EX-10.5



 EXHIBIT 10.5 

CONFIDENTIAL TREATMENT REQUESTED 
  

					
		  		  	 Pieris AG
 Lise-Meitner-Straße
30
 D-85354 Freising
 Germany

P: +49 (0) 8161 1411 400
 F: +49 (0) 8161 1411 444

Email: infoOpieris-aq.com 
  

www.pieris-ag.com


 Freising, February 20, 2013 

Re: Adding a Third Program under the September 24th, 2010 Collaboration And License Agreement (“Agreement”) by and between Sanofi (formerly
Sanofi-Aventis), Sanofi-Pasteur and Pieris. 
 Dear Sirs, 

This letter will confirm the understanding between Sanofi and Pieris regarding the addition of a third (3rd) Program as described in Appendix A hereof
(“Third Program”) to the Agreement (“First Letter Agreement”). Accordingly, the Parties hereby agree that 
 (i) the
Period for a Program Request under Section 2.6(b)(ii) of the Agreement is hereby extended until the date of this First Letter Agreement; 

(ii) Sanofi hereby provides a Program Request, by virtue of a signed copy of Appendix A, for the Third Program in accordance with
Section 2.1 of the Agreement; 
 (iii) Pieris hereby provides a positive Program Response, by virtue of a counter-signed copy of
Appendix A, for the Third Program in accordance with Section 2.2 of the Agreement, with such Third Program being licensed to Sanofi as specified in Section 6.3 of the Agreement; and 

(iv) all rights and obligations of the Parties as set forth in the Agreement with respect to any Program effectively initiated by and between
the Parties under the Agreement shall apply to the Third Program. 
 Seite 1 von 2 

 

					
	 Sitz der Aktiengesellschaft:

Lise-Meitner-Straße 30
 85354 Freising-Weihenstephan
Amtsgericht München
 HRB 133223
	  	 Vorstand:
 Stephen S. Yoder, Claus
Schalper
 Laurent Audoly
	  	 Bankverbindung:
 Deutsche
Bank München
 Konto-Nr.: 210 42 48
 BLZ: 700 700 10

IBAN: DE12 70070010
 0210424800

BIC (SWIFT Code): DEUTDEMM

	  	 Vorsitzender des Aufsichtsrates:
 Dr.
Hans A. Kupper
	  

 Portions of the exhibit, indicated by the mark “[***],” were omitted and have been filed
separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 CONFIDENTIAL TREATMENT REQUESTED 

 

 If the terms of this First Letter Agreement are acceptable to Sanofi, please counter-sign two originals of
this letter and return one original copy to Pieris for our records. 
  

	
	With best regards,
	
	 /s/ Stephen S. Yoder


 Pieris AG 

Freising, February 20, 2013 
 Agree this
February 20th, 2013, 
  

					
	 /s/ Philippe Goupit
	 		 	 /s/ Authorized Signatory

			
	Sanofi	 		 	Sanofi Pasteur

  

	1 	All upper-cased terms herein shall have the same meaning as ascribed to such terms in the Agreement. 


Seite 2 von 2 
  

					
	 Sitz der Aktiengesellschaft:

Lise-Meitner-Straße 30
 85354 Freising-Weihenstephan
Amtsgericht München
 HRB 133223
	  	 Vorstand:
 Stephen S. Yoder, Claus
Schalper
 Laurent Audoly
	  	 Bankverbindung:
 Deutsche
Bank München
 Konto-Nr.: 210 42 48
 BLZ: 700 700 10

IBAN: DE12 70070010
 0210424800

BIC (SWIFT Code): DEUTDEMM

	  	 Vorsitzender des Aufsichtsrates:
 Dr.
Hans A. Kupper
	  


  
 Portions of the
exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as amended. 









 CONFIDENTIAL TREATMENT REQUESTED 

 

 Appendix A 

Program and Section 6.3 License Request 

Target(s) requested pursuant to Section 2.1 of the COLLABORATION AND LICENSE AGREEMENT (define: by common name(s), accession number, and amino
acid sequence, if possible): 
 [***] 
 [***] 

[***] 
 [***] 

[***] 
 [***] 

[***] 
 [***] 

[***] 
 >[***] 

[***] 
  

									
	SANOFI	 		 	SANOFI PASTEUR
					
	By:	 	 /s/ Philippe Goupit
	 		 	By:	 	 /s/ Authorized Signatory

					
	Name:	 	Philippe Goupit	 		 	Name:	 	
					
	Title:	 	Vice President Corporate Licenses	 		 	Title:	 	
			
	this 2nd day of February, 2013	 		 	this 8th day of April, 2013
					
	PIERIS	 		 		 		 	
					
	By:	 	 /s/ Stephen S. Yoder
	 		 		 	
					
	Name:	 		 		 		 	
					
	Title:	 		 		 		 	

 this 20th day of February, 2013 

  
 Portions of the
exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.