Sixth Amendment to License Agreement between Harvard University and Sana Biotechnology, Inc.
This amendment updates the existing license agreement between Harvard University and Sana Biotechnology, Inc., effective August 28, 2024. It extends the deadline for achieving a specific milestone related to milestone payments under the agreement. All other terms of the original license agreement remain unchanged. Both parties confirm their authority to enter into this amendment, which is governed by Massachusetts law.
Exhibit 10.2
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
SIXTH AMENDMENT TO LICENSE AGREEMENT
This Sixth Amendment (this “Sixth Amendment”), is effective as of August 28, 2024 (the “Sixth Amendment Effective Date”), by and between President an Fellows of Harvard University (“Harvard”), and Sana Biotechnology, Inc., a corporation organized and existing under the laws of the State of Delaware (“Licensee”) (together with Harvard, the “Parties” and each individually a “Party”), and amends that certain License Agreement, dated as of March 19, 2019, as amended by those certain Amendments to the License Agreement dated as of June 10, 2019, December 15, 2020, May 20, 2021, October 25, 2021 and February 9, 2023 by and between Harvard and Licensee (together, the “Agreement”). Capitalized terms used but not defined herein have the respective meanings assigned to them in the Agreement.
RECITALS
WHEREAS, the Fifth Amendment to the Agreement clarified that Milestone Payments for certain Milestone Events achieved by the [***] Product in connection with the [***] Study shall not be due, provided that such Milestone Events occur prior to [***];
WHEREAS, Milestone Event #1 was achieved prior to such date;
WHEREAS, the Parties wish to extend that date for achievement of Milestone #2 by [***].
NOW THEREFORE, the Parties agree as follows:
-1-
Exhibit 10.2
[Signature page follows]
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IN WITNESS WHEREOF, the Parties have duly executed and delivered this Sixth Amendment as of the Sixth Amendment Effective Date.
HARVARD:
PRESIDENT AND FELLOWS OF HARVARD COLLEGE
By: /s/ Jordan Behling Grant Name: Jordan B. Grant
Title: Director of Technology Transactions
Office of Technology Development
Harvard University
Date: 8/28/2024
LICENSEE:
SANA BIOTECHNOLOGY, INC.
By: /s/ Christian Hordo Name: Christian Hordo
Title: CBO
Date: September 16, 2024
[Signature Page to Sixth Amendment to License Agreement]