a200602_pirs-sgen1stamen






    AMENDMENT NO. 1 TO THE FEBRUARY 8, 2018 LICENSE AND COLLABORATION                                     BY AND AMONG        PIERIS PHARMACEUTICALS, INC. AND PIERIS PHARMACEUTICALS GMBH                                          AND                                 SEATTLE GENETICS, INC.            This amendment to the license and collaboration agreement (the “Amendment No. 1”) is      entered into as of June 2, 2020 (the “Amendment No. 1 Effective Date”) by and among Pieris      Pharmaceuticals, Inc., a Nevada corporation located at 255 State Street, 9th floor, Boston, MA      02109 and Pieris Pharmaceuticals GmbH, a company organized and existing under the laws of      Germany located at Zeppelinstrasse 3, 85399, Hallbergmoos, Germany (collectively and together      with their Affiliates, “PIRS”), and Seattle Genetics, Inc., a Delaware corporation located at      21823 30th Drive SE, Bothell, WA 98021 (together with its Affiliates, “SGEN”).  SGEN and      PIRS are individually referred to herein as a “Party” and collectively, as the “Parties”.                                      RECITALS            WHEREAS, on February 8, 2018, the Parties entered into the License and Collaboration      Agreement (the “Collaboration Agreement”) to grant to each other licenses to certain patents      and know-how in order to research, develop, manufacture, and commercialize certain novel      products in accordance with the Collaboration Agreement; and            WHEREAS, the Parties wish to amend the Collaboration Agreement by this Amendment      No. 1 in order to extend the timeframe by which SGEN shall nominate the second and third      SGEN Antibody Targets in exchange for the consideration set forth herein.              NOW, THEREFORE, in consideration of the promises and mutual covenants herein,      and for other good and valuable consideration, the receipt and sufficiency of which are hereby      acknowledged, the Parties agree as follows:      1.    Research and Development           1.1 Second and Third SGEN Antibody Targets. The Parties hereby agree to extend the            deadline designated under Section 4.1.1.3 of the Collaboration Agreement for SGEN to            nominate the second and third SGEN Antibody Targets, such that SGEN shall now            nominate the second SGEN Antibody Target and third SGEN Antibody Target by [***].            For avoidance of doubt, SGEN shall continue to be obligated to nominate the [***] but            shall not be obligated to nominate the [***].           1.2 Go/No-Go DP. Notwithstanding anything to the contrary in the Collaboration            Agreement, the Parties agree that the [***] as specified in Section 7.4 of the            Collaboration Agreement for the Research Candidate targeting [***] and [***] is deemed            achieved as of [***] such that (a) such Research Candidate shall become a Collaboration            Product effective upon payment of the Go/No-Go Decision Fee and (b) SGEN shall pay            the Go/No-Go Decision Fee  [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN  OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY  DISCLOSED.





 






         within [***] days of receipt of the applicable invoice from PIRS on or after [***]. The           Parties further agree that this Amendment No. 1 serves as the written notice required for           notification of the [***] under Section 1.114 (i) of the Collaboration Agreement. For           clarity, all provisions of the Collaboration Agreement relating to Collaboration Products           (including but not limited to Section 4.4.2.3, relating to SGEN’s sole discretion to issue           (or not issue) an Option Notice for the [***] Collaboration Product to reach the CoDev           Decision Point) shall continue to apply.            1.3 Press Release. In the event PIRS decides to issue a press release pursuant to Section           13.4.2(b), or the last sentence of Section 13.4.2, of the Collaboration Agreement, the           Parties agree to commence drafting by no later than [***], with the goal of finalizing a           mutually approved press release no later than [***].         2. Miscellaneous          2.1 Capitalized Terms. Unless defined in this Amendment No. 1, capitalized terms shall          have the same meaning as that attributed to them in the Collaboration Agreement.           2.2 Written Amendment. The Parties acknowledge that this is an amendment to the          Collaboration Agreement reduced to writing and signed by the respective authorized          officers of the Parties as set forth in Section 17.12 of the Collaboration Agreement.           2.3 Effectiveness. The Amendment No. 1 shall enter into force as of its Amendment No.          1 Effective Date.          2.4 Entire Agreement. As of the Amendment No. 1 Effective Date, this Amendment No.          1 shall form an integral part of the Collaboration Agreement. Except as explicitly and          specifically modified and amended herein, all of the terms, provisions, requirements and          specifications contained in the Collaboration Agreement remain in full force and effect.   [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN  OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY  DISCLOSED.





 






IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be executed by  their duly authorized representatives.    _________________________              __________________________ Stephen S. Yoder                       Clay B. Siegall, Ph.D.  President & CEO                        President & CEO  Pieris Pharmaceuticals, Inc.           Seattle Genetics, Inc.    _________________________ Stephen S. Yoder  Managing Director Pieris Pharmaceuticals GmbH