Exhibit 10.11


 


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.


 


Third Amendment
to Exclusive License Agreement between The UAB Research 

Foundation (“UABRF”) and Incvsus, Ltd. 


 


This Third Amendment
to Exclusive License Agreement (this “Third 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 “Third 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 (“Original
Agreement”);


 


WHEREAS, the Parties
have previously amended the Original 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”) (together,
the “Original Agreement” and the “First Amendment” constitute the “Agreement”);


 


WHEREAS, the Parties
are, contemporaneous with the execution of this Third Amendment, also amending the Agreement by executing that certain Second Amendment
pursuant to which the Licensee is licensing additional intellectual property and an additional patent application is being included
in Licensed Patents; and


 


WHEREAS, the Parties
wish to further amend the Agreement to clarify when payments under section 5.7 of the Agreement are due.


 


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.       Section
5.7. Section 5.7 is deleted in its entirety and replaced with the following language:


 


“With
respect to the first calendar year in which the cumulative Net Sales accomplished by the Licensee, its Affiliates and
sublicensees reaches or exceeds the threshold amount set forth in the first column of the table below, the Licensee shall pay
to UABRF the corresponding lump sum amount set forth in the second column. The three lump sum payments due to UABRF under
this section shall be paid within [*****] of the close of the calendar year in which the obligation to pay is triggered. The
lump sum payments due under this section 5.7 are in addition to the royalty amounts due pursuant to section 5.5 of this
Agreement.


 






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	Cumulative Net Sales	Lump Sum Amount Due
	[*****]	[*****]
	[*****]	[*****]
	[*****]	[*****]


 


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


 


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


 





	UABRF:

    The UAB Research Foundation	 	Licensee:

    Incysus, Ltd.
	 	 	 
	By:	/s/
    Authorized Signatory	 	By:	 /s/
    Tom Cirrito
	 	 	Name: Tom Cirrito
	Date Signed: June 16, 2017	 	Title: Board Member
	 	 	Date Signed:  April 25, 2017


 






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