Exhibit 10.6


 





AMENDMENT NO. 1 TO
THE EXCLUSIVE LICENSE AGREEMENT


 


This Amendment No. 1 (this “Amendment”)
to the Exclusive License Agreement dated March 29, 2017 (the “Agreement”), is executed as of 07 December, 2018
(the “Amendment Effective Date”), by and between Galderma Research & Development SNC, a société
en nom collectif organized under the laws of France having its principal address at Les Templiers, 2400 route des Colles, 06410
Biot, France (“Galderma”), and Clementia Pharmaceuticals Inc., a corporation organized under the federal laws
of Canada having its principal address of 4150 Saint Catherine West, Suite 550, Montreal, Quebec, Canada H3Z2Y5 (“Clementia”).
Each of Galderma and Clementia is sometimes referred to individually herein as a “Party” and collectively as
the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such
terms in the Agreement.


 


WHEREAS, further to the exercise by Clementia
of the Exclusive Commercialization Option (as defined in the Exclusive Evaluation and Option Agreement signed between the Parties
on April 1st, 2016) the Parties have entered into the Agreement;


 


WHEREAS, the Parties have agreed that Clementia
would screen all Licensed Compounds and that Clementia would designate at least one Exclusive Licensed Compounds in early 2019;


 


WHEREAS, Clementia wishes to extend the Clementia
Field with Additional Indications;


 


WHEREAS, in consideration of such extension
of the Clementia Field, Galderma wishes to implement a return mechanism according to which any Licensed Compound, Exclusive Licensed
Compound and/or Indication which is not diligently Developed and/or Commercialized by Clementia would be returned or removed from
the Clementia Field; and


 


WHEREAS, for sake of simplification, the Parties
wish to amend the prosecution and maintenance process of Licensed Patent Rights.


 


NOW, THEREFORE, in consideration of the mutual
covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the Parties hereto, intending to be legally bound, hereby agree as follows:


 


1.       Definitions/Grant
of Licenses


 


The definition of Clementia Field’ in
Section 1.15 of the Agreement is deleted entirely and replaced by the following definition:


 


1.15       “Clementia
Field” means all prophylactic, therapeutic and diagnostic uses for all Indications or conditions which are not part of
Galderma Field.


 


Sections 2.1.l(b); 2.2.2; 2.2.3 and 2.3 of the Agreement are deleted.


 


The following is added to the end of the definition of ‘Exclusive
Licensed Compound’ in Section 1.41 of the Agreement:


 






    


     


    




 


It is understood between the Parties that, in accordance with Section
1.61, if a Licensed Compound is designated as an Exclusive License Compound, all compounds within the applicable Licensed Compound
Family (A, B, C or D), will be covered by the same exclusivity as the Exclusive Licensed Compounds (“Exclusive Licensed
Family”).


 


2.       Development
Program


 


Sections 3.1.1, 3.1.2 and 3.6 of the Agreement
are deleted entirely and replaced as follows:


 


3.1.1       Objective
of the Development Program. No later than 30 June 2019, Clementia shall designate from the Licensed Compounds at least one
Exclusive Licensed Compound for which Clementia shall initiate Development. If at any time during the Term, Clementia wishes to
initiate Development for another Licensed Compound, Clementia shall notify Galderma thereof and such Licensed Compound shall become
an Exclusive Licensed Compound. Each Exclusive Licensed Compound shall be included on the list attached as Schedule 5 to
this Agreement through an amendment to this Agreement signed between the Parties.


 


The objective of the Development Program shall
be the Development by Clementia of Exclusive Licensed Compounds in order to obtain Licensed Products for use in the Clementia Field
in accordance with the Development Plan.


 


3.1.2       Preparation
of Development Plan. A Development Plan will be prepared by Clementia with respect to each Exclusive Licensed Compound and
furnished to Galderma within sixty (60) days after the corresponding designation date. For Exclusive Licensed Compounds included
after 30 June 2019, the corresponding Development Plan shall be furnished to Galderma within sixty (60) days after the execution
of the amendment updating the Exclusive Licensed Compounds list. Any amendments or modifications to the Development Plan for any
Exclusive Licensed Compound shall be prepared by Clementia and promptly furnished to Galderma.


 


3.6       Reports
and meetings. Clementia shall (a) maintain records of its activities in sufficient detail and in good scientific manner, which
shall reflect work performed and results achieved and (b) provide to Galderma twice each Calendar Year (on June 30 and December
31) during the Term a reasonably detailed report (each, a “Development Report”) that summarizes (i) Development
activities conducted and results obtained with respect to any Exclusive Licensed Compound and/or any Licensed Products (including
but not limited to the status of any Clinical Trials, the results generated in each such Clinical Trial and any Regulatory Approvals
obtained), and (ii) an updated version of the Development Plan.


 


Within the first month of each Calendar Year,
beginning in January 2019, the Parties shall meet, either face to face or by conference call, to analyze the Development Reports
and discuss the next steps of each Development Program (the “Annual Meeting”). In particular, during such Annual
Meetings, Galderma shall reasonably determine if Clementia is meeting its diligence obligations described in Section 3.4.l. In
the event that Galderma reasonably determines that Clementia has failed to meet such diligence obligations, Galderma shall give
Clementia written notice of such failure and if Clementia is unable to cure such failure within sixty (60) days from the date of
such notice, the Parties shall implement the return process defined in Section 3.4. .





 






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3.       Return
mechanism.


 


Section 3.4 of the Agreement is deleted entirely and replaced as
follows:


 


3.4       Development
Diligence -Return Process.


 


3.4.1       Development
Diligence. Clementia shall use Commercially Reasonable Efforts during the Term to Develop at least one Exclusive Licensed Compound
and shall commit such resources (including employees, consultants, contractors, facilities, equipment and materials) as are necessary
to conduct such Development activities.


 


Prior to the commencement of any proof of concept
activities or Clinical Trials with an Exclusive Licensed Compound, Clementia shall generate a written clinical plan and budget
describing in reasonable detail its proposed activities. Each clinical plan shall include the following: (a) the trial objectives,
design and endpoints; (b) estimated timelines and go/no-go decision points; and (c) a high-level summary of Clementia’s key
responsibilities for completing all of the necessary tasks. All clinical plans will be revised, updated and submitted by Clementia
to Galderma at least annually for review and comment.


 


3.4.2       Return
of Licensed Compounds.


 


The Parties hereby agree that, if for a period of five (5) years
from the Amendment Effective Date, Clementia has not notified Galderma that it will commence Development for a Licensed Compound,
then unless such Licensed Compound is part of an Exclusive Licensed Family, such Licensed Compound shall no longer be deemed to
be a Licensed Compound under this Agreement (each, a “Returned Licensed Compound “) and Galderma shall be free
to license such Returned Licensed Compound to any Third Party to research, Develop, Manufacture and Commercialize products that
contain, incorporate or comprise any such Returned Licensed Compound for use in Clementia Field and in the Territory.


 


3.4.3       Return
of Exclusive Licensed Compounds.


 


If at any point during the Development, Clementia affirmatively
elects to discontinue working on an Exclusive Licensed Compound, Clementia shall promptly inform Galderma thereof (each, a “Discontinued
Exclusive Licensed Compound”). The Discontinued Exclusive Licensed Compound shall be deleted from the Exclusive Licensed
Compounds list and the Compound Specific Exclusivity Period shall terminate for such Discontinued Exclusive Licensed Compound.


 


Clementia agrees that, if for a period of three (3) years from the
date of the designation of an Exclusive Licensed Compound, Clementia has not defined a targeted biological pathway, such Exclusive
Licensed Compound shall be deemed to be a Discontinued Exclusive Licensed Compound, and shall be deleted from the Exclusive Licensed
Compounds list and the Compound Specific Exclusivity Period shall terminate for such Discontinued Exclusive Licensed Compound.


 


Upon termination of the Compound Specific Exclusivity Period for
a Discontinued Exclusive Licensed Compound, unless such Discontinued Exclusive Licensed Compound is part of an Exclusive Licensed
Family, Galderma or its Affiliates shall be entitled to conduct any activity, either on its own or for its benefit, or with, for
the benefit of, or sponsored by any Third Party, or grant any license to any Third Party to utilize any Know-How or Patent Rights
Controlled by Galderma or any of its Affiliates or provide any Galderma Materials to any Third Party, that, in any case, involves
the identification, generation, research, Development, Manufacture or Commercialization of such Discontinued Exclusive Licensed
Compound , in the Clementia Field.


 






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3.4.4       Return
of Indications.


 


If at any point during the Term, Clementia affirmatively elects
to discontinue the Development of Exclusive Licensed Compounds for an Indication, Clementia shall promptly inform Galderma thereof
(each, a “Discontinued Indication”) and the Discontinued Indication shall be deleted from the Clementia Field.


 


If Galderma can reasonably demonstrate that at the end of the period
defined in Section 3.4.3 for the Exclusive Licensed Compounds, Clementia has not dedicated Commercially Reasonable Efforts to conduct
the Development of any Exclusive Licensed Compounds in any Indication within the Clementia Field, Galderma shall notify Clementia
thereof. If within a period of sixty (60) days following Galderma’s notice, Clementia has not demonstrated in a manner reasonably
satisfactory to Galderma, that Clementia has dedicated Commercially Reasonable Efforts to the Development of any Exclusive Licensed
Compound in such Indication, the Indication shall be deemed to be a Discontinued Indication and the exclusivity obligations defined
in Section 2.2.1 of the Agreement shall terminate with respect to such Discontinued Indication. Accordingly, unless any such Licensed
Compound is part of an Exclusive Licensed Family, Galderma shall be entitled to grant to any Third Party a non-exclusive license
to develop, make and use Licensed Compounds, in order to research, Develop, Manufacture and Commercialize products that contain,
incorporate or comprise any such Licensed Compound for use in the Discontinued Indication.


 


4.       License
Patent Prosecution and Maintenance.


 


Sections 9.1.1, 9.1.2 and 9.1.3 of the Agreement are deleted entirely
and replaced as follows:


 


9.1.1       Prosecution
Rights


 


(a)       Concerning
Licensed Patent Rights. Galderma hereby grants Clementia the right to act on behalf of Galderma with the preparation, filing,
prosecution and maintenance of all Licensed Patent Rights. Galderma authorizes Clementia to appoint patent counsel or agents of
its choice and Galderma shall cooperate with and assist Clementia in all reasonable respects, regarding the transfer of all documents
and filings to the new patent counsel or agents appointed by Clementia. Galderma shall cooperate with and assist Clementia in all
reasonable respects, in connection with Clementia’s preparation, filing, prosecution (including review and comments regarding
responses to office actions and/or official actions from worldwide patent offices) and maintenance of such Patent Rights. All Patent
Costs incurred by Clementia in connection with the preparation, filing, prosecution and maintenance of such Patent Rights shall
be borne by Clementia.


 


(b)       Galderma
shall promptly deliver to Clementia copies of all necessary files related to any Licensed Patent Rights with respect to which responsibility
has been transferred and shall take all actions, provide all information, and execute all documents necessary for Clementia to
assume such prosecution, maintenance and defense and to effectively prosecute patents in all countries where a patent application
is pending.


 






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(c)       Concerning
New Licensed Compound-Specific Patent Rights. Clementia, acting through patent counsel or agents of its choice, shall be solely
responsible for the preparation, filing, prosecution and maintenance of all New Licensed Compound-Specific Patent Rights. Galderma
shall cooperate with and assist Clementia in all reasonable respects, in connection with Clementia’s preparation, filing,
prosecution (including review and comments regarding responses to office actions and/or official actions from worldwide patent
offices) and maintenance of such Patent Rights. All Patent Costs incurred by Clementia in connection with the preparation, filing,
prosecution and maintenance of New Licensed Patent Rights shall be the sole responsibility of Clementia.


 


9.1.2       Information
and Cooperation


 


(A)       Concerning
Licensed Patent Rights: Clementia shall (a) promptly provide Galderma with copies of all material submissions and correspondence
with the applicable patent offices with respect to Licensed Patent Rights, in sufficient time to allow for review and comment by
Galderma and (b) provide Galderma with an opportunity to consult with Clementia regarding amendment, submission or response with
respect to Licensed Patent Rights. The advice and suggestions of Galderma shall be taken into consideration in good faith by Clementia
in connection with such prosecution; provided, that, if Galderma fails to provide any comment on or before the expiration of thirty
(30) days before the proposed date for the amendment, submission or response notified by Clementia, Clementia’s obligations
under this Section 9.1.2 shall be deemed to have been fulfilled. Clementia shall pursue in good faith the prosecution of any Licensed
Patent Rights under this Section 9.1.2 at Clementia’s sole expense.


 


(B)       Concerning
New Licensed Compound-Specific Patent Rights: Clementia shall (a) promptly provide Galderma with copies of all material submissions
and correspondence with the applicable patent offices with respect to New Licensed Compound Specific Patent Rights, in sufficient
time to allow for review and comment by Galderma and (b) provide Galderma or its patent counsel with an opportunity to consult
with Clementia and its patent counsel regarding amendment, submission or response with respect to New Licensed Compound Specific
Patent Rights. The advice and suggestions of Galderma and its patent counsel shall be taken into consideration in good faith by
Clementia and its patent counsel in connection with such prosecution; provided, that, if Galderma fails to provide any comment
on or before the expiration of thirty (30) days before the proposed date for the amendment, submission or response notified by
Clementia, Clementia’s obligations under this Section 9.1.2(B) shall be deemed to have been fulfilled. Clementia shall pursue
in good faith all reasonable claims requested by Galderma in the prosecution of any New Licensed Compound-Specific Patent Rights
under this Section 9.1.2 at Clementia’s sole expense.


 


9.1.3       Decision
Not to File; Abandonment. If Clementia decides to cease prosecution or to allow to lapse any Licensed Patent Rights, Clementia
shall inform Galderma of such decision promptly and, in any event, so as to provide Galderma a reasonable amount of time to meet
any applicable deadline to establish or preserve such Licensed Patent Rights in such country or region. Galderma shall have the
right, but not the obligation, to assume responsibility for continuing the prosecution of such Licensed Patent Rights in such country
or region and paying any required fees to maintain such Licensed Patent Rights in such country or region or defending such Licensed
Patent Rights, all at Galderma’s sole expense, through patent counsel or agents of its choice and, to the extent that Galderma
assumes such responsibility, Clementia shall promptly deliver to Galderma copies of all necessary files related to any Licensed
Patent Rights with respect to which responsibility has been transferred and shall take all actions and execute all documents reasonably
necessary for Galderma to assume such prosecution, maintenance and defense. Clementia will be permitted to cease prosecution ,
without Galderma assuming responsibility in a country, if 3 months after notifying Galderma of such decision, Galderma has not
informed Clementia of a decision to assume responsibility for continuing prosecution in the country.


 






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5.       Miscellaneous.
The Parties hereby confirm and agree that except as amended hereby, the Agreement remains in full force and effect and provides
binding obligations of the Parties thereto. This Amendment may be executed in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


 


The Amendment is executed by the authorized
representatives of the Parties as of the Amendment Effective Date.


 


	
        Galderma Research & Development SNC

         

         

         

        

         

         
	 	
        Clementia Pharmaceuticals Inc.

         

         

        

         

         

        

	By:  	/s/ Thibaud
        Portal	 	By:  	/s/ Clarissa Desjardins
	 	Name: 	Thibaud PORTAL	 	 	Name: 	Clarissa DESJARDINS
	 	Title:	Site Director	 	 	Title: 	Chief Executive Officer
	 	 	 


 




 


 


 


 


 


 


 


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