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 NO. 1 TO SEED BANK SUPPLY AGREEMENT
This Amendment No. 1 to Seed Bank Supply Agreement (Amendment No. 1), effective as of the Amendment No. 1 Effective Date (defined in paragraph 1 below), is entered into by and between Oscine Corp., a Delaware corporation (Oscine), Hadasit Medical Research Services and Development Ltd., a company duly incorporated under the laws of Israel (Hadasit) and, solely for the purposes of Section 4 hereof, Sana Biotechnology, Inc., a Delaware corporation (Sana). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Original Agreement.
WHEREAS, Oscine Therapeutics (U.S.), Inc. (Oscine Therapeutics) and Hadasit entered into that certain Seed Bank Supply Agreement dated July 9, 2018 (the Original Agreement).
WHEREAS, Oscine Therapeutics assigned all of its assets, including the Original Agreement, to Oscine Corp., an Affiliate of Oscine Therapeutics, effective as of August 31, 2018 (the Assignment)
WHEREAS, Sana), Oscine Holdings, LLC (Oscines parent company, referred to herein as Holdings), and the other parties named therein, intend to enter into a Stock Purchase Agreement, pursuant to which Sana shall acquire all of the outstanding stock of Oscine from Holdings (the Stock Purchase Agreement).
WHEREAS, in connection with the proposed acquisition of Oscine, Hadasit and Oscine wish to amend the Original Agreement on the terms set forth herein, to (i) confirm the Assignment by changing the references to Oscine Therapeutics (U.S.), Inc. in the Original Agreement to references to Oscine Corp. and (ii) otherwise amend and clarify certain terms of the Original Agreement. In addition, Hadasit, Oscine and Sana wish to agree to treat Sana as a Permitted Transferee, subject to Sections 4 and 6 below.
In consideration of the covenants and conditions contained herein, the parties hereby agree to the following:
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The Amendment No. 1 Effective Date shall be the date of the Closing (as defined in the Stock Purchase Agreement) of the Stock Purchase Agreement, but only if the date of the Closing is prior to December 31, 2020. For the avoidance of doubt and notwithstanding anything to the contrary, if the Closing does not occur prior to December 31, 2020, this Amendment No. 1 shall be void and of no further force or effect.
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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.
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Hadasit consents to the Assignment. In connection therewith, the parties agree that Oscine Therapeutics (U.S.), Inc. is replaced as a party to the Agreement by Oscine Corp., and the term Oscine and all references to Oscine or Oscine Therapeutics (U.S.), Inc. in the Agreement shall be interpreted to mean Oscine Corp.
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Sana agrees to comply with all applicable obligations of a Permitted Transferee pursuant to a Permitted Transfer by Oscine to Sana under the Agreement. Sana agrees to comply with all confidentiality and non-use undertakings with respect to the Accompanying Regulatory Information and all other information concerning the Cell Line, the Seed Bank, and the Cell Line Derivatives as if it was Oscine under the Agreement. Sana agrees to provide to Hadasit with any regulatory and ethical approvals required for the Permitted Transfer. Hadasit hereby consents to the Permitted Transfer by Oscine to Sana and agrees that, subject to Section 6 below, this Section 4 of this Amendment No. 1 and Sanas acknowledgement and agreement as set forth in this Section 4 satisfy the requisite terms of the Agreement required for the Permitted Transfer, including those set forth in Section 3.6(a)-(d) and, accordingly, Oscine may complete the Permitted Transfer to Sana as Permitted Transferee under the Agreement. Notwithstanding anything to the foregoing, nothing in this Amendment No 1. shall be construed to be an assumption by Sana of any obligations of Oscine or Oscine Therapeutics arising prior to the Amendment No. 1 Effective Date, nor shall it be deemed to relieve Oscine of any such obligations.
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Section 1.2.13 of the Original Agreement is hereby deleted in its entirety and replaced by the following:
1.2.13 License Payments shall mean any payments or other consideration that Oscine or its Affiliates receives in connection with a License Transaction including without limitation license fees, license option fees, milestone payments, license maintenance fees, and equity, but excluding [***]. In the event that Oscine receives non-monetary consideration in connection with a License Transaction, or in the case of transactions not at arms-length, License