Exhibit 10.2
[***] = INFORMATION HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT ARCUS BIOSCIENCES, INC. TREATS AS PRIVATE OR CONFIDENTIAL
July 1, 2022
Arcus Biosciences, Inc.
3928 Point Eden Way
Hayward, CA 94545
Attention: General Counsel
Re: Collaboration on Gilead’s CD73 program
Dear Ladies and Gentlemen:
The letter agreement (“Letter Agreement”) makes reference to that certain Option, License and Collaboration Agreement (the “OLCA”), entered into as of May 27, 2020, as amended November 17, 2021, by and between Arcus Biosciences, Inc. (“Arcus”) and Gilead Sciences, Inc. (“Gilead”). Gilead and Arcus are referred to herein individually as a “Party” and collectively as “Parties.” Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the OLCA to the extent defined therein.
As of the Option Exercise Closing for the CD73 Program (the “Arcus CD73 Program”), Gilead and Arcus are and have been collaborating on, among other things, the Development of the Arcus CD73 Program pursuant to the OLCA. Separately, Gilead has been developing its own internal program Directed To CD73 (the “Gilead CD73 Program”), which, for clarity, has been developed by Gilead outside of the Arcus CD73 Program being Developed by the Parties under the OLCA. The Parties now desire to collaborate on the Gilead CD73 Program (and continue to collaborate on the Arcus CD73 Program) in order to advance the development of each Party’s compounds and products Directed To CD73 on the terms and conditions set forth herein, and the Parties hereby agree as follows:
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If Arcus does not elect to continue the Gilead CD73 Program, the Gilead CD73 Program shall not revert to Arcus pursuant to Section 14.7(c) of the OLCA and shall remain with Gilead subject to the terms and conditions of this paragraph. If Gilead subsequently (a) [***] or (b) [***] Gilead shall promptly notify Arcus in writing. If Gilead decides [***], the Parties will discuss and negotiate in good faith [***]. If Gilead decides [***] the Parties will discuss and negotiate in good faith [***]. If the Parties are unable to agree [***], then such matter shall be determined pursuant to Section 15.2(a) and Section 15.2(d) of the OLCA. For the avoidance of doubt, if the terminated Gilead CD73 Program is (i) [***] or (ii) [***], in each case of (i) or (ii), the Gilead CD73 Program shall continue to no longer be an Optioned Program.
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For the avoidance of doubt, the licenses granted by Gilead to Arcus under Section 14.7(c)(i) of the OLCA with respect to the Arcus CD73 Program and Adenosine Receptor Program shall be royalty-free, fully paid and perpetual.
Except as expressly set forth in this Letter Agreement, the terms and conditions of the OLCA shall remain in full force and effect. This Letter Agreement shall be governed by all of the terms (except as amended by this Letter Agreement) of the OLCA, including, without limitation, Sections 15.1(a) and (b), 15.2(a), (c) and (e), 15.3 – 15.6, 17.2, 17.4, 17.5, 17.8 – 17.13 of the OLCA which are incorporated herein by reference (treating any reference to “Agreement” therein as a reference to “Letter Agreement” instead). This Letter Agreement, together with the OCLA, sets forth the complete, final and exclusive agreement and all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings between the Parties existing as of the date hereof with respect to the subject matter hereof and thereof. There are no covenants, promises, agreements, warranties, representations, conditions or understandings, either oral or written, between the Parties other than as are set forth herein and therein. No subsequent alteration, amendment, change or addition to this Letter Agreement shall be binding upon the Parties unless reduced to writing and signed by an authorized representative of each Party. This Letter Agreement may be executed by facsimile (including a PDF image delivered via e-mail) or electronically transmitted signatures and such signatures shall be deemed to bind each Party hereto as if they were original signatures.
Please confirm your acceptance of and agreement to the foregoing by providing your signature below and returning a fully-executed copy of this Letter Agreement.
[signature page follows]
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Sincerely,
Gilead Sciences, Inc.
By: /s/ Devang Bhuva
Name: Devang Bhuva
Title: SVP, Corporate Development
Accepted and agreed:
Arcus Biosciences, Inc.
By: /s/ Juan Jaen
Name: Juan Jaen
Title: President
[Signature Page to Letter Agreement re Gilead CD73 Program]