Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions.
eighth AMENDMENT
TO Collaboration, LICENSE and Option Agreement
This Eighth Amendment to the Collaboration, License and Option Agreement (the “Eighth Amendment”) is entered into as of December 7, 2020 (the “Eighth Amendment Effective Date”), by and between Cue Biopharma, Inc., a Delaware corporation, having an address of 21 Erie Street, Cambridge, MA 02139 (“Cue”), and LG Chem Ltd., with its principal place of business at LG Twin Towers, 128, Yeoui-daero, Yeongdeungpo-gu, Seoul, 07336, Republic of Korea (“LGC”). Cue and LGC may be referred to herein individually as a “Party” or collectively as the “Parties”.
Whereas, the Parties entered into a Collaboration, License and Option Agreement as of November 6, 2018 (the "Original Agreement") that was subsequently amended on March 15, 2019, August 5, 2019, October 29, 2019, December 18, 2019, January 10, 2020, February 14, 2020 and May 14, 2020 (the "First Amendment", "Second Amendment", "Third Amendment", "Fourth Amendment" , "Fifth Amendment", "Sixth Amendment" and “Seventh Amendment” with the Original Agreement, collectively the "Agreement");
Whereas, pursuant to Section 4.3(b)(i) of the Agreement, on [**], LGC [**] and on [**], Cue [**];
Whereas, pursuant to the terms of the Agreement, the Parties engaged in Research in accordance with Research Plans for [**] for the CUE-102 Program (respectively, the [**]Research Program”);
Whereas, LGC notified Cue [**];
Whereas, the Parties now desire to set down in writing the Parties’ understanding that LGC [**];
Whereas, the Parties desire to further state the Parties’ understanding that, subject to the [**] specified herein, LGC [**]; and
Now, Therefore, in consideration of the foregoing premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Cue and LGC hereby agree as follows:
1. | All capitalized terms not separately defined in this Eighth Amendment shall have the meaning ascribed to them in the Agreement. |
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3. | “[**] LGC Patent Rights” means (a) [**], and (b) any Patent Rights Controlled by LGC or its Affiliates claiming priority to either or both of such applications. |
7. | Subject to Section 7.3 of the Agreement, the Parties shall share Research Costs for all payment obligations that accrued under the Agreement relating to the CUE-102 [**] Research Program up to the [**]. For clarity, LGC shall receive no reimbursement of any amounts accrued following [**] for the CUE-102 [**] Research Program and Cue shall receive no reimbursement of any amounts accrued following the [**] for the CUE-102 [**] Research Program. |
9. | Rights and Obligations Prior to [**]. Notwithstanding anything to the contrary in the Agreement, after the [**] and prior to the earlier of (i) [**] in accordance with Section [**] of the Agreement and (ii) any [**] (as defined in Paragraph 14 below): |
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| (c) | Pursuant to Section [**] of the Agreement, all Data generated [**] from the Research of the [**], CUE-102 [**] Compounds and CUE-102 [**] Products shall be deemed Excluded Data unless and until [**]; and |
11. | Rights and Obligations After [**]. Notwithstanding anything to the contrary in the Agreement, subject to Paragraphs 12, 13 and 14 of this Eighth Amendment, if and after any [**]: |
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| (b) | Cue shall be solely responsible, in its own expense and discretion (without any review, coordination, direction, oversight, discussion or approval from any Committee and without any obligation to provide any information to any Committee), for all further Research, Development, Manufacture and Commercialization of the [**], CUE-102 [**] Compounds and CUE-102 [**] Products; |
| (c) | Pursuant to [**] of the Agreement, all Data generated after the [**] from the Research of the [**], CUE-102 [**] Compounds and CUE-102 [**] Products shall continue to be deemed Excluded Data; |
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| and (ii) in any country in the LGC Territory in which Cue requests LGC to file such applications (such filings, the “Cue-Requested Filings”). On a Calendar Quarterly basis, LGC will invoice Cue for the costs relating to the Cue-Requested Filings and Cue will pay LGC’s invoice within [**] after receipt thereof. |
| (ii) | Cue shall notify LGC at least [**] prior to the relevant filing deadline of all Paris Convention, non-Paris Convention, and PCT National Phase filings if Cue desires that LGC file any such Paris Convention, non-Paris Convention, and/or PCT National Phase filing in any country in the Cue Territory or LGC Territory. |
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18. | Except as expressly amended by this Eighth Amendment, all other terms and conditions of the Agreement shall remain in full force and effect, and are unmodified by this Eighth Amendment. The Agreement, as modified by this Eighth Amendment, contains the entire agreement of the Parties with regard to the subject matter set forth herein and supersedes all prior and contemporaneous agreements and communications, whether oral, written or otherwise, concerning any and all matters contained herein; provided, however, that the Global |
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Agreement shall continue in full force and effect in accordance with its terms. This Eighth Amendment may only be modified or supplemented in a writing expressly stated for such purpose and signed by the Parties. |
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In Witness Whereof, the Parties hereto have caused this Eighth Amendment to be executed and entered into by their duly authorized representatives as of the Eighth Amendment Effective Date.
Cue Biopharma, Inc. |
| LG Chem Ltd. | ||
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By: | /s/ Daniel Passeri |
| By: | /s/ Jeewoong Son |
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Name: | Daniel Passeri |
| Name: | Jeewoong Son |
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Title: | CEO |
| Title: | President |
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