EX-10.23



 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and
filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 
 Exhibit
10.23 
 AMENDMENT NO. 2 

TO THE 
 EXCLUSIVE LICENSE
AGREEMENT 
 This AMENDMENT NO. 2 TO THE EXCLUSIVE
LICENSE AGREEMENT (this “Amendment”), dated as of July 29, 2013 (the “Amendment Effective Date”), is made by and between AMGEN
INC., a Delaware corporation having an address of One Amgen Center Drive, Thousand Oaks, California 91320-1799 (“Amgen”), and SANTA MARIA BIOTHERAPEUTICS,
INC., a Delaware corporation having an address of 3260 Bayshore Blvd, Brisbane, California 94005 (“Licensee”). 

WHEREAS, Amgen and Licensee entered into that certain Exclusive License Agreement, dated as of September 7, 2012 and amended as of
October 22, 2012 (the “Agreement”), pursuant to which Licensee received certain rights to develop and commercialize the Products (as defined in the Agreement); 

WHEREAS, Amgen and Licensee wish to update certain portions of the Agreement. 

NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the Parties hereto agree to amend the Agreement as
follows: 
 ARTICLE 1 - AMENDMENT 

Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. 

 

	1.1	Amendment of Section 1. A new defined term will be added, in the appropriate alphabetical order, as follows: “Drug Substance Intermediate” means, with respect to the Product AMG 434, the
[*], produced by Amgen in accordance with cGMP. 

  

	1.2	Amendment of Section 1. A new defined term will be added, in the appropriate alphabetical order, as follows: “DSI Lots” means, with respect to the Product AMG 434, the two (2) lots of
Drug Substance Intermediate being provided by Amgen to Company hereunder as part of the Licensed Materials, each a “DSI Lot”. 

  

	1.3	Amendment of Section 2.4.3. The second sentence of Section 2.4.3 shall be deleted in its entirety and replaced with the following: “Other than the DSI Lots, no such materials shall be used in any
human application, including any clinical trial.” 

  

	1.4	Amendment of Section 7.2. The words “Intentionally omitted;” in Section 7.2 (f) shall be deleted and replaced with the following: “The DSI Lots provided to Company pursuant to this
Agreement and the Quality Agreement, shall, as of the date each such DSI Lot is delivered to Company as set forth herein, have been manufactured, packaged, stored and labeled (as applicable) in accordance with cGMP and the specifications set forth
in the Specifications Schedule;” 


  
 1 








 ARTICLE 2 - REFERENCE TO AND EFFECT ON THE AGREEMENT 

 

	2.1	Reference to Agreement. Upon and after the effectiveness of this Amendment, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Agreement shall mean and be a reference to the Agreement as modified and amended hereby. 

  

	2.2	Effectiveness of Amendment. Upon execution and delivery of this Amendment by both Parties, the amendments set forth above shall be effective as of the Amendment Effective Date. Except as specifically
amended above, the Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable obligations of the Parties. 


 

	2.3	No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of either Party under the Agreement, nor constitute a waiver of any
provision of the Agreement. 

 ARTICLE 3 - – MISCELLANEOUS 

 

	3.1	Governing Law. This Amendment shall be governed by and construed in accordance with the laws of [*], as applied to agreements executed and performed entirely within [*], without regard to any applicable
principles of conflicts of law. Each of the Parties hereby irrevocably and unconditionally consents to the exclusive jurisdiction of the courts of [*] for any matter arising out of or relating to this Amendment and the transactions contemplated
hereby. 

  

	3.2	Headings. The heading for each article and section in this Amendment has been inserted for convenience of reference only and is not intended to limit or expand on the meaning of the language contained in
the particular article or section. 

  

	3.3	Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 [Signature page follows] 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

2. 








 IN WITNESS THEREOF, duly authorized representatives of the Parties hereto have executed this Amendment as of the
date first set forth above. 
  

									
	SANTA MARIA BIOTHERAPEUTICS, INC.	  		  	AMGEN INC.
					
	By:	  	 /s/ Isaac Ciechanover
	  		  	By:	  	 /s/ William Rich

	Name:	  	Isaac Ciechanover	  		  	Name:	  	William Rich
	Title:	  	CEO and President	  		  	Title:	  	 Vice President, International Supply

Chain



  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

3.