CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND
REPLACED WITH [***]. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM
THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE
COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.
EXCLUSIVE LICENSE AGREEMENT
THIS EXCLUSIVE LICENSE AGREEMENT (this Agreement) dated as of December 9, 2019 (the Effective Date) is entered into by and among Advantagene, Inc., a Delaware corporation, d/b/a Candel Therapeutics (Candel), having a place of business at 117 Kendrick Street, Suite 450, Needham, MA 02494, Periphagen, Inc, a Delaware corporation (Periphagen), having a place of business at 2403 Sidney Street, Suite 255, Pittsburgh, PA 15203, and, as to certain provisions herein, Periphagen Holdings, Inc., a Delaware corporation (Holdings), having a place of business at 2403 Sidney Street, Suite 255, Pittsburgh, PA 15203.
WHEREAS, Periphagen owns or has rights in the Products (as defined herein).
WHEREAS, Candel desires to obtain an exclusive license under Periphagens rights in the Products on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereby agree as follows:
For purposes of this Agreement, the terms defined in this Section 1 shall have the respective meanings set forth below:
1.1 Affiliate means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person. A Person shall be regarded as in control of another Person if it owns, or directly or indirectly controls, at least [***] percent ([***]%) of the voting stock or other ownership interest of the other Person, or if it directly or indirectly possesses the power to direct or cause the direction of the management and policies of the other Person by any means whatsoever.
1.2 ATCC Agreement means the material transfer agreement entered into between Periphagen and the American Type Culture Collection dated November 15, 2011.
1.3 Candel Improvements means Improvement(s) invented or derived by Candel.
1.4 Combination Product means any pharmaceutical product that comprises, contains, or incorporates (a) a Royalty Product and (b) at least one other active ingredient, either co-formulated or packaged together and sold as a single unit for a single price. For clarity, Combination Product does not include any combination therapy that includes (x) a Royalty Product and (y) at least one other product which is not a Royalty Product, either administered or prescribed jointly, but which are not sold together for a single price.