20374 Seneca Meadows Pkwy
Germantown, MD 20876
(+1) 301 ###-###-####
March 20, 2020
Fibrocell Science, Inc.
c/o Castle Creek Biosciences, Inc.
6 Century Blvd.
Parsippany, NJ 07054
|Re: || |
Exclusive Channel Collaboration Agreement executed Oct. 5, 2012 by and between Fibrocell Science, Inc. (Fibrocell) and Intrexon Corporation (Intrexon), as amended and as further amended and modified by that certain letter agreement, dated February 19, 2020 (the Letter Agreement) by and between the parties (the ECC)
This letter agreement constitutes the Termination and Modification Agreement as defined in the Letter Agreement, pursuant to which the Parties shall mutually agree to terminate the ECC, convert the ECC into a product license between Fibrocell and Precigen with regard to the Retained Products and clarify certain items. Please note that, per our recent public announcement, Intrexon has officially been renamed Precigen, Inc. (Precigen) and has assigned and consolidated its human health therapeutic development operations, including all of its operations relevant to the ECC, to and within its wholly owned subsidiary PGEN Therapeutics, Inc. (PGEN). Unless otherwise specified, references to Fibrocell in this Termination and Modification Agreement shall refer to both Fibrocell and its parent, Castle Creek Biosciences, Inc. (CCB), and references to Precigen in this Termination and Modification Agreement shall be deemed to encompass references to Intrexon prior to its having been renamed Precigen and to encompass PGEN with respect to operations. Precigen and Fibrocell are sometimes referred to herein collectively as the Parties and individually as a Party. Capitalized terms not otherwise defined in this Termination and Modification Agreement shall have the meaning set forth in the ECC to the extent such are defined therein.
In consideration for the mutual covenants and agreements set forth in this Termination and Modification Agreement, together with additional consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties mutually agree as follows:
1. The EEC shall be terminated by mutual agreement of the Parties, effective on the date of Fibrocells signature below (the Termination Date), subject to the survival of certain rights and obligations of the Parties under and in accordance with (A) Section 10.5 of the ECC, as modified, amended, or otherwise clarified by the Letter Agreement, including, but not limited to, the surviving rights and