EX-10.9





 Exhibit 10.9 

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. 2 

TO LICENSE AGREEMENT 
 THIS AMENDMENT
NO. 2 (the Second Amendment) is made as of January 5, 2018 (the Second 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,
14th 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), as
amended on August 15, 2017. 


  

	(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 (i) expand the Field definition from the
diagnosis, treatment and/or prevention of cancer in humans and animals to the diagnosis, treatment and/or prevention of any and all indications in humans and animals (the additional Fields hereinafter “Non Cancer Indications”), and
(ii) agree on the financial terms for products to diagnose, treat and/or prevent Non Cancer Indications. Products containing human lgE, pTau/Tau, Amyloid beta, Influenza HA modifications or fragments thereof conjugated to Qbeta shall be
explicitly excluded from the license. 


  

	(D)	 It is acknowledged and agreed that subject to the terms of the Agreement (as amended), the rights granted
hereunder to Checkmate and its Affiliates automatically include the right and license to use new, improved, modified or additional Licensor Technology which are controlled by Licensor at any time during the Term. 



 

	(E)	 Additional IP required to develop Non-Cancer Indications Licensed
Products shall be included in Schedule 1.42 and future costs 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: 

Amendment and License Grant 

  
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	 	1.	 Modification of 1.28 Field Definition 



It is hereby agreed that current Clause 1.28 
 1.28
“Field” means the diagnosis, treatment and/or prevention of cancer in humans and animals 
 Is changed to 

1.28 “Field” means the diagnosis, treatment and/or prevention of all indications in humans and animals 

 

	 	2.	 Addition of definitions 



It is hereby agreed the following definitions will be added to Article 1. 

1.73    “Cancer Field” means the diagnosis, treatment and/or prevention of cancer in humans and animals. 

1.74    “Non-Cancer Field” means the diagnosis, treatment and/or prevention of all
indications except cancer in humans and animals. 
  

	 	3.	 Modification of 1.36 Licensed Compound Series 



It is hereby agreed that Clause 1.36 (a) will be changed to “belonging to one of the three following series” will be replaced with “belonging
to one of the five following series” 
 It is hereby agreed to replace the current text of clause 1.36(a) with the following: 

1.36(a) Series 1: CYT003 (further described in Schedule 1.18) but excluding Licensed Compounds in Series 4 (as defined in 1.36(d)) and Licensed Compounds
Series 5 (as defined in l.36(e)) 
 Clause (e) will be added to 1.36 

(e) Series 5: Qb VLPs, including CYT003, covalently conjugated with any antigen except lgE, pTau/Tau, Amyloid beta, Influenza HA or any modifications,
improvements, fragments, variants or derivatives thereof and any fusion products containing the foregoing. Also, all Qb VLP Cancer Vaccines are excluded from Series 5. 
  

	 	4.	 Modification of 1.37 Licensed Compound Series 



It is hereby agreed that in Clause 1.37 the text 

“referred to individually in l .36(a), (b), (c) and (d)” 

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

  
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	 	5.	 Milestone Extension of License 



In partial consideration of the rights granted by Licensor to Checkmate and subject to the terms and conditions set forth in the Agreement, Checkmate shall
pay to Licensor a one-time, non-refundable milestone payment of [***] within thirty (30) days after the execution of this Second Amendment. 

 

	 	6.	 Milestone Payments for Licensed Compound Series 5 



The Milestone payments for Licensed Compound Series 5 shall be the same as the Milestone payments for Licensed Compound Series 2. Therefore, it is hereby
agreed that in Section 5.2.1 the following two tables 
 [***] 

 

	 	7.	 Milestones for Additional Products in Licensed Compounds 



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 with Licensed Products from such Licensed Compound Series, except for Licensed Products in Licensed Compound Series I in the
Non-Cancer Field and Licensed Compound Series 4 and Licensed Compound Series 5 in the Field. For Licensed Products in Licensed Compound Series 4 each milestone payment shall be as stated in Section 5.2.1
for the first Licensed Product to reach said milestone in Licensed Compound Series 4, milestone payments shall be reduced by [***] for the second Licensed Product in Licensed Compound Series 4 to reach said milestone, and shall be reduced by [***]
for the third Licensed Product in Licensed Compound Series 4 to reach said milestone. For Licensed Products in Licensed Compound Series I in the Non-Cancer Field each milestone payment shall be as stated in
Section 5.2.1 for the first Non-Cancer indication in which such Milestone is reached, for the second Non-Cancer indication in which such milestone is reached with
Licensed Compound Series I the payments shall be reduced by [***] for the third Non-Cancer indication in which such milestone is reached with Licensed Compound Series I in the
Non-Cancer Field the payments shall be reduced [***]. For Licensed Products in Licensed Compound Series 5, each milestone payment shall be as stated in Section 5.2.1 for the [***] Licensed Products to
reach said milestone in Licensed Compound Series 5.” 
  

	 	8.	 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 2 and 3, and for Licensed Products in Licensed Compound Series I in the Cancer Field. 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 and for Licensed Products in Licensed Compound Series I in the Non-Cancer Field, with milestones for the second and third achievement of said milestone being reduced as described in
Section 5.2.2. Milestone payments will be paid on the first, second, third, fourth and fifth achievement of each milestone listed in Section 5.2.1 for Licensed Products in Licensed Compound Series 5.” 

  
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	 	9.	 Royalty Payments 



The Royalty Payments for Licensed Products in Licensed Compound Series 1 shall be the same for the Cancer and the
Non-Cancer field and the Royalty Payments for Licensed Products in Series 5 shall be the same as the Royalty Payments for Licensed Products in Licensed Compound Series 2 as set forth in the Agreement in
Section 5.3. Therefore, it is hereby agreed that in Section 5.3.1 the table will be replaced with the table below: 
 [***] 

It is also hereby agreed to change the text at the end of Section 5.3.1: 

“For Licensed Products in Licensed Compound Series I, 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 [***] Licensed Products in Licensed Compound Series 4.” 
 With the
following text: 
 “For Licensed Products in Licensed Compound Series 1, 2 and 3, and 5 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 [***] Licensed Products in Licensed Compound Series 4.” 
  

	 	10.	 Certain Representations 



As of the Second Amendment Effective Date, Licensor represents and warrants that (i) it has the right under the Licensor Technology to grant the licenses
under Section 3.1 of the Agreement, including that Licensor Controls all Licensor Patents for all uses within the Field; (ii) it has not transferred the process for the production of CYT003 as of the date hereof to any current Licensee (or
any other Third Party) except Checkmate, its current contract manufacturer Fuji Diosynth, and Arbutus BioPharma Corp whose license is now terminated and (iii) it has only granted licenses to Third Parties (other than Checkmate) for CYT003
conjugated to antigens and not to CYT003 when used alone. 
 Licensor hereby covenants that it will not materially amend the scope of any existing license
granted to a Third Party under which such Third Party has rights to develop and commercialize CYT003 (each, a “CYT003 License”), without the prior written consent of Checkmate (not to be unreasonably withheld, conditioned or delayed). If
any of the CYT003 Licenses are terminated or expire, Licensor agrees to expand the scope of the license granted herein to Checkmate under the Licensor Technology to include the products currently specifically excluded by Section l.36(e) and to
expand the scope of Licensor Technology to cover such Products in each case to the extent that Licensor Controls such rights after termination or expiration of the applicable CYT003 License. Each such product shall be added to this Agreement as Non-Cancer Indication Licensed Products subject to the terms and conditions of the Agreement. 

  
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	 	11.	 Counterparts 



This Second 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. 
  

	 	12.	 Reference to and Effect on the Agreement 



To the extent any term or provision of this Second Amendment conflicts with any term or provision of the Agreement, the terms and provisions of this Second
Amendment shall prevail. In all other respects, except as expressly amended by this -Second Amendment, the provisions of the Agreement (as amended on August 1 5, 2017) shall remain unchanged and in full force and effect. 

BALANCE OF PAGE INTENTIONALLY BLANK 

  
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 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: 5 January 2018
	 		 	 Date: 5 January 2018

					
	By:	 	/s/ Alistair Irvine	 		 	By:	 	/s/ Arthur M. Krieg
	Name: Alistair Irvine	 		 	Name: Arthur M. Krieg
	 Title: CBO
	 		 	Title: CEO

  

									
	 KUROS BIOSCIENCES AG
	 		 		 	
				
	 Date: 5 January 2018
	 		 		 	
					
	By:	 	/s/ Philippe Saudan	 		 		 	
	 Name: Philippe Saudan
	 		 		 	
	 Title: CDO
	 		 		 	


  
 6 













 Exhibit A 

See following two pages 

  
 7 















					
	 Kuros Biosciences AG
	  	CONFIDENTIAL	  	1912.2017

  


			
	Patent Family:	  	 Guanine-Rich Oligonucleotides 

	Applicant:	  	Kuros Bioaciences AG
	Inventors:	  	 Frank Hennecke, Matthias Kinzler, Philippe Saudan, Jennifer Erickson, Isabelle Lacan, Chi Lan Le


  

																									
	Kuros Reference No.	  	Country	  	Application Type	  	Application Date	  	Application No.	  	Priority Country	  	Earliest Priority Date	  	Additional Priorities	  	Publication Date	  	Publication No.	  	Grant Date	  	Patent No.	  	Status
	P33390PC00	  	PC	  	PCT with priority	  	08.07.2016	  	PCT/EP2016/088044	  	US	  	08.07.2015	  	 EP151775202

(20.07.2015)
	  	12.01.2017	  	WO2017/005818	  	 	  	 	  	Pending
	P3339EP01	  	EP	  	PCT based with priority	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	To be filed
	P3339JP00	  	JP	  	PCT based with priority	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	To be filed
	P3339US00	  	US	  	PCT based with priority	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	To be filed


  
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	 Kuros Biosciences AG
	  	CONFIDENTIAL	  	1912.2017

  


			
	Patent Family:	  	 Cat Allergen Fusion Proteins and Uses Thereof 

	Applicant:	  	 Kuros Biosciences AG 

	Inventors:	  	 Martin F. Bachmann, Stephan Utzinger, Klaus Dietmeier, Monika Bauer, Nicole Schmitz 


  

																											
	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
	 P1048CA00
	  	CA	  	
PCT Based with Priority
	  	17.03.2006	  	2599218	  	US	  	18.03.2005	  	60/662.918	  	 	  	 	  	 	  	11.08.2015	  	2599218	  	
Granted

	 P1048DEEP
	  	DE	  	
Validated after EP
	  	17.03.2006	  	6725140	  	US	  	18.03.2005	  	60/662.918	  	 	  	21.09.2006	  	
EP1868642
	  	08.05.2013	  	
EP1868642
	  	
Granted

	 P1048ESEP
	  	ES	  	
Validated after EP
	  	17.03.2006	  	6725140	  	US	  	18.03.2005	  	60/662.918	  	 	  	21.09.2006	  	
EP1868642
	  	08.05.2013	  	
EP1868642
	  	
Granted

	 P1048FREP
	  	FR	  	
Validated after EP
	  	17.03.2006	  	6725140	  	US	  	18.03.2005	  	60/662.918	  	 	  	21.09.2006	  	
EP1868642
	  	08.05.2013	  	
EP1868642
	  	
Granted

	 P1048GBEP
	  	GB	  	
Validated after EP
	  	17.03.2006	  	6725140	  	US	  	18.03.2005	  	60/662.918	  	 	  	21.09.2006	  	
EP1868642
	  	08.05.2013	  	
EP1868642
	  	
Granted

	 P1048ITEP
	  	IT	  	
Validated after EP
	  	17.03.2006	  	6725140	  	US	  	18.03.2005	  	60/662.918	  	 	  	21.09.2006	  	
EP1868642
	  	08.05.2013	  	
EP1868642
	  	
Granted

	 P1048JP00
	  	JP	  	
PCT Based with Priority
	  	17.03.2006	  	2008-501331	  	US	  	18.03.2005	  	60/662.918	  	 	  	04.09.2008	  	2008-535800	  	28.06.2013	  	5302671	  	
Granted

	 P1048PC00
	  	PC	  	
PCT with priority
	  	17.03.2006	  	PCT/EP2006/060845	  	US	  	18.03.2005	  	60/662.918	  	 	  	21.09.2006	  	
WO2006/097530
	  	 	  	 	  	
Closed

	 P1048US01
	  	US	  	
PCT Based with Priority
	  	17.03.2006	  	11/886.577	  	US	  	18.03.2005	  	60/662.918	  	 	  	09.07.2009	  	2009/0175896A1	  	03.08.2010	  	7.767.212	  	
Granted



  
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