AMENDMENT NO. 1 TO LICENSE AGREEMENT FOR RAF

AMENDMENT NO. 1 TO LICENSE AGREEMENT FOR RAF

 

This Amendment No. 1 to License Agreement for RAF (this “Amendment”), effective as of March 4, 2024 (the “Amendment Effective Date”), is made by and between Viracta Therapeutics, Inc., a Delaware corporation, successor in interest to Sunesis Pharmaceuticals, Inc., a Delaware corporation (“Viracta”), and Day One Biopharmaceuticals, Inc., successor in interest to DOT Therapeutics-1, Inc., a Delaware corporation (“Day One”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the License Agreement (as defined below).

RECITALS

WHEREAS, Day One and Viracta previously entered into that certain License Agreement for RAF dated as of December 16, 2019, as amended from time to time (the “License Agreement”).

WHEREAS, Pursuant to Section 6.2.1(a) of the License Agreement, Day One will pay Viracta [*].

WHEREAS, Viracta and Day One have agreed to amend the License Agreement to reduce the amount [*] Day One will pay pursuant to Section 6.2.1 (a) to [*] in exchange for a one-time payment of five million dollars ($5,000,000) (the “Buyout Payment”).

WHEREAS, Viracta, Viracta Royalty Fund, LLC and Xoma (US) LLC (“XOMA”) previously entered into that certain Royalty Purchase Agreement dated as of March 22, 2021, as amended from time to time (the “Royalty Purchase Agreement”) pursuant to which XOMA acquired all of Viracta’s economic rights under the License Agreement other than a [*].

WHEREAS, pursuant to Section 15.11 of the License Agreement, any amendment, change or addition thereto shall be effective and binding on the Parties only if reduced to writing and executed by the respective duly authorized representatives of Viracta and Day One.

NOW, THEREFORE, in consideration of the foregoing recitals and for other consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

 

 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the Amendment Effective Date.

DAY ONE BIOPHARMACEUTICALS, INC.	VIRACTA THERAPEUTICS, INC.
By: _/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇_____________________	By: _/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ _____________
Name:  ▇▇▇▇▇▇ ▇▇▇▇▇▇_____________________	Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ______________
Title: CEO_______________________________	Title: COO & CFO______________________

 

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