EX-10.12



 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and
filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 
 Exhibit
10.12 
 Amendment No. 1 

(hereinafter the “Amendment No. 1”) 

to the Technology Transfer, Clinical Supply Agreement 

dated October 23, 2012, 

(hereinafter the “Agreement”) 
 between

 Versartis, Inc. 
 275 Shoreline Drive 

Suite 450 
 Redwood Shores, CA USA 94065 

(hereinafter called “VERSARTIS”) 
 and 

Boehringer Ingelheim RCV GmbH & Co KG 
 [*]

 (hereinafter called “BI RCV”). 
 Preamble

 Whereas, the Agreement has been concluded between VERSARTIS and BI RCV regarding the manufacture of VRS-317. 

Whereas, the Parties intend on continuing their good relationship and are now desirous to perform additional cGMP fill and finish and drug substance services
under the 

  
 1. 








 
Agreement, but the Services anticipated under the Agreement did so far only cover the certain manufacture of VRS-317 as bulk drug substance. 

Therefore, the Parties agree that hereby (i) BI RCV shall provide such additional cGMP fill and finish work as described in this Amendment No. 1;
and (ii) the Appendices 1 through 8 of the Agreement shall be updated to reflect these additional cGMP fill and finish and additional bulk drug substance services. 
  

	1.	The Parties agree that Appendix 2 (“Project Plan (BI Services and Prices)”) as attached to the Agreement shall be updated and be replaced in its entirety by Exhibit B to this Amendment No. 1
(“Project Plan (BI Services and Prices)”), which shall become the new Appendix 2 to the Agreement. 

  

	2.	The Parties agree that the fill & finish and additional drug substance services set forth in Appendix 2 are considered part of the Services and firmly ordered. The Parties shall agree on the timelines for the
cGMP manufacture of drug product set forth in such Appendix 2 in good faith after signature of this Amendment No. 1. VERSARTIS acknowledges and agrees that the manufacture of drug product according to Appendix 2 is under the condition precedent
that sufficient drug substance is available at BI RCV. 

  

	3.	Equally, the Parties agree that Appendices 1, 3, 4, 5, 6 and 8 as attached to Agreement shall be updated and be replaced in their entirety by Exhibits A, C, D, E, F and H to this Amendment No. 1, which shall become
the new Appendices 1, 3, 4, 5, 6 and 8, respectively. 

  

	4.	The Quality Agreement (QA, Exhibit G), as updated November 20, 2013 shall replace the existing Appendix 7 in its entirety. 

  

	5.	This Amendment No. 1 shall take effect as of October 1, 2013 (“Effective Date”) and as far as not amended herein, the Agreement remains in full force and effect and - for the avoidance of doubt - all
terms and conditions, as far as not amended herein, shall apply to the manufacture of Product in the form of drug product accordingly. 


  
 [*] = Certain confidential
information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 


  
 2. 








 Vienna, 21 Jan, 2014 

Boehringer Ingelheim RCV GmbH & Co KG 
  

					
	i.V.	 		 	ppa.
			
	 [*]
	 		 	 [*]

	 [*] 
	 		 	 [*] 

		 		 	

 Redwood Shores, CA, 14 Dec, 2013 

Versartis, Inc. 
  

	
	 /s/ Jeffrey Cleland

	Dr. Jeffrey Cleland
	CEO

 List of Exhibits: 
  

			
	Exhibit A:	  	[*] and Versartis Deliverables (incl. Requirements for Versartis Deliverables) and assumptions
		
	Exhibit B:	  	Project Plan (BI Services and Prices)
		
	Exhibit C:	  	Project Timeline
		
	Exhibit D:	  	Payment Schedule
		
	Exhibit E:	  	[*] agreed by the Parties (to be attached upon agreement of the Parties)


  
 [*] = Certain confidential
information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 


  
 3. 









			
		
	Exhibit F:	  	Members of the Project Team, Steering Committee and Chief Executive Officers
		
	Exhibit G:	  	Quality Agreement (to be added)
		
	Exhibit H:	  	Testing of [*] from Versartis


  
 [*] = Certain confidential
information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 


  
 4. 








 Exhibit A: 

[*] and Versartis Deliverables (incl. Requirements for Versartis Deliverables) and assumptions 

[*] 

  
 [*] = Certain confidential
information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 


  
 5. 








 Exhibit B: Project Plan (BI Services and Prices) 

Remark: “(done)” means work completed by BI RCV, invoiced to Versartis 
  

									
	 Price
basis
	  	 Activities / Services included
	  	Price [Euro]	 	 	 BI RCV deliverables

	 [*]
	  	 •       [*]
	  	 	[*	] 	 	 •       [*]


 [*] 

  
 [*] = Certain confidential
information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 


  
 6. 








 Exhibit C: Project Plan and Timeline 

[*] 

  
 [*] = Certain confidential
information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 


  
 7. 








 Exhibit D: Payment schedule 

[*] 

  
 [*] = Certain confidential
information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 


  
 8. 








 Exhibit E: [*] agreed by the Parties (to be attached upon agreement of the Parties) 

[*] 

  
 [*] = Certain confidential
information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 


  
 9. 








 Exhibit F: Members of the Project Team, Steering Committee and Chief Executive Officers 

 

					
	 Project Manager BI RCV
	 	 	  	 Versartis

	[*]	 		  	[*]
			
	 Project Team BI RCV
	 	 	  	 Versartis

	[*]	 		  	[*]
			
	 Steering Committee BI RCV
	 	 	  	 Steering Committee Versartis

	[*]	 		  	[*]

 Further participants from BI RCV in SCs: [*]. 

Further participants from Versartis in SCs: [*] 

  
 [*] = Certain confidential
information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 


  
 10. 








 Exhibit G: Quality Agreement 

Quality agreement to be attached. 

  
 [*] = Certain confidential
information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 


  
 11. 








 Exhibit H: Testing of [*] from Versartis 

 

			
	 Method
	  	 Specification

	[*]	  	[*]


  
 [*] = Certain confidential
information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 


  
 12.