Exhibit 10.27
AMENDMENT NUMBER 1
TO
ROYALTY TRANSFER AGREEMENT
This Amendment Number 1 to Royalty Transfer Agreement (this “Amendment”), dated as of June 6, 2022, is made by and among Cullinan Pearl Corp., a Delaware corporation (the “Company”), MPM Oncology Charitable Foundation, Inc., a Massachusetts charitable foundation (“MPM Charitable Foundation”) and the UBS Optimus Foundation, a Swiss charitable foundation (“Optimus,” and together with the MPM Charitable Foundation, each a ”Charitable Foundation” and together, the “Charitable Foundations”) and amends that certain Royalty Transfer Agreement, dated as of October 25, 2019, by and among the Company and the Charitable Foundations (the “Royalty Transfer Agreement”). All capitalized terms used herein that are not otherwise defined herein shall have their respective meanings as set forth in the Royalty Transfer Agreement.
RECITALS
WHEREAS, the Company and the Charitable Foundations wish to amend the terms of the Royalty Transfer Agreement as set out in this Amendment;
NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Charitable Foundations hereby agree as follows:
““Company Products” shall mean any pharmaceutical product containing that certain chemical compound coded by Company as of the date hereof as TAS6417, also sometimes referred to as CLN-081, provided, however that Company Products do not include, and the payment obligations hereunder shall not apply to, any products owned or controlled by Taiho Pharmaceutical Co., Ltd that are commercialized by or on behalf of Taiho Pharmaceutical Co., Ltd in Japan.”
In Witness Whereof, the parties, through their duly authorized representatives, have signed this Amendment on the dates set forth beneath their respective signatures below.
Cullinan Pearl Corp.
By: /s/ Nadim Ahmed
Print Name: Nadim Ahmed
Title: President
MPM Oncology Charitable Foundation, Inc.
By: /s/ Kristen Laguerre
Print Name: Kristen Laguerre
Title: Authorized Signatory
UBS Optimus Foundation
By: /s/ Nina Hoppe
Print Name: Nina Hoppe
Title: Operating Head GSI
And
By: /s/ Haibo Wunderli-Ye
Print Name: Haibo Wunderli-Ye
Title: Head of Business Management