EX-10.32





 Exhibit 10.32 

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. 
 Amendment Agreement 

 

			
		
	dated	  	January 29th, 2018
		
	between	  	 Institute for Research in Biomedicine
  

Via Vincenzo Vela 6

CH-6500 Bellinzona
  

hereinafter: “IRB”

		
	and	  	 Humabs BioMed SA
  

Via Mirasole 1
 CH-6500
Bellinzona
  
 hereinafter: “Humabs”

 
 (IRB and Humabs each a “Party” and together the
“Parties”)

		
	concerning	  	the License Agreements dated 16 December 2011














			
	Amendment Agreement	  	

 Recitals 
  

	A)	 On 16 December 2011, IRB and Humabs (then still acting under its former company name Humabs Holding GmbH)
entered into an amended and restated exclusive license agreement (as amended by an amendment agreement dated 10 February 2012, the “Holding License Agreement”). 



 

	B)	 On 16 December 2011, IRB and the former Humabs BioMed SA entered into an exclusive license agreement (as
amended by an amendment agreement dated 10 February 2012, the “Biomed License Agreement”; the Holding License Agreement and the Biomed License Agreement the “License Agreements”). 



 

	C)	 On 17 March 2016, IRB, Humabs (then still acting under its former company name Humabs Holding GmbH) and
the former Humabs BioMed SA entered into a letter agreement concerning the License Agreements and a research and development agreement between IRB and the former Humabs BioMed SA (the “Letter Agreement”; the License Agreement and
the Letter Agreement together the “Agreements”). 


  

	D)	 On 31 Mai 2017, Humabs absorbed the former Humabs BioMed SA by the means of a merger and changed its company
name from Humabs Holding AG into its current company name Humabs BioMed SA. 


  

	E)	 As a result of the merger referred to in Section D) of these Recitals, all Agreements exist between the IRB and
Humabs and IRB and Humabs are the only parties to the Agreements. 


  

	F)	 The Parties have agreed to amend the Agreements as follows: 



1 Definitions 
 Unless otherwise defined
herein, terms with capitalized initials shall have the meaning as defined in the Biomed License Agreement. 
  

			
	2 Amendment of the definition of the term “Sublicense Income” in the License Agreements.	  	

 In both License Agreements the definition of the term “Sublicense Income” shall be amended and
replaced in its entirety by the following: 
 “Sublicense Income” means [***] granted Humabs under
Section 2.1. For clarity, [***]. In addition, “Sublicense Income” shall not include [***].” 

  
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	Amendment Agreement	  	

  

	3	 Deletion of Section 1.2 of the Letter Agreement 



Section 1.2 of the Letter Agreement shall be deleted in its entirety. 

 

	4	 Entry into Force 



This Amendment Agreement and the respective amendments of the Agreements shall enter into force upon the execution of this Amendment Agreement
by both Parties. 
 Except as otherwise provided herein, all provisions of the Agreements shall remain unaltered and fully in force. 

 

	5	 Governing Law 



This Amendment Agreement shall be governed and interpreted in accordance with the laws of Switzerland, without reference to its conflict of law
provisions. 
  

	6	 Dispute Resolution 



 

			
	 Sections 11.1 (Disputes) and 11.2 (Arbitration) of the License Agreements are incorporated by reference
to this Amendment Agreement.
	  	


  
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	Amendment Agreement	  	

  

	7	 Counterparts 



This Amendment Agreement may be executed in counterparts or facsimile versions, each of which shall be deemed to be an original, and both of
which together shall be deemed to be one and the same agreement. 
 Signatures 

Bellinzona, this January 29th, 2018 

Humabs BioMed SA 
  

			
	
	/s/ Filippo Riva
	Name:	 	Filippo Riva
	Title:	 	Managing Director

 Bellinzona, this 31/1/2018 

The Institute for Research in Biomedicine 
  





 
  
 



 

  
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