AMENDED AND RESTATED
THIS AMENDED AND RESTATED ROYALTY AGREEMENT (the Agreement) is entered into as of June 12, 2018 (the Effective Date), by and between T-Scan Therapeutics, Inc., a Delaware corporation, having offices at Prudential Tower, 800 Boylston Street, Suite 1555, c/o Longwood Fund, Boston, MA 02199 (the Company) and Christoph Westphal, an individual with an address of (the Founder). The Company and the Founder are individually referred to herein as a Party and are collectively referred to herein as the Parties.
WHEREAS, the Parties previously entered into that certain Royalty Agreement dated as of April 24, 2018 (the Prior Royalty Agreement), and, in connection with a potential financing of the Company, the Parties wish to amend and restate the Prior Royalty Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the covenants and promises set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
1.1 Affiliate with respect to any entity, means any company or entity controlled by, controlling, or under common control with such referenced entity and shall include any company more than 50% of whose voting stock or participating profit interest is owned or controlled, directly or indirectly, by such referenced entity, and any company which owns or controls, directly or indirectly, more than fifty percent (50%) of the voting stock of such entity.
1.2 Control means, with respect to any Patents, that the Company (a) owns or (b) has a license to such Patents and, in each case, has the ability to grant access, a license, or a sublicense (as applicable) to the foregoing without violating the terms of any then-existing agreement or other arrangement with any Third Party.
1.3 Cover, Covering or Covered means, with respect to a product, that, in the absence of ownership of, or a license under, the Subject Patents, the Exploitation of such product would infringe a Valid Claim of a Subject Patent.
1.4 Exploit means to research, develop, make, have made, use, offer for sale, sell, import, export or otherwise exploit, or transfer possession of or title in, a product. Cognates of the word Exploit shall have correlative meanings.
1.5 First Commercial Sale means, with respect to any Royalty-Bearing Product in any country, the first sale for end use or consumption of such Royalty-Bearing Product in such country after marketing approval has been granted in such country.