Exhibit 10.31
AMENDMENT TO LICENSE AGREEMENT
Humabs Biomed, SA
And
The Institute For Research in Biomedicine
February 10, 2012
Whereas, Humabs Biomed SA (“Humabs”) and the Institute for Research in Biodmedicine (“IRB”) are parties to a license agreement dated as of December 16, 2011 (the “License Agreement”).
Whereas, Humabs is in the business of commercializing novel antibodies and related IP licensed to Humabs by the IRB.
Whereas, Humabs from time to time enters into sublicense agreements with third parties, as permitted by the License Agreement, and the parties have agreed to make certain amendments to the License Agreement as set forth herein to accommodate requests of certain sublicensees.
Whereas, Humabs has, on or about the date hereof, entered into a sublicense agreement with Medimmune; references herein to “sublicensee” shall apply only to Medimmune unless and until the parties agree in writing to add other sublicensees who will also be included hereunder.
Therefore, the parties agree as follows:
Section 2.2 of the License Agreement shall be amended by adding the following sentence at the end of such section: “Copies of sublicense agreements hereunder may be redacted where required by the sublicensee to remove financial and other information if and to the extent required by the sublicensee.” IRB acknowledges that the terms of such sub-licence agreement are confidential and shall be treated as confidential information of Humabs in accordance with clause 5.4. IRB shall not disclose suchsub-license agreement or any terms thereof to any person without the prior express written consent of suchsub-licensee, which consent may be withheld by suchsub-licensee in its sole discretion. IRB shall limit internal disclosure of suchsub-license agreement only to persons with a need to know and who are bound by obligations of confidentiality with respect thereto equivalent to those set forth in thesub-license agreement.”
Section 2.3 of the License Agreement shall be amended by striking the first sentence thereof and substituting the following in its place: “The IRB retains the right to practice the Licensed IP solely for internal research purposes (and not for commercial exploitation); such Licensed IP may be used for teaching or education only to the extent it is has been published in a patent application or otherwise properly publicly disclosed,
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