Exhibit 10.26
CERTAIN 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.
AMENDMENT #2 TO LICENSE AGREEMENT
This AMENDMENT #2 TO LICENSE AGREEMENT (this “Amendment”) is made effective as of July 1, 2022 (“Amendment Effective Date”), by and between Pyxis Oncology, Inc., a Delaware corporation, having an address at 35 Cambridge Park Drive, Cambridge, Massachusetts 02140 (“Licensee”), and Biosion USA, Inc., a Delaware corporation, having an address at 1 Innovation Way, Suite 300, Newark, Delaware 19711 (“Licensor”). Licensee and Licensor may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
RECITALS
WHEREAS, the Parties entered into that certain License Agreement effective as of March 28, 2022 (the “Agreement”), pursuant to which Licensee obtained from the Licensor certain exclusive rights to exploit certain anti-Siglec-15 compounds in the Field in the Licensed Territory (each as defined in the Agreement);
WHEREAS, Section 2.7 of the Agreement requires the Parties to execute an amendment to the Agreement within [***] following the Effective Date setting forth terms and conditions for a right of first offer to be granted by each Party to the other Party to obtain an exclusive, sublicensable (through multiple tiers), transferable, and royalty-bearing license under the ROFO Product Technology Controlled by such Party or any of its Affiliates to Develop, Manufacture, and Commercialize each ROFO Compound and any corresponding ROFO Products in the Field within the other Party’s territory (i.e., the Licensed Territory for Licensee and the Retained Territory for Licensor); and
WHEREAS, the Parties hereto desire to amend the Agreement to more particularly set forth the terms of the ROFO as provided below.
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 as follows:
Following the Offering Party’s receipt of a Data Package with respect to any ROFO Compound and any corresponding ROFO Products, the Offering Party shall have [***] (each, a “ROFO Review Period”) to exercise its ROFO with respect to such ROFO Compound and ROFO Products by providing the Granting Party a bona fide written offer to obtain a ROFO License with respect to such ROFO Compound and ROFO Products (each, a “ROFO Offer”). Upon receipt of a ROFO Offer with respect to any ROFO Compound and any corresponding ROFO Products within the applicable ROFO Review Period, the Parties shall negotiate in good faith for a period of [***] (each, a “ROFO Negotiation Period,” and together with the applicable ROFO Review Period, each, a “ROFO Period”) regarding the ROFO License for such ROFO Compound and ROFO Products. During the ROFO Period for any ROFO Compound and any corresponding ROFO Products, the Offering Party may reasonably request the Granting Party to clarify any information contained in the applicable Data Package, or supplement the Data Package with additional information, data or results. Within [***] of receiving such request, the Granting Party shall use commercially reasonable efforts to provide such clarification, additional information, data or results to the extent then in existence and available to the Granting Party.
(b) the Granting Party shall not be obligated to share with the Offering Party any details regarding offer(s) from any Third Party, (c) except as permitted by Section 2.7.4, the Granting Party shall not, and shall cause its Affiliates not to, directly or indirectly license, transfer, sell or otherwise grant to any Third Party any right to Develop, Manufacture, or Commercialize a ROFO Compound or any corresponding ROFO Product in the Field in the other Party’s territory without first complying with its obligations under this Section 2.7, and (d) upon expiration of the ROFO Negotiation Period with respect to any ROFO Compound and any corresponding ROFO Products, the Granting Party and its Affiliates shall not have any further obligation to the Offering Party with respect to such ROFO Compound and ROFO Products.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties intending to be bound have caused this Amendment to be executed by their duly authorized representatives as of the Amendment Effective Date.
Pyxis Oncology, Inc. |
| Biosion USA, Inc. | ||
By: | /s/ Pam Connealy |
| By: | /s/ Hugh Davis |
Name: | Pam Connealy |
| Name: | Hugh Davis |
Title: | CFO |
| Title: | President |
Signature Page to Amendment #2 to License Agreement