Exhibit 10.44
AMENDMENT NO. 1 TO SCIENTIFIC ADVISORY BOARD AGREEMENT
This Amendment No. 1 (“Amendment No. 1”) to the Scientific Advisory Board Agreement dated June 18, 2012 (the “Agreement”), by and between Jennifer A. Doudna (“Advisor”), an individual, and Caribou Biosciences, Inc., a Delaware corporation, having its principal place of business at 2929 7th Street Suite 120, Berkeley, CA 94710 (“Caribou”) (Advisor and Caribou collectively referred to hereinafter as the “Parties”), is entered into as of April 12, 2014 (the “Amendment No. 1 Execution Date”).
WHEREAS, pursuant to the Agreement, Advisor agreed to provide advice, counsel and Services (as defined in the Agreement) under the terms and conditions set forth in the Agreement;
WHEREAS, at the time of the Agreement, the Parties agreed that good and valuable consideration would be exchanged;
WHEREAS, paragraph 2(a) of the Agreement, is amended to fully clarify the Parties’ intention that Advisor receive common stock as outlined in the Restricted Common Stock Purchase Agreement, executed July 2, 2012, in exchange for Advisor’s Services under the Agreement;
WHEREAS, paragraph 2(a) of the Agreement, contained a clerical error stating that the Advisor receive no consideration, which was not the intent of the Parties;
WHEREAS, the Parties now wish to confirm having reviewed and agreed to include an Exhibit A to the Agreement, which reflects the consideration initially agreed to by the Parties, and having incorporated the terms and conditions thereof into the Agreement;
NOW, THEREFORE, in exchange for good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:
| 1. | Amendment to Section 2 Fees and Expenses. Section 2(a) of the Agreement is hereby deleted in its entirety and replaced with the following: |
| (a) | Consideration. The Advisor shall receive the compensation as provided for in Exhibit A for the Services rendered by Advisor as described above and the rights granted to the Company hereunder. |
| 2. | Exhibit A. The Exhibit A in Schedule I hereto is hereby incorporated into the Agreement as Exhibit A. |
| 3. | Further Consideration. In further consideration for the Services and rights granted to the Company under the Agreement and in consideration for entering into this Amendment No. 1, Company shall pay to Advisor One Hundred Dollars ($100) within thirty (30) days after the Amendment No. 1 Execution Date. |
| 4. | Advisor Acknowledgements. Advisor acknowledges and agrees that, as of the Execution Date, she has been paid or provided all compensation, consideration, reimbursements and any other amounts or entitlements that may have been owed to her by the Company for the Services or otherwise. Advisor also acknowledges and agrees that she has fully complied with the terms and conditions of the Agreement and shall continue to do so. |
| 5. | Independent Contractor. Nothing herein is intended to alter Advisor’s role as an independent contractor of the Company, as set forth under Section 7(a) of the Agreement. As such, Advisor acknowledges and agrees that Advisor is obligated to report as income all compensation received pursuant to the Agreement, and acknowledges the obligation to pay all applicable self-employment and other taxes thereon. Advisor further acknowledges that it is the intent of the Parties that neither Advisor nor any employees or contractors of Advisor, if any, receive any Company-sponsored |