Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark [***].
CONSENT TO ASSIGNMENTS, LICENSING AND COMMON OWNERSHIP AND
INVENTION MANAGEMENT AGREEMENT FOR
A PROGRAMMABLE DNA RESTRICTION ENZYME FOR GENOME EDITING
UC Case No: BK-2012-115
CRISPR Reference: CHARPENTIER-2012
Caribou Reference: UC-UV Agreement
This Consent to Assignments, Licensing and Common Ownership and Invention Management Agreement for a Programmable DNA Restriction Enzyme for Genome Editing (the Invention Management Agreement, IMA or Agreement) is effective as of December 15, 2016 (the Effective Date), and is by and among the following individual and entities:
Dr. Emmanuelle Charpentier, an individual having an address at the Max Planck Institute for Infection Biology, Department of Regulation in Infection Biology, Chariteplatz 1, 10117 Berlin, Germany, (Charpentier);
The Regents of the University of California, a California public corporation, having its statewide administrative offices located at 1111 Franklin Street, Twelfth Floor, Oakland, CA ###-###-####, United States, acting through its Office of Technology Licensing, at the University of California, Berkeley, 2150 Shattuck Avenue, Suite 510, Berkeley, CA ###-###-####, United States (Regents);
University of Vienna, having an address at Universitatsring 1, A-1010 Vienna, Austria, acting through its office of Research Services and Career Development, University of Vienna, Berggasse 7, 2nd floor, 1090 Vienna, Austria (Vienna);
CRISPR Therapeutics AG, a Swiss company (Aktiengesellschaft) having an address at Aeschenvorstadt 36, CH-4051 Basel, Switzerland (CRISPR);
ERS Genomics Ltd., a limited liability company incorporated in Ireland and having an address at 88 Harcourt Street, Dublin 2, Ireland (ERS);
TRACR Hematology Ltd., a limited liability company incorporated in England & Wales and having an address at 85 Tottenham Court Road, London W1T 4TQ, United Kingdom (TRACR);
Caribou Biosciences, Inc., a Delaware corporation, having an address at 2929 7th Street, Suite 105, Berkeley, CA 94710, United States (Caribou); and
Intellia Therapeutics, Inc., a Delaware corporation, having an address at 40 Erie Street, Suite 130, Cambridge, MA 02139, United States (Intellia); each of the foregoing is individually referred to as a Party to this Agreement, and collectively as Parties to this Agreement.
BACKGROUND AND RECITALS
A-1. As set forth herein, all the Parties have certain interests in the patents and patent applications defined and set forth in Exhibit A (the Patent Applications), including technologies and/or products described or claimed in the Patent Applications (the Inventions), whether as inventor(s) and/or co-inventor(s), assignee(s), and/or licensees.
A-2. Charpentier has certain rights in the Patent Applications as an inventor and/or co-inventor thereof and has not assigned her rights in the Patent Applications to any entity or institution, such rights being referred to herein as Charpentiers Rights. Charpentier has delegated her rights with respect to the development, management and enforcement of the Patent Applications (individually and collectively Invention Management Rights) to CRISPR and ERS. In particular, Charpentier has delegated to CRISPR Invention Management Rights (including without limitation her rights of invention management under this Agreement as well as certain corresponding obligations including without limitation the duty to pay costs and fees associated with the Patent Applications and related