Exhibit 10.35
EXECUTION VERSION
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
December 19, 2022
Sutro Biopharma, Inc.
111 Oyster Point Boulevard
South San Francisco, California 94080
Attention: William J. Newell, CEO, Sutro Biopharma, Inc.
[*]
Re: Option on Extract Rights
Dear Mr. Newell:
The purpose of this letter agreement (this “Agreement”), dated as of December 19, 2022 (the “Effective Date”), is to set forth certain terms and conditions between Vaxcyte, Inc. (“Vaxcyte”) and Sutro Biopharma, Inc. (“Sutro”) (each of Vaxcyte and Sutro, a “Party” and collectively, the “Parties”) with respect to (i) the Option (as defined below), and (ii) the grant from Sutro to Vaxcyte of certain rights and authorizations related to [*].
Reference is made to the Amended and Restated SutroVax Agreement, dated October 12, 2015, by and between Vaxcyte and Sutro, as amended (the “License Agreement”), the Supply Agreement, dated May 29, 2018, by and between Vaxcyte and Sutro, as amended (the “Supply Agreement”), and the Key Process Transfer Terms regarding [*], by and between Vaxcyte and Sutro (the “[*] Term Sheet,” and collectively with the other agreements, the “Existing Agreements”). Any capitalized terms used in this Agreement but not defined herein have the meaning set forth in the applicable Existing Agreement. Section 1.25 (Interpretation) of the Supply Agreement hereby is incorporated into (and shall apply to) this Agreement, mutatis mutandis.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Sutro and Vaxcyte hereby agree to the following terms:
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For the avoidance of doubt, Vaxcyte shall have no payment obligations to Sutro resulting from the milestone event set forth in this Section 5(a) unless and until Vaxcyte exercises the Option; and
For the avoidance of doubt, in no event shall any Milestone Payments (or any other amounts due hereunder) be accelerated, except as expressly set forth herein. For clarity, the Milestone Payments set forth in Section 5(a) and Section 5(b) shall be payable one-time only (and only if such events have occurred), regardless of the number of times such events may occur. Following the occurrence of each milestone event, Vaxcyte shall notify Sutro in
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writing within [*], and Vaxcyte shall pay the applicable Milestone Payment to Sutro within [*] after receipt of an invoice from Sutro with respect to such milestone event and Milestone Payment (for clarity, the foregoing shall not apply to any accelerated Milestone Payments in Sections 5(a)(i)-(iv), which shall be due and payable as set forth therein).
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* * * * *
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Exhibit 10.35
EXECUTION VERSION
The Parties have caused this Agreement to be executed as of the Effective Date.
VAXCYTE, INC. |
| SUTRO BIOPHARMA, INC. |
/s/ Grant E. Pickering |
|
/s/ William J. Newell |
Name: Grant E. Pickering Title: Chief Executive Officer |
| Name: William J. Newell Title: Chief Executive Officer |
Exhibit 1
Term Sheet
[*]
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Exhibit 2
[*] Letter Agreement
[*]
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