Consulting Agreement

Expiration Date31 December 2020
Date06 January 2020
PartiesAduro Biotech, Inc. ("Aduro"), IREYA B.V ("Consultant")
SectionCommercial Contracts
Exhibit 10.7
CONSULTING AGREEMENT
Aduro Biotech, Inc., with a place of business at 740 Heinz Avenue, Berkeley, CA 94710 (“Aduro”) and IREYA B.V having an address at
Staalwijkstraat 16, 2313 XR Leiden, the Netherlands, represented by Andrea van Elsas, (“Consultant”) agree to all terms and conditions of this Consulting
Agreement (“Agreement”) dated June 1, 2020, effective as of July 1, 2020 (“Effective Date”).
1. Services. At the request and direction of Aduro and the agreement of Consultant, Consultant will provide advice and consultation to Aduro with
respect to its research, clinical development programs and other business matters as requested by Aduro from time to time.
2. Compensation and Expenses. Aduro shall pay Consultant for the Services at the rate of €500 per hour. On a monthly basis, Consultant shall submit to
Aduro an invoice for the hours worked along with itemized documentation and receipts and other information for pre-approved travel and/or out-of-
pocket expenses as Aduro reasonably requests at the time reimbursement is requested. Consultant will not incur any travel and/or other out-of-pocket
expenses of more than €5,000 individually or €20,000 in the aggregate without the prior written consent of Aduro. Aduro shall pay Consultant any
amounts due that are not reasonably disputed by Aduro, by check or direct bank deposit, within thirty days after receiving the invoice. Consultant’s sole
compensation for the Services shall be the amounts set forth above in this Section 2. Invoices shall be sent to the attention of:
ap@aduro.com
Attn: Accounts Payable
3. Term of Agreement. This Agreement shall begin on the Effective Date and shall continue until December 31, 2020, unless extended or earlier
terminated. Either party may terminate this Agreement at any time on prior written notice to the other. This Agreement may be extended upon mutual
written agreement of the parties.
4. Confidential Information.
(a) “Confidential Information” means any information, materials or methods in whatever form or embodiment that has not been made available by
Aduro to the general public and any information, materials or methods in the possession or control of Consultant on the Effective Date or developed in
the performance of the Services, except that Confidential Information shall not include any information, material or method that (i) at the time of disclosure
is in, or after disclosure becomes part of the public domain, through no improper act on the part of Consultant or any of its employees; (ii) was in
Consultant’s possession at the time of disclosure, as shown by written evidence, and was not acquired, directly or indirectly, from work with Aduro; or
(iii) Consultant receives from a third party, provided that such Confidential Information was not obtained by such third party, directly or indirectly, from
Aduro.
Specific information disclosed as part of the Confidential Information shall not be deemed to be in the public domain or in the prior possession of
Consultant merely because it is encompassed or contemplated by more general information in the public domain or in the prior possession of the
Consultant. Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information under
the terms of this Agreement.

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