EXCLUSIVE LICENSE AGREEMENT
THIS EXCLUSIVE LICENSE AGREEMENT AND THE ATTACHED APPENDICES A, B, and C (collectively, the Agreement) is made and is effective March 22, 2019 (the Effective Date) between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (The Regents), a California corporation having its corporate offices located at [***], acting through The Technology Development Group of the University of California, Los Angeles, located at [***], and SANA BIOTECHNOLOGY, INC. (Licensee), a Delaware corporation having a principal place of business at 1616 Eastlake Ave. East, Suite 360, Seattle WA 98102.
WHEREAS, a certain invention(s), generally characterized as
(the Invention) was made in the course of research at the University of California, Los Angeles by [***] (Inventor(s)), and is claimed in Regents Patent Rights, as defined below;
WHEREAS, the Inventors were employees of The Regents and as such were obligated to assign and have assigned their right, title and interest in and to the Invention to The Regents;
WHEREAS, the Invention was developed with United States Government funds, and The Regents has elected title thereto and granted a royalty-free nonexclusive license to the United States Government on December 13, 2016, as required under 35 U.S.C. §200-212;
WHEREAS, [***] was developed with funding from the California Institute for Regenerative Medicine (CIRM) under CIRM grant number [***] while performing research supporting the development of the Invention, which is subject to Title 17, California Code of Regulations, Section 100600-100611 (the CIRM Regulations);
WHEREAS, Cobalt Biomedicine, Inc., having since been acquired by Licensee, and The Regents executed a Letter of Intent (UC [***]) with an effective date of April 2, 2018;
WHEREAS, Licensee is a small business concern as defined in 15 U.S.C. §§632;
WHEREAS, The Regents wishes that Regents Patent Rights be developed and utilized to the fullest extent so that the benefits can be enjoyed by the general public.
The parties agree as follows:
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Affiliate means any business entity in which Licensee owns or controls, directly or indirectly, at least fifty percent (50%) of the outstanding stock or other voting rights entitled to elect directors. In any country where the local law does not permit foreign equity participation of at least fifty percent (50%), then Affiliate means any business entity in which Licensee owns or controls, directly or indirectly, the maximum percentage of outstanding stock or voting rights that is permitted by local law.
|1.2 || |
Approval means any approvals (including the approval by an applicable governmental authority in certain countries or territories with respect to the price at which a pharmaceutical product is sold and can be reimbursed by healthcare insurers), licenses, registrations or authorizations of any national, supra-national, regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity, necessary for the marketing and sale of a pharmaceutical product in a given regulatory jurisdiction.