AMENDMENT #1 TO THE COLLABORATION AND LICENSE AGREEMENT
This AMENDMENT #1 TO THE COLLABORATION AND LICENSE AGREEMENT (the "Amendment") is entered into this tenth day of August, 2016 by and between NESTEC LTD., a limited company organized and existing under the laws of Switzerland, having an office located at Avenue Nestle 55, 1800 Vevey, Switzerland ("NHSc"), and Seres Therapeutics, Inc., a corporation incorporated and existing under the laws of the State of Delaware, having an office located at 200 Sydney Street, Cambridge MA 02139, USA ("Seres"). NHSc and Seres are sometimes referred to herein as the "Parties".
WHEREAS, the Parties entered into a COLLABORATION AND LICENSE AGREEMENT dated January 9, 2016 (the "Agreement") whereby Seres granted to NHSc certain licenses under intellectual property controlled by Seres relating to a new class of medicinal microbiome products to treat and manage inflammatory bowel disease, and treat and prevent the recurrence of C. difficile infections (the "Products"), outside the US and Canada;
WHEREAS, in the course of the collaboration under the Agreement, Seres conducted a Phase 2 study for the initial C. difficile product SER-109, and recently determined
that the primary endpoint of such study was not achieved;
WHEREAS, Seres has begun to gather and analyze data relating to the Phase 2 study in order to make appropriate adjustments to the SER-109 development plan, and NHSc would like to assist Seres therewith;
WHEREAS, in order to facilitate NHSc so-assisting Seres, Seres will share with NHSc highly confidential information which the Parties agree will require a higher level of confidential treatment by NHSc than is currently provided for in ARTICLE 11 of the Agreement, and hence the Parties wish to provide for such higher level of confidential treatment in accordance with this Amendment, for this currently contemplated exchange of highly confidential information, and for potential future exchanges of other highly confidential information.
NOW, THEREFORE in consideration of the foregoing and the terms below, the Parties agree to amend the Agreement by adding the following new section 11.7 (capitalized terms below not defined herein shall have the meanings set forth in the Agreement):