Exhibit
10.10


 


CERTAIN
CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS
BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY
IF DISCLOSED.


 





	S14-157
    MW	Amendment	11/18/2016






AMENDMENT
No 1


 


TO
THE


 


LICENSE
AGREEMENT EFFECTIVE THE 17TH DAY OF NOVEMBER 2015


 


BETWEEN


 


STANFORD
UNIVERSITY


 


AND


 


AKOYA
BIOSCIENCES


 


Effective
the 18th day of November, 2016, 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 Akoya Biosciences, Inc. (“AKOYA”),
a corporation having a principal place of business at 360 Post Street, Suite 601, San Francisco, CA, agree as follows:


 


		1.	BACKGROUND



 


Stanford
and AKOYA are parties to a License Agreement effective the 17th day of November, 2015 (“Original Agreement”) covering
 “Slide-based antibody detection with oligos” disclosed in Stanford docket S14-157, from the laboratory of Dr. Garry
Nolan.


 


Stanford
and AKOYA wish to amend the Original Agreement to add a new patent application disclosed in Stanford docket S16-116 titled “Highly-multiplexed
fluorescent imaging using iterative hybridization/de-hybridization cycles of short oligonucleotides to labeled affinity reagents”
from the laboratory of Dr. Garry Nolan.


 


		2.	AMENDMENT



 


		2.1	Paragraph 2.6
                                         of Original Agreement is hereby deleted in its entirety and replaced with the following:



 


“Licensed
Patent” means Stanford’s: U.S. Provisional Applications Serial Number 62/015,799 filed June 19, 2014 and
Serial Number 62/367,530 filed July 27, 2016; U.S. Patent Application Serial Number 14/560,921, filed December 4, 2014,
PCT Application Serial Number PCT/US15/36763, any U.S. and foreign patent applications corresponding thereto, and any conversions,
divisionals, continuations, substitutions, or reexamination applications, each patent that issues or reissues from any of these
patent applications, any extensions or renewals of any such patents, and any applications claiming priority thereto. Any claim
of an unexpired Licensed Patent is presumed to be valid unless it has been held to be invalid by a final judgment of a court of
competent jurisdiction from which no appeal can be or is taken. Neither Party will file CIP applications without other Party’s
prior written consent.




    Page 1 of 5


     


    
CERTAIN
CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS
BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY
IF DISCLOSED.


 





	S14-157
    MW	Amendment	11/18/2016








		2.2	Paragraph 7.6
                                         of Original Agreement is hereby deleted in its entirety and replaced with the following



 


License
Maintenance Fee. Beginning on the first anniversary of the Effective Date, and each anniversary thereafter, AKOYA will pay
Stanford yearly license maintenance fees as follows:


 


		(A)	$20,000 each Effective Date anniversary until first commercial sale of a
                                                                                                                                                                                                                   Licensed Instrument. For sake of clarity, a commercial sale does not include the sale(s) of an alpha or beta instrument for purposes
                                                                                                                                                                                                                   of obtaining user feedback for further product development;



 


		(B)	$40,000 each Effective Date anniversary thereafter until 2022 Effective Date
                                                                                                                                                                                                                   anniversary, 2022 or when AKOYA reaches cumulative Net Sales of $[***], whichever occurs earlier; and



 


		(C)	$50,000 each Effective Date anniversary thereafter.



 


Yearly
maintenance payments are nonrefundable, but they are creditable each year as described in Section 7.12.


 


		2.3	Paragraph 7.7
                                         will be amended to include:



 


7.7(C)
$[***]upon first to issue of Licensed Patents claiming priority to US provisional Application Serial Number [***].


 


		2.4	Appendix
                                         A will be deleted and replaced by the attached Appendix A.



 


		3.	OTHER
                                         TERMS



 


		3.1	Within
                                         30 days following execution of this Amendment, AKOYA will pay to Stanford a one-time
                                         noncreditable, nonrefundable payment of $[***].



 


		3.2	All
                                         other terms of the Original Agreement remain in full force and effect.



 


		3.3	The
                                         parties to this document agree that a copy of the original signature (including an electronic
                                         copy) may be used for any and all purposes for which the original signature may have
                                         been used. The parties further waive any right to challenge the admissibility or authenticity
                                         of this document in a court of law based solely on the absence of an original signature.





    Page 2 of 5


     


    
CERTAIN
CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS
BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY
IF DISCLOSED.


 





	S14-157
    MW	Amendment	11/18/2016





The
parties execute this Amendment No 1 by their duly authorized officers or representatives.


 





	 	THE BOARD OF TRUSTEES OF THE
	 	LELAND STANFORD JUNIOR UNIVERSITY
	 	 	 	 
	 	Signature:	 	/s/ Luis
    R. Mejia
	 	Name:	 	Luis
    R. Mejia
	 	Title:	 	Associate
    Director, OTL
	 	Date:	 	November
    18, 2016
	 	 	 	 
	 	AKOYA BIOSCIENCES, INC.
	 	 	 	 
	 	Signature:	 	/s/ Rob
    C. Hart
	 	Name:	 	Rob C.
    Hart
	 	Title:	 	Chief
    Financial Officer
	 	Date:	 	November
    18, 2016






    Page 3 of 5


     


    

CERTAIN
CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS
BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY
IF DISCLOSED.


 





	S14-157
    MW	Amendment	11/18/2016






Appendix
A - Milestones


 


	Milestone	 	Date
	1.
Hire executive to be responsible for product development 
	 	60
    days after Effective Date
	2.
Develop working prototype of Codex 1 Instrument 
	 	Q4
    2016
	3.  Develop
    working prototype of Codex 2 instrument	 	Q4
    2017
	4.  Raise
    additional funds to support Codex 2 (and Codex 1) commercialization	 	Q4
    2017
	5.  Place
    Codex 1 beta instrument in academic laboratory	 	Q1
    2018
	6.  Place
    Codex 2 beta instrument in academic laboratory	 	Q4
    2018
	7.  Develop
    Codex 1 instrument to be able to analyze 40 parameters per cell	 	01
    2019
	8.  First
    commercial sale of Codex 1 instrument	 	Q3
    2019
	9.  Develop
    Codex 2 specific panels of antibodies/reagents for two applications	 	Q4
    2019
	10.  Secure
    distributor for European market	 	Q3
    2019
	11.  First
    commercial sale of Codex 2 instrument	 	Q4
    2020
	12.  First
    commercial sale of Licensed Product instrument to clinical diagnostics lab	 	Q42021
	13.  Establish
    laboratory to offer commercial access to technology via service offering	 	Q1
    2021
	14.  Achieve
    at least $[***]of cumulative revenue	 	FYE
    2022






    Page 4 of 5


     


    

CERTAIN
CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS
BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY
IF DISCLOSED.


 





	S14-157
    MW	Amendment	11/18/2016






Note
        that Codex 1 refers to the technology that is described in Licensed Patent, U.S. Provisional Application Serial Number
        62/015,799 filed June 19, 2014 and Codex 2 refers to the technology that is described in Licensed Patent, U.S. Provisional
        Application Serial Number 62/367,530 filed July 27, 2016. 


 


Should AKOYA fail to meet
any of the above milestones, AKOYA and Stanford agree to meet to negotiate commercially reasonable modifications to such milestone.
However, if Stanford and AKOYA are not able to come to agreement on such commercially reasonable modifications within a 2 month
period starting upon AKOYA notifying Stanford that it would like to re-negotiate such milestones, then the original milestones
will remain. In addition, AKOYA and Stanford agree that once AKOYA has achieved the final milestone, the two parties will come
together to discuss additional sales or other milestones that will ensure that both the Codex 1 and Codex 2 technology is continued
to be offered for the public’s use and benefit.  





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