LICENSE AGREEMENTLicense Agreement • May 5th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • Ontario
THE GOVERNING COUNCIL OF THE UNIVERSITY OF TORONTO, a corporation vested with the government, management and control of the University of Toronto by the University of Toronto Act, 1971 and having offices at Banting Institute, 100 College Street, Suite 413, Toronto, Ontario M5G 1L5, Canada
SUBLICENSE AGREEMENTSublicense Agreement • May 5th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Sublicense Agreement (together with all exhibits and attachments hereto, this “Agreement”) is made and entered into by and between iCELL Inc. (“Sublicensor”), a Japanese corporation having a principal place of business at Tokyo Twin Parks 25-26 FL (2505), Higashi Shinbashi 1-10-2, Minato-ku, Tokyo 105-0021 Japan, and Century Therapeutics, LLC (“Sublicensee”), a Delaware limited liability company having a principal place of business at 3675 Market St., Philadelphia, PA 19104, effective as of March 20, 2020 (“Effective Date”).
RE: Letter Agreement Regarding WARF/CDI License Agreement and CDI/Century Sublicense AgreementLetter Agreement • May 5th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances)
Pursuant to its sublicensing rights under that certain License Agreement by and between Wisconsin Alumni Research Foundation (“WARF”) and FUJIFILM Cellular Dynamics, Inc. (formerly known as Cellular Dynamics International, Inc.) (“CDI”), WARF Agreement No. 11-00206, dated effective as of June 6, 2012, as amended (the “License Agreement”), CDI sublicensed certain rights to Century Therapeutics, LLC (“Century”) under the Licensed Patents as set forth in a sublicense agreement between CDI and Century, as may be amended or restated in the future by CDI and Century (the “Sublicense Agreement”). This letter agreement (this “Letter Agreement”) confirms the understanding between CDI, Century and WARF with respect to the License Agreement and Sublicense Agreement, notwithstanding any terms to the contrary in the License Agreement or Sublicense Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the License Agreement. CDI, Century and WARF
MAD7 Research and Development License Effective January 1, 2019Century Therapeutics, Inc. • May 5th, 2021 • Biological products, (no disgnostic substances)
License Type Non-exclusive, non-transferable license in the Licensed Fields of Use from Inscripta, Inc. for research and development using 1) the MAD7 nuclease (as defined by SEQ ID NO:7 in U.S. Pat. No. 9,982,279); or 2) native and codon optimized nucleic acids encoding a MAD7 nuclease. 1) and 2) collectively are referred to as “MAD7”. This license in the Licensed Fields of Use is irrevocable, subject to licensee not using MAD7 in the Excluded Fields of Use below without reaching further agreement with Inscripta.
