Certain identified information has been excluded from the exhibit because it is both (i) not
material and (ii) is the type of information that the registrant treats as private or confidential.
Double asterisks denote omissions.
EXCLUSIVE LICENSE AGREEMENT
This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Combangio, Inc., a corporation having a principal place of business at is effective on the 11th day of October, 2019 (“Effective Date”).
Stanford and the University of Illinois (“UIC”) have an assignment of an invention entitled “Methods to promote eye wound healing,” which was invented in the laboratory of [**], an employee of Stanford and the United States Department of Veterans Affairs (“VA”), and by UIC inventor [**] and is described in Stanford docket [**].
The Invention is administered by Stanford under an Interinstitutional Agreement between Stanford and UIC effective August 7, 2018.
The invention was made in the course of research supported by the DOD, NIH and the Stanford Spark program.
Stanford and UIC want to have the invention perfected and marketed as soon as possible so that resulting products may be available for public use and benefit.
The invention is subject to a Cooperative Technology Administration Agreement between Stanford and the VA, effective August 24, 2017, that authorizes Stanford to exclusively manage certain inventions on behalf of both Stanford and the VA.
Combangio is hereby exercising its Option dated February 11, 2019.
Combangio is a biotechnology company with a program in regenerative therapy and which is in the portfolio of Lagunita Biosciences, an early stage life sciences incubator and venture capital company.
Whenever used in this Agreement with an initial capital letter, the following terms, whether used in the singular or the plural, shall have the meanings specified below.
“Affiliate” means as to any person or entity, any other person or entity which controls, is controlled by or is under common control with such person or entity. A person or entity shall be regarded as in control of another entity only if it owns or controls, directly or indirectly, at least fifty percent (50%) of the equity securities or other ownership interests in the subject entity entitled to vote in the election of directors or with the power to direct or elect management of such subject entity.
“Change of Control” means the following, as applied only to the entirety of that part of Combangio’s business that exercises all of the rights granted under this Agreement: