EX-10.9





 Exhibit 10.9 

AMENDMENT NO. 1 
 TO THE LICENSE
AGREEMENT 
 BETWEEN LUPA BIO, INC. AND 

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA 
 This
Amendment No. 1 to the License Agreement (this “Amendment No. 1”) is entered into by and between Lupa Bio, Inc. (hereinafter “LICENSEE”) and the Regents of the University of California (“UNIVERSITY”)
represented by its San Diego campus (“UC San Diego”), each referred to herein as a “Party”, or collectively as the “Parties”. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in
the License Agreement. 
 WHEREAS, and the University entered into a License Agreement, UC San Diego Control Number 2019003-0146 (the
“Agreement”) effective October 10, 2018 (“Effective Date”) whereby LICENSEE obtained certain rights from University for Therapeutic Products. 

WHEREAS, the Parties now wish to amend the Agreement, to be effective upon the date of last signature of this Amendment No. 1 (“Amendment
No. 1 Effective Date”), to modify certain terms in the Agreement. 
 NOW, THEREFORE, the Parties hereto agree as follows: 

With respect to the Preamble 
 The address of
LICENSEE shall be changed to: [***]. 
 Article 3. CONSIDERATION (d) shall be deleted and replaced with: 

(d) an earned royalty of [***] percent ([***]) on Net Sales of Licensed Products [***]; and [***] percent ([***]%) royalty on sales of Licensed Products that
utilize Technology, but not Patent Rights by LICENSEE, Sublicensees, and/or Affiliates; 
 Article 4.1. Reports (b), last paragraph shall be deleted
and replaced with: 
 If no sales of Licensed Products have been made and no Sublicense revenue has been received by LICENSEE during any reporting
period, LICENSEE shall so report. The reports referred to in this Paragraph 4.1(b) should be marked with the following title and case number: “License Agreement between UC SAN DIEGO and Lupa Bio, Inc. for case number SD2018-048.” Reports shall be submitted as an attachment to UC SAN DIEGO’s email address: oic-reports@ucsd.edu. 

Article 10. MISCELLANEOUS PROVISIONS (c) 

Licensee’s address shall be changes as follows: 












 If sent to LICENSEE: 

Lupa Bio, Inc. 
 [***] 

[***] 
 Attention: [***] 

Phone: [***] 
 Email: [***] 

Exhibit D-Due Diligence shall be deleted and replaced with: 

 

					
	 Milestone
	  	 Due Date
	  	 Status

			
	[***]	  	[***]	  	[***]
			
	[***]	  	[***]	  	[***]
			
	[***]	  	[***]	  	[***]
			
	[***]	  	[***]	  	[***]
			
	[***]	  	[***]	  	[***]
			
	[***]	  	[***]	  	[***]
			
	[***]	  	[***]	  	[***]
			
	[***]	  	[***]	  	[***]













 Capitalized terms shall have the meaning assigned to them in the License Agreement. Except as expressly and
unambiguously stated herein, no other changes are made to the License Agreement. All other terms and conditions of the License Agreement shall remain in full force and effect. The License Agreement and this Amendment No.1constitute the entire
understanding of the parties with respect to the subject matter hereof and supersede any prior understanding, oral or written, between the parties with respect thereto. The License Agreement and Amendment No.1 shall be governed in all respects by
the laws of the State of California without regard to its conflict of laws provisions. 
 The parties agree that this Amendment No. 1 may be executed
electronically and in two (2) or more counterparts each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. 

IN WITNESS WHEREOF, each of the parties has caused this Amendment No. 1 to the License to be executed by a duly authorized representative. 

 

							
	LUPA BIO, INC.:	  	THE REGENTS OF THE UNIVERSITY OF CALIFORNIA:
				
	By:	 	 /s/ Alex Martinez
	  	By:	 	 /s/ David Gibbons

	Name: Alex Martinez	  	David Gibbons
	Title: CEO	  	Associate Director
				
	Date:	 	10/10/2019	  	Date:	 	10/10/2019