Exhibit 10.1
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Amendment to the Asset Purchase Agreement
This Amendment to the Asset Purchase Agreement (the “Amendment”) is made and entered into as of May 23, 2022 (the “Amendment Effective Date”), between Millennium Pharmaceuticals, Inc., a Delaware corporation (“Seller”), and Calithera Biosciences, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Recitals
A. Buyer and Seller are parties to an Asset Purchase Agreement, dated October 18, 2021 (the “Agreement”).
B. The Parties wish to amend certain terms of the Agreement in accordance with Section 10.1 thereof.
Now, Therefore, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, Buyer and Seller hereby agree as follows:
The Parties hereby agree to amend the terms of the Agreement as provided below, effective as of the Amendment Effective Date. Where the Agreement is not explicitly amended, the terms of the Agreement will remain in force. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the meanings such terms are given in the Agreement. This Amendment and all discussions pertaining hereto are subject to Article 7 of the Agreement.
9.4.1 Deductible.
(a) Subject to Section 9.4.4, no Claim may be made by Seller as the Indemnified Party for indemnification pursuant to Section 9.2 for breach of any representation or warranty in Section 6.2 until the aggregate amount of Losses for which a Seller Indemnified Party seeks to be indemnified pursuant to Section 9.2 exceeds $[***] (Seller’s “Deductible”), at which time the Seller Indemnified Parties shall be entitled to indemnification for all such Losses in excess of Seller’s Deductible.
(b) Subject to Section 9.4.4, no Claim may be made by Buyer as the Indemnified Party for indemnification pursuant to Section 9.3 for breach of any representation or warranty in Section 6.1 until the aggregate amount of Losses for which a Buyer Indemnified Party seeks to be indemnified pursuant to Section 9.3 exceeds $[***]
(Buyer’s “Deductible”), at which time the Buyer Indemnified Parties shall be entitled to indemnification for all such Losses in excess of the Buyer’s Deductible.
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In Witness Whereof, this Amendment has been executed by the Parties hereto all as of the date first above written.
Millennium Pharmaceuticals, Inc. | Calithera Biosciences, Inc.
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By: /s/ Michael Martin
Name: Michael Martin
Title: Authorized Signatory | By: /s/ Susan M. Molineaux, Ph.D.
Name: Susan M. Molineaux, Ph.D.
Title: President and Chief Executive Officer |