Sublicense Agreement, by and between iCELL Inc. and Century Therapeutics, Inc., dated March 20, 2020

Exhibit 10.27

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and the registrant customarily and actually treats as private and confidential.

SUBLICENSE AGREEMENT

This Sublicense Agreement (together with all exhibits and attachments hereto, this “Agreement”) is made and entered into by and between iCELL Inc. (“Sublicensor”), a Japanese corporation having a principal place of business at Tokyo Twin Parks 25-26 FL (2505), Higashi Shinbashi 1-10-2, Minato-ku, Tokyo 105-0021 Japan, and Century Therapeutics, LLC
(“Sublicensee”), a Delaware limited liability company having a principal place of business at 3675 Market St., Philadelphia, PA 19104, effective as of March 20, 2020 (“Effective Date”).

WHEREAS, Sublicensor is party to that Exclusive Licensing Agreement concluded on 08/01/2018 and as amended by that certain Amendment No. I to Exclusive Licensing Agreement concluded as of even date herewith, between Sublicensor and The University of Tokyo
(“UTokyo”) and Todai TLO, Ltd., as may be further amended from time to time (“UTokyo License”), under which Sublicensor was granted a license to certain patents, technology and technology information; and

WHEREAS, the Sublicensor desires to grant to the Sublicensee a sublicense to such patents and technology, subject to the terms of this Agreement.

NOW, THEREFORE, and in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:

3.3.1.        If aggregate single calendar year Net Sales of all Licensed Products by Sublicensee and its affiliates and sublicensees in the Licensed Territories exceed [***] for the first time, Sublicensee will make a one-time payment to Sublicensor of an Additional Earned Royalty equal to [***] (solely for purposes of the UTokyo License, calculated at [***].

3.3.2.        If aggregate single calendar year Net Sales of all Licensed Products by Sublicensee and its affiliates and sublicensees in the Licensed Territories exceed [***] for the first time, Sublicensee will make a one-time payment to Sublicensor of an Additional Earned Royalty equal to [***] (solely for purposes of the UTokyo License, calculated at [***]).

3.3.3.        If aggregate single calendar year Net Sales of all Licensed Products by Sublicensee and its affiliates and sublicensees in the Licensed Territories exceed [***] for the first time, Sublicensee will make a one-time payment to Sublicensor of an Additional Earned Royalty equal to [***] (solely for purposes of the UTokyo License, calculated at [***]).

3.3.4.        Each of the royalty payments set forth above in subsections 3.3.1, 3.3.2, 3.3.3 is payable only once and only upon the first achievement of the applicable sales event for aggregate Net Sales of all Licensed Products as set forth above in subsections 3.3.1, 3.3.2, and 3.3.3 in the Licensed Territories, with no amounts due for subsequent or repeated achievements of such sales. For clarity, in no event shall Sublicensee be required to pay Sublicensor more than an aggregate of Seventy Million U.S. Dollars ($70,000,000) as Additional Earned Royalties.

3.5.1.     Provided that the outcome of such action be that any claim of a Patent Right challenged by Sublicensee is both valid and infringed by a Licensed Product, Sublicensee will pay Earned Royalties to the Sublicensor at the rate of 3x the then current Earned Royalty Rate of the Net Sales of all such Licensed Products sold;

3.5.2.     Sublicensee will have no right to recoup expenses paid before or during the challenge; and

3.5.3.     Any dispute over the validity of the Sublicensor’s (or its licensor’s) Licensed Patents will be litigated in the courts located in California. The parties agree not to challenge personal jurisdiction in that forum.

Sublicensee shall pay Sublicensor the applicable milestone achievement payment set forth below within thirty (30) days after the first achievement of: each development and regulatory approval milestone event described below by or on behalf of Sublicensee or its affiliates or sublicensees.

Each of the milestone payments set forth above will be payable only once under this Agreement regardless of how many times the corresponding milestone event is achieved by or on behalf of Sublicensee or its affiliates or sublicensees, with respect to one or more Licensed Products. For the avoidance of doubt, in no event would Sublicensee be required to pay Sublicensor more than an aggregate of [***] in development and regulatory approval milestone payments.

7.1.1.        Each party represents and warrants to the other that as of the Effective Date it has full right, power and authority to enter into this Agreement and to perform its respective obligations under this Agreement. Each party further represents and warrants that, as of the Effective Date, the execution and delivery of this Agreement and the performance of such party’s obligations hereunder (a) do not conflict with or violate any requirement of applicable laws and (b) do not conflict with, violate or breach or constitute a default of, or require any consent under, any contractual obligations of such party, except such consents as have been obtained as of the Effective Date.

7.1.2.        Sublicensor represents and warrants to Sublicensee that it is the licensee of the Licensed Patents and has the right to grant the Licensed Rights as set forth in this Agreement.

7.1.3.        Sublicensee represents and warrants that any Licensed Products made or sold pursuant to this Agreement shall be made or sold in compliance with all applicable federal and state law regulations, including but not limited to regulations of the Food and Drug Administration, the Environmental Protection Agency and their state equivalents.

Insurance. Sublicensee shall during the term of this Agreement maintain in full force and effect insurance policies and contractually assumed liabilities in the amount of [***] and shall, upon reasonable request by Sublicensor no more than once each year, provide to Sublicensor
evidence of such policies. Sublicensee shall place appropriate product liability insurance prior to final regulatory approval. With respect to one or more Licensed Products, and if requested by Sublicensor, such insurance policies shall name Sublicensor as an additional insured.

10.2.1.    Sublicensee has not made a payment of an amount not subject to a good faith dispute as provided for in this Agreement within sixty (60) days after such payment becomes due, or if Sublicensee otherwise materially breaches any term of this Agreement and does not cure such breach within thirty (30) days of receiving written notice thereof from Sublicensor.

10.3.1.    Upon ninety (90) days prior written notice to Sublicensor without incurring any liability if any third party brings a claim against Sublicensee over the Licensed Patents or the Technology Information, which the parties reasonably believe may render achievement of their intent under this Agreement impossible, and such claim is not settled by Sublicensor within ninety (90) days;

10.3.2.    Upon sixty (60) days prior written notice.

to Sublicensor: Tokyo Twin Parks 25-26 FL (2505),

    Higashi-Shinbashi 1-10-2, Minato-ku, Tokyo 105-0021 Japan,

to Sublicensee: Century Therapeutics, LLC

    3675 Market St.

    Philadelphia, PA 19104

    Attn: Janelle R. Anderson

Either party may change its address for the purpose of this Agreement by notice in writing to the other party.

[Signatures Appear on Following Page]

IN WITNESS WHEREOF, the parties hereto have affixed their signatures as of the Effective Date.

SUBLICENSOR

iCELL Inc.

SUBLICENSEE

Century Therapeutics, LLC

Exhibit A

TABLE OF PATENTS LICENSED FROM THE UNIVERSITY OF TOKYO

[***]

Schedule 1

UTOKYO LICENSE