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  Exhibit 10.18    
    


CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION WILL BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.


 
 

  AMENDMENT NO. 1 TO LETTER AGREEMENT    
    


        This Amendment No. 1 ("Amendment No. 1") to the Development Program Letter Agreement is entered into and effective as of
November 26, 2018 ("Amendment No. 1 Effective Date") by and between Aridis Pharmaceuticals, Inc.
("Aridis") and Cystic Fibrosis Foundation Therapeutics, Inc. ("CFFT"). 


        WHEREAS, Aridis and CFFT entered into the Development Program Award Letter Agreement, dated as of December 30, 2016 (the
"Agreement"); 


        WHEREAS, Section 11(f) of the Agreement permits either party to assign its rights under the Agreement to an Affiliate of such
party; 


        WHEREAS, CFFT has assigned the Agreement to its Affiliate, the Cystic Fibrosis Foundation ("CFF"); 


        WHEREAS, Aridis desires to modify the Award amount, Milestones and Milestone Payments set forth in the Agreement; and 


        WHEREAS, CFF is willing to modify the Award amount, Milestones and the Milestone Payments in accordance with the terms and conditions
hereinafter set forth. 


        NOW, THEREFORE, in consideration of the mutual covenants set forth in the Agreement and this Amendment
No. 1 and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows: 



	1.
	Assignment of Agreement from CFFT to CFF.    All references to "Cystic Fibrosis Foundation
Therapeutics, Inc." in the Agreement are hereby deleted and replaced with "Cystic Fibrosis Foundation" and all references to "CFFT" in the Agreement are hereby deleted and replaced with "CFF".



	2.
	Amendment to Amount of Award.    The Amount of the Award in the heading on page 1 of the Agreement is
hereby amended by deleting the amount "$2,902,097.00" and inserting in lieu thereof the amount "$7,465,583.00".



	3.
	Amendment to Paragraphs 2(a) and 2(b).    Paragraphs 2(a) and 2(b) of the Agreement are hereby
deleted and restated as follows: 





"(a)
Aridis shall pay to CFF a one-time amount equal to the Cap. Such amount shall be paid in not more than five (5) annual installments, as follows: within ninety (90) days of the end
of the calendar year in which the First Commercial Sale occurs, and within ninety (90) days of the end of each subsequent calendar year until the Cap is paid, Aridis shall pay *% of Net Sales
for that calendar year up to the amount of the Cap (except that in the fifth installment, if any, Aridis shall pay the remaining unpaid portion of the Cap, regardless of the percentage of Net Sales or
fraction of Cap such payment would
represent) 


"(b)
[this section intentionally blank]." 




  

   


 

 	(*)
	Certain
information on this page has been omitted and will be separately filed with the Securities and Exchange Commission. Confidential treatment has
been requested with respect to the omitted portion. 


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	4.
	Amendment to Paragraph 12, Definitions.    The definition of "Cap" in Paragraph 12 is hereby
deleted and replaced with the following:  



	•
	"Cap" shall mean * times the Actual Award.






	5.
	Amendment to Paragraph 2(c).    Paragraph 2(c) of the Agreement is hereby deleted and restated
as follows: 



"(c)
In the event Aridis licenses rights to the Product in the Field, sells the Product, or consummates a Change of Control Transaction (collectively a "Disposition Transaction") prior to the First
Commercial Sale, Aridis shall pay to CFF an amount equal to (i) * percent (*%) of the amounts received by Aridis and its shareholders in connection with a Disposition Transaction
(whether paid upfront or in accordance with subsequent milestones and whether paid in cash or property) up to * times the Actual Award (the "Disposition Payment"). The Disposition Payment shall
be made within sixty (60) days after the closing of a Disposition Transaction. The Disposition Payment shall reduce the amounts otherwise due to CFF under Paragraph 2(b)." 



	6.
	Amendment to Paragraph 11.    Paragraph 11(d) to the Agreement is hereby amended by deleting
all references to the address "6931 Arlington Rd. Suite 200" contained therein and inserting in lieu thereof the address "4550 Montgomery Ave. Suite 1100 N".



	7.
	Amendment to Exhibit B (Payment Schedule) of the Agreement.    Exhibit B of the Agreement is
hereby deleted in its entirety and replaced with the Amended and Restated Payment Schedule attached to this Amendment No. 1 as Exhibit B-1.



	8.
	Defined Terms and Agreement Continuing Effect.    Except as provided in this Amendment No. 1, the
terms and conditions of the Agreement shall remain in full force and effect and capitalized terms shall have the same meaning as ascribed to such terms in the Agreement. This Amendment No. 1 is
hereby integrated into and made part of the Agreement. The execution, delivery and effectiveness of this Amendment No. 1 shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of the parties to the Agreement, nor constitute a waiver of any provision of the Agreement.



	9.
	Counterparts.    This Amendment No. 1 may be executed in any number of counterparts, each of which
shall be an original instrument and all of which, when taken together, shall constitute one and the same agreement. 



SIGNATURES
IMMEDIATELY FOLLOWING ON NEXT PAGE 

   

   


 

 	(*)
	Certain
information on this page has been omitted and will be separately filed with the Securities and Exchange Commission. Confidential treatment has
been requested with respect to the omitted portion. 


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        In
WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of the Amendment No. 1 Effective Date written
above. 

 


 
 


											
	 Cystic Fibrosis Foundation	 	 Aridis Pharmaceuticals, Inc.
	
 By:	
 	
/s/ CHRIS GEGELYS







 	
 	
By:	
 	
/s/ VU TRUONG  







 
	 	 	Name:	 	Chris Gegelys	 	 	 	Name:	 	Vu L. Truong
	 	 	Title:	 	 SVP & Chief Legal Officer	 	 	 	Title:	 	 CEO
	
 Cystic Fibrosis Foundation	
 	
 	
 	
 	
 	
 
	
 By:	
 	
/s/ VERA H. TWIGG







 	
 	
 	
 	
 	
 	
 
	 	 	Name:	 	Vera H. Twigg	 	 	 	 	 	 
	 	 	Title:	 	 EVP & CEO	 	 	 	 	 	 
	
 Cystic Fibrosis Foundation Therapeutics, Inc.	
 	
 	
 	
 	
 	
 
	
 By:	
 	
/s/ MARC GINSLY







 	
 	
 	
 	
 	
 	
 
	 	 	Name:	 	Marc Ginsly	 	 	 	 	 	 
	 	 	Title:	 	 EVP & COO	 	 	 	 	 	 




 

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EXHIBIT B-1  



 
    Payment Schedule    
    

 


 
 


						
	Milestone



 
	 	Milestone

Payment 	 	Expected

Milestone

Estimated

Completion Date 
	 Payments made prior to Amendment No. 1 Execution Date
	 	

$	*	 	*
	 Completion of 4-week GLP inhalational toxicology studies
	 	

$	*	 	*
	 IND opened
	 	

$	*	 	*
	 Completion of SAD and considered safe to proceed to MAD (DSMB review)
	 	

$	*	 	*
	 Completion of MAD and considered safe to proceed to Ph2a (TDN DSMB review)
	 	

$	*	 	*
	 First CF patient, first dose in Phase 2A clinical study
	 	

$	*	 	*
	 Median CF patient, first dose in Phase 2A clinical study
	 	

$	*	 	*
	 Last CF patient, last visit in Phase 2A clinical study
	 	

$	*	 	*
	 Final integrated clinical and statistical report reviewed and approved by CFFT
	 	

$	*	 	*









 


 	(*)
	Certain
information on this page has been omitted and will be separately filed with the Securities and Exchange Commission. Confidential treatment has
been requested with respect to the omitted portion.  


 

         Payments
shall be made by CFF within forty-five (45) days of receipt from Aridis of the corresponding invoice and supporting documentation verifying occurrence of such milestone
and PAG verification. 


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Exhibit 10.18


AMENDMENT NO. 1 TO LETTER AGREEMENT


EXHIBIT B-1

Payment Schedule