AGREEMENT AND PLAN OF MERGER by and among SANA BIOTECHNOLOGY, INC., SANA BIOTECHNOLOGY IV, INC., COBALT BIOMEDICINE, INC. and VENTURELABS VI, INC., solely in its capacity as the Stockholders’ Representative Dated as of December 20, 2018Merger Agreement • December 18th, 2020 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 20, 2018, is by and among Sana Biotechnology, Inc., a Delaware corporation (“Parent”), Sana Biotechnology IV, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Cobalt Biomedicine, Inc., a Delaware corporation (the “Company”), and VentureLabs VI, Inc., a Delaware corporation, solely in its capacity as the Stockholders’ Representative (“Stockholders’ Representative”).
EXCLUSIVE LICENSE AGREEMENT PREAMBLEExclusive License Agreement • December 18th, 2020 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances) • New York
This agreement (“Agreement”) is made and entered into, effective as of the date of last signature below, (“Effective Date”) by and between: Washington University, a corporation established by special act of the Missouri General Assembly approved February 22, 1853 and acts amendatory thereto, having its principal offices at One Brookings Drive, St. Louis, Missouri 63130 (hereinafter referred to as “WU”); and Sana Biotechnology, Inc. a corporation organized and existing under the laws of the State of Delaware, having its principal offices at 188 E Blaine Street, Suite 400, Seattle, WA 98102 (hereinafter referred to as “Licensee”) and the following correspondence addresses, each a “Party” or collectively the “Parties” of this Agreement:
