Exhibit 10.1(b)
| | | | |
| S19-520, S20-243: SUN&MLI | | AMENDMENT | | 1/25/2023 |
TO THE
EXCLUSIVE LICENSE AGREEMENT WITH EQUITY EFFECTIVE THE 1ST DAY OF AUGUST 2022
BETWEEN
STANFORD UNIVERSITY
AND
SYNCOPATION LIFE SCIENCES
Effective the 25th of January, 2023, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and CARGO Therapeutics, Inc. (“CARGO”, previously known as SYNCOPATION LIFE SCIENCES), a corporation having a principal place of business at 1900 Alameda de las Pulgas Suite 350, San Mateo, CA 94403 agree as follows:
| 2.1 | Stanford and CARGO are parties to an Exclusive License Agreement with Equity effective the 1st day of August 2022 (“Original Agreement”), covering technologies disclosed in Stanford dockets S19-520 and S20-243 from the laboratories of Dr. Crystal Mackall and Dr. Robbie Majzner. |
| 2.2 | Stanford and CARGO wish to amend the Original Agreement to update Section 7.2 because [***] declined his inventor shares. |
| 3.1 | Section 7.2 (“Equity Interest”) of the Original Agreement is hereby deleted in its entirety and replaced with the following: |
“Equity Interest. As further consideration, Syncopation will grant to Stanford (together with its designees as set forth below) an aggregate of 917,376 shares of common stock in Syncopation. Those shares, as of January 2022, represent no less than [***]% of the common stock in Syncopation on a Fully-Diluted Basis. Prior to signing this Agreement, Syncopation will provide Stanford with its capitalization table and the results of an independent third-party 409A valuation conducted for the purposes of valuing Syncopation’s common stock. Syncopation will issue a portion of all shares granted to Stanford pursuant to this Section 7.2 and Section 7.3 directly to and in the name of the inventors and sponsors listed below within [***] after the Effective Date allocated as stated below:
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