Exhibit 10.12


 


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.


 


Fourth Amendment to Exclusive License
Agreement between The UAB Research

Foundation (“UABRF”) and Incysus Therapeutics, Inc. 


 


This Fourth Amendment
to Exclusive License Agreement (this “Fourth Amendment”) is made effective as of the date of the last signature of
the Parties (as evidenced below their signatures on the signature page) (the “Fourth Amendment Effective Date”) by
and between The UAB Research Foundation (“UABRF”) and Incysus Therapeutics, Inc. (previously known as 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 (“Original
Agreement”);


 


WHEREAS, the Parties
have previously amended the Original Agreement by executing those certain First, Second and Third Amendments, effective as of December
16, 2016, January 26, 2017 and June 16, 2017, respectively (together, the Original Agreement and all amendments, the “Agreement”);


 


WHEREAS, since the
Third Amendment Effective Date, additional intellectual property has been conceived by [*****] and employees of the Licensee and
thus is jointly owned by the Licensee and UABRF;


 


WHEREAS, such additional
intellectual property is described in UABRF intellectual property disclosure number [*****] entitled “[*****]”;


 


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


 


WHEREAS, the Licensee
wishes to obtain exclusive rights to such additional intellectual property and the Additional Jointly Owned Patent and UABRF is
willing to grant to the Licensee the right to exclusively use of all of UABRF’s right, title and interest in and to such
additional intellectual property and to exclusively practice all of UABRF’s rights in and to the Additional Jointly Owned
Patent;


 


WHEREAS, the Parties
wish to amend the Agreement to include the additional intellectual property and the Additional Jointly Owned Patent;


 


WHEREAS, as of May
7, 2018, the Licensee discontinued business as Incysus, Ltd. in the country of Bermuda and reincorporated in the United States
of America under the laws of the State of Delaware as Incysus Therapeutics, Inc.; and


 






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WHERAS, the Parties
wish to update the Agreement with the new corporate details of the Licensee.


 


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 Jointly Owned Patent. As of the Fourth Amendment Effective Date, the Additional Jointly Owned 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:


 


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


 


		(a)	[*****]



		(b)	[*****]



		(c)	[*****]



		(d)	[*****]



 


3.       Update
Certain Corporate Information regarding the Licensee. The Parties acknowledge that the Licensee has changed corporate structure
and jurisdiction of incorporation and that it discontinued business as Incysus, Ltd. in the country of Bermuda and reincorporated
in the United States of America under the laws of the State of Delaware as Incysus Therapeutics, Inc. All references to Incysus,
Ltd. shall be deleted and replaced with Incysus Therapeutics, Inc. In addition, the address for notices relating to the licensee
and appearing below the signature of the Licensee shall be deleted in its entirety and replaced with the following language:


 


Incysus Therapeutics,
Inc.


79 Madison Avenue


New York, NY 10016.


 


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


 


[Signatures on following
page]


 






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IN WITNESS WHEREOF, UABRF
and Licensee have each caused its duly authorized representative to execute this Fourth Amendment.


 


	UABRF:	 	Company:
	The
    UAB Research Foundation	 	Incysus,
    Ltd.,
	 
	By:	/s/
    Authorized Signatory	 	By:	/s/
    William Ho
	 	 	Name: William
    Ho
	 	 	Title: CEO
	 



 


	Date Signed:	   11/26/17
     	 	Date Signed:	    November
    15, 2018







 






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