Exhibit 10.27


 


[***] 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.


 


SUBLICENSE AGREEMENT


 


This Sublicense Agreement
(together with all exhibits and attachments hereto, this “Agreement”) is made and entered into by and between iCELL
Inc. (“Sublicensor”), a Japanese corporation having a principal place of business at Tokyo Twin Parks 25-26 FL (2505),
Higashi Shinbashi 1-10-2, Minato-ku, Tokyo 105-0021 Japan, and Century Therapeutics, LLC

(“Sublicensee”), a Delaware limited liability company having a principal place of business at 3675 Market St., Philadelphia,
PA 19104, effective as of March 20, 2020 (“Effective Date”).


 


WHEREAS, Sublicensor is party
to that Exclusive Licensing Agreement concluded on 08/01/2018 and as amended by that certain Amendment No. I to Exclusive Licensing Agreement
concluded as of even date herewith, between Sublicensor and The University of Tokyo

(“UTokyo”) and Todai TLO, Ltd., as may be further amended from time to time (“UTokyo License”), under
which Sublicensor was granted a license to certain patents, technology and technology information; and


 


WHEREAS, the Sublicensor desires
to grant to the Sublicensee a sublicense to such patents and technology, subject to the terms of this Agreement.


 


NOW, THEREFORE, and in consideration
of the mutual covenants and agreements

contained herein, the parties hereto agree as follows:


 


		1.	Definitions



 


		1.1.	“Field of Use” shall mean all fields of use.



 


		1.2.	“Initiation” shall mean the dosing of the first human subject participating in a clinical
trial.



 


		1.3.	“Inventors” shall mean the inventors of the Technology Information.



 


		1.4.	“Licensed Patents” shall mean the patents and applications listed in Exhibit A
                                                                hereto and any related patents and applications sharing the same priority date as those listed in this Agreement.



 


		1.5.	“Licensed Products” shall mean on a country-by-country basis, any product whose
                                                                manufacture, use, sale, offer for sale, or import which, but for the licenses granted herein, would infringe a Valid Claim of a
                                                                pending Licensed Patent, were such Licensed Patent to have issued, or a Valid Claim of an issued Licensed Patent in such country
                                                                in which such product is manufactured, used, sold, offered for sale, or imported.



 


		1.6.	“Technology Information” shall mean confidential, non-public technology
                                                                information, technical data, know-how and other information or materials controlled by Sublicensor during the term of this Agreement
                                                                that is necessary for the development and/or use of the Licensed Products which is provided to Sublicensee by or at the
                                                                direction of Sublicensor.



 


		1.7.	“Licensed Territories” shall mean France, Germany, Italy, Japan, Lichtenstein,
                                                                the Netherlands, Switzerland, the United States, the United Kingdom and any other countries where Valid Claims exist.



 






    


     


    

 


		1.8.	“Net Sales” shall mean the gross amount actually received by Sublicensee for sales
by Sublicensee, its affiliates and sublicensees of a Licensed Product to a third party, less the sum of the following actual
and customary deductions where applicable cash, trade or quantity discounts; sales, use, tariff, import/export duties or other
excise taxes when included in gross sales; transportation charges; and allowances or credits to customers because of rejections or
returns; retroactive price reductions; rebates; and government discounts.



 


		1.9.	“Valid Claim” shall mean, with respect to the patent rights within the Licensed Patents:
(a) a claim in an issued patent which has not (i) expired, (ii) been finally adjudicated or admitted as invalid or unenforceable, or (iii)
been abandoned; or (b) a claim in a pending application that has not been pending for more than eight (8) years and which is actively
being prosecuted.



 


		2.	Grant.



 


		2.1.	University of Tokyo License. A copy of the redacted UTokyo License is attached hereto as Schedule
                                                                1. Sublicensee acknowledges and agrees that the sublicense granted herein is subject to all restrictions, limitations, terms and
                                                                conditions of the UTokyo License applicable to a sublicensee, including without limitation, Articles 5, 7, 8, 9, 11 and 13 to 16 of
                                                                the UTokyo License,.



 


		2.2.	Sublicense to Licensed Patents. Sublicensor shall, and hereby does, grant to the Sublicensee an
exclusive, royalty bearing license under the Licensed Patents (collectively, the “Licensed Rights”), with the right
to grant sublicenses through multiple tiers, to research, develop, commercialize, make, have made, use, import, offer for sale, and sell
Licensed Products in the Licensed Territories during the term of this Agreement in the Field of Use provided, however, that in Japan such
license shall be non-exclusive.



 


		2.3.	Retained Rights. Any provision of this Agreement to the contrary notwithstanding, Sublicensor
                                                                reserves for itself and UTokyo an irrevocable, nonexclusive, royalty free, license to make and use the Technology Information for
                                                                their own internal educational and research activities practiced in non-profit research and as part of training and research
                                                                activities conducted by the Inventors and research collaborators (limited to those belonging to non-profit research institutions) of
                                                                laboratories that the Inventors may belong to in the future if they are no longer affiliated with UTokyo. Sublicensee shall include
                                                                such retained rights in any sublicenses it grants in accordance with this Agreement.



 


		2.4.	Technical Assistance. Sublicensor shall provide Sublicensee with access (by teleconference or in
person at Sublicensor’s facilities) as reasonably requested by Sublicensee to Sublicensor’s personnel involved in the research
and development of Licensed Products.



 


		2.5.	No Sublicense Without Compliance with UTokyo License. Sublicensee may grant sublicenses
                                                                through multiple tiers under this Agreement, with (i) prior written notice to Sublicensor, (ii) the inclusion in such sublicense of
                                                                all restrictions, limitations, terms and conditions of the UTokyo License applicable to a sublicensee, including without
                                                                limitation, Articles 5, 7, 8, 9, 11 and 13 to 16 of the UTokyo License, and (iii) UTokyo’s right to confer with Sublicensor if
                                                                UTokyo determines it has any concerns regarding such sublicensing.



 









    


     


    

 


		3.	Payments.



 


		3.1.	License Issue Fee. Sublicensee shall pay Sublicensor a one- time, non-creditable, and non-refundable
license issue fee (“License Issue Fee”) of US$100,000, due and payable within five (5) days of the Effective Date.



 


		3.2.	Earned Royalties. Sublicensee shall pay Sublicensor earned royalties (“Earned Royalties”)
on a country-by-country, Licensed Product-by-Licensed Product basis, beginning on the first commercial sale of the first Licensed Product
and continuing until the last-to-expire Valid Claim under the Licensed Patents claiming or covering such Licensed Product in such country,
in an amount equal to [***] of the Net Sales of such Licensed Product (“Earned Royalty Rate”) in the Field of Use by
Sublicensee and its affiliates and sublicensees.



 


		3.3.	Additional Earned Royalties. In addition to the Earned Royalties to be paid in accordance
                                                                with Section 3.2 above, Sublicensee shall pay Sublicensor additional sales milestone achievement payments (“Additional
                                                                Earned Royalties”) on a country-by-country basis until the last-to-expire Valid Claim under the Licensed Patents claiming
                                                                or covering Licensed Products, in the below amounts as additional one time payments based on achievement of Net Sales of Licensed
                                                                Products as follows:



 


3.3.1.       
If aggregate single calendar year Net Sales of all Licensed Products by Sublicensee and its affiliates and sublicensees in the
Licensed Territories exceed [***] for the first time, Sublicensee will make a one-time payment to Sublicensor of an Additional Earned
Royalty equal to [***] (solely for purposes of the UTokyo License, calculated at [***].


 


3.3.2.       
If aggregate single calendar year Net Sales of all Licensed Products by Sublicensee and its affiliates and sublicensees
in the Licensed Territories exceed [***] for the first time, Sublicensee will make a one-time payment to Sublicensor of an Additional
Earned Royalty equal to [***] (solely for purposes of the UTokyo License, calculated at [***]).


 


3.3.3.       
If aggregate single calendar year Net Sales of all Licensed Products by Sublicensee and its affiliates and sublicensees in the
Licensed Territories exceed [***] for the first time, Sublicensee will make a one-time payment to Sublicensor of an Additional Earned
Royalty equal to [***] (solely for purposes of the UTokyo License, calculated at [***]).


 


3.3.4.       
Each of the royalty payments set forth above in subsections 3.3.1, 3.3.2, 3.3.3 is payable only once and only upon the first achievement
of the applicable sales event for aggregate Net Sales of all Licensed Products as set forth above in subsections 3.3.1, 3.3.2, and 3.3.3
in the Licensed Territories, with no amounts due for subsequent or repeated achievements of such sales. For clarity, in no event shall
Sublicensee be required to pay Sublicensor more than an aggregate of Seventy Million U.S. Dollars ($70,000,000) as Additional Earned Royalties.


 






    


     


    

 


		3.4.	Late Payments. If any payment due hereunder that is not subject to a good faith dispute is not
paid when due for reasons attributable to Sublicensee and/or its affiliates and sublicensees such payment shall be subject to a late charge
from the date due until paid calculated at the rate of [***] per year.



 


		3.5.	Earned Royalties in Case of Challenge of the Licensed Patents. Should the Sublicensee challenge
the validity of any of the Licensed Patents:



 


 3.5.1.    

Provided that the outcome of such action be that any claim of a Patent Right challenged by Sublicensee is both valid and infringed by a Licensed Product, Sublicensee will pay Earned Royalties to the Sublicensor at the rate of 3x the then current Earned Royalty Rate of the Net Sales of all such Licensed Products sold;





 


3.5.2.    

Sublicensee will have no right to recoup expenses paid before or during the challenge; and


 


3.5.3.    

Any
dispute over the validity of the Sublicensor’s (or its licensor’s) Licensed Patents will be litigated in the courts located
in California. The parties agree not to challenge personal jurisdiction in that forum.


 


		4.	Development and Regulatory Approval Milestones and find other Obligations.



 


Sublicensee shall pay Sublicensor the applicable
milestone achievement payment set forth below within thirty (30) days after the first achievement of: each development and regulatory
approval milestone event described below by or on behalf of Sublicensee or its affiliates or sublicensees.


 


	Development and Regulatory Approval

 Milestone Event	Milestone Payment
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]


 


Each of the milestone payments
set forth above will be payable only once under this Agreement regardless of how many times the corresponding milestone event is achieved
by or on behalf of Sublicensee or its affiliates or sublicensees, with respect to one or more Licensed Products. For the avoidance of
doubt, in no event would Sublicensee be required to pay Sublicensor more than an aggregate of [***] in development and regulatory approval
milestone payments.


 






    


     


    

 


		5.	Records.



 


		5.1.	Maintenance of Records. During the term of this Agreement, Sublicensee shall maintain, and require
its affiliates and sublicensees to maintain, complete and accurate records of Licensed Products made, had made, used, offered for sale,
imported, or sold under this Agreement, and any amounts payable to Sublicensor in relation to such Licensed Products.



 


		5.2.	Annual Statement. Not later than March 1 of each calendar year, Sublicensee shall furnish to Sublicensor
a statement showing the Net Sales for each Licensed Product by Sublicensee and/or its affiliates and sublicensees during the immediate
preceding calendar year or portion thereof, and the Earned Royalties payable thereon calculated in such manner.



 


		5.3.	Retention of Records and Audit Rights. Sublicensee shall retain such records relating to a
                                                                given calendar year for at least five (5) years after the conclusion of that calendar year, during which time Sublicensor shall have
                                                                the right, at its expense, to cause an independent, certified public accountant to inspect and audit such records during normal
                                                                business hours and upon fourteen (14) business days
 prior written notice to Sublicensee for the sole purpose of verifying any
                                                                reports and payments delivered under this Agreement. Such accountant shall not disclose to Sublicensor any information other than
                                                                information relating to the accuracy of reports and payments delivered under this Agreement. The parties shall reconcile any
                                                                underpayment within [***] after such accountant delivers the results of the audit. Sublicensee shall also immediately pay to
                                                                Sublicensor a late payment charge calculated at an annual rate of [***] of the unpaid total for the number of days from the date
                                                                following the payment deadline to the date of payment. In the event that any audit performed under this Article 5 reveals an
                                                                underpayment in excess of [***] in any calendar year, Sublicensee shall bear the full cost of such audit. In the event that any
                                                                audit performed under this Article 5 reveals an overpayment in excess of [***] in any calendar year, Sublicensor shall bear the full
                                                                cost of such audit.



 


		6.	Instituting Infringement Actions.



 


		6.1.	Duty to Notify. Sublicensee shall promptly notify Sublicensor of any alleged infringement of the
Licensed Patents by a third party and of any available evidence of such infringement.



 


		6.2.	Sublicensee’s Right to Institute Infringement Suit. If the infringing activity has not
                                                                be abated or terminated without litigation within sixty (60) days following the effective date of the infringement notice,
                                                                Sublicensee shall have the right, but shall not be obligated, to institute suit for any infringement of the Licensed Patents, and
                                                                Sublicensor agrees to cooperate with Sublicensee in any such suit. Sublicensor further agrees to join as a party to any such suit if
                                                                Sublicensee reasonably deems the joinder to be necessary or appropriate. The total cost of any such infringement action (including,
                                                                any costs incurred by the Sublicensor arising out of such suit that Sublicensee requested Sublicensor join, including but not
                                                                limited to, any legal fees of counsel that the Sublicensor selects and retains to represent it in the suit) instituted by Sublicensee
shall be borne by Sublicensee, and Sublicensee shall retain any recovery or damages awarded in such action.



 






    


     


    

 


		6.3.	Sublicensor’s and UTokvo Right to Institute Suit. If, within one hundred and eighty
                                                                (180) days following the effective date of the infringement notice delivered pursuant to Section 6.1 above, the infringing activity
                                                                and misappropriation has not been abated and if Sublicensee has not brought suit addressing the infringement or misappropriation
                                                                pursuant to Section 6.2 above, Sublicensor or UTokyo under the UTokyo License, or both, shall have the right, but shall not be
                                                                obligated, to institute suit for any infringement of the Licensed Patents, and Sublicensee agrees to cooperate with Sublicensor, or
                                                                UTokyo, or both, in any such suit. Sublicensee further agrees to join as a party to any such suit if Sublicensor, or UTokyo, deems
                                                                the joinder to be necessary or appropriate. As between the Sublicensor and the Sublicensee, the total cost of any such infringement
                                                                action. (including, any costs incurred by the Sublicensee arising out of such suit, including but not limited to, any legal fees of
                                                                counsel that the Sublicensee selects and retains to represent it in the suit) instituted by Sublicensor and/or UTokyo, shall be
                                                                borne by Sublicensor and/or UTokyo, as applicable, and Sublicensor and/or UTokyo, as applicable, shall retain any recovery or
                                                                damages awarded in such action.



 


		7.	Warranties; Defending Infringement Actions; Indemnification; Covenants.



 


		7.1.	Warranties.



 


7.1.1.        Each
party represents and warrants to the other that as of the Effective Date it has full right, power and authority to enter into this
Agreement and to perform its respective obligations under this Agreement. Each party further represents and warrants that, as of the
Effective Date, the execution and delivery of this Agreement and the performance of such party’s obligations hereunder (a) do
not conflict with or violate any requirement of applicable laws and (b) do not conflict with, violate or breach or constitute a
default of, or require any consent under, any contractual obligations of such party, except such consents as have been obtained as
of the Effective Date.


 


7.1.2.       
Sublicensor represents and warrants to Sublicensee that it is the licensee of the Licensed Patents and has the right to grant the
Licensed Rights as set forth in this Agreement.


 


7.1.3.        Sublicensee
represents and warrants that any Licensed Products made or sold pursuant to this Agreement shall be made or sold in compliance with
all applicable federal and state law regulations, including but not limited to regulations of the Food and Drug Administration, the
Environmental Protection Agency and their state equivalents.


 


		7.2.	Defending Infringement Actions. If either party hereto or any affiliate, sublicensee or customer
thereof shall be charged with or sued for infringement of patent or other rights of a third party for performing any act contemplated
by this Agreement, such party shall promptly notify the other of all particulars of such charge or suit. Sublicensor and Sublicensee shall
consult and cooperate as appropriate in the disposition of each such charge and the defense of each such suit.



 






    


     


    

 


		7.3.	Indemnification.



 


		7.3.1.	Sublicensee will indemnify, hold harmless, and defend the Sublicensor, and its officers, directors,
                                                                  employees, and agents, (collectively, “Sublicensor Indemnitees”) against any and all claims, demands, actions,
                                                                  suits, losses, damages (including without limitation investigative costs, court costs, and attorneys’ fees), costs, fees, and
                                                                  expenses arising from third party claims resulting from or arising out of, (i) any material breach of this Agreement by
                                                                  Sublicensee, (ii) the gross negligence, intentional omission, or willful misconduct of Sublicensee, any permitted Sublicensee or
                                                                  affiliate or any employees, agents or representatives of Sublicensee, and (iii) death or injury to any person and damage to any
                                                                  property arising from the possession, manufacture, use or operation of Licensed Products produced or sold by Sublicensee or its
                                                                  affiliates, sublicensees or their customers in any manner whatsoever.



 


		7.3.2.	Sublicensor will indemnify, hold harmless, and defend the Sublicensee, and its officers, directors,
                                                                  employees, and agents, (collectively, “Sublicensee Indemnitees”) against any and all claims, demands, actions,
                                                                  suits, losses, damages (including without limitation investigative costs, court costs, and attorneys’ fees), costs, fees, and
                                                                  expenses arising from third party claims resulting from or arising out of, (i) any material breach of this Agreement by
                                                                  Sublicensor, and (ii) the gross negligence, intentional omission, or willful misconduct of Sublicensor or any employees, agents or
                                                                  representatives of Sublicensor.



 


		7.3.3.	The
party seeking indemnification under this Article 7 (an “Indemnified Party”) shall give prompt written notification
to the party from whom indemnification is sought (the “Indemnifying Party”) of any claim, suit, action or demand for
which indemnification is sought under this Agreement; provided, however, that no delay or failure on the part of an Indemnified Party
in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent
of any damage or liability caused by or arising out of such delay or failure. Within thirty (30) days after delivery of such notification,
the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such claim suit, action
or demand with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense,
the Indemnified Party shall control such defense. The party not controlling such defense may participate therein with counsel of its
own choosing at its own expense; provided that, the Indemnified Party shall have the right to retain its own counsel, at the expense
of the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate
because of actual or potential differences in the interests of such Indemnified Party and any other party represented by such counsel.
The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of
the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. 

                                                                                




 






    


     


    

 


Insurance.
Sublicensee shall during the term of this Agreement maintain in full force and effect insurance policies and contractually assumed
liabilities in the amount of [***] and shall, upon reasonable request by Sublicensor no more than once each year, provide to
Sublicensor
 evidence of such policies. Sublicensee shall place appropriate product liability insurance prior to final regulatory
approval. With respect to one or more Licensed Products, and if requested by Sublicensor, such insurance policies shall name
Sublicensor as an additional insured.


 


		7.4.	Amendments of UTokyo License. Sublicensor will not amend any terms or conditions of the
                                                                UTokyo License in a manner that is reasonably likely to adversely affect Sublicensee’s rights hereunder, without written
                                                                approval of Sublicensee.



 


		8.	Limitations. EXCEPT FOR THE EXPRESS WARRANITIES IN SECTION 7, NEITHER PARTY MAKES, AND
                                                          EACH PARTY SPECIFICALLY DISCLAIMS, ANY WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE,
                                                          INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, EFFICACY, AND NON-INFRINGEMENT. EXCEPT FOR (A)
                                                          DAMAGES FOR VIOLATIONS OF THE CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, (B) AMOUNTS FINALLY AWARDED FOR INDEMNIFICATION FOR
                                                          THIRD PARTY CLAIMS UNDER SECTION 7.3 HEREOF AND (C) DAMAGES FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER
                                                          PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES
                                                          (INCLUDING LOST OR ANTICIPATED PROFITS RELATING TO THE SAME) ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT, WHETHER SUCH
                                                          CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED
                                                          OF THE POSSIBILITY OR LIKELIHOOD OF SAME.



 


		9.	Maintenance of Licensed Patents



 


		9.1.	Notifications. Notifications from government agencies or agents to Sublicensor concerning
                                                                procedures for the acquisition of rights for the Licensed Rights in the Licensed Territories and procedures for the maintenance of
                                                                the Licensed Patents shall be provided directly to Sublicensee from such government agency and Sublicensee shall have the first
                                                                right to control the preparation, filing, prosecution, extension and maintenance of patent rights within the Licensed Rights. To
                                                                the extent that government agencies or agents require Sublicensor to control such procedures, Sublicensor shall conduct said
                                                                procedures following consultation with, and the prior written consent of, Sublicensee.



 


		9.2.	Consultation. Sublicensee may at any time request consultation concerning the procedures for the
acquisition of rights for the Licensed Rights in the Licensed Territories. Sublicensor shall reasonably respond to these requests and
conduct these procedures after obtaining the consent of Sublicensee.



 






    


     


    

 


		9.3.	Expenses. During the Term, Sublicensee shall be responsible for the expenses (including
                                                                expenses for work requested of third parties including patent attorneys, attorneys and local agents outside of the United States as
                                                                well as translation expenses) required for the acquisition of rights for the Licensed Rights in the Licensed
Territories as well as the maintenance of patent rights within the Licensed Rights. If Sublicensor makes any such payment on behalf
of Sublicensee in advance, Sublicensor shall obtain the prior written consent of Sublicensee for the advance payment total and the
payment details and Sublicensee shall reimburse Sublicensor for such pre-approved expenses.



 


		9.4.	Patent Decisions. Regarding the Licensed Patents, if there has been a final rejection, trial
                                                                decision of refusal, a filing of opposition to the granting of a patent, a revocation decision, a request for a trial for patent
                                                                invalidation, a trial decision to invalidate a patent, or a revocation decision or a decision to invalidate a patent has been
                                                                confirmed or a request has been rejected, and circumstances impacting the Licensed Rights have arisen, Sublicensor shall immediately
                                                                notify Sublicensee of such facts.



 


		9.5.	No Abandonment. Sublicensor shall not abandon rights to any of the Licensed Patents without
                                                                the prior written consent of Sublicensee.



 


		9.6.	Revisions. Sublicensor shall obtain the prior written consent of Sublicensee if revising specifications
and drawings pertaining to the Licensed Patents.



 


		9.7.	Responsibility for Licensed Patents. Notwithstanding anything herein to the contrary,
                                                                Sublicensee will control and be responsible for preparing, filing, prosecuting, extending and maintaining patent rights within the
                                                                Licensed Patents in the Licensed Territories. Sublicensee will have the first right to defend such patent rights and enforce them
                                                                within the scope of this Agreement.



 


		10.	Term and Termination



 


		10.1.	Term. The term of this Agreement shall begin on the Effective Date and shall, unless earlier
                                                                 terminated as provided herein, continue until the later of March 31, 2027 or the last-to-expire Valid Claim claiming or covering a
                                                                 Licensed Product under this Agreement expires.



 


		10.2.	Sublicensor’s Right to Terminate. Under the following circumstances, in addition to any
                                                                 other rights of Sublicensor hereunder, Sublicensor may terminate this Agreement upon (30) day’s prior notice to Sublicensee
                                                                 without incurring any liability if:



 


10.2.1.    Sublicensee
has not made a payment of an amount not subject to a good faith dispute as provided for in this Agreement within sixty (60) days
after such payment becomes due, or if Sublicensee otherwise materially breaches any term of this Agreement and does not cure such
breach within thirty (30) days of receiving written notice thereof from Sublicensor.


 


		10.3.	Sublicensee’s Right to Terminate. In addition to any other rights of Sublicensee hereunder,
Sublicensee may terminate this Agreement:



 


10.3.1.   
Upon ninety (90) days prior written notice to Sublicensor without incurring any liability if any third party brings a claim against
Sublicensee over the Licensed Patents or the Technology Information, which the parties reasonably believe may render achievement of their
intent under this Agreement impossible, and such claim is not settled by Sublicensor within ninety (90) days;


 






    


     


    

 


10.3.2.   
Upon sixty (60) days prior written notice.


 


		10.4.	The parties agree that in the event of any termination of the UTokyo License with respect to any
                                                                 Licensed Rights sublicensed to Sublicensee hereunder, Sublicensee shall have any rights available under the UTokyo License to become
                                                                 a direct licensee of the licensor under such UTokyo License, and Sublicensor shall use its good faith efforts to assist Sublicensee
                                                                 in exercising such rights.



 


		11.	Confidentiality



 


		11.1.	Definition of Confidential Information. “Confidential Information” shall
                                                                 mean proprietary or confidential information provided or disclosed by or on behalf of one party (the “Disclosing
                                                                 Party”) to the other party (the “Recipient”) in connection with this Agreement, regardless of the
                                                                 medium that (a) is orally disclosed and indicated at the time of disclosure to be confidential or is confirmed in writing within
                                                                 fourteen (14) days of disclosure to be confidential, or (b) information not disclosed by verbal means that is marked as confidential
                                                                 or proprietary, or (c) that would otherwise be understood to be confidential or proprietary by a reasonable person familiar with the
                                                                 Disclosing Party’s industry due to the nature and context of the disclosure. Confidential Information that falls under any
                                                                 of the following items shall be excluded from the definition of Confidential Information: (i) information already in the
                                                                 possession of the Recipient at the time of provision or disclosure; (ii) information already publicly known at the time of provision
                                                                 or disclosure; (iii) information that became publicly known not due to the responsibility of the Recipient after provision or
                                                                 disclosure: (iv) information lawfully obtained from a third party with valid authority and no obligation of confidentiality to
                                                                 the Disclosing Party; (v) information independently developed by the Recipient without use of or reference to the Disclosing
                                                                 Party’s Confidential Information; or (vi) information with prior written consent to use or disclose from the Disclosing
                                                                 Party. The Recipient shall not use the Disclosing Party’s Confidential Information for any purpose other than to exercise
                                                                 its right or perform its obligations under this Agreement. The Recipient shall protect the confidentiality of the Disclosing
                                                                 Party’s Confidential Information using at least the same degree of care that it uses to protect its own confidential
                                                                 information of a similar nature, but in no event less than a reasonable degree of care. This Section 11 shall survive the
                                                                 expiration or termination of this Agreement for any reason for a period of five (5) years; provided, however, that this period
                                                                 can be lengthened or shortened upon written agreement between Sublicensor and Sublicensee. Nothing in this Agreement shall
                                                                 prohibit the Sublicensor from communicating certain terms of this Agreement to UTokyo to the extent necessary to comply with its
                                                                 obligations under the UTokyo License.



 


		11.2.	Third Party Disclosure. Neither party shall disclose the Disclosing Party’s Confidential
Information to any party except its own executives, employees, Inventors and agents (including patent attorneys, attorneys, certified
public accountants, tax accountants and consultants) who have a need to know such Confidential Information for the purpose of exercising
the Recipient’s rights or performing the Recipient’s obligations under this Agreement and who have entered into a written
confidentiality agreement with Recipient with provisions at least as restrictive as this
Article 11 or who are subject to fiduciary obligations of nondisclosure and non-use.



 


		11.3.	Required Disclosure. Either party lawfully ordered to disclose the Disclosing Party’s
                                                                 Confidential Information by a court or government agency, may disclose such information to said court or government agency on
                                                                 the condition that: (i) such party notifies the other party of the details of the disclosure beforehand if legally permitted; (ii)
                                                                 the disclosure is limited to what has been legally ordered; and (iii) when making the disclosure, confidential treatment is
                                                                 requested for such information.



 


		12.	Miscellaneous.



 


		12.1.	Assignment. This Agreement shall inure to the benefit of and be binding upon the parties
                                                                 hereto and their respective successors, and permitted assigns. This Agreement shall be personal to each of the Sublicensee and
                                                                 Sublicensor and assignable or otherwise transferable only with the prior written consent of the other party, provided, however, that
                                                                 either party may assign or transfer this Agreement without the other party’s consent to an affiliate or to a successor by way
                                                                 of merger, consolidation or sale of all or substantially all of the assets to which this Agreement relates.



 


		12.2.	Notices. All notices and payments required or contemplated hereunder by one party to the
                                                                 other shall be in writing and shall be deemed to have been duly made and given upon delivery if in person or by mailing if mailed by
                                                                 first-class mail, postage prepaid, and addressed as follows:



 


to Sublicensor: Tokyo Twin Parks 25-26
FL (2505),


 


    Higashi-Shinbashi
1-10-2, Minato-ku, Tokyo 105-0021 Japan,


 


to Sublicensee: Century Therapeutics,
LLC


 


    3675 Market St.


 


    Philadelphia, PA
19104


 


    Attn: Janelle R.
Anderson


 


Either party may change its address for
the purpose of this Agreement by notice in writing to the other party.


 


		12.3.	Entire Agreement: Amendment. This Agreement constitutes the entire agreement between the parties
respecting the subject matter hereof and shall not be modified, amended, or terminated except as provided herein or except by another
agreement in writing executed by an authorized representative of each of the parties hereto.



 


		12.4.	Applicable Law; Venue. This Agreement shall be governed, construed, and enforced in
                                                                 accordance with the laws of the State of California, United States of America, without application of its conflicts of laws
                                                                 principles. Each party irrevocably agrees, consents and submits to jurisdiction and venue in the federal and state courts in San
                                                                 Francisco, California, with respect to any dispute arising out of or relating in any way to this Agreement.



 






    


     


    

 


		12.5.	No Partnership. Nothing in this Agreement shall be construed as creating or constituting a joint
venture, partnership, employment relationship, or franchise between Sublicensor and Sublicensee.



 


		12.6.	Severability. All rights and restrictions contained in this Agreement may be exercised and
                                                                 shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to
                                                                 the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any term of this
                                                                 Agreement shall be held to be illegal, invalid, or unenforceable, it is the intention of the parties that the remaining parts
                                                                 hereof shall constitute their Agreement with respect to the subject matter hereof and all of its remaining terms shall be in full
                                                                 force and effect.



 


		12.7.	Waiver. Waiver by either party of any term or provision of this Agreement shall not
                                                                 constitute a continuing waiver thereof nor of any further or additional rights such party may hold under this Agreement.



 


		12.8.	Hearings. Article and Section headings have been inserted herein for convenience of reference
                                                                 only and shall in no way modify or restrict any of the terms or provisions of this Agreement.



 


		12.9.	Survival. The provisions of Articles 1, 5, 7.3, 8, 10.4, 11, and 12 shall survive and remain
                                                                 valid even after the expiration or termination of the Agreement (regardless of the reason for termination). Clauses with a surviving
                                                                 period of validity clearly stated in the Agreement shall remain valid for said period even after the expiration or termination
                                                                 of the Agreement (regardless of the reason for termination).



 


		12.10.	Export. Sublicensee acknowledges that the Licensed Products may be subject to United States
                                                                  laws and regulations controlling the export of technical data, biological materials, chemical compositions, computer software,
                                                                  laboratory prototypes and other commodities and that Sublicensee shall be responsible for compliance with applicable United States
                                                                  export laws and regulations.



 


		12.11.	Counterparts. This Agreement may be executed in counterparts and by facsimile or electronic means
each of which shall be an original and together one and the same instrument.



 


[Signatures Appear on Following Page]


 






    


     


    

 





IN WITNESS WHEREOF, the parties
hereto have affixed their signatures as of the Effective Date.


 


SUBLICENSOR


 


iCELL Inc.


 





	By:	       /s/ Genjiro Miwa	 
	 	 
	Name: Genjiro Miwa	 
	 	 
	Title: Representative Director	 



 


SUBLICENSEE


 


Century Therapeutics, LLC


 





	By:	        /s/ Osvaldo Flores	 
	 	 
	Name: Osvaldo (Lalo) Flores, PhD	 
	 	 
	Title: Chief Executive Officer	 



 






    


     


    

 





Exhibit A


 


TABLE OF PATENTS LICENSED FROM THE UNIVERSITY OF
TOKYO


 


[***]


 






    


     


    

 





Schedule 1


 


UTOKYO LICENSE