Alopexx, Inc. S-1 


 


Exhibit 10.5


 

 


[***]
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. 5 to the EXCLUSIVE PATENT LICENSE AGREEMENT


 


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


BWH
Agreement No. [***]


This
Amendment No. 5 to the Exclusive Patent License Agreement (“Amendment No. 5”) is effective as of February 2, 2022 (“Amendment
No. 5 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 [***] (“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 December 4, 2007, and amended
on December 2, 2009, February 2,


2010,
March 6, 2015, and 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 [***];


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. 5 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 [***] License Agreement (Pre-Sales Requirements) are hereby deleted
                                            in their entirety and replaced with the following:



“Pre-Sale
Requirements.


		i.	Within
                                            [***] after the EFFECTIVE DATE, and [***] thereafter as set forth in Section 5.1. COMPANY
                                            shall [***];



		ii.	Within
                                            [***] after the EFFECTIVE DATE, COMPANY will show [***] towards [***]. Acceptable documentation
                                            will be signed contract and evidence of payments;



 






     

    	 



    

 


 


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



 


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



 


		v.	Within
                                            [***]after the EFFECTIVE DATE, COMPANY will [***];



 


		vi.	Within
                                            [***] after the EFFECTIVE DATE, COMPANY will [***].”



		4.	The
                                            License Agreement is hereby amended by deleting section 4.6 (d) and inserting the following
                                            language in its place:



 


“(d)
[***]”


 


		5.	The
                                            License Agreement is hereby amended by deleting 4.7 (a)(ii) and inserting the following language
                                            in its place:



 


“(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. 5, be read and construed as a single
                                            agreement.



 


		7.	This
                                            Amendment No. 5 shall be governed by and construed in accordance with the laws of the Commonwealth
                                            of Massachusetts.



 


		8.	This
                                            Amendment No. 5 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. 5 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. 5 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. 5 to License Agreement to be executed and delivered by their duly
authorized representatives as of the Amendment No. 5 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