Exhibit 10.18


 


[***] 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.


 


Confidential

Execution Version


 


AMENDMENT
NO. 2

to

MASTER COLLABORATION AGREEMENT


 


This Amendment No. 2
to Master Collaboration Agreement (the “Amendment No. 2”) is made and effective as of March 23, 2021 (the “Amendment
No. 2 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 (“FCDI”) having an address at 525 Science Drive, Madison, WI 53711 USA, and amends the
Master Collaboration Agreement entered into between Century and CDI, signed as of October 21, 2019 and as amended by that certain
Amendment No. 1 to Master Collaboration Agreement, dated as of July 17, 2020 (the “Collaboration Agreement”).
All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Collaboration Agreement.


 


RECITALS


 


WHEREAS, on October 21,
2019, Century and FCDI entered into the Collaboration Agreement; and


 


WHEREAS, Century and
FCDI desire that the Collaboration Agreement be amended as set forth herein.


 


THEREFORE, in consideration
of the mutual covenants and conditions set forth in this Amendment No. 2, it is agreed as follows:


 


		1.	Amendments to the Collaboration Agreement.



 


1.1.          Article 1 of the Collaboration Agreement shall be amended to add the following definitions, in appropriate alphabetical
and numerical order, and the section numbers of Article 1 of the Collaboration Agreement and all cross references thereto in the
Collaboration are hereby updated to reflect the addition of such defined terms:


 


““Century
Engineered Cells” means iPSCs (including TiPSCs), Reprogrammed iPS Cells and Reprogrammed iPS Cell Derivative Materials
that have been genetically modified or otherwise modified by Century.”


 


““FCDI
Regulatory Documentation” means (i) all applications, registrations, licenses, authorizations and approvals (including all
Regulatory Approvals, if any), all correspondence submitted to or received from Regulatory Authorities (including minutes and official
contact reports relating to any communications with any Regulatory Authority) and all supporting documents and all clinical studies and
tests, in each case to the extent relating to (a) any Reprogrammed iPS Cells (including TiPSCs) manufactured by FCDI, (b) the manufacture
by FCDI of any such Reprogrammed iPS Cells (wherein such manufacture includes all activities performed by or on behalf FCDI through (inclusive
of) cryopreservation of such Reprogrammed iPS Cells) and/or (c) the reprogramming plasmids used by FCDI in any such manufacture and (ii)
all data contained in any of the foregoing in clause (i), including all INDs, Regulatory Approvals, regulatory drug lists, advertising
and promotion documents, manufacturing data, drug master files,






     


     


    




clinical data, adverse
event files and complaint files; and in each case of (i) and (ii), to the extent owned and controlled by FCDI.”


 


““Quality
Agreement” means that certain Quality Agreement between FCDI and Century, which has a signing date of June 29, 2020,
as hereafter may be amended as set forth in a writing signed by an authorized representative of each of FCDI and Century.”


 


““Regulatory
Documentation” means all applications, registrations, licenses, authorizations and approvals (including all Regulatory
Approvals), all correspondence submitted to or received from Regulatory Authorities (including minutes and official contact reports
relating to any communications with any Regulatory Authority) and all supporting documents and all clinical studies and tests,
relating to the Licensed Products and all data contained in any of the foregoing, including all INDs, Regulatory Approvals, regulatory
drug lists, advertising and promotion documents, manufacturing data, drug master files, clinical data, adverse event files and
complaint files, but excluding all FCDI Regulatory Documentation.”


 


1.2.         Article 4 of the Collaboration Agreement shall be amended (i) by replacing the heading “INSPECTIONS; RECORDS”
with “INSPECTIONS; RECORDS; REGULATORY RELATED MATTERS”, (ii) by deleting Sections 4.1 and 4.2 in their entirety, (iii)
by re-designating Sections 4.3 and 4.4 as Sections 4.2 and 4.3, respectively, and (iv) to include a new Section 4.1 and Section
4.4 as follows:


 


“4.1        Right of Reference.


 


(a)       Century
hereby grants, in addition to the rights thereto granted under the Reprogramming License Agreement and/or Differentiation License
Agreement (i.e., to the extent a license under Century’s Regulatory Documentation is not already granted thereunder), to
FCDI a non-exclusive, perpetual, irrevocable, fully paid-up, royalty-free, sublicensable (through multiple tiers), license and
right of reference, with the right to grant sublicenses through multiple tiers and further rights of reference under any Regulatory
Documentation Owned or Controlled by Century in connection with obtaining Regulatory Approval for Licensed Products within the
Field, outside the Territory, for manufacturing and process development activities in respect of Licensed Products within the Field
outside the Territory, and for manufacturing and process development activities outside of the Field for cells other than human
iPSC (including TiPSC)-derived T cells, NK cells, macrophages and dendritic cells.


 


(b)       FCDI
hereby grants, in addition to the rights thereto granted under the Reprogramming License Agreement and/or Differentiation License
Agreement, to Century a non-exclusive, perpetual, irrevocable, fully paid-up, royalty-free, sublicensable (through multiple tiers),
license and right of reference, with the right to grant sublicenses through multiple tiers and further rights of reference under
any master file included in the FCDI Regulatory Documentation in connection with obtaining Regulatory Approval for Licensed Products
within the Field within the Territory.


 


(c)       FCDI
hereby grants, in addition to the rights thereto granted under the Reprogramming License Agreement and/or Differentiation License
Agreement (i.e., to the extent a license under FCDI’s Regulatory Documentation is not already granted thereunder), to Century
a non-exclusive, perpetual, irrevocable, fully paid-up, royalty-free, sublicensable (through multiple tiers), license and right
of






    2


     


    

reference, with the right to grant
sublicenses through multiple tiers and further rights of reference under any Regulatory Documentation Owned or Controlled by FCDI in
connection with obtaining Regulatory Approval for Licensed Products within the Field within the Territory, and for manufacturing and
process development activities in respect of Licensed Products within the Field within the Territory.


 





(d)       The
provisions of this Section 4.1 shall survive the expiration or termination of this Agreement, the Reprogramming License
Agreement and/or Differentiation License Agreement.


 


“4.4.       Regulatory
Related 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 Article 4, and be incorporated herein by reference.”


 


1.3.         
Section 6.2(a) of the Collaboration Agreement shall be amended and restated as follows:


 


		“(a)	Except as set forth in Section
6.2(b) or Section 6.2(c), Century is and will be the sole and exclusive owner of all right, title and interest in and to the Deliverables
(excluding Century Engineered Cells that are pluripotent), including all intellectual property rights therein. Any Deliverables produced
by FCDI in the course of providing Services pursuant to this Agreement shall be promptly and fully disclosed to Century in accordance
with the terms of this Agreement. Except as set forth in Section 6.2(b) or Section 6.2(c), FCDI hereby assigns to Century all
of its right, title and interest in and to all Deliverables (excluding pluripotent Century Engineered Cells), including all intellectual
property rights therein. FCDI acknowledges and agrees that each of the Licensed Patent Rights (as defined in the Reprogramming License
Agreement) and the Licensed Technology (as defined in the Differentiation License Agreement) includes FCDI Technology to the extent described
in the definition of each such former term. Century hereby grants to FCDI, during the Term, a fully paid-up, royalty-free, non-transferable,
non-sublicensable (except to permitted subcontractors in accordance with Section 2.4), non-exclusive right and license to practice
any and all intellectual property rights in the Deliverables that are solely and exclusively owned by Century in accordance herewith
to the extent necessary or useful to perform the Services. Notwithstanding anything to the contrary herein, (i) any and all Reprogrammed
iPS Cells and pluripotent Reprogrammed iPS Cell Derivative Materials (A) that are or were obtained, created, or derived from Reprogrammed
iPS Cells that were transferred by FCDI to Century pursuant to the MTA, or (B) that otherwise were transferred by FCDI to Century prior
to the Amendment No. 2 Effective Date and that are identified on Schedule 6.2(a) attached hereto, or (C) that are transferred
by FCDI to Century hereunder after the Amendment No. 2 Effective Date other than as contemplated in the Research Plan (as in effect at
the time of any such transfer) and that are identified on a written addendum to Schedule 6.2(a) attached hereto agreed upon by
the Parties (which agreement may be via email), which addendum by such agreement will become a part of Schedule 6.2(a))(“Additional
R&D Cells”) and all pluripotent Century Engineered Cells derived therefrom that are not described in the immediately following
clause (ii) shall be deemed to be Deliverables transferred by FCDI to Century hereunder, and (ii) any and all







    3


     


    




	 	 	Deliverables
that are Reprogrammed iPS Cells or pluripotent Reprogrammed iPS Cell Derivative Materials that are transferred by FCDI to Century
hereunder, then furnished by Century to FCDI for its use in the course of performing Services, and then further transferred by
FCDI to Century hereunder shall at all times remain and be Deliverables subject to this Section 6.2 and not be Materials
subject to Section 6.1. For the avoidance of doubt, pluripotent Reprogrammed iPS Cell Derivative Materials include pluripotent
Century Engineered Cells.”






 


1.4.        
Section 6.2(b) of the Collaboration Agreement shall be amended and restated as follows:


 


“(b) Notwithstanding anything
to the contrary herein:


 


(i) except
as expressly otherwise provided in Section 6.2(c) with respect to the Selected Cell Lines (as defined below in Section
6.2(c)), FCDI shall remain the sole and exclusive owner of all right, title and interest in and to any and all Deliverables
that are Reprogrammed iPS Cells or pluripotent Reprogrammed iPS Cell Derivative Materials (including, for the avoidance of doubt,
any pluripotent Century Engineered Cells) and Century’s rights with respect to any such Deliverables shall be limited to
the use thereof in accordance with and subject to the Reprogramming License Agreement and the Differentiation License Agreement;


 


(ii) FCDI shall
remain the sole and exclusive owner of all right, title and interest in and to the Licensed Patent Rights and the Licensed Technology
and its retained rights pursuant to Section 2.6(a) of the Differentiation License Agreement including those pertaining to or embodied
or incorporated in any Deliverables as to which Century shall have solely the rights granted in the Reprogramming License Agreement
and the Differentiation License Agreement;


 


(iii) FCDI shall
remain the sole and exclusive owner of all right, title and interest in and to any and all products, materials, tools, Know-How,
and intellectual property rights therein and Patent Rights and other similar rights (e.g., copyright registrations) with respect
thereto, that are:


 


(A) made,
conceived, reduced to practice or otherwise discovered firstly by its employees, consultants or other contractors, or agents outside of the course of the performance of the Services and without
use of, reference to or incorporation

of Century’s Confidential Information,


 


(B) improvements,
variations, modifications or enhancements of anything described in this sentence that are first made, conceived, reduced to practice
or otherwise discovered by, or on behalf of, FCDI after the Effective Date in the

course of FCDI’s performance of the Services (other than as explicitly set forth in an SOW) and that do not use or incorporate
any of Century’s Confidential Information and that are useful for, and to be practiced in, the development, manufacture or
commercialization of iPSCs (including TiPSC) (derived by any reprogramming method) or any one or more iPSC derived cell(s) other
than solely iPSC (including TiPSC)-derived T cells, NK cells, dendritic cells, or macrophages; or


 


(C)       third
party intellectual property rights in licensed or otherwise acquired by FCDI independent of this Agreement (“FCDI Technology”);



    4


     


    

 


[***].


 


For the avoidance of doubt, FCDI shall
remain the sole and exclusive owner of all right, title and interest in any and all products, materials, tools, Know-How, and any and
all improvements, variations, modifications or enhancements of any of the foregoing, that are made, conceived, reduced to practice or
otherwise discovered firstly by its employees, consultants or other contractors, or agents outside of the course of the performance of
the Services (and accordingly are not funded in whole or in part by Century) and without use of, reference to or incorporation of Century’s
Confidential Information, and any and all intellectual property rights therein and Patent Rights and other similar rights (e.g., copyright
registrations) with respect thereto. FCDI hereby grants, in addition to the rights thereto granted under the Reprogramming License Agreement
and/or Differentiation License Agreement (i.e., to the extent a license under the FCDI Technology to do (I) and (II) below is not already
granted thereunder), to Century a non-exclusive, perpetual, irrevocable, fully paid-up. royalty-free, sublicensable (through multiple
tiers), worldwide license under all FCDI Technology described in Section 6.2(b)(iii)(B) pertaining to or embodied within the Deliverables,
(I) to fully exploit any product or service based on, embodying, incorporating, or derived from the Deliverables that are owned by Century,
and (II) to exercise any and all other present or future rights in the Deliverables for any and all purposes (excluding, for the avoidance
of doubt, any rights under the Licensed Patent Rights, the Licensed Know-How or FCDI Technology as to which Century shall have



    5


     


    

solely the rights granted under the Reprogramming
License Agreement and/or Differentiation License Agreement or otherwise expressly granted herein) or to fully Exploit the Licensed Products
and any product or service described in either of the immediately preceding clauses (I) and (II) of this sentence.


 


As used in this Section 6.2(b),
 “Relevant Century Activities” means Century’s Board of Directors-approved and budgeted (with appropriate
resources therefor available to Century or planned to be acquired by it) ongoing or anticipated activities and strategies, which
in the case of anticipated activities and strategies are to be carried out within the succeeding eighteen (18) month period, as
of the time that FCDI would request any consent from Century pursuant to the first proviso in the first sentence of this Section
6.2(b).”


 


1.5.         Section 6.2(c) of the Collaboration Agreement shall be amended and restated as follows:


 


		“(c)	Century shall: (i) use all Deliverables that are owned by FCDI in accordance with Section 6.2(b)(i)
(i.e., Reprogrammed iPS Cells or pluripotent Reprogrammed iPS Cell Derivative Materials, which include, for the avoidance of
doubt, pluripotent Century Engineered Cells) solely (A) to perform the activities to be performed by it as set forth in the Research
Plan, and/or (B) otherwise in internal research to develop Licensed Products in the Field, and (C) solely in the case of the Selected
Cell Lines (as defined below), to otherwise Exploit Licensed Products, in accordance with and/or subject to this Agreement, the
Reprogramming License Agreement, the Differentiation License Agreement and/or the Manufacturing and Supply Agreement (from and
after the time when the same hereafter becomes effective between Century and FCDI), as applicable. In order to effect the permitted
use in Section 6.2(c)(i)(A) (i.e., to the extent a license under such intellectual property rights to perform such activities
is not already granted under the Reprogramming License Agreement and/or Differentiation License Agreement), FCDI hereby grants
to Century during the Term a fully paid-up, royalty-free, sublicensable, non-exclusive right and license to practice any and all
intellectual property rights in such Deliverables that are owned by FCDI to the extent necessary or useful to perform the activities
to be performed by Century as set forth in the Research Plan.







    6


     


    




Notwithstanding anything to the
contrary in this Agreement, Century shall not: (i) use any such Deliverables to make Reprogrammed iPS Cells or pluripotent Reprogrammed iPS Cell Derivative Materials (except
as expressly permitted in this Agreement and/or the Reprogramming License Agreement), have made, offer to sell, or sell any such
Deliverables; (ii) use any such Deliverables in the manufacture of any products (except Selected Cell Lines to manufacture Licensed
Products as expressly described in clause (i)(C) of the first sentence of this Section 6.2(c)); (iii) transfer any such Deliverables except Selected Cell Lines solely for Exploitation as expressly described
in clause (i)(C) of the first sentence of this Section 6.2(c)to any third party without FCDI’s express prior written
consent; (iv) use any such Deliverables in any services for a third party, including sponsored research with a third party, without
FCDI’s express prior written consent; (v) reverse engineer any such Deliverables (which shall not include full characterization
as contemplated in the immediately following clause (vi) of this sentence); (vi) perform any whole genome sequencing (“WGS”)
of any such Deliverables other than subject to and in accordance with compliance with the provision of the immediately following
paragraph; and (vii) (A) use any such






    7


     


    

Deliverables in humans, in
clinical trials, for diagnostic purposes involving human subjects, or for any therapeutic use; or (B) attempt in any way to
determine the identity of the donor(s) of the biological materials from which Deliverables directly or indirectly are derived or
were made; (viii) use (A) any Reprogrammed iPS Cells that are identified on Schedule 6.2(a) as iPSCs of either the R&D
HDWCB or R&D bank type (under Section 1, Reprogrammed iPS Cells, of such Schedule 6.2(a)) or any Additional R&D Cells
that are Reprogrammed iPS Cells, or (B) any pluripotent or non-pluripotent Reprogrammed iPS Cell Derivative Materials that are
obtained, created, or derived from any such Reprogrammed iPS Cells (including, for the avoidance of doubt, Century Engineered Cells)
other than solely in internal research performed by Century at its facility, which internal research excludes, use to develop any
product(s) (i.e., for purposes of this Section 6.2(c), use in any of the steps of manufacture of a product); (ix) use (A) any
Reprogrammed iPS Cells that are identified on Schedule 6.2(a) as TiPSCs (under Section 2, Reprogrammed iPS Cells and
Reprogrammed iPS Cell Derivative Materials, of such Schedule 6.2(a)) or (B) any pluripotent or non-pluripotent Reprogrammed
iPS Cell Derivative Materials that are obtained, created, or derived from such Reprogrammed iPS Cells (including, for the avoidance
of doubt, Century Engineered Cells) other than solely in internal research performed by Century at its facility and solely
consisting of research use of such TiPSCs to practice, using Century’s (or a third party’s) feeder-free differentiation
protocol, differentiation of TiPSCs into gamma delta T cells in order to gain expertise and technical competence in performing such
differentiation as well as insights into the efficiency of such differentiation (and to get a read on functional activity of cells
resulting from such research), which internal research excludes, use to develop any product(s); (vii) use any Reprogrammed iPS Cell
Derivative Materials that are identified on Schedule 6.2(a) as either [***] or [***] (under Section 2, Reprogrammed iPS
Cells and Reprogrammed iPS Cell Derivative Materials, of such Schedule 6.2(a)) other than solely in internal research
performed by Century at its facility, which internal research excludes use to develop any product(s); and (x) any use(s) of
Additional R&D Cells that are expressly prohibited in the addendum to Schedule 6.2(a) whereby such Reprogrammed iPS Cells
or Reprogrammed iPS Cell Derivative Materials, as applicable, become Additional R&D Cells hereunder. No rights to take any
action or undertake any activities prohibited by any provision of this Section 6.2(c) are conveyed or shall be implied by the
transfer of the Deliverables under the MTA or hereunder (or a transfer thereof deemed made hereunder). Century shall use the
Deliverables in accordance with all applicable laws and regulations and any applicable institutional review board approved
protocol.


 


All WGS will be performed by
solely Century at its facility or on behalf of Century by an Approved CRO (as defined below in this paragraph) at the Approved
CRO’s facility and will be solely [***]. For such purposes, “Approved CRO” means a third-party contract
research organization (“CRO”) who has been expressly approved in writing by FCDI prior to the transfer to such
CRO of any Deliverables on which such CRO would perform WGS and for whose acts or omissions, with respect to any and all Deliverables
transferred to such CRO and any and all data resulting from any WGS performed by such CRO, Century is responsible as though such
acts and omissions were those of Century itself. FCDI’s approval of any CRO proposed by Century






    8


     


    

to be an Approved CRO will not be unreasonably
withheld, conditioned or delayed and may be provided via email. All data resulting from such WGS of any and all Deliverables other than
Selected Cells Lines are Confidential Information of FCDI owned by it, and Century may use such data solely as a baseline or control
for comparison of engineered vs parental lines and will not disclose any such data to any other person (other than FCDI) without FCDI’s
express prior written consent thereto. All data resulting from such WGS of any and all Deliverables that are Selected Cells Lines are
Confidential Information of Century owned by it subject to FCDI’s right to use such data in its internal research but not to disclose
any such data to any third party. Promptly after Century (or its Approved CRO, as applicable) has performed WGS or analyzed raw data
resulting from WGS, Century will disclose to FCDI all raw data resulting from such WGS or all analyzed data resulting from such analysis,
as applicable.


 


Notwithstanding anything to the
contrary in this Section 6.2(c), Century may possess and use (x) those Deliverables that are Reprogrammed iPS Cells or are
pluripotent Reprogrammed iPS Cell Derivative Materials, or Century Engineered Cells, that are directly or indirectly derived or made
from cells selected by Century from the clones that are identified on Schedule 6.2(c) attached hereto, as set forth in a
written notice thereof given by Century to FCDI prior [***] as the [***] as may be mutually agreed in writing by the
Parties) to be used for the Exploitation of Licensed Products as contemplated in the Research Plan (collectively, the
 “Selected Cell Lines”) and (y) Deliverables or Century Engineered Cells, as applicable, that are directly or
indirectly derived or made from the Selected Cell Lines to Exploit Licensed Products in the Field in accordance with and subject to
this Agreement, the Reprogramming License Agreement and the Differentiation License Agreement. Title with respect to such Selected
Cell Line and all Deliverables or Century Engineered Cells, as applicable, that are directly or indirectly derived or made from the
Selected Cell Lines passes to Century upon Century’s giving of written notice of its selection of a Selected Cell Line to FCDI
in accordance with this paragraph for use, further transfer, and other exploitation thereof, subject to the terms and conditions of
the Reprogramming License Agreement and WARF License Agreement and under the Licensed Patent Rights 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 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 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. For clarity, the foregoing shall not be deemed to transfer title of
Reprogrammed iPS Cells or pluripotent Reprogrammed iPS Cell Derivative Materials that are Controlled by FCDI (in each case, as
defined in the Reprogramming License Agreement) that have not been genetically modified or otherwise modified by Century or on
Century’s request or






    9


     


    

 


direction
pursuant to any Work Order. Capitalized terms used but not defined in this paragraph have the meanings assigned to them in the Reprogramming
License Agreement.


 


At any time after the third Contract
Year when there is no Approved Research Budget in effect (and there is no ongoing discussions between the Parties or dispute resolution
seeking a determination that there be an Approved Research Budget), FCDI may give Century written notice requiring Century, at
FCDI’s election, (X) to return or destroy all Deliverables that are Reprogrammed iPS Cells or are pluripotent Reprogrammed iPS Cell Derivative Materials
and all Century Engineered Cells) other than the Selected Cell Lines and pluripotent Reprogrammed iPS Cell Derivative Materials
(including, for the avoidance of doubt, Century Engineered Cells) derived from the Selected Cell Lines, and destroy all Deliverables
that are non-pluripotent Reprogrammed iPS Cell Derivative Materials other than non-pluripotent Reprogrammed iPS Cell Derivative
Materials (including, for the avoidance of doubt, Century Engineered Cells) derived from the Selected Cell Lines or (Y) to destroy
all Deliverables that are Reprogrammed iPS Cells or are Reprogrammed iPS Cell Derivative Materials and all Century Engineered Cells
other than the Selected Cell Lines, Reprogrammed iPS Cell Derivative Materials derived from the Selected Cell Lines and Century
Engineered Cells derived from the Selected Cell Lines; provided, however, that, no later than January 31, 2022, Century shall complete
the destruction contemplated in clause (Y) of the immediately preceding provision and destroy all other Reprogrammed iPS Cells
and Reprogrammed iPS Cell Derivative Materials and all other Century Engineered Cells except that Century may continue to possess
and use solely [1] Reprogrammed iPS Cells, and pluripotent Reprogrammed iPS Cell Derivative Materials that were genome edited or
engineered by Century in accordance with this Agreement, the Reprogramming License Agreement and the Differentiation License Agreement,
and [2] non-pluripotent Reprogrammed iPS Cell Derivative Materials derived therefrom, in the case of each of [1] and [2] solely in
internal research to develop Licensed Products in the Field in accordance with and subject to this Agreement and the Reprogramming
License Agreement and the Differentiation License Agreement. If so requested by FCDI in writing in accordance with this Agreement,
Century will confirm the destruction of any Deliverables as required pursuant to this Section 6.2(c) in a writing delivered
to FCDI.”


 


1.6.        
Article 7 of the Collaboration Agreement shall be amended (i) by re-designating Section 7.5 as Section 7.8, and (ii) to
include a new Section 7.5, Section 7.6, and Section 7.7 as follows:


 


		“7.5.	Publication. Each Party shall submit any proposed scientific publication containing
Confidential Information of the other Party relating to its development and/or Exploitation activities relating to the Services
or Licensed Products at least seven (7) days in advance of submission of an abstract of a proposed publication, if any, and again
at least seven (7) days in advance of submission of the scientific publication, to allow such other Party to review such planned
public disclosure. The reviewing Party will promptly review such publication and make any objections that it may have to the publication
of the Confidential Information contained therein. The reviewing Party may, at its option, delay any such proposed publication
or presentation for an additional sixty (60) day period, in order to file any patent applications on the inventions disclosed therein.
Should the reviewing 







    10


     


    




	 	 	Party make an objection to the publication of the Confidential Information or require its modification, then
the Parties will discuss the merits of publishing and any such modifications; provided, however, that in any case, no publication
of Confidential Information of the other Party shall take place under this Section without the other Party’s prior written
approval thereof or unless the obligations of confidentiality as to such Confidential Information shall be waived or disclosure
of Confidential Information of the other Party is otherwise authorized under this Article 7. For purposes of this Section 7.5 and
notwithstanding anything to the contrary herein, Confidential Information of FCDI shall include, without limitation, information
and data regarding and relating to the genotypic characteristics of, the phenotypic characteristics of, and the functionality of
the Deliverables other than Deliverables that are Selected Cell Lines or are derived from Selected Cell Lines.”



 


		“7.6.	Publication of Clinical Trial Results. Each Party mutually supports a policy to register
and report results of clinical trials and agrees that this Agreement is subject to such policy. Each Party agrees that it will
permit the party conducting or sponsoring a clinical trial with respect to any Licensed Product and the Affiliates of such conducting
or sponsoring party (the “Clinical Trial Sponsor”) to register and publish the data in accordance with such
policy. The other Party further agrees to provide the Clinical Trial Sponsor such reasonable assistance as such Party may require
in connection with fulfilling the requirements to register and report results of any such clinical trial. Notwithstanding anything
to the contrary in this Agreement, the Clinical Trial Sponsor’s compliance with the terms of this policy will not result
in a breach of any provision of this Agreement, including without limitation, the obligations of confidentiality and non-use.”



 


		“7.7.	Public Announcement. Neither Party shall originate any publicity, news release or
public announcements, written or oral, whether to the public or press, stockholders or otherwise, relating to this Agreement, including
its existence, the subject matter to which it relates, performance under it or any of its terms, to any amendment hereto or performances
hereunder without the prior written consent of the other Party, save only such announcements that are required by law to be made
or that are otherwise expressly agreed to in writing in advance by the Parties. Such announcements shall be brief and factual.
If a Party decides to make an announcement required by law, it shall give the other Party at least five (5) Business Days advance
notice, where possible, of the text of the announcement so that the other Party shall have an opportunity to comment upon the announcement.
To the extent that the receiving Party reasonably requests the deletion of any information in the materials, the disclosing Party
shall delete such information unless, in the opinion of the disclosing Party’s legal counsel, such Confidential Information
is legally required to be fully disclosed.”



 


1.7.        
The Collaboration Agreement shall be amended to include a new Schedule 6.2(a) in the form attached hereto as Exhibit A.


 


1.8.        
The Collaboration Agreement shall be amended to include a new Schedule 6.2(c) in the form attached hereto as Exhibit B.



    11


     


    

 


		2.	Miscellaneous.



 


2.1.           
Effect of this Amendment No. 2. This Amendment No. 2 amends the terms of the Collaboration Agreement and is deemed
incorporated into, and governed by all other terms of, the Collaboration Agreement. To the extent that the Collaboration Agreement
is explicitly amended by this Amendment No. 2, the terms of this Amendment No. 2 will control where the terms of the Collaboration
Agreement are contrary to or conflict with the terms of this Amendment No. 2. All other terms and conditions of the Collaboration
Agreement not explicitly amended by this Amendment No. 2 shall remain in full force and effect. The Collaboration Agreement shall,
together with this Amendment No. 2, be read and construed as a single instrument.


 


2.2.           
Counterparts. This Amendment No. 2 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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IN WITNESS WHEREOF,
the Parties have executed this Amendment No. 2 as of the Amendment No. 2 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 CEO




 


[Signature
page to Amendment No. 2 to Master Collaboration Agreement] 












     


     


    

EXHIBIT A


 


Schedule 6.2(a)


 


Certain Reprogrammed iPS Cells and Reprogrammed
iPS Cell Derivative Materials


 


[***] 




     


     


    

EXHIBIT B


 


Schedule 6.2(c)


 


Clones eligible to be Selected Cell Lines


 


[***]