CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED
AMENDMENT NO. 1 TO PATENTS SUB-LICENSE AGREEMENT
This Amendment No. 1 to Patents Sub-License Agreement (Amendment No. 1), effective as of 26 May 2020 (Amendment No. 1 Effective Date), is entered into by and between LA SOCIETE PULSALYS, a company organized under French Law, having its registered office at [***] (Pulsalys), Cobalt Biomedicine, Inc. a Delaware corporation having offices at [***] (Cobalt), and Sana Biotechnology, Inc. a Delaware corporation having offices at 188 East Blaine St., Seattle WA, 98102 (Sana).
WHEREAS, Pulsalys and Cobalt entered into that certain Patents Sub-License Agreement dated August 16, 2018 (the Original Agreement);
WHEREAS, Sana acquired Cobalt effective as of February 14, 2019 pursuant to that certain Agreement and Plan of Merger by and between, inter alia, the Sana and Cobalt dated December 20, 2018, as amended, and Cobalt is a wholly-owned subsidiary of Sana;
WHEREAS, Cobalt wishes to assign the Agreement, and all rights, obligations, and interest therein, to Sana, and Pulsalys wishes to consent to such assignment; and
WHEREAS, the parties wish to otherwise amend the Agreement as set forth herein.
In consideration of the covenants and conditions contained herein, the parties hereby agree to the following:
| ||1. || |
The term Agreement as used in this Amendment No. 1 and in the Original Agreement shall mean the Original Agreement as amended hereby. Except as otherwise set forth herein, capitalized terms used herein shall have the meaning set forth in the Original Agreement.
| ||2. || |
Assignment of Agreement from Cobalt to Sana:
| ||a. || |
Cobalt hereby assigns the Agreement, and all rights, obligations, and interest therein, to Sana, as Affiliate of Cobalt. Pulsalys hereby consents to such assignment. Sana hereby agrees to the terms of the Agreement as if it was Cobalt thereunder and accepts and assumes all rights, obligations, and interest therein. All references to COBALT in the Agreement are hereby replaced with SANA. The parties agree that the assignment set forth in this Section 2a complies with Section 4.2 of the Agreement.
| ||b. || |
The definition of Cobalt on the cover page of the Agreement is hereby deleted and replaced with the following:
Sana Biotechnology, Inc.
Private company incorporated under the laws of the state of Delaware, USA
Whose registered head-office address is 188 East Blaine Street, Suite 400, Seattle WA, 98102
Represented by its Chief Executive Officer
Henceforth referred to as SANA
| ||c. || |
The contact information set forth in Article 21 for COBALT is hereby deleted and replaced with the following:
Sana Biotechnology, Inc.
188 East Blaine Street, Suite 400
Seattle WA, 98102
Attn: General Counsel
| ||3. || |
Article 8 Maintenance of the Patents is hereby deleted and replaced in its entirety with the following:
ARTICLE 8 - MAINTENANCE OF THE PATENTS
8.1 [***] shall have the right to obtain, prosecute, file, maintain and defend (PROSECUTE) the PATENTS during the entire term of the AGREEMENT. [***] will provide support, assistance and all necessary documents, in full executed form if needed, to [***] or any patent office or regulatory authority for the purpose of enabling [***] to PROSECUTE the PATENTS.