SANA BIOTECHNOLOGY, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances) • Delaware
Sana Biotechnology, Inc. (the “Company”), pursuant to its 2018 Equity Incentive Plan (the “Plan”), hereby grants to the participant set forth below (“Participant”), an option (the “Option”) to purchase the number of shares of the Company’s Common Stock (referred to herein as “Shares”) set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice and the Stock Option Agreement.
AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to Exclusive License Agreement (“Amendment No. 1”), effective as of December 3, 2020 (“Amendment No. 1 Effective Date”), is entered into by and between The Regents of the University of California, a California public corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (“The Regents”) and acting through its Office of Technology Management, University of California San Francisco (“UCSF”), 600 16th Street, Suite S-272, San Francisco, CA 94143, and Sana Biotechnology, Inc., a Delaware corporation, having a place of business at 188 East Blaine Street, Suite 400, Seattle, WA 98102 (“Licensee”).
EXCLUSIVE LICENSE AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND SANA BIOTECHNOLOGY, INC. FORExclusive License Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances) • California
THIS EXCLUSIVE LICENSE AGREEMENT AND THE ATTACHED APPENDICES A, B, and C (collectively, the “Agreement”) is made and is effective March 22, 2019 (the “Effective Date”) between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“The Regents”), a California corporation having its corporate offices located at [***], acting through The Technology Development Group of the University of California, Los Angeles, located at [***], and SANA BIOTECHNOLOGY, INC. (“Licensee”), a Delaware corporation having a principal place of business at 1616 Eastlake Ave. East, Suite 360, Seattle WA 98102.
LICENSE AGREEMENTLicense Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This License Agreement (this “Agreement”), effective on February 17, 2016 (the “Effective Date”) is by and between Flagship Pioneering Innovations V, Inc., a Delaware corporation (“Flagship”) and Cobalt Biomedicine, Inc. (formerly VL39, Inc.), a Delaware corporation] (“Company”). Flagship and Company may be referred to individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances) • New York
This amended and restated agreement (hereinafter “Agreement”), dated as of the Effective Date (defined below), is by and among the University of Rochester, an educational institution chartered by the State of New York and having its principal place of business at 601 Elmwood Avenue, Box URV, Rochester, New York 14642 (“University”), Oscine Corp., a Delaware corporation (“Oscine Corp”) and Sana Biotechnology, Inc., a Delaware corporation (“Sana”).
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances)
This Amendment to the License Agreement (this “Amendment”) is effective as of June 10, 2019 (the “Amendment Effective Date”) and is entered into by and between Sana Biotechnology, Inc., a corporation existing under the laws of Delaware, having a place of business at 1616 Eastlake Avenue East, Suite 360, Seattle, WA 98102 (“Sana”), and President and Fellows of Harvard College, an educational and charitable corporation existing under the laws and the constitution of the Commonwealth of Massachusetts, having a place of business at Richard A. and Susan F. Smith Campus Center, Suite 727, 1350 Massachusetts Avenue, Cambridge, MA 02138 (“Harvard”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances)
This Amendment, dated as of January 29, 2019 (the “Amendment”), to the Agreement and Plan of Merger, dated as of December 20, 2018 (this “Agreement”), is entered into 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”).
STOCK PURCHASE AGREEMENT by and among SANA BIOTECHNOLOGY, INC., OSCINE HOLDINGS, LLC, and each of the members of OSCINE HOLDINGS, LLC, dated as of September 10, 2020Stock Purchase Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances) • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 10, 2020, is by and among Sana Biotechnology, Inc., a Delaware corporation (“Purchaser”), Oscine Holdings, LLC, a Delaware limited liability company (“Seller”), and each of the Seller Members (as defined herein) and, together with Seller, the “Sellers”).
AMENDMENT NO. 1 TO PATENTS SUB-LICENSE AGREEMENTSub-License Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to Patents Sub-License Agreement (“Amendment No. 1”), effective as of 26 May 2020 (“Amendment No. 1 Effective Date”), is entered into by and between LA SOCIETE PULSALYS, a company organized under French Law, having its registered office at [***] (“Pulsalys”), Cobalt Biomedicine, Inc. a Delaware corporation having offices at [***] (“Cobalt”), and Sana Biotechnology, Inc. a Delaware corporation having offices at 188 East Blaine St., Seattle WA, 98102 (“Sana”).
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This FIRST AMENDMENT TO LICENSE AGREEMENT (this “First Amendment”), entered into as of February 14, 2019 (the “First Amendment Date”), is made and entered into by and between Flagship Pioneering Innovations V, Inc., a Delaware corporation (“Flagship”) and Cobalt Biomedicine, Inc. (formerly VL39, Inc.), a Delaware corporation (“Company”).
AMENDMENT NO. 1 TO EXCLUSIVE START-UP LICENSE AGREEMENT BETWEEN CYTOCARDIA, INC. AND UNIVERSITY OF WASHINGTONSana Biotechnology, Inc. • January 13th, 2021 • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 1 (“Amendment No. 1”), with an effective date of November 6, 2019 (“Amendment No. 1 Effective Date”), is entered into by and between Cytocardia, Inc. (“Company”) and University of Washington (“University”).
EXCLUSIVE LICENSE AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and SANA BIOTECHNOLOGY, INC. forExclusive License Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances) • California
This exclusive license agreement (“Agreement”) is made effective this 2nd day of January, 2019 (“Effective Date”), by and between The Regents of the University of California, a California public corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (“The Regents”) and acting through its Office of Technology Management, University of California San Francisco (“UCSF”), 600 16th Street, Suite S-272, San Francisco, CA 94143 and Sana Biotechnology, Inc., a Delaware corporation, having a place of business at 1616 Eastlake Avenue East, Suite 360, Seattle, WA 98102 (“Licensee”).
ASSIGNMENT AND AMENDMENT NO. 2 OF SEED BANK SUPPLY AGREEMENTSeed Bank Supply Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances)
This Assignment and Amendment No. 2 of Seed Bank Supply Agreement (“Assignment”), effective as of January 6, 2021 (“Assignment Effective Date”), is entered into by and among Hadasit Medical Research Services and Development Ltd., a company duly incorporated under the laws of Israel (“Hadasit”), Oscine Corp., a Delaware corporation (“Oscine”), and Sana Biotechnology, Inc., a Delaware corporation (“Sana”).
ASSIGNMENT OF LICENSE AGREEMENTAssignment of License Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances)
This Assignment of License Agreement (“Assignment”), effective as of November 11, 2020 (“Effective Date”), is entered into by and among the University of Washington, a public institution of higher education and an agency of the state of Washington, acting through UW CoMotion (“University”), Cytocardia, Inc. a Delaware corporation having offices at 188 East Blaine St., Seattle WA, 98102 (“Cytocardia”), and Sana Biotechnology, Inc. a Delaware corporation having offices at 188 East Blaine St., Seattle WA, 98102 (“Sana”).
LICENSE AGREEMENT by and between SANA BIOTECHNOLOGY, INC. And PRESIDENT AND FELLOWS OF HARVARD COLLEGE Dated as of March 19, 2019License Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This License Agreement (this “Agreement”) is entered into as of this 19th day of March, 2019 (the “Effective Date”), by and between Sana Biotechnology, Inc., a corporation existing under the laws of Delaware, having a place of business at 1616 Eastlake Avenue East, Suite 360, Seattle, WA 98102 (“Licensee”), and President and Fellows of Harvard College, an educational and charitable corporation existing under the laws and the constitution of the Commonwealth of Massachusetts, having a place of business at Richard A. and Susan F. Smith Campus Center, Suite 727, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138 (“Harvard”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT SANA BIOTECHNOLOGY, INC. FEBRUARY 13, 2019Investors’ Rights Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of February 13, 2019, by and among Sana Biotechnology, Inc. a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
AMENDMENT NO. 1 TO SEED BANK SUPPLY AGREEMENTSeed Bank Supply Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to Seed Bank Supply Agreement (“Amendment No. 1”), effective as of the Amendment No. 1 Effective Date (defined in paragraph 1 below), is entered into by and between Oscine Corp., a Delaware corporation (“Oscine”), Hadasit Medical Research Services and Development Ltd., a company duly incorporated under the laws of Israel (“Hadasit”) and, solely for the purposes of Section 4 hereof, Sana Biotechnology, Inc., a Delaware corporation (“Sana”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Original Agreement.
STOCK PURCHASE AGREEMENT by and among SANA BIOTECHNOLOGY, INC., CYTOCARDIA, INC., each of the stockholders of Cytocardia, Inc., and Scott Thies, as Sellers’ Representative, dated as of November 12, 2019Stock Purchase Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances) • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 12, 2019, is by and among Sana Biotechnology, Inc., a Delaware corporation (“Purchaser”), Cytocardia, Inc., a Delaware corporation (the “Company”), each of the stockholders of the Company (the “Sellers”), and Scott Thies, solely in his capacity as representative of the Sellers (the “Sellers’ Representative”).
Seed Bank Supply AgreementSupply Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances) • New York
This Seed Bank Supply Agreement (this “Agreement”) is made and entered into as of July 9, 2018 (the “Effective Date”), by and between Hadasit Medical Research Services and Development Ltd., a company duly incorporated under the laws of Israel (“Hadasit”) and Oscine Therapeutics (U.S.) Inc. (“Oscine”) (Hadasit and Oscine shall each be referred to as a “Party” and jointly as the “Parties”).
PATENTS SUB-LICENSE AGREEMENTSana Biotechnology, Inc. • January 13th, 2021 • Biological products, (no disgnostic substances)
The Centre International de Recherche en Infectiologie (hereinafter the “LABORATORY”) in collaboration with Paul Ehrlich Institute has developed a technology entitled [***] which has been the subject of a European patent application number [***], filed on [***], in the names of [***] (hereinafter referred to as the “CO-OWNERS”). For the avoidance of doubt, Paul Ehrlich Institute has no ownership interest in the PATENTS (as defined below).
EXCLUSIVE START-UP LICENSE AGREEMENT BETWEEN CYTOCARDIA, INC. AND UNIVERSITY OF WASHINGTON FORUp License Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances) • Washington
This Exclusive License Agreement (“Agreement”), is dated and effective as of the date of last signature (the “Effective Date”), and is made and entered into between the University of Washington, a public institution of higher education and an agency of the state of Washington, acting through UW CoMotion, (“University”), and Cytocardia, Inc., a corporation organized under the laws of the State of Delaware (“Company”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances)
This Second Amendment, dated as of February 8, 2019 (the “Second Amendment”), to the Agreement and Plan of Merger, dated as of December 20, 2018 (this “Agreement”), is entered into 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”), as amended.
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • January 13th, 2021 • Sana Biotechnology, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Second Amendment (this “Second Amendment”), is effective as of March 19, 2019 (the “Second Amendment Effective Date”), by and between The President an Fellows of Harvard University (“Harvard”), and Sana Biotechnology, Inc., a corporation organized and existing under the laws of the State of Delaware (“Licensee”) (together with Harvard, the “Parties” and each individually a “Party”), and amends that certain License Agreement, dated as of 19th day of March, 2019, as amended by that certain Amendment to License Agreement dated as of June 10, 2019, by and between Harvard and Licensee (the “Agreement”). Capitalized terms used but not defined herein have the respective meanings assigned to them in the Agreement.
