FIRST AMENDMENT TO LICENSE AGREEMENT
THIS FIRST AMENDMENT TO LICENSE AGREEMENT (this “Amendment”) is made as of December 13, 2016 (the “Effective Date”) between Jubilant Biosys Limited, a company organized under the laws of India, having its principal place of business at No. 96, Industrial Suburb, 2nd Stage, Yeshwanthpur, Bangalore – 560022, India (“Licensor”), and Checkpoint Therapeutics, Inc, a Delaware corporation with its place of business at 2 Gansevoort Street, 9th Floor, New York, New York 10014 (“Checkpoint”).
WHERE AS, Licensor and Checkpoint are party to that certain License Agreement, dated as of May 26, 2016 (the “License Agreement”); and
WHEREAS, Licensor and Checkpoint desire to amend the License Agreement to alter one of the Milestones and its corresponding Milestone Payment (as defined, in each case, in the License Agreement).
NOW, THEREFORE, in consideration of the foregoing, the mutual premises and covenants herein contained, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows.
1. Amendment to Section 5.2 of the License Agreement. The first row of the table contained in Section 5.2 of the License Agreement are hereby deleted and restated in their entirety as follows:
|Milestone Event||First Achievement Milestone Payment||Second Product Milestone Payment|
|1. Complete toxicology studies with data meeting the success criteria set forth in Schedule 7 on or before:(i) March 31, 2017 or (ii) any earlier date agreed upon mutually between the Parties pursuant to a duly authorized separate writing.||$400,000||N/A|
2. Remainder of License Agreement. Except as expressly set forth in this Amendment, the provisions of the License Agreement will remain in full force and effect, in their entirety, in accordance with their terms.
3. Miscellaneous. This Amendment shall be governed, construed, and interpreted in accordance with the laws of the State of New York, without giving effect to conflicts of laws principles of any jurisdiction. The parties agree that this Amendment may only be modified in a signed writing executed by each of the parties hereto. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns. This Amendment may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one agreement. Facsimile or PDF reproductions of original signatures will be deemed binding for the purpose of the execution of this Amendment.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the Effective Date.
|CHECKPOINT THERAPEUTICS, INC.|
|By:||/s/ James Oliviero|
|JUBILANT BIOSYS LIMITED|
|By:||/s/ Benny Thomas|
|Title:||Head - Finance|