Amendment No. 1 to License Agreement, dated as of June 10, 2019, by and between the Registrant and Harvard

Exhibit 10.15(b)

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

AMENDMENT TO

LICENSE AGREEMENT

This Amendment to the License Agreement (this “Amendment”) is effective as of June 10, 2019 (the “Amendment Effective Date”) and is entered into 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 (“Sana”), 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, MA 02138 (“Harvard”).

RECITALS:

WHEREAS, Sana and Harvard (the “Parties”) entered into a License Agreement as of March 19, 2019 (the “License Agreement”) pursuant to which Harvard granted Sana licenses under Harvard’s interests in certain Patent Rights (as defined therein) for Sana to develop Licensed Products (as defined therein);

WHEREAS, as partial consideration for the licenses granted under the License Agreement, Sana agreed to pay to Harvard [***] upon Sana’s receipt of any amount of cash investment from any of its investors in connection with the issuance of Sana’s Series B Preferred Stock (as defined therein); and

WHEREAS, the parties wish to amend the License Agreement to revise the definition of Series B Preferred Stock;

NOW, THEREFORE, the parties hereto, agreeing to be legally bound, hereby agree as follows:

1.84 “Series B Preferred Stock” means any series of preferred stock of Licensee sold by Licensee in a financing transaction other than Series A Preferred Stock; provided that if Licensee has sold more than [***] shares of Series A Preferred Stock on or before December 31, 2019, then the term “Series B Preferred Stock” shall include any such additional shares of Series A Preferred Stock in excess of the first [***] shares of Series A Preferred Stock sold on or before December 31, 2019; provided, further, that if Licensee has sold [***] shares of Series A Preferred Stock on or after January 1, 2020, then the term “Series B Preferred Stock” shall include any such shares of Series A Preferred Stock sold on or after January 1, 2020.

[Signature page follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives as of the Amendment Effective Date.