Assignment of Exclusive Start-Up License Agreement, effective on November 11, 2020, by and among UW, Cytocardia and the Registrant

Exhibit 10.21(c)

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 OF LICENSE AGREEMENT

This Assignment of License Agreement (“Assignment”), effective as of November 11, 2020 (“Effective Date”), is entered into by and among the University of Washington, a public institution of higher education and an agency of the state of Washington, acting through UW CoMotion (“University”), Cytocardia, Inc. a Delaware corporation having offices at 188 East Blaine St., Seattle WA, 98102 (“Cytocardia”), and Sana Biotechnology, Inc. a Delaware corporation having offices at 188 East Blaine St., Seattle WA, 98102 (“Sana”).

WHEREAS, University and Cytocardia entered into that certain Exclusive Start-Up License Agreement for [***], dated October 9, 2018, as amended by that certain Amendment No. 1 thereto dated November 6, 2019 and Amendment No. 2 thereto dated July 16, 2020 (the “License Agreement”);

WHEREAS, Sana acquired Cytocardia effective as of November 12, 2019 (“Acquisition Date”), pursuant to that certain Stock Purchase Agreement, by and among Sana, Cytocardia, and the other parties thereto (including University), and as a result Cytocardia is a wholly-owned subsidiary of Sana;

WHEREAS, such acquisition constituted an “Acquisition” as that term is defined and used in the License Agreement; and

WHEREAS, Cytocardia wishes to assign the Agreement, and all rights, obligations, and interest therein, to Sana, and University wishes to consent to such assignment.

In consideration of the covenants and conditions contained herein, the parties hereby agree to the following:

If to Company:

Sana Biotechnology, Inc.

188 East Blaine Street, Suite 400

Seattle WA, 98102

Attn: General Counsel

[***]

The parties may execute this Assignment by electronic signature in counterparts, each of which will be deemed an original, but all of which together constitute one and the same agreement. This Assignment may be delivered by facsimile transmission or electronic mail, and such copies of executed signature pages will be binding as originals.

IN WITNESS WHEREOF, the parties by their duly authorized representatives have executed this Assignment as of the Effective Date.