This License Agreement (this Agreement) is entered into as of this 19th day of March, 2019 (the Effective Date), by and between Sana Biotechnology, Inc., a corporation existing under the laws of Delaware, having a place of business at 1616 Eastlake Avenue East, Suite 360, Seattle, WA 98102 (Licensee), and President and Fellows of Harvard College, an educational and charitable corporation existing under the laws and the constitution of the Commonwealth of Massachusetts, having a place of business at Richard A. and Susan F. Smith Campus Center, Suite 727, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138 (Harvard).
WHEREAS, the technology claimed in the Patent Rights (as defined below) was developed by researchers at Harvard, including researcher [***], and with respect to the technology claimed in the [***] Patent Rights, together with researchers at Childrens Medical Center Corporation;
WHEREAS, the research was sponsored in part by the Federal Government of the United States of America and as a consequence this license is subject to overriding obligations to the Federal Government under 35 U.S.C. §§ 200-212 and applicable regulations;
WHEREAS, Licensee wishes to obtain a license under the Patent Rights and related Know-How (each, as defined below);
WHEREAS, Harvard desires to have products based on the inventions described in the Patent Rights developed and commercialized to benefit the public;
WHEREAS, such products may be applicable to the improvement of the health of individuals throughout the world; and
WHEREAS, Licensee has represented to Harvard, in order to induce Harvard to enter into this Agreement, that Licensee shall commit itself to use Commercially Reasonable Efforts to develop, obtain regulatory approval for and commercialize such products, and thereafter make them available to the public, in each case, in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:
As used in this Agreement, the terms with initial letters capitalized, whether used in the singular or plural form, shall have the meanings set forth in this Article 1 (Definitions) or, if not listed below, the meaning designated in places throughout this Agreement.
1.1 [***] Patent Rights means those patents and patent applications listed beside Harvard Case No. [***] in Exhibit 1.73 hereto, (including the PCT or U.S. utility application claiming priority to such application(s) that are filed on such application(s)); (b) any patent or patent application that claims priority to or is a divisional, continuation, reissue, renewal, reexamination, substitution or extension of any patent application identified in (a); (c) any patents