EX-10.13B





 Exhibit 10.13B 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such
excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. 
 AMENDMENT TO
EXCLUSIVE LICENSE 
 AMENDMENT TO EXCLUSIVE LICENSE 

BETWEEN 
 BERKELEY
LIGHTS, INC. 
 AND 

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA 

FOR 
 OPTOELECTRONIC
TWEEZER TECHNOLOGY 
 This AMENDMENT TO EXCLUSIVE LICENSE (“Amendment”) is made and entered into this 14th day of March, 2016 (“Effective
Date”), by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, whose legal address is 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through its Office of Technology Licensing, at the
University of California, Berkeley, 2150 Shattuck Avenue, Suite 510, Berkeley, California 94720-1620 (“REGENTS”) and BERKELEY LIGHTS, INC., a Delaware corporation with a principal place of business at 5858 Horton Street, Suite 320,
Emeryville, California 94608 (“LICENSEE”). 
 REGENTS and LICENSEE are parties to that certain Exclusive License for Optoelectronic Tweezer
Technology effective October 25, 2011 (the “Exclusive License”), and wish to amend the Exclusive License to memorialize their mutual understanding and agreement regarding the addition to the Exclusive Licensee of certain INVENTIONS
and REGENTS’ PATENT RIGHTS, and the confirmation of LICENSEE’s royalty obligation. 
 Accordingly, in consideration of the premises and the mutual
covenants herein set forth, REGENTS and LICENSEE agree as follows: 
  

	 	1.	 All capitalized terms used herein shall have the meaning given to such terms in the Exclusive License, unless
otherwise specifically defined in, or modified by, this Amendment. 


  

	 	2.	 LICENSEE shall pay REGENTS a one-time fee of US $[***], as
consideration for the amendments, including the amendments set forth in Sections 3.a. and 3.b., below. 


  

	 	3.	 The Exclusive License is amended as follows: 



3.a    Section 1.1 is amended to include the following paragraph, immediately after the paragraph beginning [***]: 

[***]. 

3.b    Section 2.1 is amended to include the following heading and paragraph, immediately after the paragraph beginning
[***]: 
 [***]; 

  
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 3.c    Section 2.12 is amended as follows to include the language
highlighted by double-underscore: 
 “NET SALES” means [***] by LICENSEE for SALES of LICENSED PRODUCTS, LICENSED SERVICES,
and LICENSED METHODS, less the sum of the following deductions where applicable: early payment, trade or quantity discounts; sales, use, tariff, import/export duties or other excise taxes when included in gross sales (including value added taxes
(“vat”) to the extent that such vat is incurred and not reimbursed, refunded, or credited under a tax authority), but not taxes based on net income derived from such sales; transportation, packing and insurance charges; and allowances or
credits made for rejections, returns or uncollectable accounts. For purposes of calculating NET SALES, a SALE to a sublicensee for end use by the sublicensee will be treated as a SALE, and not as a sublicense generating SUBLICENSING INCOME.
Furthermore, for purposes of calculating NET SALES associated with provision of LICENSED SERVICES, the amount received by LICENSEE for such LICENSED SERVICES shall be the portion of the gross amount received by LICENSEE for such LICENSED SERVICES
that is [***] to the contributions of the LICENSED PRODUCTS and/or LICENSED METHODS. 
 3.d    Section 2.14 is amended as
follows to include the language highlighted by double-underscore: 
 “SUBLICENSING INCOME” means [***] in respect of
royalties received by LICENSEE, to the extent attributable to the grant of sublicenses of REGENTS’ PATENT RIGHTS. SUBLICENSING INCOME does not include [***] by LICENSEE for SALES of LICENSED PRODUCTS, LICENSED SERVICES, and/or LICENSED
METHODS to an end user where such SALES are accompanied by the grant of a sublicense to use the LICENSED PRODUCTS, LICENSED SERVICES, and/or LICENSED METHODS. 
  

	 	4.	 Upon and after the effectiveness of this Amendment, each reference to the “Exclusive License”,
“hereunder”, “hereof” or words of like import referring to the Agreement shall mean and be a reference to the Exclusive License as modified and amended hereby. 



 

	 	5.	 Except as expressly amended hereby, all terms of the Exclusive License shall remain unchanged and the Exclusive
License shall remain in full force and effect. If there is any inconsistency or conflict between this Amendment and the Exclusive License, the provisions of this Amendment shall govern and control. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment shall be binding upon, and shall inure to the benefit of the parties hereto and their respective
successors and assigns. 



  
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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized officers or
representatives. 
  

									
	 THE REGENTS OF THE

UNIVERSITY OF CALIFORNIA
	 		 	BERKELEY LIGHTS, INC.
					
	By:	 	 /s/ Irvin J. Mettler
	 		 	By:	 	 /s/ Igor Khandros

		 	Irvin J. Mettler, Ph.D.	 		 		 	Igor Khandros
		 	Associate Director	 	     
	 		 	Chief Executive Officer
		 	Office of Technology Licensing	 		 		 	
					
	Date:	 	March 17, 2016	 		 	Date:	 	March 17, 2016


  
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