Alopexx, Inc. S-1 


 


Exhibit 10.7


 


 





 


[***] Certain information in this document has been excluded
pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly
disclosed


 


AMENDMENT No. 2 to the EXCLUSIVE
PATENT LICENSE AGREEMENT


BWH Case No. [***], [***], [***],
[***]


BWH Agreement No. [***]


This Amendment No. 2 to the Exclusive Patent License
Agreement (“Amendment No. 2”) is effective as of February 2, 2022 (“Amendment No. 2 Effective Date”), by and between
The Brigham and Women’s Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis
Street, Boston, Massachusetts 02115 (“Hospital”) and Alopexx, Inc., a Delaware corporation, having a principal place of business
at 186 Alewife Brook Pkwy #1068 Cambridge, MA 02138 (“Company”), each herein referred to as a “Party” and collectively
as the “Parties”. Capitalized terms that are not defined herein shall have the meaning ascribed to them in the License Agreement
(as defined below).


BACKGROUND


WHEREAS, Hospital and Company are Parties to an Exclusive
Patent License Agreement which has an Effective Date of March 2, 2012, and amended on April 29, 2019 (collectively the “License
Agreement”; BWH Agreement No. [***]);


WHEREAS, Alopexx Vaccine assigned all of its rights,
title and interest in the License Agreement to OneBiopharma, Inc. on May 1, 2019 (“Assignment and Assumption Agreement”; BWH
Agreement No [***]);


WHEREAS, OneBiopharma, Inc. has changed its name to Alopexx,
Inc.; and


WHEREAS, Hospital and Company desire to revise the
payment schedule for [***] pursuant to Section 4.3, the milestone payment amount pursuant to Section 4.4(d), and the Diligence Requirements
is Section 3.1 of the License Agreement.


NOW THEREFORE, in consideration of the promises made
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Hospital and Company
hereby agree as follows:


AMENDMENT


 


		1.	The License Agreement is hereby amended by replacing all instances of “Alopexx Vaccine, LLC”
or “OneBiopharma, Inc.” with “Alopexx, Inc.”. As of the Amendment No. 2 Effective Date, “Company”
in the License Agreement shall mean “Alopexx, Inc”.



 


		2.	In order to remain in compliance with the License Agreement, Company shall [***]



 




    	 



    	 



    

		3.	The Diligence Requirements in Section 3.1(a) of the License Agreement [***] are hereby deleted in their
entirety and replaced with the following:



Pre-Sale Requirements.


 


		i.	Within [***] after the EFFECTIVE DATE, and annually thereafter as set forth in Section 5.1. COMPANY shall submit a research and development
plan to HOSPITAL; and submit an annual progress report on each anniversary of the EFFECTIVE DATE;



 


		ii.	Within [***] after the EFFECTIVE DATE, COMPANY shall [***];



		iii.	Within [***] after the EFFECTIVE DATE, COMPANY shall [***];



		iv.	Within [***] after the EFFECTIVE DATE, COMPANY [***]



		4.	The Agreement is hereby amended by deleting Section 4.4(d) in its entirety and inserting the following
language in its place:



 


d) [***] of the [***] shall [***] due on [***] made
during the twelve-month period following the date of the [***], if any, but shall [***]. For clarity, the [***] made during the [***]
following the date of [***] shall be [***]”


 


		5.	The Agreement is hereby amended to fix the erroneous reference to "Section 2.1(a)(ii)" in
Section 4.5(a)(ii) by deleting such reference to "Section 2.1(a)(ii)" and inserting the following language in its place:



 


"Section 4.5(a)(ii)"


 


 


 


		6.	Except as herein provided, the License Agreement and all of its terms, covenants and conditions are
hereby ratified and confirmed in all respects and remain in full force and effect. The License Agreement shall, together with this Amendment
No. 2, be read and construed as a single agreement.



 


		7.	This Amendment No. 2 shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.



 



    	 



    	 



    




 


 


		8.	This Amendment No. 2 may be executed in two or more counterparts, each of which will be deemed an original,
but all of which together will constitute one and the same instrument. This Amendment No. 2 may be executed electronically/digitally in
compliance with the Massachusetts Uniform Electronic Transactions Act (MUETA) Mass. Gen. Laws ch. 110G and/or The Electronic Signatures
In Global And National Commerce Act (ESIGN) 15 USC ch. 96. Persons signing this Amendment No. 2 agree that, if used, electronic/digital
signatures are intended to authenticate this writing and to have the same force and effect as the use of manual signatures.






 


The remainder of this page
is intentionally left blank.


 




    	 



    	 



    

IN WITNESS WHEREOF, the Parties have
caused this Amendment No. 2 to License Agreement to be executed and delivered by their duly authorized representatives as of the Amendment
No. 2 Effective Date.





 


 








	Alopexx,
    Inc.	 	Brigham
    and Women’s Hospital, Inc.
	 	 	 	 
	By:	/s/ Daniel
    R Vlock	 	By:	./s/ Rebecca Listfield, PhD
	Name:	Daniel
    R Vlock, MD	 	Name: 	Rebecca Listfield, PhD
	Title:	CEO	 	Title: 	Managing Director, Licensing
	Date:	2
    FEB 2022	 	Date: 	February
    2, 2022