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 [***].
This Leaseback Agreement (the Agreement), is executed on June 16, 2021 (Effective Date), by and between Intellia Therapeutics, Inc., located at 40 Erie Street, Cambridge, MA 02139 (Intellia), and Caribou Biosciences, Inc., located at 2929 7th St. Suite 105, Berkeley, CA 94710 (Caribou) (Intellia and Caribou are each individually a Party and together the Parties).
WHEREAS, the Parties disputed whether certain technology, including CRISPR-Cas9 hybrid RNA DNA guides as set forth in U.S. and foreign pending patent applications and issued patents claiming priority, directly or indirectly, to U.S. Provisional Application No. 62/251,548, filed November 5, 2015, and U.S. Provisional Application No. 62/108,931, filed January 28, 2015 (the Cas9 chRDNA Patent Rights) (Cas9 chRDNAs), were included within the scope of the rights exclusively licensed by Caribou to Intellia pursuant the License Agreement, dated July 16, 2014, as amended (the Caribou-Intellia License Agreement);
WHEREAS, in light of that dispute, Intellia initiated an arbitration proceeding before a panel of arbitrators (the Panel) pursuant to Section 8.1(c) of the Caribou-Intellia License Agreement, and the Panel issued an Interim Award in September of 2019 [***] (such rights [***], the Leaseback Rights);
NOW, THEREFORE, the Parties agree as follows as to the terms and conditions governing the Leaseback Rights, based on the Panels Interim Award, orders, and additional guidance:
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Any defined term used but not independently defined herein shall have the meaning given to such term in the Caribou-Intellia License Agreement.
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Subject to the terms and conditions of this Agreement, Intellia hereby grants to Caribou the exclusive (even as to Intellia), worldwide right to develop and commercialize the CB-010 Product (as defined below) under a leaseback solely of the patent rights licensed from Caribou to Intellia under the Caribou-Intellia License Agreement, including the Cas9 chRDNA Patent Rights, with the right to sublicense through multiple tiers for the purpose of the development and commercialization of such CB-010 Product. For purposes of this Agreement, leaseback has the same meaning as sublicense does under applicable law in reference to patent rights. Other than as expressly provided herein, Intellia does not grant any rights, licenses, or leases under this Agreement, whether by implication, estoppel or otherwise, including without limitation any rights, licenses, or leases in regard to any patents owned by Intellia or its Affiliates.
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CB-010 Product means the product described in Caribous Investigational New Drug (IND) application cleared by the U.S. Food and Drug Administration (FDA) on [***], entitled CB-010; Allogeneic T cells transduced with adeno-associated virus serotype 6 (AAV-6) expressing CRISPR-Cas9 gene-edited CD19 chimeric antigen receptor (CAR), as well as modifications permitted under the same IND. [***]. Notwithstanding the foregoing, the CB-010 Product includes additional indications and patient populations for the CB-010 Product (and the permitted modifications discussed above), even if obtaining approval for such additional indications and patient populations requires separate (i.e., a separate BLA) or supplementary regulatory filings. Leaseback Product shall mean the CB-010 Product.