Second Amendment to Public Health Service Patent License Agreement



 Exhibit 10.13.2 
 [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934,
as amended. 
 PUBLIC HEALTH SERVICE 
 SECOND AMENDMENT TO PATENT LICENSE AGREEMENT — EXCLUSIVE 
 (LICENSE NUMBER: L-127-2007/0) 
 (AMENDMENT NUMBER:
L-127-2007/2) 
 This is the second amendment (“Second Amendment”) of the Patent License
Agreement—Exclusive by and between the National Institutes of Health (“NIH”) or the Food and Drug Administration (“FDA”), hereinafter singly or collectively referred to as agencies of the United States
Public Health Service (“PHS”) within the Department of Health and Human Services (“HHS”), and GlobeImmune, Inc., having an effective date of June 12, 2007 and having NIH Reference Number L-127-2007/0
(“Agreement”). This Second Amendment, having NIH Reference Number L-127-2007/2, is made between the PHS through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite
325, Rockville, Maryland 20852-3804, U.S.A., and GlobeImmune, Inc., having an office at 1450 Infinite Drive, Louisville, Colorado 80027 (“Licensee”). This Second Amendment includes, in addition to the amendments made below, a
Signature Page and Attachment 1 (Royalty Payment Information). 
 WHEREAS, PHS and Licensee desire that the Agreement be
amended a second time in order to amend the Licensed Patent Rights, as set forth herein. 
 NOW, THEREFORE, in consideration of the
mutual covenants and promises contained herein, PHS and Licensee, intending to be bound, hereby mutually agree to the following: 
  

	1)	The following Patent(s) or Patent Application(s) shall be deleted in their entirety from the paragraphs on the cover page under the subheading titled “Serial
Number(s) of Licensed Patent(s) or Patent Application(s);” and the paragraphs in Appendix A under the subheading “Patent(s) or Patent Applications(s)” of the Agreement and as set forth in the First Amendment.[*]


  

	2)	The following Patent(s) or Patent Application(s) shall be added, as per Licensee’s letter to PHS dated July 8, 2011, to the cover page under the
subheading titled “Serial Number(s) of Licensed Patent(s) or Patent Application(s):” and in Appendix A under the subheading “Patent(s) or Patent Applications(s)” of the Agreement.:[*] 


 

	3)	In the event any provision(s) of the Agreement is/are inconsistent with Attachment 1, such provision(s) is/are hereby amended to the extent required to avoid
such inconsistency and to give effect to the payment information in such Attachment 1. 

  

	4)	All terms and conditions of the Agreement (as amended by the First Amendment) not herein amended remain binding and in effect. 


 

	5)	The terms and conditions of this Second Amendment shall be null and void, unless this Second Amendment is executed by the Licensee and a fully
executed original is received by PHS within sixty (60) days from the date of PHS signature found at the Signature Page 

  

	6)	This Second Amendment is effective upon execution by all parties. 

 SIGNATURES BEGIN ON NEXT PAGE 
 A-314-2011 

 

					
	CONFIDENTIAL	  		  	
	 First Amendment of L-127-2007/0
	  	GlobeImmune, Inc. [October 6, 2011]	  	
	 Model 09-2006 (updated 1-2008)
	  	 Page
 1
 of 5	  	L-127-2007/2









 [*] = Certain confidential information contained in this document, marked by brackets,
is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 
  

 SECOND AMENDMENT TO PATENT LICENSE AGREEMENT —
EXCLUSIVE 
 (LICENSE NUMBER: L-127-2007/0) 

(AMENDMENT NUMBER: L-127-2007/1) 
 SIGNATURE PAGE 
 In Witness Whereof, the parties have executed this Second Amendment
on the dates set forth below. 
  

					
	For PHS:	 		 	
			
	/s/ Richard U. Rodriguez	 		 	10-21-11
	 Richard U. Rodriguez
 Director,
Division of Technology Development and Transfer
 Office of Technology Transfer
 National Institutes of Health
	 		 	Date
	
	  
 Mailing Address or E-mail Address for Agreement
notices and reports:
  
 Chief, Monitoring & Enforcement Branch,
DTDT
 Office of Technology Transfer

National Institutes of Health
 6011 Executive
Boulevard, Suite 325
 Rockville, Maryland 20852-3804 U.S.A.
  

E-mail: LicenseNotices_Reports@mail.nih.gov

 

	For GlobeImmune:	 		 	
			
	 /s/ Timothy C. Rodell M.D.
	 		 	31 Oct ‘11
	 Timothy C. Rodell M.D.

 
 President & Chief Executive
Officer
 GlobeImmune, Inc.
	 		 	Date

  

	 	I.	Official and Mailing Address for Agreement notices: 

 Kirk Christoffersen 
 Name 

Senior Director Corporate Development 
 Title 
 Mailing Address: 

1450 Infinite Dr. 

Louisville CO 80027 
 USA 

  
 A-314-2011 

 

					
	CONFIDENTIAL	  		  	
	 First Amendment of L-127-2007/0
	  	GlobeImmune, Inc. [October 6, 2011]	  	
	 Model 09-2006 (updated 1-2008)
	  	Page 2 of 5	  	L-127-2007/2










 [*] = Certain confidential information contained in this document, marked by brackets,
is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 
  


			
	 Email Address:
	  	kirkc@globeimmune.com
	 Phone:
	  	1.303.625.2777
	 Fax:
	  	1.303.625.2710
	
	 II.     Official and Mailing Address for Financial notices (Licensee’s contact
person for royalty payments)

	
	 Jeff
Dekker                                

	 Name
	  	
	
	 Vice President Finance            

	 Title
	  	
	
	 Mailing Address:

	
	 1450 Infinite Dr.

	 Louisville CO 80027
	  	
	 USA
	  	
		
	 Email Address:
	  	jeff.dekker@globeimmune.com
		
	 Phone:
	  	1.303.625.2744
		
	 Fax:
	  	1.303.625.2710

 Any false or misleading statements made, presented, or submitted to the Government, including any relevant
omissions, under this Agreement and during the course of negotiation of this Agreement are subject to all applicable civil and criminal statutes including Federal statutes 31 U.S.C. §§3801-3812 (civil liability) and 18
U.S.C. §1001 (criminal liability including fine(s) or imprisonment). 

  
 A-314-2011 

 

					
	CONFIDENTIAL	  		  	
	 First Amendment of L-127-2007/0
	  	GlobeImmune, Inc. [October 6, 2011]	  	
	 Model 09-2006 (updated 1-2008)
	  	Page 3 of 5	  	L-127-2007/2










 [*] = Certain confidential information contained in this document, marked by brackets,
is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 
  

 ATTACHMENT 1 – ROYALTY PAYMENT OPTIONS 

The OTT License Number MUST appear on payments, reports and correspondence. 
 Automated Clearing House (ACH) for payments through U.S. banks only 
 The NIH
encourages our licensees to submit electronic funds transfer payments through the Automated Clearing House (ACH). Submit your ACH payment through the U.S. Treasury web site located at: https://www.pay.gov. Locate the “NIH Agency
Form” through the Pay.gov “Agency List”. 
 Electronic Funds Wire Transfers 

The following account information is provided for wire payments. In order to process payment via Electronic Funds Wire Transfer sender MUST supply the
following information within the transmission: 
 Drawn on a U.S. bank account via FEDWIRE should be sent directly to the
following account: 
 [*] 
 Drawn on a foreign bank account should be sent directly to the following account. Payment must be sent in U.S. Dollars (USD) using the following instructions: 

[*] 

  
 A-314-2011 

 

					
	CONFIDENTIAL	  		  	
	 First Amendment of L-127-2007/0
	  	GlobeImmune, Inc. [October 6, 2011]	  	
	 Model 09-2006 (updated 1-2008)
	  	Page 4 of 5	  	L-127-2007/2










 [*] = Certain confidential information contained in this document, marked by brackets,
is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 
  

 Checks 
 All checks should be made payable to “NIH Patent Licensing” 
 Checks
drawn on a U.S. bank account and sent by US Postal Service should be sent directly to the following address: 

National Institutes of Health (NIH) 
 P.O. Box 979071 
 St. Louis, MO 63197-9000 

Checks drawn on a U.S. bank account and sent by overnight or courier should be sent to the following address: 

US Bank 

Government Lockbox SL-MO-C2GL 
 1005 Convention Plaza 
 St. Louis, MO 63101 

Phone: 314-418-4087 
 Checks drawn on a foreign bank account should be sent directly to the following address: 
 National Institutes of Health (NIH) 
 Office of Technology Transfer 

Royalties Administration Unit 
 6011 Executive Boulevard 
 Suite 325, MSC 7660 

Rockville, Maryland 20852 

  
 A-314-2011 

 

					
	CONFIDENTIAL	  		  	
	 First Amendment of L-127-2007/0
	  	GlobeImmune, Inc. [October 6, 2011]	  	
	 Model 09-2006 (updated 1-2008)
	  	Page 5 of 5	  	L-127-2007/2