EX-10.24



 Exhibit 10.24 

CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 
 AMENDMENT NO. 2 TO 

COLLABORATIVE RESEARCH, LICENSE & COMMERCIALIZATION AGREEMENT 

DATED JANUARY 18, 2007 

By and Between 

AMBRX, INC. 

and 
 ELANCO
ANIMAL HEALTH 







 CONFIDENTIAL 

THIS AMENDMENT AGREEMENT is made on the 17th day of June, 2009 (the “Amendment Effective
Date”) by and between: 
 AMBRX, INC., a Delaware corporation (“AMBRX”), having a place of business at 10975 North Torrey
Pines Road, La Jolla, California 92037; 
 and 

ELI LILLY AND COMPANY, an Indiana corporation operation through its Elanco Animal Health division and having a principal place of business at 2001 W.
Main Street, Greenfield, Indiana 46140 (“Elanco”). 
 RECITALS: 

WHEREAS, AMBRX and Elanco entered into a Collaborative Research, License & Commercialization Agreement (Agreement), effective January 18,
2007, to collaborate on and to conduct research and development activities for commercialization of Products; 
 WHEREAS, capitalized terms used and
not otherwise defined in this Amendment are used as defined in the Collaboration Agreement. 
 NOW, THEREFORE, in consideration of the promises and
mutual covenants set forth herein, the Parties agree to amend the Agreement and agree as follows: 
  

	1.	Section 1.11 of the Agreement shall be deleted and replaced with new Section 1.11 as follows: 


1.11 “Elanco Compound” means any one or more of (a) [***] (as specifically defined in Exhibit B to this Agreement), (b) any polypeptides made in the Design & Development Program that are modifications or derivatives of a molecule
described in part (a) of this definition, or (c) [***] through December 31, 2009 as specifically defined in Exhibit B to this Agreement. The Parties may mutually agree in writing to add additional development targets to the
Design & Development Program, in which event “Elanco Compounds” shall also include such additional development targets and modifications and derivatives thereof made in the Design & Development Program. 

 

	2.	Exhibit A, Page 1, of the Agreement shall be deleted and replaced with new Exhibit A, Page 1, as follows: 


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 


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 CONFIDENTIAL 

 

 Ambrx Inc. / Elanco Animal Health 

Collaborative Research, License & Commercialization Agreement 

EXHIBIT A (page 1) 

PRODUCT DEVELOPMENT PLAN 

(The first draft must be consistent with the outline of scope of this project and responsibilities outline in this Exhibit A, and will be
provided by the Project Team to the Steering Committee within 60 days of the completion of Elanco due diligence, with final approval by Steering Committee within 90 days after receipt of the first draft) 

[***] 

  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 


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 CONFIDENTIAL 

 


	3.	The Parties have agreed to amend Exhibit B (“Elanco Compounds”) to replace the [***] paragraph located on page 42 of the Agreement with the following paragraph: 


[***] 

[***] 
 All other terms, obligations, and
conditions of the Agreement shall remain in full force and effect, and are unmodified by this Amendment. The terms of this Amendment are hereby incorporated into the Agreement as though fully set forth therein. 

[Remainder of this page intentionally left blank] 

  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 


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 CONFIDENTIAL 

 

 IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed and
delivered by their respective duly authorized officers. 
  

			
	EXECUTED	  	
		
	Signed on behalf of	  	)
	Eli Lilly and Company, operating through its	  	)
	Elanco Animal Health division	  	)
	by an authorized officer in the presence of:	  	)


					
			
	 /s/ Lori Stephens
	 		 	 /s/ William C. Weldon

	Signature of Witness	 		 	Signature of Authorized Officer
			
	 Lori Stephens
	 		 	 William C. Weldon

	Name of Witness (please print)	 		 	Name of Authorized Officer (please print)
			
	 June 24, 2009
	 		 	
	Date Signed	 		 	


			
		
	Signed on behalf of	  	)
	Ambrx, Inc.	  	)
	by an authorized officer in the presence of:	  	)


					
			
	 /s/ Amy M. Sheridan
	 		 	 /s/ Stephen W. Kaldor, Ph.D.

	Signature of Witness	 		 	Signature of Authorized Officer
			
	 Amy M. Sheridan
	 		 	 Stephen W. Kaldor, Ph.D.

	Name of Witness (please print)	 		 	President and Chief Executive Officer
			
	 July 6, 2009
	 		 	
	Date Signed	 		 	


  
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