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
ASSIGNMENT AND AMENDMENT NO. 2 OF SEED BANK SUPPLY AGREEMENT
This Assignment and Amendment No. 2 of Seed Bank Supply Agreement (Assignment), effective as of January 6, 2021 (Assignment Effective Date), is entered into by and among Hadasit Medical Research Services and Development Ltd., a company duly incorporated under the laws of Israel (Hadasit), Oscine Corp., a Delaware corporation (Oscine), and Sana Biotechnology, Inc., a Delaware corporation (Sana).
WHEREAS, Oscine and Hadasit are parties to that certain Seed Bank Supply Agreement dated as of July 9, 2018, as amended by that certain Amendment No. 1 thereto dated as of September 10, 2020 (the Seed Bank Agreement);
WHEREAS, Sana, Oscine Holdings, LLC (Oscines parent company, referred to herein as Holdings), and the other parties named therein, entered into a Stock Purchase Agreement, dated as of September 10, 2020 (the Acquisition Date), pursuant to which Sana acquired all of the outstanding stock of Oscine from Holdings, and as a result of which Oscine is a wholly-owned subsidiary of Sana;
WHEREAS such acquisition constituted an M&A Transaction as that term is defined and used in the Seed Bank Supply Agreement;
WHEREAS, Oscine now wishes to assign the Seed Bank Agreement, and all rights, obligations, and interest therein, to Sana, and Hadasit wishes to consent to such assignment; and
WHEREAS, Oscine and Hadasit wish to amend the Seed Bank Agreement as set forth herein.
In consideration of the covenants and conditions contained herein, the parties hereby agree to the following:
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Oscine hereby irrevocably assigns, transfers, conveys and delivers to Sana the Seed Bank Supply Agreement, and all of Oscines rights, obligations, and interest therein. Sana agrees to accept such assignment and to assume such obligations and be bound to the terms of the Seed Bank Supply Agreement as Oscine thereunder. Hadasit hereby consents to the transfer and assignment from Oscine to Sana, and assumption by Sana from Oscine, effective upon the Assignment Effective Date, including all rights, interest, and obligations under the Seed Bank Supply Agreement. Accordingly, Sana and Hadasit agree that, upon such assignment, transfer, and assumption, each of Sana and Hadasit shall be entitled to enforce the applicable terms of the Seed Bank Supply Agreement against each other, provided that (i) the termination of Oscines remaining rights under the Seed Bank Supply Agreement shall not have any effect on the assignment to Sana hereunder and (ii) any default or breach by Oscine of the Seed Bank Supply Agreement occurring prior to the Acquisition Date shall be deemed a default or breach by Sana.
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The parties hereby agree that all references to Oscine in the Seed Bank Supply Agreement shall mean Sana, except in Section 1.2.19 (definition of Oscine Product(s)), where reference to Oscines proprietary differentiation technology will refer to (i) the proprietary differentiation technology owned by Oscine prior to the Acquisition Date and (ii) modifications or improvements thereto made by Sana on or after the Acquisition Date (all such differentiation technology, the Oscine Technology).