Exhibit 10.19


 





Execution
Version


 


AMENDMENT
NO. 3

TO

MASTER COLLABORATION AGREEMENT


 


THIS
AMENDMENT NO. 3 TO MASTER COLLABORATION AGREEMENT (this “Amendment No. 3”) is made as of 29th March,
2021 (the “Amendment No. 3 Signing Date”) by and between CENTURY THERAPEUTICS, INC. (f/k/a Century Therapeutics,
LLC) having a principal place of business at 3675 Market St., Philadelphia, PA 19104 USA (“Century”) and FUJIFILM Cellular Dynamics,
Inc., having a principal place of business at 525 Science Drive, Madison WI 53711, USA (“FCDI”). Century
and FCDI are each referred to as a “Party” and collectively referred to as the “Parties.”


 


WHEREAS,
Century and FCDI are parties to a certain Master Collaboration Agreement having a Signing Date of October 21, 2019, as amended by Amendment No. 1 having an Amendment No. 1 Signing Date of June 24, 2020 and Amendment No. 2 having an Amendment Effective Date of
March 23, 2021 (the or this “Agreement”);


 


WHEREAS,
Century and FCDI desire to confirm their understanding to remove certain
Services and/or Supporting Activities from the Research Plan and make related adjustments to the
Research Budget effective as of August 1, 2020;


 


WHEREAS,
Century and FCDI desire to add certain Services and/or Supporting Activities to the Research Plan and make related
adjustments to the Research Budget; Notwithstanding anything to the contrary herein, the terms and conditions of the
Agreement, as amended hereby, will govern the Services and Supporting Activities which have been performed and payments
which have been made therefor between August 1, 2020 (the “Amendment No. 3 Effective Date”) and the
Amendment No. 3 Signing Date.


 


WHEREAS,
Century and FCDI desire to amend the Agreement as set forth herein.


 


THEREFORE,
the Parties agree as follows:


 


		Article
                            1	AMENDMENTS



 


		1.1.	Amendment
                                         of Research Plan. The Research Plan as attached to the Agreement for the period
                                         commencing on the Amendment No. 3 Effective Date and ending June 30, 2023 hereby is amended
                                         to be the Research Plan as attached as Exhibit A-1 to this Amendment No. 3. The
                                         Parties acknowledge and agree that the Approved Research Plan as attached as Exhibit
                                         A-1 to this Amendment No. 3 reflects the Parties’ agreement, with respect to
                                         the Services and Supporting Activities not yet performed as of the Amendment No. 3 Effective
                                         Date, (a) to amend to the Research Plan as originally attached to the Agreement (i) to
                                         delete T Cell Objectives 2a.5, 2b, 3, 4c.4, 4c.5, 4d, 5, 6 and 7 in their entirety from
                                         the Research Plan and (b) that the Services and Supporting Activities with respect to
                                         all other Objectives in the Research Plan as originally attached to the Agreement were
                                         either completed or initiated but not completed. References in the Research Plan as attached
                                         as Exhibit A-1 to this Amendment No. 3 to “CTx” shall mean Century.



 


		1.2.	Amendment
                                         of Approved Research Budget. The Approved Research Budget as attached to the
                                         Agreement for the period commencing August 1, 2020 hereby is amended to be the Approved
                                         Research Budget as attached as Exhibit C-1 to this Amendment No. 3.



 


		Article
                            2	MISCELLANEOUS



 


		2.1.	Capitalized
                                         Terms. Capitalized terms used, but not otherwise defined herein, shall have the
                                         meanings assigned to them in the Agreement.




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		2.2.	No
                                         Other Amendments. Except as expressly set forth in this Amendment No. 3, all
                                         of the terms and conditions of the Agreement shall remain unchanged and in full force
                                         and effect.



 


		2.3.	Counterparts
                                         and Signatures. This Amendment No. 3 may be executed in one or more counterparts,
                                         each of which shall be deemed an original, and all of which together shall be deemed
                                         to be one and the same instrument. Signatures to this Amendment No. 3 transmitted by
                                         facsimile transmission, by electronic mail in “portable document format”
                                         (“.pdf”) form, or by any other electronic means intended to preserve the
                                         originals graphic and pictorial appearance of a document, shall have the same effect
                                         as physical delivery of the paper document bearing the original signatures, and shall
                                         be deemed original signatures by both Parties.



 


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IN
WITNESS WHEREOF, the Parties have executed this Amendment No. 3 as of the Amendment No. 3 Signing Date.


 



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





 


[Signature
page to Amendment No. 3 to Master Collaboration Agreement] 








     


     


    

Exhibit
A 1                                       Research Plan
 


 


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    1


     


    

Exhibit
C-1      Approved Research Budget


 


[***]





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