Exhibit 10.24


 





[***] Certain information in this document
has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and the registrant customarily and actually treats as private and confidential.


 


Reprogramming


Execution Version


 


FIRST AMENDMENT


TO


LICENSE AGREEMENT


 


This First Amendment
to License Agreement (the “First Amendment”) is made and effective as of March 23, 2021 (the “First
Amendment Effective Date”) between Century Therapeutics, Inc. (f/k/a Century Therapeutics, LLC), a Delaware corporation
(“Century”) having a principal place of business at 3675 Market Street, Philadelphia, PA 19104 USA, and FUJIFILM
Cellular Dynamics Inc., a Wisconsin corporation (“CDI”) having an address at 525 Science Drive, Madison, WI
53711 USA, and amends the License Agreement by and between Century (as assignee of Century Therapeutics, Inc. (“Century
Inc.”)) and CDI dated September 18, 2018 (as amended, the “License Agreement”). All capitalized terms
used but not otherwise defined herein shall have the meaning set forth in the License Agreement.


 


RECITALS


 


WHEREAS, on September
18, 2018, Century Inc. and CDI entered into the License Agreement;


 


WHEREAS, pursuant to
the License Agreement CDI granted Century Inc. a non-exclusive license under the Licensed Patent Rights to Exploit the Licensed
Products in the Field in the Territory;


 


WHEREAS, Century Inc.
assigned all of its rights and obligations under the License Agreement to Century;


 


WHEREAS, certain terms
of the License Agreement were modified as set forth in that certain Letter Agreement Regarding WARF/CDI License Agreement and CDI/Century
Sublicense Agreement dated as of July 2, 2019, by and among CDI, Century and Wisconsin Alumni Research Foundation (“WARF
Side Letter”); and


 


WHEREAS, pursuant to,
and in accordance with, Section 10.6 of the License Agreement, Century and CDI desire that the License Agreement, as modified by
the WARF Side Letter, be amended as set forth herein.


 


THEREFORE, in consideration
of the mutual covenants and conditions set forth in this First Amendment, it is agreed as follows:


 


		1.	Amendments to the License Agreement.



 


1.1.         Section 1.11 (g) of the License Agreement shall be amended and restated as follows:


 


“non-public information
in relation to the Licensed Patent Rights, Licensed Know-How or Developments.”


 


1.2.         Section 1.12 of the License Agreement shall be amended and restated as follows:


 


““Controlled”
means, with respect to Patent Rights or Know-How as such relates to a Party or its Affiliates, that such Party or applicable Affiliate
owns or has a license or sublicense to such Patent Rights or Know-How and has the legal right to grant a license or sublicense, including
having received any necessary Third Party consents, to such Patent Rights or Know-How to the other Party as provided for in this Agreement,
or has the ability to assign its right, title and interest in and to such Patent 




     


     


    




 


Rights or Know-How to
the other Party, without violating the terms of any agreement or other arrangement with any Third Party. Notwithstanding the foregoing,
with respect to any Patent Right or Know-How acquired or in-licensed for which a Party would be required to make payments to any
Third Party in connection with the license or access granted to the other Party under this Agreement, such Patent Right or Know-How
will only be treated as “Controlled” by the licensing Party pursuant to the terms of Article 2.” 


 


1.3.         Section 1.21 of the License Agreement shall be amended and restated as follows:


 


““Exploit”
or “Exploitation” shall mean with respect to a particular Licensed Product, to make, have made, manufacture,
have manufactured, use, have used, sell, have sold, offer for sale, have offered for sale, import, and have imported, including
to research, develop, Commercialize or otherwise exploit, such Licensed Product.”


 


1.4.         Section 1.32 of the License Agreement shall be amended and restated as follows:


 


““Licensed
Patent Rights” means (i) those patents and patent applications listed on Exhibit B and (ii) Patent Rights Owned by CDI
at any time during the Term that are (a) (1) related to reprogramming of human cells to iPSCs and (2) reasonably essential to Exploit
a Licensed Product or
(b) Improvements of the Century Licensed Technology Owned or Controlled by CDI.”


 


1.5.         Section 1.33 of the License Agreement shall be amended and restated as follows:


 


““Licensed
Product” means cancer immunotherapy products (for the treatment of cancer in humans) consisting of cells that are or
are modifications of T cells, NK cells, dendritic cells, and macrophages derived from human iPSC (including TiPSC). For the sake
of clarity, such “modifications” exclude materials or substances extracted, isolated from, or secreted by, such modified
or unmodified cells.”


 


1.6.         After giving effect to the amendments contemplated in Sections 1.1, 1.2, 1.3, 1.4 and 1.5 above, Article 1 of the
License Agreement shall be amended to add the following definitions, in appropriate alphabetical and numerical order, and the section
numbers of Article 1 of the License Agreement and all cross references thereto in the License Agreement are hereby updated to reflect
the addition of such defined terms:


 


““Century
Licensed Technology” means Improvements Owned or Controlled by Century or its Affiliates that relate to the
Licensed Patent Rights, the reprogramming of human somatic cells or the manufacture of iPSC(s) (including TiPSC(s)) or
Reprogrammed iPS Cells. For purposes of clarity, “Century Licensed Technology” does not include technologies of
gene editing, targets and binders and switches but does include, without limitation, any and all of the following: (i)
strategies, criteria or methods for analytical test development and quality control test development for the reprogramming of
human somatic cells or the manufacture of iPSC(s) (including TiPSC(s)) or Reprogrammed iPS Cells including, without
limitation: determination of the respective tests that are required for intermediates, release and characterization; the
development of the appropriate tests; and stability studies and shelf life determination; (ii) criteria and/or methods for
cell expansion and scale up process; methods for, and results from, a suite of in vitro and in vivo assays that test cell
performance and function; and evaluation analysis of such results; and (iii) criteria, methods or processes relating to any
of the following: closed unit operations (example: closed continuous or batch centrifugation); scale up of cell expansion and
cell harvest steps; process choreography, i.e., the optimal order of combining streams, transferring streams, sampling and
measuring intermediates, and defining hold times; identification of standard, or design of custom-made, product-contact
containers for combining streams, transferring streams, and sampling; and cell cryopreservation; and cell vial filling and
visual inspection at large scale.” 



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““Improvements”
means any Intellectual Property that is an improvement to then-existing Licensed Patent Rights or Licensed Know-How that is developed
by either Party or Third Parties acting on their behalf while performing activities under this Agreement or in the course of activities
in the exercise of the rights licensed hereunder (including the Exploitation of Licensed Products within the Field) and all intellectual
property rights (including Patent Rights) thereto. For purposes of clarity, “Improvements” does not include technologies
of gene editing, targets and binders and switches.”


 


““Licensed
Know-How” means Know-How that is Owned or Controlled by CDI that is necessary for the practice of the Licensed Patent
Rights and relates to the reprogramming of human somatic cells or the manufacture of Reprogrammed iPS Cells (including TiPSC(s)).
For clarity, Licensed Know-How includes Improvements of the Century Licensed Technology Owned or Controlled by CDI, but excludes
technologies of gene editing, targets and binders and switches.”


 


““Sublicensee
Technology” means any and all Know-How and Patent Rights that such Sublicensee (and its Affiliates) controls by way of
developing, generating or inventing during the term of the applicable sublicense agreement in the course of activities in the exercise
of the sublicensed rights thereunder.”


 


1.7.         Section 2.1 of the License Agreement shall be amended and restated as follows:


 


“License Grants
to Century. (a) Subject to the terms and conditions of this Agreement and the WARF License Agreement, CDI hereby grants to
Century, a non-exclusive, non-transferable (except in accordance with Section 10.3), royalty bearing, sublicensable (with
limitation as set forth in Section 2.3(a)) license under the Licensed Patent Rights to Exploit the Licensed Products within
the Field in the Territory, and (b) subject to the terms and conditions of this Agreement, CDI hereby grants to Century a non-exclusive,
non-transferable (except in accordance with Section 10.3), royalty-free, fully paid-up, sublicensable (with limitation as
set forth in Section 2.3(a)), license under the Licensed Know-How to make, have made, use, and have used, research and develop
iPSC(s) (including TiPSC(s)), Reprogrammed iPS Cells to Exploit the Licensed Products within the Field in the Territory. Notwithstanding
any term or implication herein to the contrary and for the sake of clarity, the foregoing license excludes any license or right
under the Licensed Patent Rights (i) to manufacture, have manufactured, sell, have sold, offer for sale or have offered for sale
any product or service to any Third Party in furtherance of any research or development of a Licensed Product other than a Licensed
Product that is being researched, developed or Commercialized by or on behalf of Century or its Affiliates or Sublicensees, or
(ii) to grant any sublicense to any Third Party to manufacture, have manufactured, sell, have sold, offer for sale or have offered
for sale any product or service to any other Third Party in furtherance of any research or development of a product other than
a Licensed Product that that is being researched, developed or commercialized by or on behalf of Century or its Affiliates or Sublicensees.”


 


1.8.         Section 2.2 of the License Agreement shall be amended and restated as follows:


 


“2.2. License
Grants to CDI. Subject to the terms and conditions of this Agreement, Century (on behalf of itself and its Affiliates) hereby
grants to, and will require its Sublicensee(s) to grant, to CDI the following licenses and options:


 


(a)           a
world-wide, non-exclusive, royalty-free, irrevocable, paid-up license, with the right to grant sublicenses, to WARF, the University
of Wisconsin, the WiCell Research Institute and the Morgridge Institute for Research, to make, have made, use and otherwise practice
Developments for Non-Commercial Research Purposes in organizations associated with either WARF or the University of Wisconsin;



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(b)           a non-exclusive, non-transferable (except in accordance with Section 10.3), fully paid-up, sublicensable (with
the ability to sublicense through multiple tiers) license (i) to make, have made, use and otherwise practice Developments made
by Century or its Affiliates or Sublicensees in the Field outside the Territory or within the Territory in connection with Abandoned
Indication and (ii) to practice Developments to manufacture the Licensed Products in the Field worldwide; and


 


(c)           a fully paid-up, non-exclusive, non-transferable (except in accordance with Section 10.3), sublicensable (with
limitation as set forth in Section 2.3(d)) worldwide license under the Century Licensed Technology to make, have made, use,
and have used, research and develop iPSC(s) (including TiPSC(s)), Reprogrammed iPS Cells or Reprogrammed iPS Cell Derivative Materials)
outside the Field, except that such rights granted under this Section 2.2(c) shall not be used in conjunction with any other
technology to differentiate such iPSC(s) into T cells, NK cells, macrophages or dendritic cells; [***]; and


 


(d)           an option to obtain a non-exclusive, non-transferable (except in accordance with Section 10.3), sublicensable
(with the ability to sublicense through multiple tiers) license, under Intellectual Property Rights that are owned or controlled
by a Third Party and licensed to Century or its Affiliate to Exploit the Licensed Products in the Field outside the Territory or
within the Territory in connection with the Abandoned Indication, provided however, in the event Century or its Affiliates
or Subcontractors are required to pay royalty for its sublicense to CDI and its Sublicensees the Parties will agree on an equitable
apportionment of any royalty between the Parties to reflect the fair value attributable to the use of such Intellectual Property
Rights for the Exploitation of the Licensed Products in each Party’s territory.”


 


1.9.         Section 2.3 of the License Agreement shall be amended to include new paragraphs (d), (e) and (f) which provide:


 


“(d) CDI shall
have the right to grant sublicenses under the Developments and any
Century Licensed Technology to its Affiliates and any Third Party (through multiple tiers); provided, that any such sublicense
granted shall be pursuant to a written agreement and each sublicense shall be subject to all relevant restrictions and limitations
set forth in this Agreement. CDI will be responsible for each of the Sublicensees complying with all obligations of CDI under this
Agreement that are applicable to Sublicensees and any breach by a Sublicensee under any such sublicense shall be deemed to be a
breach of CDI under this Agreement. CDI will notify Century in writing of the identity of any Sublicensees without delay.


 


(e)           Notwithstanding
anything to the contrary contained herein, Century shall use commercially reasonable efforts to include in any sublicense by Century
or any Affiliate of Century to a Third Party (or any further sublicenses by the applicable Sublicensee) of any rights granted
by CDI under Section 2.1(b) that the Sublicensee will grant to Century licenses to any Sublicensee Technology on terms
that are substantially similar to the licenses granted by CDI to Century in Section 2.1(b) (but with respect to outside
the Field), which license must be fully sublicensable to CDI (through multiple tiers) pursuant to the terms and conditions of
this Agreement. In such event, such Sublicensee Technology will be treated as “Century Licensed Technology” hereunder
and included within the licenses granted to CDI pursuant to Section 2.2(c). 






    -4- 


     


    

(f)            CDI
shall use commercially reasonable efforts to include in any sublicense by CDI or any Affiliate of CDI to a Third Party (or any
further sublicenses by the applicable CDI sublicensee) of any rights granted by Century under Section 2.2(c) that the CDI
sublicensee will grant to CDI licenses to any Sublicensee Technology on terms that are substantially similar to the licenses granted
by Century to CDI in Section 2.2(c), which license must be fully sublicensable to Century (through multiple tiers) pursuant
to the terms and conditions of this Agreement. In such event, such Sublicensee Technology will be treated as “Licensed Patent
Rights” or “Licensed Know-How” (as applicable) hereunder and included within the licenses granted to Century
pursuant to Section 2.1(b).”


 


1.10.       Section 2.4 of the License Agreement shall be amended and restated as follows:


 


“2.4         Regulatory
Related Matters.


 


(a) Technical
Support. Each Party shall, or shall cause its Affiliates to, use commercially reasonable efforts to provide the other Party
(including the other Party’s Affiliates) with the reasonably necessary technical support where reasonably necessary to allow
the other Party to Exploit the Licensed Products in the Field in the Territory (in the case of Century as the other Party) or
outside the Territory (in the case of CDI as the other Party) pursuant to this Agreement, and in accordance with this Section
2.4. Further, CDI expressly agrees that Century shall have the right to reference any DMF as required by a Regulatory Authority
maintained, or that at any time during the Term becomes maintained, by CDI in the ordinary course of business insofar as such
DMF is necessary in connection with obtaining any Regulatory Approval by Century or its Sublicensees for Licensed Products in
the Field in the Territory. For clarification, CDI may establish and maintain DMF with appropriate information for the regulatory
submissions of Century, and its Sublicensees for the Licensed Product and the Development of the Licensed Product in the Territory.
Century expressly agrees that CDI shall have the right to reference any DMF that are maintained, or that at any time during the
Term becomes maintained, by Century and its Sublicensees in the ordinary course of business relating to the Developments insofar
as such information is necessary in connection with obtaining any Regulatory Approval for Licensed Products in the Field outside
the Territory.


 


(b) Other Regulatory
Matters. The provisions of Section 8 of the Quality Agreement and Section 2.0 of the Table set forth in the Quality Agreement
shall apply to this Agreement, mutatis mutandis. To the extent the Quality Agreement expires or is terminated prior to the
expiration or earlier termination of this Agreement, such provisions of the Quality Agreement will survive such expiration or termination
for purposes of this Section 2.4, and be incorporated herein by reference.”


 


1.11.       Article 2 of the License Agreement shall be amended to include a new Section 2.8 which provides:


 


“2.8        Tech Transfer.


 


(a)           After
the First Amendment Effective Date and during the Term, CDI will use commercially reasonable efforts to disclose to Century Licensed
Know-How in existence on the First Amendment Effective Date including, but not limited to, by providing access to and information
transfer of Licensed Know-How and providing copies or samples of relevant documentation, materials, and other embodiments of such
Licensed Know-How in the ordinary course of business and as provided in Section 2.8(c). In addition to the disclosure of Licensed
Know-How by CDI to Century pursuant to Section 2.8(c), during the Term, upon the request of Century, but not more than [***] per
Calendar Year, CDI will promptly disclose to Century any new Licensed Know-How developed, Owned or Controlled by CDI during such
period relating to the Exploitation of the Licensed Products and provide copies or samples of relevant documentation, materials,
and other embodiments of such Licensed Know-How.



    -5- 


     


    




(b)           After the First Amendment Effective Date and during the Term, Century will use commercially reasonable efforts to
disclose to CDI Century Licensed Technology in existence on the First Amendment Effective Date including, but not limited to, by
providing access to and information transfer of Century Licensed Technology and by providing copies or samples of relevant documentation,
materials, and other embodiments of such Century Licensed Technology in the ordinary course of business and as provided in Section
2.8(c). In addition to the disclosure of Century Licensed Technology by Century to CDI pursuant to Section 2.8(c), during the Term,
upon the request by CDI, but not more than twice per Calendar Year, Century will promptly disclose to CDI any new Century Licensed
Technology developed, Owned or Controlled by Century and provide copies or samples of relevant documentation, materials, and other
embodiments of such Century Licensed Technology.


 


(c)           After
the First Amendment Effective Date but not later than on the [***] anniversary of the First Amendment Effective Date, the Parties
will establish a plan for the disclosure by CDI of Licensed Know-How in existence on the First Amendment Effective Date to Century
as contemplated in Section 2.8(a) and the disclosure by Century of Century Licensed Know-How in existence on the First Amendment
Effective Date to CDI as contemplated in Section 2.8(b). The JSC (as defined in the Differentiation License Agreement) will oversee
and facilitate the Parties’ respective performance of such disclosures.”


 


1.12.       Section 3.4 of the License Agreement shall be amended and restated as follows:


 


“3.4         Manufacture.
Effective as of the First Amendment Effective Date, the Parties are entering into a manufacturing and supply agreement under which
CDI or its Affiliate will manufacture and supply human iPSC (including TiPSC) and CDI and/or its Affiliates or contractors will
manufacture and supply certain Licensed Products, in each case, to Century for itself and its Affiliates and Sublicensees (as the
same may be amended from to time, the “Supply Agreement”) and as of June 29, 2020, entered into a quality agreement
which provides the responsibilities of Century and CDI or its Affiliates for quality assurance of human iPSC (including TiPSC)
and such Licensed Products (as the same may be amended from time to time, the “Quality Agreement”). Except as
set forth in the Supply Agreement, Century shall have the sole discretion whether to manufacture and supply iPSC (including TiPSC),
Reprogrammed iPS Cells or Reprogrammed iPS Cell Derivative Materials or any Licensed Products itself or through its Affiliates
or to use CDI or a Third Party (other than any manufacturer set forth on Schedule 3.7 of the Differentiation License Agreement)
for such manufacture and supply.”


 


1.13.       Section 4.1 (b) of the License Agreement shall be amended to include a new paragraph after the table included in such section
which provides:


 


“For clarity,
the foregoing WARF Milestone Fees shall only become payable with respect to a Licensed Product that is covered by a WARF Patent
Right, and each such WARF Milestone Fee is payable only once with respect to each such Licensed Product upon the achievement of
the corresponding milestone. In no event will more than $6,000,000 be payable in WARF Milestone Fees with respect to each Licensed Product
that is covered by a WARF Patent Right.”


 


1.14.       Section 9.6 of the License Agreement shall be amended and restated as follows:


 


“9.6         Termination
for Convenience. Century may terminate this Agreement, at any time and for any reason or no reason, in its entirety or on
an indication-by-indication, a Licensed Product-by-Licensed Product basis (to exclude such product from the Field) or country-by-country
basis (to eliminate such country from the Territory), by providing ninety (90) days’ prior written and unambiguous notice
to CDI. The termination shall become effective at the end of the ninety (90) day period. The indication in respect of which Century
terminates this Agreement is referred to herein as the “Abandoned Indication.””



    -6- 


     


    

 


2.           Notice. Pursuant to, and in accordance with Section 10.2 of the License Agreement, as of the First Amendment
Effective Date, Century’s contact information is as follows:


 


If to Century:


 


Century Therapeutics,
Inc. 


3675 Market
Street 


Philadelphia,
PA 19104 


Attention:
Chief Executive Officer 


Email: lalo@centurytx.com


 


With a copy to:


 


Troutman Pepper
Hamilton Sanders LLP 


3000 Two Logan Square


Philadelphia, PA 19103


Attention: Rachael M. Bushey, Esq.


Email: rachael.bushey@troutman.com


 


		3.	Miscellaneous.



 


3.1.         Effect of this First Amendment. This First Amendment amends the terms of the License Agreement and is deemed
incorporated into, and governed by all other terms of, the License Agreement. To the extent that the License Agreement is explicitly
amended by this First Amendment, the terms of this First Amendment will control where the terms of the License Agreement are contrary
to or conflict with the terms of this First Amendment. All other terms and conditions of the License Agreement not explicitly amended
by this First Amendment shall remain in full force and effect. The License Agreement shall, together with this First Amendment,
be read and construed as a single instrument.


 


3.2.         WARF Side Letter. This First Amendment does not, and is not intended to, amend, modify or supplement the terms
of the WARF Side Letter, which remains in full force and effect. In the event of any conflict between the terms of the License
Agreement, as amended by this First Amendment, and the WARF Side Letter, the WARF Side Letter shall control.


 


3.3.         Counterparts. This First Amendment may be signed in any number of counterparts, including facsimile copies
thereof or electronic scan copies thereof delivered by electronic mail, each of which shall be deemed an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.


 


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blank] 




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IN WITNESS WHEREOF,
the Parties have executed this First Amendment as of the First Amendment Effective Date.


 





	 	CENTURY THERAPEUTICS, INC.
	 	 	 
	 	By:	/s/ Osvaldo Flores
	 	Name: Osvaldo Flores, Ph.D.
	 	Title: President and Chief Executive Officer
	 	 	 
	 	FUJIFILM CELLULAR DYNAMICS INC.
	 	 	 
	 	By:	/s/ Takeshi Yamamoto
	 	Name: Takeshi Yamamoto
	 	Title: President and Chief Executive Officer







 





[Signature Page to First Amendment
to License Agreement]