Exhibit 10.1


 





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Second
Amendment to License Agreement


 


This Second
Amendment to License Agreement (the “Amendment”) is made and entered into as of March 20, 2020, by and between AC
Immune SA, a Swiss Company (“ACI”) and Eli Lilly and Company, an Indiana Corporation (“Lilly”). (As used
herein ACI and Lilly may be individually referred to as a “Party” and collectively referred to as the “Parties”).


 


RECITALS


 


WHEREAS,
ACI and Lilly are parties to that certain License Agreement dated December 11, 2018 (the “Original Agreement”) related
to developing small molecule tau inhibitors and that certain First Amendment to License Agreement dated September 19, 2019 (the
“First Amendment”) amending the Original Agreement (the Original Agreement, as amended by the First Amendment, the
“Agreement”); and


 


WHEREAS,
the Parties desire to amend the Agreement to reflect the Parties’ agreement to the terms and conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the premises and the mutual promises and conditions set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby
agree as follows:


 


AGREEMENT


 


		1.	Definitions.
                                         All capitalized terms used in this Amendment but not otherwise defined herein shall have
                                         the same meanings given to such terms in the Agreement.



 


		2.	Amendments
                                         to Agreement.



 


		a)	Section
                                         7.2.1(i) of the Agreement shall be deleted in its entirety and replaced with the following:
                                         



 


		(i)	(a)
                                         within ten (10) Business Days after the end of the Lilly Pre-Clinical Activities Period,
                                         but in no event later than October 7, 2019, thirty million Swiss Francs (CHF 30,000,000)
                                         and (b) ten (10) million Swiss Francs (CHF 10,000,000) no later than March 31, 2020;



 


		b)	Section
                                         7.2.1(ii) of the Agreement shall be deleted in its entirety and replaced with the following:
                                         



 


(ii) (a) within sixty
(60) days after the first patient dosed in the first Phase 2 Clinical Trial of any Licensed Product in the United States or European
Union, sixty million Swiss Francs (CHF 60,000,000) and (b) within sixty (60) days after the first patient dosed in the first Phase
3 Clinical Trial of any Licensed Product in the United States or European Union, one hundred and sixty million Swiss Francs (CHF
160,000,000); 



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provided that, for clarity, for the purposes of Section 7.2.1(ii)(a), a Phase 1 Clinical Trial that has primary
objectives of detecting impact of a Licensed Product on biomarkers with the measures of clinical progression as secondary outcomes
would not meet the definition of a Phase 2 Clinical Trial; provided, further that, notwithstanding the foregoing, (x) the
milestone set forth in Section 7.2.1(ii)(a) shall be deemed to have been achieved upon the earliest to occur of the following
events: (1) sixty (60) days after the date of submission of the protocol to any Regulatory Authority for any Phase 3 Clinical
Trial for any Licensed Product in the United States or European Union based in part upon data obtained from any Phase 1 Clinical
Trial of such Licensed Product, and (2)  any achievement of the milestone set forth in Section 7.2.1(ii)(b) and (y) the
milestone set forth in Section 7.2.1(ii)(b) shall be deemed to have been achieved upon the earliest achievement of any of the
milestones set forth in Sections 7.2.1(iii), (iv), (vi), (vii), (ix) or (x);


 


		c)	The
                                         last sentence of Section 7.2.1 shall be deleted and replaced with the following:



 


The maximum aggregate
amount payable by Lilly pursuant to this Section 7.2.1 is eight hundred eighty million Swiss Francs (CHF 880,000,000).


 


		d)	Section
                                         12.2.6 of the Agreement shall be deleted in its entirety.



 


		3.	Limitation
                                         of this Amendment. Except as expressly provided herein, the Agreement is, and shall
                                         continue to be, in full force and effect in accordance with its terms, without further
                                         amendments thereto.



 


		4.	Counterparts.
                                         This Amendment may be executed in two (2) or more counterparts, each of which shall be
                                         deemed to be an original, but all of which together shall constitute one and the same
                                         instrument. This Amendment may be executed by facsimile, PDF format via email or other
                                         electronically transmitted signatures and such signatures shall be deemed to bind each
                                         Party hereto as if they were original signatures.



 


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THIS AMENDMENT IS EXECUTED by
the authorized representatives of the Parties as of the date first written above.


 


 


	ELI
    LILLY AND COMPANY	AC
    IMMUNE SA
	 	 
	By:
        /s/ David Ricks

         

        Name:
        David A. Ricks

         

        Title: President and
        CEO

        
	By:
        /s/ Andrea Pfeifer

         

        Name:
        Andrea Pfeifer

         

        Title:
        Chief Executive Officer

        

	 	 
	 	 
	 	AC
        IMMUNE SA

        

	 	 
	 	By:
        /s/ Martin Velasco

         

        Name:
        Martin Velasco

         

        Title:
        Vice-Chairman

        





 


 


 






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