Blueprint





 










 



Exhibit 10.3

 





FIRST
AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT


 





This
First Amendment ("First Amendment"),
effective as of April 3, 2017 ("Effective Date"), is
entered into by and between Yissum Research Development Company of
the Hebrew University of Jerusalem, an Israeli corporation with its
principal office at Hi-Tech Park, Edmond


J.
Safra Campus, Givat-Ram, Jerusalem P.O. Box 39135, Jerusalem 91390
Israel ("YISSUM"), and Edesa
Biotech Inc., an Ontario corporation with its principal office at
100 Spy Court, Markham, Ontario, L3R 5H6 ("EDESA"). YISSUM and
EDESA may be referred to herein individually as a "Party" or collectively
as the "Parties". Reference to
a Party shall be deemed to include that Party's
Affiliates.


 





RECITALS:

 







A.

The Parties
executed a license agreement on June 29, 2016 (the "License Agreement")
pursuant to which Yissum granted EDESA an exclusive, worldwide
license to use the Licensed Technology for the Development and
Commercialization of the Product in the Field in the Territory;
and






 







B.

Pursuant to the License Agreement, the Licensed
Technology did not include the Patents listed in Appendix B/3
annexed to the License Agreement (the "B/3 Patents") since at that time they were not fully assigned
to YISSUM; but YISSUM had agreed to include them in the Licensed
Technology upon full assignment of such patents to
YISSUM.






 







C.

Pursuant to the
License Agreement, EDESA agreed to pay fifty percent (50%) of all
costs associated with the Patent Management of the B/3 Patents
until YISSUM had received full assignment of such patents, at which
point, EDESA would be responsible for one hundred percent (100%) of
all costs associated with the Patent Management of the B/3
Patents.






 







D.

The Pa1iies wish to
amend Appendix Band certain sections of the License Agreement with
respect to the B/3 Patents, as well as other patents.






 





In
consideration of the foregoing premises and the mutual covenants
herein contained, the Parties hereby agree as follows:

 







1.

Interpretation and
Definitions






 







1.1.

The preamble and
appendices annexed to this First Amendment constitute an integral
part hereof and shall be read jointly with its terms and
conditions.






 







1.2.

In this Amendment,
unless otherwise required or indicated by the context, the singular
shall include the plural and vice-versa, the masculine gender shall
include the female gender, and the use of the word "or" shall mean
"and/or".






 







1.3.

The headings of the
sections in this Amendment are for the sake of convenience only and
shall not serve in the interpretation of the
Agreement.






 




 

1








 





 







1.4.

In this Amendment,
capitalized terms shall have the meanings set forth in the License
Agreement, unless provided otherwise herein.






 







2.

The Parties
acknowledge that the U.S. and Canadian patents that are part of the
B/3 Patents have been fully assigned to YISSUM as of March 26, 2017
(the "Assignment
Date") and shall be included in the Licensed Technology, and
further acknowledge that by reason of such assignment, pursuant to
section 11.3 of the License Agreement, EDESA is responsible for one
hundred percent (100%) of all costs associated with the Patent
Management of these patents as of the Assignment Date.






 







3.

The following US
patent, which was always owned solely by Yissum but was licensed to
Celsus, shall be added to Appendix B/1 of the License
Agreement:






 





US
Patent No. 8,383,787: Use of Lipid Conjugates In the Treatment of
Disease (Yissum Ref: 2510-90).


 







4.

The Parties have
agreed to update the version of Appendix B annexed to the License
Agreement by replacing it in its entirety by the new Appendix B
attached to this First Amendment.






 







5.

This First
Amendment shall be read together with the License Agreement and
shall represent the complete current understanding between the
Parties hereto with respect to the subject matter
hereof.






 







6.

Unless otherwise
specifically stated in this First Amendment, all of the terms and
conditions set forth in the Agreement remain in full force and
effect. In any event of a conflict between and conditions contained
in this First Amendment and the License Agreement, the terms
contained in this First Amendment shall govern.






 




7.

This First
Amendment may be executed in counterparts and executed signature
pages may be sent by fax and e-mail via PDF, all of which taken
together shall be deemed to constitute one and the same
instrument.






 






[Signature on the next page]


 




 

2








 





 





IN WITNESS WHEREOF, the
parties have caused this First Amendment to be executed by their
duly authorized representatives as of the Effective
Date.


 




	

YISSUM

	
 

	

EDESA
BIOTECH INC.

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	

By:

	

/s/
Shoshi Keynan

	
 

	

By:

	

/s/
Pardeep Nijhawan

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	

Name:

	

Shoshi
Keynan, Ph.D.

	
 

	

Name:

	

Pardeep
Nijhawan

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	

Title:

	

VP
Licensing, Pharmaceuticals

	
 

	

Title:

	

Director

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	

By:

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	

Name:

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	

Title:

	
 

	
 

	
 

	
 

	
 







 


Prof.
Yedgar Acknowledgment


 



/s/ Saul Yedgar


 




 

3








 










 



Appendix B


 



(Patents)


 







(1)

Licensed
Composition of Matter Patents:





 


 


	

Patent/Application

	

Title

	

Yissum
ref


	

us 8,865,878

	

Use of
Lipid Conjugates In the Treatment of Disease

	

2510-51


	

CA
2,558,416

	

Use of
Lipid Conjugates In the Treatment of Disease

	

2510-18


	

EP
1758595

	

Use of
Lipid Conjugates In the Treatment of Disease

	

2510-19


	

us 8,383,787:

	

Use of
Lipid Conjugates In the Treatment of Disease

	

2510-60


	

us 2014-0199241


us 14/115,869

	

Liposomes
comprising polymer- Conjugated lipids and uses

	

4097-08


	

CA
2834918

	

Liposomes
comprising polymer- Conjugated lipids and


uses

	

4097-06


	

us 2015-0119567


us 14/525111

	

Lipid-polymer
conjugates, their preparation and uses


thereof

	

3860-09


	

CA
2761590

	

Lipid-polymer
conjugates, their preparation and uses


thereof

	

3860-08







 







(2)

Method of Use or
Other patents.





 


	

Patent/Application

	

Title

	

Yissum
ref.


	

us 7,772,196

	

Use of
Lipid Conjugates In the Treatment of Disease

	

2510-14


	

us 8,901,103

	

Use of
Lipid Conjugates In the Treatment of Disease

	

2510-44


	

AU
2011201154

	

Use of
Lipid Conjugates In the Treatment of Disease

	

2507-AU







 


 


 








 

4








 





 







(3)

Patents still need
to be assigned to Yissum and included in the Licensed
Technology.






 




	

Patent/Application

	

Title

	

Yissum
ref.


	

EP
2706988

	

Liposomes
comprising polymer-Conjugated lipids and


uses

	

4097-04


	

EP
2429532

	

Lipid-polymer
conjugates, their preparation and uses


thereof

	

3860-04







 


 


 


 


 


 


 


 


 


 


 




 

5