Exhibit
10.1


 


Redactions with respect to certain portions
hereof denoted with “***”


 


AMENDMENT
OF LICENSE AGREEMENT


 


This
Amendment of License Agreement (this “Amendment”) is made as of January 22, 2021 (the “Amendment Effective
Date”), by and between The Wistar Institute of Anatomy and Biology, a nonprofit corporation organized and existing under
the laws of the Commonwealth of Pennsylvania located at 3601 Spruce Street, Philadelphia, Pennsylvania 19104 (“Wistar”),
and Certainty Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware with principal
offices located at 3150 Almaden Expressway, Suite 250, San Jose, California 95118 (“Company”).


 


RECITALS


 


A.
Reference is made to that certain License Agreement dated November 13, 2017 by and between Wistar and Company (the “Agreement”).
Capitalized terms used but not otherwise defined herein shall have the respective meanings given in the Agreement.


 


B.
Wistar and Company desire to enter into this Amendment for purposes of amending the Agreement as set forth herein.


 


Now,
therefore, in consideration of the premises and mutual covenants contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:


 


1.
Amendment of the Agreement.


 


(a)
Section 1.53 of the Agreement is hereby amended to include the following new sentence at the end of such section:


 


“Notwithstanding
anything to the contrary in this Agreement, the engagement by Company, at any time on or after the Effective Date, of a third
party (including Roswell Cancer Center, H. Lee Moffitt Cancer Center or third parties working under the direct supervision of
H. Lee Moffitt Cancer Center and/or Company) that authorizes such third party to practice under the Licensed Patents or use Licensed
Technical Information solely to perform research or development or other activities for or on behalf of Company on a fee-for-service
basis (and without payment to Company of any consideration in the form described under the definition of Non-Royalty Sublicensing
Income) shall not be deemed to be a Sublicense for purposes of this Agreement.”


 


(b)
Section 4.2.3 of the Agreement is hereby amended and restated to read in its entirety as follows:


 


***


 


(c)
Section 4.2.4 of the Agreement is hereby amended and restated to read in its entirety as follows:


 


***


 




    	 



    	 



    

 


2.
Miscellaneous.


 


(a)
Except as expressly amended herein, the Agreement shall remain in full force and effect.


 


(b)
This Amendment shall be construed, governed, interpreted and applied in accordance with the laws of the Commonwealth of Pennsylvania,
without giving effect to conflict of law principles.


 


(c)
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against the party whose
signature appears thereon, but all of which taken together shall constitute but one and the same instrument. Counterpart signatures
delivered via facsimile or e-mail in PDF or similar electronic format shall have the same binding effect as original signatures.


 


(The
remainder of this page is intentionally left blank. The signature page follows.)


 




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In
witness whereof, the parties hereto have duly executed this Amendment as of the Amendment Effective Date.


 


	THE
    WISTAR INSTITUTE OF ANATOMY AND BIOLOGY	 	CERTAINTY
    THERAPEUTICS, INC.
	 	 	 	 	 
	By:	/s/
    Heather Steinman	 	By:	/s/
    Amit Kumar
	Name:	Heather
    Steinman 	 	Name:	Amit
    Kumar
	Title:	Vice
    President for Business	 	Title:	CEO
	 	Development
    & Executive Director,	 	Date:	1/22/21
	 	Technology
    Transfer	 	 	 
	Date:	01/22/2021	 	 	 


 




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