CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***]
FIRST AMENDMENT TO THE LICENSE AGREEMENT
THIS FIRST AMENDMENT TO THE LICENSE AGREEMENT (this “First Amendment”) is
made as of April 3rd , 2025 (“First Amendment Effective Date”), by and between Verastem, Inc., a corporation organized and existing under the laws of Delaware with offices at 117 Kendrick Street, Suite 500, Needham, MA 02494 (“LICENSEE”) and Pfizer Inc., a corporation organized and existing under the laws of Delaware located at 66 Hudson Blvd East, New York, NY 10001 (“PFIZER”); each of LICENSEE and PFIZER individually, a “Party”, and collectively, the “Parties”. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the License Agreement (as defined below).
WHEREAS, PFIZER and LICENSEE entered into that certain License Agreement, dated as of July 11, 2012 (the “License Agreement”);
WHEREAS, LICENSEE and PFIZER have agreed to amend the regulatory milestones in the License Agreement, as set forth below;
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereby agree as follows:
| 1. | Amendments |
Section 5.1.3(b) of the License Agreement is hereby deleted in its entirety and replaced with the following:
REGULATORY MILESTONES | MILESTONE PAYMENT |
Approval of the first NDA for a Product in the US | $7,500,000 |
One year anniversary of the approval of the first NDA for a Product in the US | $8,000,000 |
Approval of the first MAA for a Product in the EU or any country in the EU | [***] |
Approval of the first NDA for a Product in Japan | [***] |
The payments described in this Section 5.1.3(b) shall be due and payable within sixty (60) days after achievement of the relevant regulatory milestones described above.
| 2. | Miscellaneous |
IN WITNESS WHEREOF, the Parties have duly executed this First Amendment, effective as of the First Amendment Effective Date.
VERASTEM, INC
By: /s/ Daniel Paterson
Name: Daniel Paterson
Title: President & Chief Executive Officer
PFIZER INC.
By: /s/ Kate Skrable
Name: Kate Skrable
Title: VP, Head of Strategic Partnerships