CONFIDENTIAL
|
Execution Version
|
1.1 |
Capitalized Terms. Capitalized terms used in this Second Amendment shall have the meanings set forth in the Agreement and First Amendment, unless otherwise defined in this Second Amendment. Section
references set forth in this Second Amendment shall refer to section references in this Second Amendment, unless expressly stated to refer to sections of the Agreement or the First Amendment.
|
2.1 |
Additional Activities. The Parties desire to extend the Additional Research Period by [***]. Accordingly, Section 2.1 of Article 2 of the First Amendment shall be deleted in its entirety and replaced
with:
|
CONFIDENTIAL
|
Execution Version
|
2.2 |
Initial Period. The Parties wish to extend the Initial Period by three months. Accordingly, Section 2.4.1 of Article 2 of the First Amendment shall be deleted in its entirety and replaced with:
|
3.1 |
No Waiver. Nothing in this Second Amendment is intended to operate as a waiver of any claims either Party may have against the other Party arising prior to the date of this Second Amendment under the
Agreement. Any term or condition of this Second Amendment may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless it is in writing and signed by the Party waiving such term
or condition. The waiver by either Party hereto of any right hereunder or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach by such other Party whether of a similar nature or
otherwise.
|
3.2 |
Miscellaneous. This Second Amendment and the performance, enforcement, breach, and termination hereof shall be interpreted, governed by, and construed in accordance with the laws of the State of New
York, United States excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Second Amendment to the substantive law of another jurisdiction. Any dispute arising from or
relating to this Second Amendment will be subject to resolution in accordance with Section 12.2 of the Agreement. Except as specifically amended by this Second Amendment, the terms and conditions of the Agreement (as amended by the First
Amendment) shall remain in full force and effect. Except to the extent expressly provided herein, the Agreement, as amended by the First Amendment and this Second Amendment, including all appendices, exhibits and schedules to each of the
foregoing, sets forth the entire agreement and understanding between the Parties with respect to the subject matter of the Agreement (as amended) and all prior agreements, understandings, promises, and representations, whether written or
oral, with respect thereto are superseded hereby. This Second Amendment may be executed in two or more counterparts in original, facsimile, PDF, or other electronic format, each of which shall be an original, and all of which together shall
constitute one instrument.
|
CONFIDENTIAL
|
Execution Version
|
BICYCLETX LIMITED
|
IONIS PHARMACEUTICALS, INC.
|
By:
|
/s/ Michael Skynner |
By:
|
/s/ Brett Monia |
Name:
|
Michael Skynner |
Name:
|
Brett Monia |
Title:
|
Chief Technology Officer |
Title:
|
CEO |