CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT
MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT
IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH
[***] TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.
OPTION & EXCLUSIVE LICENSE AGREEMENT
This Option and Exclusive License Agreement (this Agreement) is dated November 5, 2020 (the Effective Date), between TScan Therapeutics, Inc., a Delaware corporation (hereinafter referred to as Licensor), and QIAGEN Sciences, LLC, a limited liability company under Delaware law with an address of 19300 Germantown Road, Germantown, MD 20874 (hereinafter referred to as Licensee). Each of Licensee and Licensor may be referred to herein as a Party or collectively as the Parties.
A. Licensor is the owner of right, title and interest in and to the inventions described in the Licensed Patents.
B. Licensee desires to evaluate Licensed Patents, and if it exercises the option as provided herein, to commercially develop, manufacture, use and distribute products and processes based upon or embodying the Licensed Patents throughout the world; and
C. Licensor is willing to grant Licensee the exclusive right to evaluate the Licensed Patents, subject to the terms and conditions set forth in this Agreement;
NOW THEREFORE, the Parties agree as follows:
1. Definitions. For the purpose of the Agreement, the terms set forth hereinafter shall have the following meaning:
1.1 Affiliate means any entity Controlling, Controlled by, or under common Control with a Party.
1.2 Control means the holding of more than fifty percent (50%) of the voting stock or other voting ownership interests of the corporation or business entity involved.
1.3 Field means only research and in vitro diagnostics uses for SARS-CoV-2 (or the detection of SARS-CoV-2), which may include, Research Use Only (RUO), Investigational Use Only (IUO), Analyte Specific Reagents (ASR), Laboratory Developed Tests (LDT) and In Vitro Diagnostic (IVD) products and services.
1.4 Improvements means any improvement of any Licensed Patents, provided that the manufacture, use, offer for sale, or sale by Licensee of Licensed Products would, but for this Agreement, infringe a Valid Claim in a jurisdiction where such a Valid Claim exists.
1.5 License shall have the meaning as attributed in Section 2.2.1.