Amendment No. 3 to License Agreement



 Exhibit 10.4(D) 

AMENDMENT NO. 3 TO LICENSE AGREEMENT 
 REGENTS OF THE UNIVERSITY OF MICHIGAN AND 
 ONCOMED PHARMACEUTICALS, INC.

 THIS AMENDMENT NO. 3 TO
THE LICENSE AGREEMENT (“Amendment”) is made effective as of March 31st, 2005 (the “Amendment Date”) and is entered into by and between THE REGENTS
OF THE UNIVERSITY OF MICHIGAN, a constitutional corporation of the State of Michigan (“Michigan”) and ONCOMED
PHARMACEUTICALS, INC., a Delaware corporation having offices at 265 N. Whisman Road, Mountain View, CA 94043 (“OncoMed”) to amend their License Agreement dated January 5, 2001, as amended by
Amendment Number 1 to the License Agreement dated as of July 21, 2004, and as amended by Amendment Number 2 to the License Agreement dated as of August 13, 2004 (“License Agreement”). 

Capitalized terms used in this Amendment that are not otherwise defined herein shall have the meanings set forth in the License
Agreement. 
 WHEREAS, Michigan and OncoMed entered into the License Agreement for the
research, development and commercialization of Technology and Licensed Patents in the Licensed Field; 

WHEREAS, Michigan and OncoMed have made a Joint Invention relating to gene expression profiles of
solid tumor stem cells (OTT File No. 3097; “Methods for Treating and Diagnosing Cancer”) (“Joint Invention”) building upon the initial discovery of solid tumor stem cells (OTT File No. 1819 and USSN 09/920,517) and gene
expression profiles of solid tumor stem cells (UM 2629, PCT/US2004/018266); and, 

WHEREAS, Michigan and OncoMed intend to file a continuation-in-part patent application covering the
Joint Invention and wish to include the continuation-in-part patent application in Licensed Patents. 
 NOW,
THEREFORE, in consideration of the mutual covenants and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Michigan and OncoMed
hereby agree as follows: 
 1. Amendment of the Agreement. 
 The parties hereby agree to amend Section 30.4 “Licensed Patents” of the License Agreement to include in Licensed Patents the continuation-in-part patent application entitled,
“Compositions and Methods for Treating and Diagnosing Cancer” covering Joint Invention. 
 Without limiting the
generality of the definition of “Licensed Patent(s)” as set forth in Section 30.4 of the License Agreement, as amended by Paragraph 1 of this Amendment, the parties agree that, as of the Amendment Date, Licensed Patents comprise the
list of patent applications set forth on Attachment B to this Amendment. 
 2. No Other Changes. Except as expressly provided in this
Amendment, all terms of the License Agreement shall remain in full force and effect. 







 3. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but both of which together shall constitute one and the same instrument. 
 IN
WITNESS WHEREOF, the parties have caused this Amendment No. 3 to the License Agreement to be executed by their respective authorized officers. 

 

									
	THE REGENTS OF THE UNIVERSITY OF MICHIGAN	 		 	ONCOMED PHARMACEUTICALS, INC.
					
	By:	 	    /s/ Kenneth J. Nisbet	 		 	By:	 	/s/ James N. Woody
	Name:	 	    Kenneth J. Nisbet	 		 	Name:	 	James N. Woody, M.D., Ph.D.
	Title:	 	    Executive Director, UM Technology Transfer	 		 	Title:	 	Chief Executive Officer
	Date:	 	    4/01/05	 		 	Date:	 	4/04/05








 ATTACHMENT B 

 

																							
	 File #
	 	Lic Rep	 	 Title
	 	Tech Status	 	Name	 	Department	 	Filing Date	 	 	Country	 	Application Type	 	Present Status	 	Appl #
	3097	 	Robin Rasor	 	Method for Treating and Diagnosing Cancer	 	Licensed
Exclusive	 	Michael F. Clarke	 	Internal Medicine	 				 		 		 		 	
	2705	 	Robin Rasor	 	Cancer Stem Cells and Notch	 	Licensed
Exclusive	 	Michael F. Clarke	 	Internal Medicine	 	 	2/3/04	  	 	US	 	PRV- Provisional	 	Converted	 	60/541/527
		 		 		 		 		 		 	 	2/3/05	  	 	US	 	ORD- Ordinary	 	Pending	 	11/050,282
		 		 		 		 		 		 	 	2/3/05	  	 	PCT	 	PCT-Patent Cooperation Treatry	 	Pending	 	PCT/US05/03419
	2629	 	Robin Rasor	 	Genes Expressed by Cancer Stem Cells	 	Licensed
Exclusive	 	Michael F. Clarke	 	Internal Medicine	 	 	6/9/03	  	 	US	 	PRV-Provisional	 	Converted	 	60/477,235
		 		 		 		 		 		 	 	6/9/03	  	 	US	 	PRV-Provisional	 	Converted	 	60/477,228
		 		 		 		 		 		 	 	6/9/04	  	 	US	 	ORD- Ordinary	 	Pending	 	10/864,207
		 		 		 		 		 		 	 	6/9/04	  	 	PCT	 	PCT-Patent Cooperation Treatry	 	Pending	 	PCT/US04/18266
	2237	 	Robin Rasor	 	Breast Cancer Stem Cells and Notch Signaling	 	Licensed
Exclusive	 	Michael F. Clarke	 	Internal Medicine	 	 	12/7/01	  	 	US	 	PRV-Provisional	 	Converted	 	60/338,358
		 		 		 		 		 		 	 	12/6/02	  	 	PCT	 	PCT-Patent Cooperation Treatry	 	Nationalized	 	PCT/US02/39191
		 		 		 		 		 		 	 	6/7/04	  	 	US	 	371-US from PCt as Foreign	 	pending	 	10/497,791
		 		 		 		 		 		 				 	AU	 	PCT-National Stage	 	pending	 	2002364537
		 		 		 		 		 		 				 	CA	 	PCT-National Stage	 	pending	 	2469204
		 		 		 		 		 		 				 	EP	 	PCT-National Stage	 	pending	 	2799914.3
		 		 		 		 		 		 				 	JP	 	PCT-National Stage	 	pending	 	2003-551505
	1980	 	Robin Rasor	 	An Efficient Xenograft Human Epithelial Cancer Model	 	Licensed
Exclusive	 	Michael F. Clarke	 	Internal Medicine	 	 	10/13/00	  	 	US	 	PRV-Provisional	 	Converted and combined
with 1819 US	 	60/240,317
	1876	 	MS-T	 	Purification of a Breast Cancer Tumor Initiating (Stem Cell)	 	Licensed
Exclusive	 	Michael F. Clarke	 	Internal Medicine	 				 		 		 		 	
	1819c1	 	Robin Rasor	 	Isolating and Use of Solid Tumor Stem Cells	 	Licensed
Exclusive	 	Michael F. Clarke	 	Internal Medicine	 	 	1/31/03	  	 	US	 	PCT-National Stage	 	Pending	 	10/343,692
	1819	 	Robin Rasor	 	Cancer Stem Cells	 	Licensed
Exclusive	 	Michael F. Clarke	 	Internal Medicine	 	 	8/3/00	  	 	US	 	PRV-Provisional	 	Converted	 	60/222,794
		 		 		 		 		 		 	 	10/13/00	  	 	US	 	PRV- Provisional	 	Converted	 	60/240,317
		 		 		 		 		 		 	 	10/13/00	  	 	US	 	PRV-Provisional	 	Converted	 	60/240,317
		 		 		 		 		 		 	 	8/2/01	  	 	PCT	 	PCT-Patent Cooperation Tratry	 	Nationalized	 	PCT/US01/24243
		 		 		 		 		 		 	 	8/1/01	  	 	US	 	ORD- Ordinary	 	Pending	 	09/920,517
		 		 		 		 		 		 	 	8/2/01	  	 	AU	 	PCT-National Stage	 	Pending	 	2001278134
		 		 		 		 		 		 	 	8/2/01	  	 	CA	 	PCT-National Stage	 	Pending	 	2417909
		 		 		 		 		 		 	 	8/2/01	  	 	EP	 	PCT-National Stage	 	Pending	 	O1956101.8
		 		 		 		 		 		 	 	8/2/01	  	 	JP	 	PCT-National Stage	 	Pending	 	2002-517738