Exhibit 10.5.2


 





First Amendment to Commercialization Agreement


 


This First Amendment to Commercialization
Agreement (“Amendment”) is made and shall be effective upon the date this Amendment is signed by both Parties (“Amendment
Date”) by and between Sera Prognostics, Inc. (“Sera”), a Delaware corporation with its principal place of
business at 2749 East Parleys Way, Suite 200, Salt Lake City, Utah 84109, and Laboratory Corporation of America Holdings (“LabCorp”),
a Delaware corporation with its principal place of business at 531 South Spring Street, Burlington, North Carolina 27215. Each of Sera
and LabCorp is referred to herein as a “Party” and together as the “Parties.”


 


BACKGROUND


 


A.       Sera
and LabCorp entered into that certain Commercialization Agreement effective January 9, 2017 (“Agreement”) [***].


 


B.       The
Parties wish to amend the Agreement to (i) [***], and (ii) provide for Sera to engage LabCorp to perform certain Sample collection, processing,
and shipment services; all pursuant to the terms of this Amendment.


 


C.       Capitalized
terms used but not defined in this Amendment have the meanings ascribed to them in the Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the Parties agree as follows, all of which is effective as of the Amendment Date:


 


		1.	Definition of Tests. Paragraph A of the section entitled “Background” in the Agreement
is deleted in its entirety and replaced with the following:



 


		A	Sera is a diagnostics company that develops, commercializes, and performs a prognostic test in its CLIA-certified
laboratory referred to as the PreTRM® test, which is a clinical blood test for early individualized risk assessment of spontaneous
premature birth (as such test is currently made available by Sera and also any modified or improved versions of the test, the “Test”).



 


		2.	[***]:



 


		C	[***], and LabCorp wishes to accept such appointment, all as further set forth herein



 


Also, Section 2.1, Section 2.2, and
Section 2.11 of the Agreement are deleted in their entirety and replaced with the following:


 


		2.1	[***].



 


		2.2	[***].



 


[***] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY
HARMFUL IF PUBLICLY DISCLOSED. ”


 






    


     


    

 


		2.11	[***].



 


		3.	[***].



 


		4.	[***].



 


		5.	Deletion of LabCorp Duties. Sections 2.12, 2.14 and 2.15 of the Agreement are deleted in their
entirety.



 


		6.	LabCorp Services. New Section 2.17 is added to the Agreement as follows:



 


		2.17	LabCorp Services. LabCorp shall perform Sample collection, processing, and shipment services
in support of PreTRM® tests as may be requested by Sera and its other distributors from time to time in accordance with the LabCorp
terms and conditions attached hereto as Schedule 1, and Sera shall pay LabCorp for such services as set forth therein. [***].



 


		7.	[***].



 


		8.	[***].



 


		9.	Miscellaneous. This Amendment shall be effective from the Amendment Date and in full force and
effect until the expiration or termination of Agreement. Except as expressly provided in this Amendment, the Agreement remain unmodified
and in full force and effect.



 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be signed in duplicate by their duly authorized representatives as of the dates indicated below, to be effective on
the Amendment Date. One original of each official text of this Amendment shall be held by the parties hereto.


 


	SERA PROGNOSTICS, INC.	 	LABORATORY CORPORATION OF AMERICA HOLDINGS
	 	 	 
	By:	/s/ Douglas Fisher	 	By:	/s/ Michael Minahan
	Name:	Douglas Fisher	 	Name:	Michael Minahan
	Title:	 Chief Business Officer Title:	 	Title:	 SVP
	Date:	6/14/2018	 	Date:	6/25/18


 






    2


     


    

 


SCHEDULE 1


 


LABCORP TERMS AND CONDITIONS


 


1.       [***].


 


2.       Sample
Collection, Processing and Shipment by LabCorp. For Non-LabCorp Test Orders, LabCorp agrees that it will (a) collect Samples at LabCorp
PSCs (defined below) from customers who have ordered the Test; (b) procure the supplies needed for each patient draw; (c) label and process
such Samples; (d) package the Samples; and (e) ship the Samples to Sera’s Licensed Facilities for performance of such Tests, all
in accordance with the applicable portions of the Intercompany SOPs and all applicable laws, rules and regulations (the “Collection
and Processing Services”). If requested by Sera from time to time, the Parties shall review the foregoing process, and shall
work together diligently and in good faith to revise it as necessary to ensure best practices and optimal patient service. LabCorp will
also provide a test requisition form (as supplied by Sera or the applicable distributor) for each Sample. Sera acknowledges that LabCorp
may route samples through its regional laboratories, so long as such routing complies with the Sera SOPs. LabCorp shall not deliver any
Samples to Sera that LabCorp knows are insufficient for purposes of performing a Test. [***].


 


3.       Obligations
of Sera. For Non-LabCorp Test Orders, Sera agrees that it will be responsible for (a) accessioning the Samples upon receipt; (b) performing
the Test; (c) reporting the results of the Test to the applicable ordering physician; and (d) billing the client, patient or third party
payer for the Test, and collecting payment. Sera acknowledges and agrees that LabCorp does not have any obligations with respect to any
of the foregoing.


 


4.       LabCorp
PSCs. The Collection and Processing Services may be performed by LabCorp for Non-LabCorp Test Orders at any LabCorp patient service
centers (“LabCorp PSCs”). LabCorp may modify its list of LabCorp PSCs from time to time by adding or removing LabCorp
PSCs from the listings posted when a search is conducted on the “Find your nearest lab” locator tool within LabCorp’s
website, at https://www.labcorp.com/labs-and-appointments (or any successor listing, locator tool or website). For purposes of clarification,
the LabCorp PSCs covered by this Schedule 1 will not include any third party sites that have a specimen collection relationship with LabCorp,
even if included in the listing in the link above.


 


5.       [***].


 


6.       [***].


  


7.       Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION
OF THIS AGREEMENT, AND EXCEPT FOR CLAIMS OR DAMAGES CAUSED BY LABCORP’S GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT OR VIOLATION OF
APPLICABLE LAWS, RULES OR REGULATIONS, AND EXCEPT FOR PERSONAL INJURY CAUSED BY LABCORP, THE LIABILITY AND OBLIGATIONS OF LABCORP, AND
THE REMEDIES OF SERA, UNDER OR IN CONNECTION WITH THE COLLECTION AND PROCESSING SERVICES MADE PURSUANT TO THIS SCHEDULE 1, SHALL BE LIMITED
TO REPEATING ANY DEFECTIVE SERVICES OR, AT THE SOLE OPTION OF LABCORP, REFUNDING THE FEES PAID WITH RESPECT TO SUCH SERVICES.