RE: Letter Agreement Regarding WARF/CDI License Agreement and CDI/Century Sublicense AgreementLetter Agreement Regarding Warf/Cdi License Agreement and Cdi/Century Sublicense Agreement • May 28th, 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
