapeutics, Inc., a Delaware corporation, having its principal place of business at 840 Memorial Drive Cambridge, MA 02139 (hereinafter referred to as Mersana) and Millennium Pharmaceuticals, Inc., a Delaware corporation, having its principal place of business at 40 Landsdowne Street, Cambridge, MA 02139 (hereinafter referred to as Licensee).

Mersana Therapeutics, Inc. – Confidential Amendment 2 to Collaboration and Commercial License Agreement (March 17th, 2017)

This Amendment 2 to Collaboration and Commercial License Agreement (Amendment) is entered into as of the 12th day of August, 2016 (the Amendment 2 Effective Date) by and between Mersana Therapeutics, Inc., a Delaware corporation, having its principal place of business at 840 Memorial Drive Cambridge, MA 02139 (hereinafter referred to as Mersana) and Merck KGaA, a corporation with general partners having its principal place of business at Frankfurter Str. 250, 64293 Darmstadt, Germany (hereinafter referred to as Merck, and together with Mersana, the Parties). This Amendment amends that certain Collaboration and Commercial License Agreement by and between Mersana and Merck dated June 23, 2014, as amended on June 1, 2016 (the Original Agreement, and together with this Amendment, the Agreement). Capitalized terms used but not defined in this Amendment will have the definition set forth in the Original Agreement.

Mersana Therapeutics, Inc. – AMENDED AND RESTATED RESEARCH COLLABORATION AND COMMERCIAL LICENSE AGREEMENT Between MERSANA THERAPEUTICS, INC. And MILLENNIUM PHARMACEUTICALS, INC. Dated January 29, 2016 (March 17th, 2017)

This AMENDED AND RESTATED RESEARCH COLLABORATION AND COMMERCIAL LICENSE AGREEMENT is entered into as of the 29th day of January, 2016 (the Amendment Effective Date) by and between:

Mersana Therapeutics, Inc. – CONFIDENTIAL COLLABORATION AND COMMERCIAL LICENSE AGREEMENT Between MERSANA THERAPEUTICS, INC. And MERCK KGaA (March 17th, 2017)

This Collaboration and Commercial License Agreement, effective as of June 23, 2014 (Effective Date), is by and between Mersana Therapeutics, Inc., a Delaware corporation, having its principal place of business at 840 Memorial Drive Cambridge, MA 02139 (Mersana) and Merck KGaA, a corporation with general partners having its principal place of business at Frankfurter Str. 250, 64293 Darmstadt, Germany (Merck). Mersana and Merck may be referred to in this Agreement individually as a Party or collectively as the Parties.

Mersana Therapeutics, Inc. – Confidential First Amendment to Amended and Restated Research Collaboration and Commercial License Agreement (March 17th, 2017)

This First Amendment (the First Amendment) to Amended and Restated Research Collaboration and Commercial License Agreement, as amended, made as of this [09] day of March, 2017 (the First Amendment Effective Date), is by and between

Mersana Therapeutics, Inc. – Confidential Amendment 1 to Collaboration and Commercial License Agreement (March 17th, 2017)

This Amendment 1 to Collaboration and Commercial License Agreement (Amendment) is entered into as of the 1st day of June, 2016 (the Amendment Effective Date) by and between Mersana Therapeutics, Inc., a Delaware corporation, having its principal place of business at 840 Memorial Drive Cambridge, MA 02139 (hereinafter referred to as Mersana) and Merck KGaA, a corporation with general partners having its principal place of business at Frankfurter Str. 250, 64293 Darmstadt, Germany (hereinafter referred to as Merck, and together with Mersana, the Parties). This Amendment amends that certain Collaboration and Commercial License Agreement by and between Mersana and Merck dated June 23, 2014 (the Original Agreement, and together with this Amendment, the Agreement). Capitalized terms used but not defined in this Amendment will have the definition set forth in the Original Agreement.

Mersana Therapeutics, Inc. – Confidential Amendment 3 to Collaboration and Commercial License Agreement (March 17th, 2017)

This Amendment 3 to Collaboration and Commercial License Agreement (Amendment 3) is entered into as of the 28th day of February, 2017 (the Amendment 3 Effective Date) by and between Mersana Therapeutics, Inc., a Delaware corporation, having its principal place of business at 840 Memorial Drive Cambridge, MA 02139 (hereinafter referred to as Mersana) and Merck KGaA, a corporation with general partners having its principal place of business at Frankfurter Str. 250, 64293 Darmstadt, Germany (hereinafter referred to as Merck, and together with Mersana, the Parties). This Amendment 3 amends that certain Collaboration and Commercial License Agreement by and between Mersana and Merck dated June 23, 2014, as amended on June 1, 2016 (Amendment 1) and on August 12, 2016 (Amendment 2) (together the Original Agreement, and together with this Amendment 3, the Agreement). Capitalized terms used but not defined in this Amendment 3 will have the definition set forth in the Original Agreement.

Ener-Core Inc. – Fourth Amendment to Commercial License Agreement (September 30th, 2016)

This Fourth Amendment to the Commercial License Agreement (this "Fourth Amendment") is entered into effective as of September 26, 2016 by and between Dresser-Rand Company, a New York general partnership ("D-R") and Ener-Core Power, Inc., a Delaware corporation ("E-C").

Commercial License Agreement (February 5th, 2016)

This commercial License Agreement (this "Agreement") is entered into by and between Gevo, Inc., a Delaware corporation, with offices at 345 Inverness Drive South, Building C, Suite 310, Englewood, CO 80112 ("Licensor") and the entity listed below as "Licensee" as of January 11, 2016 (the "Effective Date").

Amended and Restated Commercial License Agreement (November 6th, 2015)

THIS AMENDED AND RESTATED COMMERCIAL LICENSE AGREEMENT (this Agreement) is entered into on this 25th day of September, 2015 (the 2015 Date), with retroactive effect to April 30, 2014 (the 2014 Effective Date) between:

Anaptysbio Inc – Non-Exclusive Research and Commercial License Agreement (September 9th, 2015)

This Non-Exclusive Research and Commercial License Agreement (this AGREEMENT) is made by and between AnaptysBio, Inc. (ANAPTYSBIO), a Delaware corporation, with a principal business address at 10835 Road To The Cure, Suite 100, San Diego, CA 92121, and MILLIPORE CORPORATION (MILLIPORE), a Massachusetts corporation with offices at 290 Concord Road, Billerica, MA 91821, and is effective as of May 15, 2009 (the EFFECTIVE DATE). MILLIPORE and ANAPTYSBIO are sometimes each referred to herein individually as a PARTY and together as the PARTIES.

Anaptysbio Inc – Non-Exclusive Research and Commercial License Agreement (August 18th, 2015)

This Non-Exclusive Research and Commercial License Agreement (this AGREEMENT) is made by and between AnaptysBio, Inc. (ANAPTYSBIO), a Delaware corporation, with a principal business address at 10835 Road To The Cure, Suite 100, San Diego, CA 92121, and MILLIPORE CORPORATION (MILLIPORE), a Massachusetts corporation with offices at 290 Concord Road, Billerica, MA 91821, and is effective as of May 15, 2009 (the EFFECTIVE DATE). MILLIPORE and ANAPTYSBIO are sometimes each referred to herein individually as a PARTY and together as the PARTIES.

Ener-Core Inc. – Confidential Treatment Requested Commercial License Agreement (March 31st, 2015)

This COMMERCIAL LICENSE AGREEMENT ("Agreement") is made as of the 14th day of November, 2014, ("Effective Date") by and between Dresser-Rand Company, a New York general partnership ("D-R"), and Ener-Core Power, Inc., a Delaware corporation ("E-C") (each a "Party" and, together, the "Parties").

Selexis Commercial License Agreement Entered Into With Biogenerics, Inc. (September 25th, 2014)

This Commercial License Agreement (the Agreement) is made effective on April 8, 2011 (the Effective Date), by and between SELEXIS SA, 18 chemin des Aulx, 1228 Plan-les-Ouates, Geneva, Switzerland SA (Selexis) and BIOGENERICS, INC. 555 Bryant Street, Ste 266, Palo Alto, CA 94301 (COMPANY).

Commercial License Agreement Entered Into With Coherus Biosciences, Inc. (September 25th, 2014)

This Commercial License Agreement (the Agreement) is made effective on as of June 25, 2012 (the Effective Date), by and between SELEXIS SA, 18 chemin des Aulx, 1228 Plan-les-Ouates, Geneva, Switzerland SA (Selexis) and COHERUS BIOSCIENCES, INC., 201 Redwood Shores Parkway, Suite 200, Redwood City, CA 94065 (COMPANY).

Commercial License Agreement Entered Into With Coherus Biosciences, Inc. (August 5th, 2014)

This Commercial License Agreement (the Agreement) is made effective on as of June 25, 2012 (the Effective Date), by and between SELEXIS SA, 18 chemin des Aulx, 1228 Plan-les-Ouates, Geneva, Switzerland SA (Selexis) and COHERUS BIOSCIENCES, INC., 201 Redwood Shores Parkway, Suite 200, Redwood City, CA 94065 (COMPANY).

Selexis Commercial License Agreement Entered Into With Biogenerics, Inc. (August 5th, 2014)

This Commercial License Agreement (the Agreement) is made effective on April 8, 2011 (the Effective Date), by and between SELEXIS SA, 18 chemin des Aulx, 1228 Plan-les-Ouates, Geneva, Switzerland SA (Selexis) and BIOGENERICS, INC. 555 Bryant Street, Ste 266, Palo Alto, CA 94301 (COMPANY).

***Text Omitted and Filed Separately With the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 COMMERCIAL LICENSE AGREEMENT (July 8th, 2014)

CYDEX PHARMACEUTICALS, INC., a Delaware corporation with offices at 11119 North Torrey Pines Road, Suite 200, La Jolla, California 92037 (CyDex); and

***Text Omitted and Filed Separately With the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 COMMERCIAL LICENSE AGREEMENT (May 30th, 2014)

CYDEX PHARMACEUTICALS, INC., a Delaware corporation with offices at 11119 North Torrey Pines Road, Suite 200, La Jolla, California 92037 (CyDex); and