Exhibit 10.1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
AMENDED AND RESTATED LICENSE AGREEMENT
THIS AMENDED AND RESTATED LICENSE AGREEMENT (“Agreement”) is made effective as of the 6th day of October, 2022 (the “A&R Effective Date”), by and between Pyxis Oncology, Inc., a corporation organized and existing under the laws of Delaware with offices at 150 Cambridgepark Drive, 8th Floor, Suite 2, Cambridge, MA 02140 (“Pyxis”) and Pfizer Inc., a corporation organized and existing under the laws of Delaware with offices at 235 East 42nd Street, New York, New York 10017 (“Pfizer”). Pyxis and Pfizer may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
RECITALS
WHEREAS, Pyxis and Pfizer previously entered into that certain License Agreement, dated as of December 8, 2020, effective as of March 12, 2021 (the “Agreement Effective Date”), which was amended by Amendment No. 1, dated March 22, 2021, Amendment No. 2, dated November 23, 2021, Amendment No. 3, dated March 8, 2022, and Amendment No. 4, dated April 7, 2022 (the “Original Agreement”), whereby Pfizer granted certain licenses to Pyxis under the Licensed ADC Technology and Licensed Platform Technology (each, as hereinafter defined); and
WHEREAS, Pyxis and Pfizer wish to amend and restate the Original Agreement to include certain additional rights under the Licensed Platform Technology on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties, intending to be legally bound hereby, agree to the foregoing and as follows:
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Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections, Exhibits or Schedules shall be construed to refer to Sections, Exhibits or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “and/or.”
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If to Pfizer:
Pfizer Inc.
235 East 42nd Street
New York, NY 10017
Attention: [***]
Email copy to: [***]
and
Pfizer, Inc.
Notices: Pfizer Legal Division
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235 East 42nd Street
New York, NY 10017
Attn.: [***]
Email copy to: [***]
If to Pyxis:
Pyxis Oncology, Inc.
35 Cambridgepark Dr.
Cambridge, MA 02140
Attention: Chief Executive Officer
With a copy, which shall not constitute notice, to:
Sidley Austin LLP
2850 Quarry Lake Drive
Baltimore, MD 21209
Attention: Asher M. Rubin
Email: arubin@sidley.com
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[Signature page to follow]
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IN WITNESS WHEREOF, the Parties intending to be bound have caused this Agreement to be executed by their duly authorized representatives as of the A&R Effective Date.
Pyxis ONCOLOGY, INC. | PFIZER INC. |
By: /s/ Lara Sullivan Name: Lara S. Sullivan, M.D. Title: Chief Executive Officer | By: /s/ Uwe Schoenbeck Name: Uwe Schoenbeck Title: CSO, SVP Ext Science & Innovation |
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Schedule 1.66: Knowledge
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Schedule 1.67: Licensed ADC Know-How
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Schedule 1.68: LICENSED ADC Patent Rights
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Schedule 1.70: Licensed Platform Know-How
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Schedule 1.71: LICENSED platform Patent Rights
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Schedule 3: Transfer Activities
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SCHEDULE 5(A): INITIAL ADC FINANCIAL CONSIDERATION
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SCHEDULE 5(B): additional ADC FINANCIAL CONSIDERATION
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sCHEDULE 5.7: SUBLICENSING INCOME CONSIDERATION
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sCHEDULE 5.8: [***] SUBLICENSE AGREEMENT
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