EX-10.8





 Exhibit 10.8 

CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([* * *]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD
BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 
 AMENDMENT NO. I TO LICENSE AGREEMENT 

THIS AMENDMENT NO I (the Amendment) is made as of August 15, 2017 (the Amendment Effective Date) by and between KUROS BIOSCIENCES
AG (formerly Cytos Biotechnology, LTD), a company registered in Switzerland whose registered office is at Wagistrasse 25, 8952 Schlieren, Switzerland (“Licensor”), and CHECKMATE PHARMACEUTICALS, INC., having its
registered office at One Broadway, 14lh Floor, Cambridge, MA 02142, USA, (“Checkmate”). Licensor and Checkmate may be referred to herein as a “Party” or,
collectively, as “Parties”. 
 WHEREAS 
  

	(A)	 Licensor and Checkmate entered into a License Agreement dated June 17, 2015 (the Agreement).



  

	(B)	 Pursuant to Section 13.8 (titled “Entire Agreement of the Parties, Amendment”) of the Agreement,
the Agreement may be amended only by the written agreement of the Parties. 


  

	(C)	 Licensor and Checkmate desire to amend the Agreement to classify Qb VLP Cancer Vaccines in the Field as
Licensed Compounds Series 4 and to mutually agree on the financial terms of Licensed Compounds Series 4 in accordance with the provisions of this Amendment. 


  

	(D)	 Additional IP required to develop Qb VLP Cancer Vaccines shall be included in Schedule 1.42 and the full cost
for the prosecution of these patents shall be borne by Checkmate. 


 NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Licensor and Checkmate agree as follows: 
  


	1.	 Qb VLP Cancer Vaccines definition 



It is hereby agreed that the below Clause 1.55a will be added to Article I of the Agreement. 

1.55a “Qb VLP Cancer Vaccine” means any Qb VLP, including CYT003, covalently conjugated or co-formulated
with any tumor antigen and delivered by subcutaneous, intramuscular, or intradermal injection or other route of vaccination, but specifically excluding intra-tumoral adminstration. 

 

	2.	 Modification of 1.36 Licensed Compounds 














 It is hereby agreed that in Clause I .36 the text 

“belonging to one of the three following series” will be replaced with “belonging to one of the four following series” 

And l.36(a) will change from “Series I: CYT003 (further described in Schedule 1.18)” to “Series I: CYT003 (further described in Schedule 1.18)
but excluding Licensed Compounds in Series 4 (as defined in 1.36(d)) 
 and, in 1.36(c) “(other than those in Series I and 2)” will be replaced by
“(other than those in Series 1, 2 and 4)”. 
 Also, the following Clause 1.36(d) will be added at the end of Clause 1.36 

“(d) Series 4: any Qb VLP Cancer Vaccine 
  

	3.	 Modification of 1.37 Licensed Compound Series 



It is hereby agreed that in Clause 1.37 the text 

“referred to individually in 1.36(a), (b) and (c)” 

will be replaced with 
 “referred to individually in
1.36(a), (b), (c) and (d)” 
  

	4.	 Addition of Development Milestones for Licensed Compounds Series 4: 



It is hereby agreed that the following table will be added to the end of Clause 5.2.1. 

 

			
	Development Milestones: Licensed Compound Series 4
(l.36(d))	  	Payment (all in USD)
	 	 
	
Dosing of the first patient in the first Phase I clinical trial
	  	[***]
	 	 
	
Dosing of the first patient in the first Phase 2 clinical trial
	  	[***]
	 	 
	
Dosing of the first patient in the first Phase 3 clinical trial
	  	[***]
	 	 
	
Upon the first New Drug Application filing with the FDA for regulatory approval in the United States
	  	[***]
	 	 
	
Upon the first MAA filing for regulatory approval in the European Union
	  	[***]
	 	 
	
Upon the first MAA filing for regulatory approval in the first of: China or Japan
	  	[***]
	 	 
	
Upon the first approval ofa New Drug Application in the United States
	  	[***]
	 	 
	
Upon the first approval of an MAA in the European Union
	  	[***]
	 	 
	
Upon the first approval of an MAA in the first of: China or Japan
	  	[***]

  

	5.	 Milestones for Additional Products in Licensed Compound Series 4. 














 It is hereby agreed that the current Clause 5.2.2 is replaced by 

“5.2.2 Each milestone payment in this Section 5.2 shall be payable only upon the first achievement of such milestone for the first Licensed Product
from the same Licensed Compound Series and no amounts shall be due for subsequent or repeated achievements of such milestone in with Licensed Products from such Licensed Compound Series, except for Licensed Products in Licensed Compound Series 4.
For Licensed Products in Licensed Compound Series 4 each milestone payment shall be as stated in Section 5.2.1 for the first Licensed Products in Licensed Compound Series 4, milestone payments shall be reduced by [***] for the second Licensed
Products in Licensed Compound Series 4, and shall be reduced by [***] for the third Licensed Products in Licensed Compound Series 4. For subsequent Licensed Products in Licensed Compound Series 4 no milestone payments shall be payable. For purposes
of clarity, each milestone payment in this Section 5.2 shall be payable only one time irrespective of the number of indications pursued for such Licensed Product in Licensed Compound Series 1, 2, and 3. For Licensed Products in Licensed
Compound Series 4 each milestone payment may be payable up to 3 times with milestone payments for the second and third Licensed Products being reduced as described in this Section 5.2.2.” 

 

	6.	 Modification of Clause 5.2.3 



It is hereby agreed to replace the current text of clause 5.2.3 with the following: 

5.2.3 Milestones payments will be made on the first achievement of each milestone listed in Section 5.2.1 for Licensed Products in Licensed Compound
Series I, 2 and 3. Milestone payments will be paid on the first, second and third achievement of each milestone listed in Section 5.2.1 for Licensed Products in Licensed Compound Series 4, with milestones for the second and third achievement of
said milestone being reduced as described in Section 5.2.2.” 
  

	7.	 Royalty Payments 



The Royalty Payments for Licensed Products in Licensed Compound Series 4 shall be the same as the royalty payments for Licensed Compound Series 2 set forth in
the Agreement in Section 5.3 with the exception that only the first three Licensed Products in Licensed Compound Series 4 reaching the market shall be eligible for Royalty payments. For clarity, no Royalties are due for the fourth and any
subsequent Qb VLP Cancer Vaccine Licensed Product reaching the market. Therefore, it is hereby agreed that in Section 5.3.1 the table will be replaced with the table below: 

 

									
	Net Sales in the Territory of all Licensed
Products in a calendar year	  	Licensed
Compound
Series 1	  	Licensed
Compound
Series 2	  	Licensed
Compound
Series 3	  	Licensed
Compound
Series 4
	 [***]
	  	[***]	  	[***]	  	[***]	  	[***]
	
[***]
	  	[***]	  	[***]	  	[***]	  	[***]
	
[***]
	  	[***]	  	[***]	  	[***]	  	[***]

 It is also hereby agreed to add the following to the end of Section 5.3.1: 

“For Licensed Products in Licensed Compound Series 1, 2 and 3 royalties are payable on all Licensed Product Net Sales, however for Licensed Products in
Licensed Compound Series 4 royalties are payable only on Net Sales of the first three Licensed Products in Licensed Compound Series 4.” 













	8.	 Addition of patents to Schedule 1.42 



It is hereby agreed to add the patents listed in Schedule I of this Amendment to Schedule 1.42 of the Agreement. 

 

	9.	 Existing terms and conditions 



Except as otherwise expressly amended by this Amendment No. 1, the terms and conditions of the Agreement shall remain in full force and effect, and
neither Party waives any right under the Agreement herein. 
  

	10.	 Counterparts 



This Amendment may be executed in any number of counterparts, each such counterpart shall be deemed to be an original instrument. and all such counterparts
together shall constitute but one agreement. Any such counterpart may contain one or more signature pages. 
 Remainder of page left blank intentionally













 SIGNED by the Parties or their duly authorized officers on the dates set forth below, to be effective on the
date set forth above. 
  

									
	 KUROS BIOSCIENCES AG
	 		 	 CHECKMATE PHARMACEUTICALS, INC

			
	Date: August 15, 2017	 		 	Date: August 16, 2017
					
	By:	 	/s/ Philippe Saudan	 		 	By:	 	/s/ Arthur M. Krieg
	Name: Philippe Saudan	 		 	Name: Arthur M. Krieg
	Title: CDO	 		 	Title: CEO


  
 5 













 Schedule 1 

Remainder of page left blank intentionally 














					
	Kuros Biosciences AGG	  		  	14.08.2017

  

  

			
	Patent Family:	  	In Vivo Activation of Antigen Presenting Cella for Enhancement of Immune Respond Induced by VLPs
	Applicant:	  	Kuros Biosciences AG
	Inventors:	  	Martin F. Bachmann, Franziska Lechner, Tazlo Stornl

  

																											
	Kuros
Reference
No.	  	Country	  	Application
Type	  	Application
Date	  	Application
No.	  	Priority
Country	  	Earliest
Priority
Date	  	Earliest
Priority
No.	  	Additional
Priorities	  	Publication
Date	  	Publication
No.	  	Grant
Date	  	Patent
No.	  	Status
	 P1009EPOO
	  	
EP
	  	PCT Based with Priority	  	16.09.2002	  	2783338.3	  	US	  	14.09.2001	  	60/318,967	  	 	  	27.03.2003	  	1425040	  	 	  	 	  	Pending
	 P1009JPOO
	  	
JP
	  	PCT Based with Priority	  	16.09.2002	  	2003-528574	  	US	  	14.09.2001	  	60/318,967	  	 	  	17.03.2005	  	2005-507388	  	21.08.2009	  	4360906	  	Granted
	 P1009PCOO
	  	
PC
	  	With Priority	  	16.09.2002	  	PCT/1802/04252	  	US	  	14.09.2001	  	60/318,967	  	 	  	27.03.2003	  	W02003/024480A2	  	 	  	 	  	Closed
	 P1009US04
	  	
us
	  	Continuation	  	20.12.2012	  	14/567,945	  	US	  	14.09.2001	  	60/318,967	  	 	  	12.11.2015	  	US2015-0320855	  	 	  	 	  	Pending















					
	Kuros Biosciences AGG	  		  	14.08.2017

  

  

			
	Patent Family:	  	 Molecular Antigen Array

	Applicant:	  	Kuros Biosciences AG
	Inventors:	  	 Wolfgang Renner, Martin Bachmann, Alain Tissct, Patrick Maurer, Franziska Lechner, Peter Sebbel, Christine Plossek


  

																											
	Kuros
Reference
No.	  	Country	  	Application
Type	  	Application
Date	  	Application
No.	  	Priority
Country	  	Earliest
Priority
Date	  	Earliest
Priority
No.	  	Additional
Priorities	  	Publication
Date	  	Publication
no.	  	Grant
Date	  	Patent
No.	  	Status
	P1011AU00	  	AU	  	PCT Based with Priority	  	21.01.2002	  	2002226263	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	 	  	 	  	28.06.2007	  	2002228263	  	Granted
	P1011AU01	  	AU	  	Divisional	  	21.01.2002	  	2007202761	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	 	  	 	  	06.05.2010	  	2007202761	  	Granted
	P1011BR00	  	BR	  	PCT Based with Priority	  	21.01.2002	  	P10206566-5	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	 	  	 	  	 	  	 	  	Pending
	P1011CA00	  	CA	  	PCT Based with Priority	  	21.01.2002	  	2,433,316	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	 	  	 	  	13.08.2013	  	2433316	  	Granted
	P1011CHEP	  	CH	  	Validated after EPC	  	21.01.2002	  	2710211	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	25.07.2002	  	1370290	  	01.06.2016	  	1370290	  	Granted
	P1011CN00	  	CN	  	PCT Based with Pnortty	  	21.01.2002	  	02803869.X	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	07.04.2004	  	1487840A	  	21.02.2007	  	ZL02803869.X	  	Granted
	P1011JP01	  	JP	  	Divisional	  	21.01.2002	  	2008-274671	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	18.06.2009	  	2009-132689	  	11.01.2013	  	5175160	  	Granted















					
	 Kuros Biosciences AGG
	  		  	 14.08.2017


  


																											
	Kuros
Reference
No.	  	Country	  	Application
Type	  	Application
Date	  	Application
No.	  	Priority
Country	  	Earliest
Priority
Date	  	Earliest
Priority
No.	  	Additional
Priorities	  	Publication
Date	  	Publication
no.	  	Grant
Date	  	Patent
No.	  	Status
	P1011JP03	  	JP	  	Divisional	  	21.01.2002	  	2015-094858	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	19.11.2015	  	2015-205881	  	 	  	 	  	Pendng
	P1011NLEP	  	NL	  	Validated after EPC	  	21.01.2002	  	2710211	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	25.07.2002	  	1370290	  	01.06.2016	  	1370290	  	Granted
	P1011PC00	  	PC	  	With Priority	  	21.01.2002	  	PCT/IB02/00166	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	25.07.2002	  	WO2002/056905A2	  	 	  	 	  	Closed
	P1011RU01	  	RU	  	PCT Based with Prionty	  	21.01.2002	  	2003125363	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	 	  	 	  	27.03.2007	  	2295973	  	Granted
	P1011RU01	  	RU	  	Divisional	  	21.01.2002	  	2206141850	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	 	  	 	  	10.01.2012	  	2438701	  	Granted
	P1011US04	  	US	  	With Priority	  	18.01.2002	  	10/050,902	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	18.09.2003	  	2003/0175290A1	  	04.09.2007	  	7,264,810	  	Granted
	P1011US09	  	US	  	Continuation	  	17.01.2017	  	151407920	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	 	  	 	  	 	  	 	  	Pend ng
	P1001DEEP	  	DE	  	Validated after EPC	  	21.01.2002	  	2710211	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	25.07.2002	  	1370290	  	01.06.2016	  	1370290	  	Granted















					
	 Kuros Biosciences AGG
	  		  	 14.08.2017


  


																											
	Kuros
Reference
No.	  	Country	  	Application
Type	  	Application
Date	  	Application
No.	  	Priority
Country	  	Earliest
Priority
Date	  	Earliest
Priority
No.	  	Additional
Priorities	  	Publication
Date	  	Publication
no.	  	Grant
Date	  	Patent
No.	  	Status
	P1011EP00	  	EP	  	PCT Based with Prionty	  	21.01.2002	  	2710211	  	US	  	19.01,2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	25.07.2002	  	1370290	  	01.06.2016	  	1370290	  	Granted
	P1011EP01	  	EP	  	Divisional	  	21.01.2002	  	10012605.1	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	14.09.2011	  	2364727	  	 	  	 	  	Pending
	P1011FREP	  	FR	  	Validated after EPC	  	21.01.2002	  	2710211	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	25.07.2002	  	1370290	  	01.06.2016	  	1370290	  	Granted
	P1011GBEP	  	GB	  	Validated attar EPC	  	21.01.2002	  	2710211	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	26.07.2002	  	1370200	  	01.06.2016	  	1370290	  	Granted
	P1010IEEP	  	IE	  	Validated attar EPC	  	21.01.2002	  	2710211	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	25.07.2002	  	1370290	  	01.06.2016	  	1370290	  	Granted
	P1011IN00	  	IN	  	PCT Based with Priority	  	21.01.2002	  	1120/CHENP/2003	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	 	  	 	  	07.01.2009	  	227435	  	Granted
	P1011IN01	  	IN	  	Divisional	  	21.01.2002	  	1503/CHENP/2008	  	US	  	19.01.2001	  	60/262.379	  	 60/288.549

(04.05.2001);
 60/326.998

(05.10.2001);
 60/331.045

(07.11.2001);
	  	 	  	 	  	18.03.2011	  	246862	  	Granted