Exhibit 10.10


 


Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit
because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.


 


Second Amendment to Exclusive License
Agreement between The UAB Research

Foundation (“UABRF”) and Incysus, Ltd. 


 


This Second Amendment
to Exclusive License Agreement (this “Second Amendment”) is made effective as of January 26, 2017 (the “Second
Amendment Effective Date”) by and between The UAB Research Foundation (“UABRF”) and Incysus, Ltd. (“Licensee”).
Licensee and UABRF may be each individually referred to as a party and collectively, the parties (“Party” or “Parties”).


 


RECITALS


 


WHEREAS, UABRF and
Licensee previously entered into that certain Exclusive License Agreement dated effective as of March 10, 2016 (“Agreement”);


 


WHEREAS, the Parties
have previously amended the Agreement by executing that certain First Amendment, as of December 14, 2016, in which UABRF licensed
to the Licensee it’s right, title and interest in certain jointly owned intellectual property jointly owned by the Parties
and which was conceived subsequent to the Effective Date of the Agreement (the “First Amendment”);


 


WHEREAS, subsequent
to the Effective Date of the Agreement, further intellectual property has been conceived by [*****] and other employees of the
University of Alabama at Birmingham which is solely owned by UABRF and which the Parties are interested in including in the Licensed
Patents;


 


WHEREAS, such additional
intellectual property described in UABRF intellectual property disclosure number [*****] entitled “[*****]” was developed
by [*****] while employed by the University of Alabama at Birmingham (the “Inventors”);


 


WHEREAS, UABRF has
filed for patent protection with respect to such additional intellectual property and has filed US Provisional Patent Application
No. [*****] entitled “[*****]” filed [*****] (the “Additional Patent”);


 


WHEREAS, the Parties
wish to amend the Agreement to extend the scope of the Agreement to include the additional intellectual property; and


 


NOW, THEREFORE, for
good and valuable consideration, the Parties agree to amend the Agreement as follows:


 


AGREEMENT


 


1.       All
capitalized terms used herein shall bear the meaning ascribed to them in the Agreement unless otherwise defined herein.


 


2.       Inclusion
of Additional Licensed Patent. As of the Second Amendment Effective Date, the Additional Patent shall comprise part of
the Licensed Patents as described in Section 1.13 of the Agreement and Exhibit A of the Agreement is hereby amended to read
as follows (with new language being shown in italics and underlined:


 






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Exhibit A. Licensed
Patents (dated as of the Effective Date)


 


		(a)	[*****]



		(b)	[*****]



		(c)	[*****]



 


3.       Updating
of Exhibit B. As of the Second Amendment Effective Date, Exhibit B of the Agreement is deleted in its entirety and replaced
with the document marked as Exhibit B attached to this Second Amendment


 


4.       All
other terms and conditions of the Agreement shall remain in full force and effect.


 


{Signatures on following
page}


 






    2


     


    




 


IN WITNESS WHEREOF, UABRF
and Licensee have each caused its duly authorized representative to execute this Second Amendment, effective as of the date written
above.


 


	UABRF:	 	Company:
	The
    UAB Research Foundation	 	Incysus,
    Ltd.,
	 
	By:
    	/s/
    Authorized Signatory	 	By:	/s/
    Tom Cirrito
	 	 	Name: Tom
    Cirrito
	 	 	Title: Board
    Member
	 	 	 






	Date Signed:	    1/26/17	 	Date Signed:	   April 25, 2017







  






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EXHIBIT B


 


[*****] 


 



    4