EX-10.1



 EXHIBIT 10.1 

AMENDMENT NO. 1 TO 

AMENDED AND RESTATED PATENT AND TECHNOLOGY 

LICENSE AGREEMENT 
 This
Amendment No. 1 to Amended and Restated Patent and Technology License Agreement (the “Amendment No. 1”), effective as of October 22, 2015 (the “Amendment No. 1 Effective Date”), is entered into by and between Fred
Hutchinson Cancer Research center, a Washington state non-profit organization having offices at 1100 Fairview Avenue North, Seattle, Washington 98109 (“FHCRC”), and Juno Therapeutics, Inc., a Delaware corporation having offices
located at 307 Westlake Avenue North, Suite 300, Seattle, Washington 98019 (“LICENSEE”). 
 WHEREAS, the parties entered
into an Amended and Restated Patent and Technology License Agreement dated as of January 2, 2012 (the “Original Agreement”); and 

WHEREAS, the parties wish to amend the Original Agreement under the terms and conditions herein. 

NOW THEREFORE, in consideration of the premises and mutual promises set forth in this Agreement, and other good and valuable consideration,
the exchange, receipt and sufficiency of which are acknowledged, FHCRC and LICENSEE hereby agree as follows: 
 1. Definitions. The
term “Agreement” as used in this Amendment No. 1 and in the Original Agreement shall mean the Original Agreement as amended hereby. Except as otherwise set forth herein, the capitalized terms used herein and in the Original
Agreement shall have the meaning set forth in the Original Agreement. 
 2. Survival of Agreement Terms. Except as expressly set
forth herein, the terms and conditions of the Original Agreement shall remain in full force and effect. In the event of any conflict between the terms and conditions of this Amendment No. 1 and the Original Agreement, the terms and conditions
set forth in this Amendment No. 1 shall control with respect to the subject matter hereof. 
 3. Amendment. The amendments made
hereby are made pursuant to Section 14.1 of the Original Agreement. 
 4. Consideration. 

 

	 	a.	As additional consideration for adding provisional application United States serial number [***] entitled “[***]” and filed on [***] to Exhibit A, Juno will pay [***] within [***] after execution of this
Amendment No. 1. 

  

	 	b.	As additional consideration for adding provisional application United States serial number [***] entitled “[***]” and filed on [***] to Exhibit A, Juno will pay a [***] within [***] after execution of this
Amendment No. 1. 


  
 [***] Certain information in this
document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 


  

					
		 	Page 1 of 5	 	Juno Confidential









 5. Exhibit A. Exhibit A of the Original Agreement is hereby deleted and replaced in
its entirety with the Exhibit A attached hereto. 
 6. Miscellaneous. This Amendment No. 1 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, with facsimile and .pdf signatures binding as if originally executed. No agreements altering or supplementing the terms
hereof will be made except by a written document signed by both parties. This Amendment No. 1 will be governed by, construed and enforced in accordance with the internal laws of the State of Washington, without giving effect to principles and
provisions thereof relating to conflict or choice of laws irrespective of the fact that any one of the parties is now or may become a resident of a different state. 

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be signed by their duly authorized representatives as of the Amendment No. 1 Effective
Date. 
  

					
	FRED HUTCHINSON CANCER	 		 	JUNO THERAPEUTICS, INC.
	RESEARCH CENTER	 		 	
			
	 /s/ Nicole C. Robinson
	 		 	 /s/ Hans Bishop

	Signature	 		 	Signature
			
	 Nicole C. Robinson, Ph.D.
	 		 	 HANS BISHOP

	Printed Name	 		 	Printed Name
			
	 Vice President, Business Development & Industry Relations
	 		 	 CHIEF EXECUTIVE OFFICER

	Title	 		 	Title
			
	 10/22/15
	 		 	 OCTOBER 22, 2015

	Date	 		 	Date

 [Signature Page to Amendment No. 1 to Amended and Restated Patent and 

Technology License Agreement] 

  

					
		 	Page 2 of 5	 	Juno Confidential









 EXHIBIT A 

LICENSED SUBJECT MATTER 

(as of October 6, 2015) 
  

					
	SeedIP Ref (360056-)	  	 Application No.
  

Patent No./
 Publication
No.
	  	 Filing Date
  

Publication/ Issue

Date
  

(MM-DD-YYYY)


 420 Family 

[***] 

  
 [***] Certain information in this
document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 


  

					
		 	Page 3 of 5	 	Juno Confidential









 [***] 

  
 [***] Certain information in this
document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 


  

					
		 	Page 4 of 5	 	Juno Confidential









 430 Family 

[***] 
 431 Family 

[***] 
 All U.S. and ex-U.S. patents and patent
applications, including all continuations, divisionals, patents of addition, reissues, renewals, extensions and all foreign counterparts and continuations in part to the extent that such continuations in part contain subject matter related to any of
the U.S. and ex-U.S. patents and patent applications identified above in this Exhibit A. 

  
 [***] Certain information in this
document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 


  

					
		 	Page 5 of 5	 	Juno Confidential