CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
SELECTED PRODUCT LICENSE AGREEMENT (AB-202)
THIS SELECTED PRODUCT LICENSE AGREEMENT (the Agreement) is made and entered into as of March 24, 2021 (the Effective Date) by and between ARTIVA BIOTHERAPEUTICS, INC., a Delaware corporation (Artiva), having a place of business at 4747 Executive Drive, Suite 1150, San Diego, CA 92121, USA, and GREEN CROSS LABCELL CORPORATION, a Korean corporation (GCLC), with its principal place of business at 107, Ihyeon-ro 30 beon-gil, Giheung-gu, Yongin-si, Gyeonggi-do, 446-850, 16924, Republic of Korea. Artiva and GCLC are sometimes referred to herein individually as a Party and collectively as the Parties.
A. The Parties have previously entered into that certain Option and License Agreement, dated as of September 4, 2019 (as may be amended, the Option Agreement), pursuant to which, among other things, GCLC has granted to Artiva an exclusive option to obtain an exclusive license under Selected Product Technology to develop, manufacture and commercialize Selected Products in the Field in the Territory (each term as defined in the Option Agreement) (the Option).
B. Artiva has exercised its Option with respect to the Product in accordance with the terms and conditions of the Option Agreement, and GCLC has granted to Artiva the Selected Product License (as defined in the Option Agreement) as to the Product.
C. In accordance with Section 5.3 of the Option Agreement, the Parties desire to enter into this Agreement to set forth additional terms and conditions of the Selected Product License as to the Product.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, covenants and conditions contained in this Agreement, the Parties agree as follows:
Capitalized terms used in this Agreement (other than the headings of the Sections or Articles) have the following meanings set forth in this Article 1, or, if not listed in this Article 1, the meanings as designated in the text of this Agreement. Capitalized terms used in this Agreement but not otherwise defined herein shall have such meanings ascribed to them in the Option Agreement.
1.1 Combination Product means any combination of the Product with one (1) or more other active ingredients, products or services that is not the Product, where such products are sold either as a fixed dose/unit or as separate doses/units in a single package for a single price.
1.2 Existing Third Party Agreements means the following Agreements to which GCLC is a party with the following Third Parties that relate to NK Cells, Licensed Products or Information or Patents related to NK Cells or Licensed Products: [***].
1.3 GCLC Subsidiary means any Affiliate of GCLC that is directly controlled by GCLC, or over which GCLC has the power to direct or cause the direction of the management and policies of such entity, whether by the ownership of at least fifty percent (50%) of the voting stock of such entity, or by contract.