EX-10.31





 Exhibit 10.31 

AMENDMENT TO LICENSE AGREEMENT 

Humabs Biomed, SA 
 And 

The Institute For Research in Biomedicine 

February 10, 2012 
 Whereas, Humabs Biomed
SA (“Humabs”) and the Institute for Research in Biodmedicine (“IRB”) are parties to a license agreement dated as of December 16, 2011 (the “License Agreement”). 

Whereas, Humabs is in the business of commercializing novel antibodies and related IP licensed to Humabs by the IRB. 

Whereas, Humabs from time to time enters into sublicense agreements with third parties, as permitted by the License Agreement, and the parties have agreed to
make certain amendments to the License Agreement as set forth herein to accommodate requests of certain sublicensees. 
 Whereas, Humabs has, on or about
the date hereof, entered into a sublicense agreement with Medimmune; references herein to “sublicensee” shall apply only to Medimmune unless and until the parties agree in writing to add other sublicensees who will also be included
hereunder. 
 Therefore, the parties agree as follows: 

Section 2.2 of the License Agreement shall be amended by adding the following sentence at the end of such section: “Copies of sublicense
agreements hereunder may be redacted where required by the sublicensee to remove financial and other information if and to the extent required by the sublicensee.” IRB acknowledges that the terms of such sub-licence
agreement are confidential and shall be treated as confidential information of Humabs in accordance with clause 5.4. IRB shall not disclose such sub-license agreement or any terms thereof to any person without
the prior express written consent of such sub-licensee, which consent may be withheld by such sub-licensee in its sole discretion. IRB shall limit internal
disclosure of such sub-license agreement only to persons with a need to know and who are bound by obligations of confidentiality with respect thereto equivalent to those set forth in the sub-license agreement.” 
 Section 2.3 of the License Agreement shall be amended by striking the first
sentence thereof and substituting the following in its place: “The IRB retains the right to practice the Licensed IP solely for internal research purposes (and not for commercial exploitation); such Licensed IP may be used for
teaching or education only to the extent it is has been published in a patent application or otherwise properly publicly disclosed, 

  
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and for clarity in no event will any such IP, or related knowhow or antibodies be used for teaching or education if such IP, knowhow or antibodies is confidential under the License Agreement or
Research Agreement between IRB and Humabs (including without limitation Research Invent ions, Knowhow , Research Records and Data as defined therein) or if such IP, knowhow or antibodies have been exclusively licensed to a sublicensee under terms
which prohibit its use for such purposes . 
 Section 5.3(b) of the License Agreement shall be amended by striking the reference
to “Sublicensees” there from. 
 Section 5.7 of the License Agreement shall be amended by adding the following sentence at the
end of such section: “The foregoing notwithstanding, any publication which contains information related to research projects undertaken in connection with a research agreement between Humabs and a third party shall not be
published without the approval of such third party in such third party’s sole discretion.” 
 Section 7.1 of the License Agreement
shall be amended by adding the following sentence at the end of such section: “The foregoing notwithstanding , IRB may not transfer to any third party any antibodies generated by IRB pursuant to research undertaken for Humabs or any third party
or any related know-how, materials or results.” 
 Executed as of the date first above written. 

 

							
	Humabs Biomed SA
		
	By:	 	 /s/ Jakob Nūesch

	Title:	 	Member of the Board

  

							
	Humabs Biomed SA
		
	By:	 	/s/ Anders Harfstraad
	Title:	 	President & CEO

  

											
	Institute for Research in Biomedicine	 	Institute for Research in Biomedicine	 	    
						
	By:	 	 /s/ Paolo Agustoni
	 	    	 	By:	 	 /s/ Mariagrazia Uguccioni
	 	
	Title:	 	Member of IRB Foundation Council	 		 	Title:	 	IRB Vice-director	 	


  
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