THIRD Amendment to Collaboration, LICENSE and Option Agreement

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed.  Double asterisks denote omissions.

 

EXHIBIT 10.5

THIRD Amendment

to Collaboration, LICENSE and Option Agreement

This Third Amendment to the Collaboration, License and Option Agreement (the “Third Amendment”) is entered into as of October 29, 2019 (the “Third Amendment Effective Date”) by and between Cue Biopharma, Inc., a Delaware corporation, having an address of ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Cue”), and LG Chem Ltd., with its principal place of business at LG Twin Towers, ▇▇▇, ▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Korea (“LGC”). Cue and LGC may be referred to herein individually as a “Party” or collectively as the “Parties”.

Whereas, the Parties entered into a Collaboration, License and Option Agreement as of November 6, 2018 (the “Original Agreement”) that was subsequently amended on March 15, 2019 and August 5, 2019 (the “First Amendment” and “Second Amendment”, and the Original Agreement, collectively the “Agreement”);

Whereas, Section 4.3(c) of the Agreement establishes a term for the Parties to (i) select a Collaboration Antigen and Initial Collaboration Alleles for the CUE-103 Program, and (ii) prepare and approve a CUE-103 Initial Research Plan; and

Whereas, the Parties desire to further extend the terms provided in Section 4.3(c);

Now, Therefore, in consideration of the foregoing premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Cue and LGC hereby agree as follows:

(i) Antigen and Allele Selection. No later than [**] and no sooner than [**] (the “CUE-103 Program Selection Period”), (i) the Parties, through the JSC, shall jointly choose one (1) Collaboration Antigen (other than a Cue Reserved Antigen) for the CUE-103 Program, (ii) LGC shall select one (1) Allele as its Initial Collaboration Allele for the CUE-103 Program, and (iii) following LGC’s selection, Cue shall select one (1) Allele as its Initial Collaboration Allele for the CUE-103 Program (whether the same or different from the Initial Collaboration Allele elected by LGC).  Each Party may select no more than one (1) Allele as its Initial Collaboration Allele for the CUE-103 Program, provided that if at any time the JSC determines that [**], the applicable Party [**].

(ii) Research Plan. No later than [**] but after the Parties’ selection of the Collaboration Antigen for the CUE-103 Program and each Party’s selection of its Initial Collaboration Alleles for the CUE-103 Program, the Parties, through the JRC, shall jointly draft,

 

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review, discuss and send to the JSC for approval (with neither Party unreasonably withholding its approval) the initial Research Plan (including an initial Research Budget) for the Initial Collaboration Alleles in the CUE-103 Program (such Research Plan (including the Research Budget), a “CUE-103 Initial Research Plan”). The CUE-103 Initial Research Plan shall, at a minimum, unless the Parties agree otherwise, be reasonably designed to include Research activities for CUE-103 Compounds containing the Initial Collaboration Allele(s) reasonably required to accomplish the filing of an IND [**] and shall be consistent with the Template Initial Research Plan. The CUE-103 Initial Research Plan shall be updated and amended by the JRC as it deems appropriate, and in any event promptly after any LGC Additional Allele, Cue Additional Allele [**] is added to the CUE-103 Program in accordance with the terms of Section 4.3(e).

IN WITNESS WHEREOF the Parties hereto have caused this Third Amendment to be executed and entered into by their duly authorized representatives as of the Third Amendment Effective Date.

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