AMENDMENT NO. 1 TO ANTIBODY DISCOVERY AND OPTION AGREEMENT
THIS AMENDMENT NO. 1 TO ANTIBODY DISCOVERY AND OPTION AGREEMENT (this “Amendment”) is entered into and effective as of September 27, 2024 (the “Amendment Effective Date”), by and between Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), Parade Biosciences Holding, LLC, a Delaware limited liability company (“Parade”) and Jade Biosciences, Inc., a Delaware corporation (“Jade”), and amends that certain Antibody Discovery and Option Agreement, dated as of July 24, 2024, by and between Paragon, Parade and Jade (the “Option Agreement”). Paragon, Parade and Jade are also referred to herein individually as a “Party,” or collectively as the “Parties.”
RECITALS
WHEREAS, pursuant to the Option Agreement, Jade engaged Paragon to identify, evaluate and develop one or more antibody candidates directed to certain therapeutic targets, and Paragon granted to Jade an exclusive option on a target-by-target basis to enter into one or more separate license agreements to develop, manufacture and commercialize the resulting antibodies in the Field in the Territory;
WHEREAS, the Parties desire to initiate (i) a new Research Program focusing on the [***] target, and (ii) a new Research Program focusing on the [***] target; and
WHEREAS, the Parties desire to amend certain terms under the Option Agreement and otherwise ratify the Option Agreement as it relates to the two (2) new Research Programs.
NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
AGREEMENT
1.Definitions. Capitalized terms used herein which are not otherwise defined shall have the meanings ascribed to such terms in the Option Agreement.
2. | Amendments to Option Agreement. |
| (i) | The following definition is hereby added to Article 1 of the Option Agreement: |
1.95“Pre-Amendment Effective Date Development Costs” shall have the meaning provided in Section 5.2(e).
| (ii) | Section 5.2 of the Option Agreement is hereby amended by adding the following new Section 5.2(e) immediately following the existing Section 5.2(d): |
(e)Notwithstanding Sections 5.2(a), 5.2(b) and 5.2(c) to the contrary, the Parties acknowledge that Paragon has incurred (i) Development Costs through the Amendment Effective Date as a result of work performed by Paragon at risk on the Research Program for [***], and (ii) Development Costs through the Amendment Effective Date as a result of work performed by Paragon at risk on the Research Program for [***] (the costs described in (i) and (ii), the “Pre-Amendment Effective Date Development Costs”). Jade shall reimburse Paragon for the Pre-Amendment Effective Date Development Costs within [***] days after Jade’s receipt of a written invoice that details the Pre-Amendment Effective Date Development Costs.
