Exhibit 10.26


 


CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED

BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE

THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.



 



EXECUTION COPY


 


LICENSE AND TRANSFER
AGREEMENT


 


This LICENSE AND TRANSFER
AGREEMENT (this “Agreement”) is made as of September 30, 2020 (the “Effective Date”),
by and between Sorrento Therapeutics, Inc., a Delaware corporation (“Sorrento”), and Celularity Inc.,
a Delaware corporation (“Celularity”).


 


WHEREAS, Sorrento and
Celularity are parties to that certain Contribution Agreement dated May 30, 2017 (the “Contribution Agreement”);
and


 


WHEREAS, Sorrento and
Celularity desire to enter into a license agreement with respect to the Licensed Material (as defined below) and Licensed Know-How
(as defined below), subject to the terms and conditions relating to payment and other matters, as set forth in this Agreement.


 


NOW, THEREFORE, in
consideration of the premises and the representations, warranties, covenants and agreements contained in this Agreement, and intending
to be legally bound hereby, the Parties hereby agree as follows:


 


ARTICLE I



DEFINITIONS; INTERPRETATION


 


Section 1.1 Definitions.
For the purposes of this Agreement, the following terms have the meanings set forth below:


 


“Affiliate”
means, as to any Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with,
such Person. For purposes of this definition, the term “control” of a Person means (a) the power to vote,
directly or indirectly, fifty percent (50%) or more of the securities having ordinary voting power for the election of directors
of such Person or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled”
and “controlling” have meanings correlative thereto. For purposes of this Agreement, (i) TNK shall be
deemed an Affiliate of Sorrento, (ii) TNK and Sorrento shall not be deemed an Affiliate of Celularity and (iii) Celularity shall
not be deemed an Affiliate of Sorrento.


 


“CAR Patents”
means all patents and patent applications, other than the Listed Patents, that are Controlled by Sorrento as of the Effective Date
and/or during the term of this Agreement and which would be infringed by the use of the Licensed Material (including the CAR construct
expressly specified and depicted in Exhibit A attached hereto or the particular CAR associated with such CAR construct included
among the Licensed Material) but for the licenses granted in this Agreement, in the making, having made, using, selling, or importing
of Licensed Products in the Field in the Territory.


 






     


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


“CD19 CAR-T
Construct” has the meaning given to it in the definition of “Licensed Material.”


 


“Commercially
Reasonable Efforts” means [***] resources consistent with the exercise of diligent efforts and reasonable and prudent
scientific and business judgment, as applied to [***].


 


“Controlled”
means, with respect to an item of Know-How or Intellectual Property Rights, Generated Data, Regulatory Materials, contracts, or
other rights, the right (whether by ownership or license) to grant the right to use such item of Know-How or to license or sublicense
such Intellectual Property Rights, Generated Data, Regulatory Materials, contracts, or other rights pursuant to the terms and conditions
of this Agreement without the consent of any third party, without breaching any agreement with a third party, [***].


 


“Field”
means use in placenta-derived cells and/or cord blood-derived cells for the treatment of any disease or disorder.


 


“Files
for Bankruptcy” shall mean, with respect to a Party, if any of the following events occurs: such Party (a) becomes
the subject of any proceedings relating to its liquidation, insolvency or for the appointment of a receiver or similar officer
for it, which is not discharged in its favor with prejudice within [***] thereafter; (b) makes an assignment for the benefit of
all or substantially all of its creditors, or enters into an agreement for the recomposition, extension or readjustment of all
or substantially all of its obligations; (c) files a petition or other document seeking relief under the United States or foreign
bankruptcy laws; or (d) has filed against it, a petition or other document seeking relief under the United States or foreign bankruptcy
laws, which is not discharged with prejudice within [***] thereafter.


 


“Intellectual
Property Rights” means and includes all rights of any of the following types anywhere in the world: (a) Patent Rights;
(b) (i) copyrights, moral rights, and rights in works of authorship, and (ii) all registrations for any of the forgoing (i); and
(c) rights in trade secrets and rights in Know-How (other than those rights subject to clauses (a) or (b) hereof).


 


“Know-How”
means data, technology, trade secrets, inventions, and any other information of any kind whatsoever (including, but not limited
to, any pharmacological, biological, chemical, biochemical, manufacturing, business, and financial information), whether patentable
or otherwise.


 


“Knowledge”
means, with respect to Sorrento, as applicable, the actual knowledge of [***] as of the Effective Date, without any obligation
or duty of investigation.


 


“Licensed
Intellectual Property Rights” means (a) the Licensed Patents, (b) the CAR Patents, and (c) all other Intellectual
Property Rights (other than Patent Rights) that are both Controlled by Sorrento as of the Effective Date and which would be infringed
or misappropriated by the development, promotion, and commercialization of the Licensed Material in the Field in the Territory.


 






    2 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


“Licensed
Know-How” means all Know-How (including Pre-Clinical Data) expressly set forth in Exhibit A attached hereto, in each
case solely to the extent Controlled by Sorrento as of the Effective Date and specific to the Licensed Material in the Field in
the Territory.


 


“Licensed Patents”
means: (a) the Listed Patents, and (b) the CAR Patents.


 


“Licensed
Product” means a combination of (a) Licensed Material and (2) placenta-derived cells and/or cord blood-derived cells.


 


“Licensed
Material” means a copy of Sorrento’s proprietary anti-CD19 chimeric antigen receptor (CAR) construct (CAR-T)
and associated CARs specified and as depicted in Exhibit B (collectively, the “CD19 CAR-T Construct”), in each
case solely for use in the Territory for the specified target and only for use in the Field. For the avoidance of doubt, Licensed
Materials expressly do not include (a) any CAR constructs for any use other than in the Field, (b) any CAR constructs for use in
any immortal cell lines, and (c) any CAR constructs nor any of their associated CARs (including the CD19 CAR-T Construct) for use
in any adult cells.


 


“Listed
Patents” means those patents and patent applications listed in Exhibit C to this Agreement.


 


“Net Sales”
means [***].


 


“New CD19
Inventions” means all New Inventions related to or covering CD19 CAR-T Constructs.


 


“New Inventions”
means all inventions (and any and all Intellectual Property Rights therein), whether patentable or not, invented in the course
of performance of activities contemplated by this Agreement.


 


“Other
Patents” means all Patent Rights, other than the Licensed Patents, that are Controlled by Sorrento as of the Effective
Date and/or during the term of this Agreement and which would be infringed by the making, having made, using, selling, offering
for sale, importing, exporting or distributing of Licensed Products in the Field in the Territory.


 


“Party”
means Sorrento or Celularity, as the case may be. “Parties” means collectively Sorrento and Celularity.


 


“Patent
Rights” means in any country, any and all (a) patents (including, but not limited to, any inventor’s certificate,
utility model, petty patent and design patent), including any reissue, re-examination, renewal or extension (including any supplementary
protection certificate) of any patent, and any confirmation patent or patent of addition based on any patent, in such country;
and (b)patent applications, including any, continuations, continuations-in-part, divisionals, provisionals, continued prosecution
application, substitute applications, any other patent application that claims priority from any patent.


 


“Person”
means any individual, person, entity, general partnership, limited partnership, limited liability partnership, limited liability
company, corporation, joint venture, trust, business trust, cooperative, association, foreign trust, foreign business organization
or a governmental entity.


 






    3 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


“Pre-clinical
Data” means pre-clinical data for the Licensed Material that is Controlled by Sorrento as of the Effective Date.


 


“Regulatory
Approval” means, in any given country, the granting by the Regulatory Authorities in that country of all approvals
that are necessary for the manufacturing, distributing, marketing, sale, pricing and reimbursement of a drug product.


 


“Regulatory
Authority” means an agency of any government having the authority to regulate the sale, manufacture, marketing, testing,
pricing or payment reimbursement of drugs.


 


“Regulatory
Materials” means regulatory applications, submissions, notifications, communications, correspondence, registrations,
Regulatory Approvals or other filings made to, received from or otherwise conducted with a Regulatory Authority in connection with
the research, manufacturing, development, or commercialization of a drug product in a particular country or jurisdiction.


 


“Sublicensing
Revenues” means [***].


 


“Supply
Agreement” has the meaning set forth in Section 3.2.


 


“Territory”
means worldwide.


 


Section 1.2 Interpretation
and Rules of Construction. Unless otherwise indicated to the contrary herein by the context or use thereof:


 


(a) a
capitalized term has the meaning assigned to it;


 


(b) when
a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of,
or an Exhibit or Schedule to, this Agreement;


 


(c) the
headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this
Agreement;


 


(d) the
words, “herein,” “hereto,” “hereof” and words of similar import refer
to this Agreement as a whole and not to any particular Section or paragraph hereof;


 


(e) references
to “including” in this Agreement shall mean “including, without limitation,” whether or
not so specified;


 


(f) references
in the singular or to “him,” “her,” “it,”
“itself,” or other like references, and references in the plural or the feminine or masculine reference,
as the case may be, shall also, when the context so requires, be deemed to include the plural or singular, or the masculine
or feminine reference, as the case may be;


 






    4 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


(g) references
to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations
promulgated thereunder;


 


(h) all
accounting terms used herein and not expressly defined herein shall, except as otherwise noted, have the meanings assigned to such
terms in accordance with GAAP;


 


(i) all
terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant
hereto, unless otherwise defined therein; and


 


(j) all
references to “$” will be references to United States Dollars, and with respect to any contract, obligation,
liability, claim or document that is contemplated by this Agreement, but denominated in currency other than United States Dollars,
the amounts described in such contract, obligation, liability, claim or document will be deemed to be converted into United States
Dollars for purposes of this Agreement based on the noon buying rate in New York, as certified weekly by the Federal Reserve Bank
of New York, in effect as of the applicable date of determination.


 


ARTICLE II



TRANSFER AND LICENSE


 


Section 2.1 Transfer.


 


(a) Within
[***] following the Effective Date, Sorrento shall provide to Celularity the Licensed Material and the Licensed Know-How that is
in Sorrento’s possession as of the Effective Date and not already in Celularity’s possession. Any Licensed Material
not in Sorrento’s possession as of the Effective Date will be provided to Celularity within a reasonable period of time following
its generation by or on behalf of Sorrento. Additionally, Sorrento will use Commercially Reasonable Efforts, [***], during Sorrento’s
normal business hours, to provide documentation and answer questions as reasonably requested by Celularity, to assure that all
aspects of the transfer of the Licensed Material and the Licensed Know-How occur in a complete and efficient manner. [***].


 


(b) Celularity
agrees to only use the Licensed Material and Licensed Know-How solely for the express purposes set forth in this Agreement.
Celularity agrees not to share, provide access to, or disclose the Licensed Material or Licensed Know-How with or to any
other Person except to sublicensees and potential successors in interest who are bound by obligations and strictures of
confidentiality at least as strict as those contained in this Agreement, and to strictly protect the Licensed Material and
Licensed Know-How from unauthorized access and disclosure using the same degree of care that Celularity uses to protect its
own like information, but in all cases using at least reasonable care. Celularity agrees to use all Licensed Material and
Licensed Know-How in compliance with all applicable laws, rules and regulations including, for example, those relating to
research involving the use of human samples or subjects. Celularity may not cause or allow the reverse engineering,
disassembly, or decompilation of the Licensed Material or Licensed Know-How. Further, except to the extent expressly and
specifically set forth herein, Celularity shall not analyze or allow (and shall prevent) the analysis of the Licensed
Materials and Licensed Know-How.


 






    5 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


Section 2.2 License
Grant. Subject to the terms and conditions of this Agreement, Sorrento hereby grants to Celularity, a limited, perpetual (subject
to termination as set forth in this Agreement), transferable (solely as a part of a permitted assignment pursuant to Section
9.4 hereof), sublicensable (solely with Sorrento’s express prior written consent and further subject to Section 2.4
hereof), license, under Sorrento’s rights in and to the Licensed Intellectual Property Rights to (a) research, develop, use,
reproduce, modify, and create derivative works of the Licensed Know-How in the Field in the Territory; and (b) make, have made,
use, sell, offer for sale, import, export, and distribute Licensed Products in the Field in the Territory; in all cases solely
for Celularity’s internal research purposes and solely in connection with its research, development, commercialization, and
exploitation of the Licensed Products.


 


Section 2.3 Exclusivity.
Solely with respect to the Listed Patents, the foregoing licenses set forth in Section 2.2 shall be exclusive (even as to
Sorrento, except to the extent necessary or advisable for Sorrento to perform its obligations and exercise its rights under this
Agreement, the Services Agreement, or the Supply Agreement, or for Sorrento to prosecute, maintain, or enforce any Intellectual
Property Rights, or for Sorrento to seek or obtain any Regulatory Approvals). For clarity, Sorrento reserves the right, for itself
and its Affiliates, to make, have made, use, sell, offer for sale, import and otherwise research, develop, commercialize and exploit
(a) Licensed Products outside the Field and (b) any other products or services that are not Licensed Products that use or incorporate
any CD19 CAR-T Constructs and/or associated CARs (collectively, “Reserved CD19 Products”) (the rights
reserved by Sorrento under this Section 2.3 with respect to the Reserved CD19 Products shall be referred to herein as the
“Reserved CD19 Rights”). For the further avoidance of doubt, nothing in this Agreement or otherwise shall
prevent Sorrento or any of its Affiliates from entering into any agreement with any third party for any of the CARs it has developed
for products outside of the Field and, in addition and not in lieu or limitation of the foregoing, the aforementioned exclusivity
does not apply to any CARs that are in-licensed by Sorrento or any of its Affiliates.


 


Section 2.4 Sublicenses.
Celularity may only sublicense the rights granted by Sorrento to Celularity under Section 2.2 above to third parties with
Sorrento’s prior written consent. Before granting any such sublicense, Celularity shall enter into a definitive written agreement
with any such sublicensee that contains provisions that obligate such sublicensee to Celularity to at least the same extent that
Celularity is obligated to Sorrento under this Agreement, subject to confidentiality, the scope of such license as to territory,
sublicensed products, and indications, and that contains protections in favor of Sorrento at least as protective as those set forth
in this Agreement, including, without limitation, confidentiality provisions no less protective of the Licensed Materials than
the terms and conditions of this Agreement, indemnification from such sublicensee to Sorrento, and a disclaimer of warranties on
behalf of Sorrento. Notwithstanding Celularity’s right to sublicense hereunder, Celularity shall remain responsible and liable
for the acts and/or omissions of each sublicensee, and without limiting the forgoing, any act or omission of a sublicensee shall
be deemed an act or omission of Celularity hereunder and, if applicable, a breach of this Agreement by Celularity. Within [***]
following execution of each sublicense agreement, Celularity shall provide Sorrento with a copy of such sublicense and shall certify
in such notice that the sublicense was granted in accordance with this Section 2.4.


 






    6 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


Section
2.5 Reservation of Rights. All rights in and to the Licensed Material, Licensed Intellectual Property Rights, Sorrento IP,
Joint IP, and Other Patents that are not expressly granted to Celularity pursuant to this Agreement are retained by Sorrento,
and no other rights or licenses in or to any Sorrento intellectual property is granted by Sorrento either directly or by implication,
estoppel, or otherwise except as set forth in Section 2.2, and no covenants not to assert under or with respect to any
Sorrento intellectual property are granted by Sorrento either directly or by implication, estoppel, or otherwise. Celularity shall
not take any knowing or willful action to jeopardize, encumber, limit, or interfere in any manner with Sorrento’s ownership
of the Licensed Material, Licensed Intellectual Property Rights, Sorrento IP, Joint IP, or Other Patents.


 


ARTICLE III



DEVELOPMENT AND COMMERCIALIZATION


 


Section 3.1 Development
and Commercialization Responsibilities. Except as expressly set forth herein or otherwise agreed upon by the Parties in writing
on a case-by-case basis, Celularity or its sublicensee(s) shall be solely responsible for all development, pre-clinical and clinical
testing of the Licensed Products and preparation and filing of all Regulatory Materials and any other documents required in connection
with seeking and obtaining Regulatory Approval of the Licensed Products, at Celularity’s or its sublicensee’s (as applicable)
sole cost and expense. Notwithstanding the foregoing, Sorrento may provide Celularity with certain assistance in connection with
such development and testing activities and obtaining Regulatory Approval, provided that any such services shall be subject to
and governed by a separate definitive written services agreement to be executed by Sorrento and Celularity (“Services
Agreement”). As between the Parties, Celularity shall own all Regulatory Materials submitted by Celularity to the
Regulatory Authorities and all Regulatory Approvals resulting from such submissions. Following receipt of Regulatory Approval for
a Licensed Product, Celularity or its sublicensee(s) will be solely responsible for all sales, marketing and distribution decisions
and costs and related commercialization activities related to such Licensed Product. Notwithstanding anything contained herein
to the contrary, nothing contained herein shall prevent or otherwise restrict Sorrento or any of its Affiliates, in connection
with the Reserved CD19 Products, from seeking and obtaining Regulatory Approval of Reserved CD19 Products, and as between Celularity
and Sorrento, Sorrento shall own all Regulatory Materials submitted by Sorrento or any of its Affiliates to the Regulatory Authorities
and all Regulatory Approvals resulting from such submissions.


 


Section 3.2 Supply
of Licensed Material and Licensed Products. Concurrent with the execution of this Agreement, the Parties shall execute a definitive
written supply agreement for the supply to Celularity of Licensed Material and/or Licensed Products by Sorrento (or its designee)
as further described therein and subject to the mutually agreed terms and conditions set forth therein (“Supply Agreement”).


 


Section 3.3 Commercialization
and Milestones. Celularity will use Commercially Reasonable Efforts to develop and commercialize the Licensed Products. All
development and commercialization activities by Celularity (including all pre-clinical and clinical testing) will be conducted
in accordance with all applicable laws and regulations, and in a timely and professional manner.


 






    7 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


Section 3.4 Regulatory
Data and Reference. Sorrento grants to Celularity, and Celularity grants to Sorrento, a right to access, use, refer to, file,
or incorporate by reference any of its Regulatory Approvals that are reasonably necessary for such Party to exercise its rights
under this Agreement. In addition, Celularity will provide Sorrento, on a timely basis, copies of all pre-clinical data, clinical
data, and any other data generated by Celularity in the exercise of its license rights hereunder or otherwise included in the Regulatory
Materials that Celularity submits for Regulatory Approval of the Licensed Products (collectively, “Generated Data”).
Sorrento may use all Generated Data in any filing or correspondence that Sorrento makes with a Regulatory Authority. In addition,
Sorrento will provide to Celularity, upon Celularity’s request and on a timely basis, copies of all material, data, descriptions
(such as descriptions of CAR constructs) and any other data needed to support any Regulatory Approval or filings of the Licensed
Products.


 


Section 3.5 Records.
Celularity shall maintain records of its development and commercialization activities under this Agreement (including all pre-clinical
and clinical testing) in sufficient detail, in good scientific manner appropriate for patent application and regulatory purposes
and in accordance with all applicable laws and otherwise in a manner that reflects all work done and results achieved in the performance
of Celularity’s obligations hereunder. Celularity will retain such records for at least [***] after the expiration or termination
of this Agreement or for such longer period as may be required by applicable law or agreed to in writing by the Parties. Celularity
shall provide Sorrento, upon reasonable request, a copy of such records.


 


ARTICLE IV



PAYMENTS


 


Section 4.1 Royalty.
For the license and rights granted hereunder, Celularity shall pay Sorrento a royalty equal to [***] of Net Sales. All such payments
due to Sorrento will be paid within [***] after March 31, June 30, September 30 and December 31 each year during the term of this
Agreement (and following the term of this Agreement to the extent the licenses in Section 2.2 become irrevocable pursuant
to Section 6.3(a)(ii)) covering the Net Sales received by Celularity in the preceding calendar quarter. All payments due
will be paid in U.S. dollars. All payments will be made by wire transfer to the account(s) designated in writing by Sorrento from
time to time. Given the scope of this Agreement and in partial consideration for the rights, licenses, covenants, transfer and
other obligations and activities set forth herein, it is agreed and recognized that paying royalties on Net Sales, at the rate
set forth in this Agreement, is fair and reasonable, representing a balance between the concerns and interests of both Parties
and resulting in a convenience for Licensee.


 


Section 4.2 Sublicensing
Revenues. Celularity shall pay to Sorrento [***] of all Sublicensing Revenues. All such payments due to Sorrento will be paid
within [***] after March 31, June 30, September 30 and December 31 each year during the term of this Agreement (and following the
term of this Agreement to the extent the licenses in Section 2.2 become irrevocable pursuant to Section 6.3(a)(ii))
covering Sublicensing Revenues received by Celularity in the preceding calendar quarter. All payments due will be paid in U.S.
dollars. All payments will be made by wire transfer to the account(s) designated in writing by Sorrento from time to time.


 






    8 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


Section 4.3 Records,
Reports and Audit Rights. During the term of this Agreement and for a period of [***] thereafter (the “Audit Period”),
Celularity will keep and maintain books and records, including relating to its sublicensing activities with respect to the Licensed
Products under this Agreement, in all cases in sufficient detail to allow Sorrento to confirm that payments due under Sections
4.1 and 4.2 are accurate. After the first sale of any Licensed Product under this Agreement by Celularity or its sublicensee, within
[***] after the end of each calendar quarter during the term of this Agreement, Celularity shall deliver to Sorrento, true and
accurate royalty reports for the then-preceding quarter for Sorrento to determine Celularity’s compliance with the payment
obligations under Sections 4.1 and 4.2. Sorrento will have the right, no more than [***] each [***] during the Audit Period, upon
[***] prior written notice to Celularity, to designate an independent and accredited third party accounting firm reasonably acceptable
to Celularity (the “Auditor”) to inspect and audit the Celularity’s relevant books and records
for the sole purpose of verifying the Celularity’s compliance with its payment obligations under Sections 4.1 and 4.2. The
Auditor shall be subject to a nondisclosure agreement with Celularity that is reasonably satisfactory to Celularity, and shall
be authorized to disclose confidential information of Celularity to communicate its findings from its audit only in the most limited
fashion possible in order to preserve the confidentiality of such information, including vis-à-vis the Sorrento. Each audit
engaged by Sorrento will be conducted at Sorrento’s expense; provided, however, if any unchallenged or reconciled
audit reveals that Celularity has not paid Sorrento any amounts due and owing, then (a) Celularity shall promptly pay Sorrento
such unpaid amounts and (b) if Celularity’s underpayment was more than [***] for any [***] period of the audit, Celularity
will reimburse Sorrento for all costs and expenses incurred by Sorrento in connection with its audit(s).


 


Section 4.4 Taxes.
In the event that any of the payments Celularity owes Sorrento under Sections 4.1 or 4.2 becomes subject to withholding taxes under
the laws of any jurisdiction, Celularity may withhold from the payment the amount of such taxes due. Celularity will timely pay
to the proper governmental authority the amount of any taxes withheld and will provide Sorrento with an official tax certificate
or other evidence of tax obligation, together with proof of payment from the relevant governmental authority sufficient to enable
Sorrento to claim as credit such payment of taxes. The Parties will cooperate in good faith to minimize each Party’s tax
obligations.






    9 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


ARTICLE V



INTELLECTUAL PROPERTY OWNERSHIP;

PATENT PROSECUTION AND ENFORCEMENT


 


Section 5.1 Background
IP. As between Celularity and Sorrento, Sorrento will exclusively own and retain exclusive ownership of all right, title, and
interest in and to all Know-How and Intellectual Property Rights (a) owned by Sorrento (or its Affiliates) prior to the Effective
Date, (b) created, conceived, developed, invented, or otherwise acquired by Sorrento (or its Affiliates) during the term of this
Agreement but that is developed outside of the collaboration outlined in this Agreement, and (c) all updates, enhancements, modifications,
derivatives, new versions, revisions, and improvements to any of the items outlined in (a) and (b) of this Section 5.1 (collectively,
the “Background IP”). To the extent Celularity has or obtains ownership of any Background IP, Celularity
hereby irrevocably and unconditionally assigns all right, title, and interest in and to such Background IP, and all Intellectual
Property Rights therein, to Sorrento.


 


Section 5.2 New
Inventions and License-Back. As between Celularity and Sorrento, except as otherwise expressly set forth in the Services Agreement,
all right, title, and interest in and to all New Inventions (other than any Background IP) invented (a) solely by Celularity shall
be owned by Celularity (“Celularity IP”), (b) solely by Sorrento shall be owned by Sorrento (“Sorrento
IP”) and (c) jointly by Celularity and Sorrento shall be jointly owned by Celularity and Sorrento (“Joint
IP”), and, unless provided otherwise in this Agreement, Celularity and Sorrento shall be entitled to use, license,
exploit, and otherwise exercise all rights with respect to the Joint IP without the duty of accounting or seeking consent from
the other Party. Inventorship shall be determined by applying the patent laws of the United States, including, in the case of Joint
IP invented outside of the United States, as if such Joint IP was invented in the United States. Notwithstanding the foregoing,
Sorrento’s rights in and to the Background IP, Sorrento IP, and Joint IP shall, to the extent applicable, be included in
the non-exclusive license rights granted to Celularity under Section 2.2. Celularity hereby grants to Sorrento, during the
term of this Agreement and thereafter (except if this Agreement is terminated for Sorrento’s uncured breach or if Sorrento
Files for Bankruptcy), a non-exclusive, sub-licensable, non-transferable (except to an Affiliate or permitted assignee), fully
paid-up, royalty free, worldwide license, under Celularity’s rights in and to the Celularity IP, (a) to fulfil its obligations
under this Agreement and to perform activities for the benefit of Celularity under the Services Agreement and the Supply Agreement
and (b) with respect to Celularity IP constituting New CD19 Inventions, to exercise without restriction the Reserved CD19 Rights.
Celularity will keep Sorrento regularly informed of the development of Celularity IP and will provide to Sorrento all Know-How
and Generated Data reasonably necessary or useful for Sorrento to fulfil its and their obligations under this Agreement, the Services
Agreement, and the Supply Agreement, and to exercise the Reserved CD19 Rights.


 






    10 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


Section 5.3 Prosecution.
As between Celularity and Sorrento, on the other hand, Sorrento shall have the initial right (but not the obligation), to control
the filing, prosecution and maintenance, at its expense, and using patent counsel of its choice, any patents and patent applications
arising out of or relating to this Agreement (including, without limitation, any patents and patent applications for (a) any Sorrento
IP or Background IP of Sorrento, (b) any Joint IP, and (c) any patents or patent applications covering the Licensed Products).
Sorrento shall provide Celularity an opportunity to review and comment on the nature and text of any new or pending patent applications
for Patent Rights covering Licensed Products and consider in good faith any comments from Celularity regarding steps that might
be taken to strengthen patent protection with respect to any such Patent Rights and shall conduct discussions with Celularity on
a reasonable basis regarding the patent prosecution strategy for such Patent Rights. If Sorrento elects not to file, prosecute,
or maintain any of the Patent Rights in (a)-(c) of this Section 5.3, and provided that Celularity is not and has not been
in breach of this Agreement, and subject to Sorrento’s reasonable review, oversight, and approval, Celularity may file, prosecute,
and maintain, at its expense, and using patent counsel of its choice that is reasonably acceptable to Sorrento, (i) patents solely
covering Joint IP in the Field in the Territory, and (ii) patents covering the Licensed Products in the Field in the Territory
(collectively “Celularity Prosecuted Patents”). For clarity, Celularity may not file, prosecute or maintain
any patents arising out of this Agreement outside the Territory, containing claims covering inventions outside the Field, or that
cover any Sorrento IP or any Background IP of Sorrento. Subject to the forgoing, as between Celularity and Sorrento, Sorrento shall
have the right to make final decisions pertaining to the prosecution and maintenance of the Celularity Prosecuted Patents, provided,
however, that such final decisions do not reasonably undermine Celularity’s rights under this Agreement or otherwise
unreasonably weaken the Licensed Patents as to Licensed Products and Licensed Material in the Field, and Celularity shall cooperate
fully with Sorrento and provide Sorrento with such information and execute such documents as Sorrento reasonably requests to facilitate
the foregoing. Before filing with a patent office a material document related to the prosecution of the Celularity Prosecuted Patents,
Celularity will provide Sorrento with a copy of the document for Sorrento’s comments, and will make reasonable efforts to
accept and implement comments that Sorrento provides, provided, however, that Celularity will be under no obligation
to make and implement any changes that, in Celularity’s reasonable opinion upon the advice of counsel, undermine Celularity’s
rights under this Agreement or otherwise weaken the Licensed Patents as to Licensed Products and Licensed Material in the Field.
Celularity will provide Sorrento with copies of all material documents that Celularity receives in connection with the prosecution
of the Celularity Prosecuted Patents. In the event Celularity decides to abandon any non-provisional patent application within
the Celularity Prosecuted Patents or declines to file such a patent application (including, for example, a new continuation or
divisional of such patent application) in any jurisdiction (collectively “Celularity Abandoned Patents”),
subject to the rights of any sublicensee under this Agreement to take over prosecution of any Celularity Abandoned Patents, Celularity
will, within a reasonable period of time, notify Sorrento thereof (and in any event no later than [***] prior to any non-extendible
payment or filing deadline), and Celularity shall then [***].


 


Section 5.4 Patent
Enforcement. Celularity shall have the right (but not the obligation) at its expense to enforce each Celularity Prosecuted
Patent (excluding any Celularity Abandoned Patents for which Sorrento has assumed prosecution) and to settle any claims in connection
with such enforcement or defense (a “Celularity Enforcement Action”). Such Celularity Enforcement Action
shall be entirely under Celularity’s direction and control; Celularity shall have sole responsibility for determining the
strategy of the Celularity Enforcement Action and filing all papers in connection therewith. Celularity shall keep Sorrento reasonably
informed of the progress of any such Celularity Enforcement Action, and Sorrento shall have the right to participate in the Celularity
Enforcement Action with counsel of its own choice at its own expense. In any event, Sorrento shall reasonably cooperate with Celularity
in such Celularity Enforcement Action and shall provide Celularity with such information as Celularity reasonably requests to facilitate
Celularity’s enforcement or defense of the Celularity Enforcement Action. Any recovery received as a result of any Celularity
Enforcement Action shall be used first to reimburse the Parties for the costs and expenses (including attorneys’ and professional
fees) incurred in connection with such Celularity Enforcement Action (and not previously reimbursed). If such recovery is insufficient
to cover all such costs and expenses of both Parties, it shall be shared in proportion to the total of such costs and expenses
incurred by each Party. If, after such reimbursement, any funds remain from such recovery, then [***] of such remainder amount
shall be retained by Celularity and[ ***] of such remainder amount will be promptly paid to Sorrento.


 






    11 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


ARTICLE VI



TERM AND TERMINATION


 


Section 6.1 Term.
This Agreement shall become effective as of the Effective Date, and shall continue in force and effect until terminated pursuant
to Section 6.2 below or the mutual written agreement of the Parties.


 


Section 6.2 Termination.


 


(a) Termination
for Material Breach. If Celularity or Sorrento commits a material breach of this Agreement, the other Party may provide
to the alleged breaching Party a written notice specifying the nature of the breach, requiring the alleged breaching Party to
make good or otherwise cure such breach, and stating its intention to terminate this Agreement if such breach is not cured.
If such breach is not cured within ninety (90) days after the receipt of such notice, then subject to Section
6.2(a)(i), the Party not in default shall be entitled, without prejudice to any of its other rights conferred under this
Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement by written
notice to the breaching Party; provided, however, if the cause of the material breach is non-payment of the
amounts due under this Agreement, then the cure period for such non-payment shall be [***] from the date of notice of
material breach by the non-breaching Party.


 


(i) If
the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the
other Party in accordance with Section 6.2(a), and such alleged breaching Party provides the other Party notice of such
dispute within [***] of the date of the notice provided by the other Party in accordance with Section 6.2(a) and, with respect
to payment, such alleged breaching Party pays any portion of such payment not in dispute, then the non-breaching Party will not
have the right to terminate this Agreement under Section 6.2(a) unless and until (i) the arbitrators, in accordance with
Section 6.2(a)(ii), have determined that the alleged breaching Party has materially breached this Agreement (an “Arbitral
Decision”), and (ii) the alleged breaching Party has failed to cure such breach within [***] following such Arbitral
Decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within [***]
following such an Arbitral Decision). The Arbitral Decision will include a description of what is required to cure such breach.
[***] It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement will
remain in effect.


 


(ii) The
Arbitral Decision shall be reached, and the arbitration proceeding shall be conducted, in accordance with the simplified process
procedures of the American Arbitration Association. The number of arbitrators shall be three, one of whom shall be appointed by
each of the Parties and the third of whom shall be selected by mutual agreement of the co-arbitrators with the input of the Parties,
within [***] of the selection of the second arbitrator and thereafter by the American Arbitration Association. The seat of the
arbitration will be [***]. The arbitration award rendered by the arbitrators shall be final and binding on the Parties. Judgment
on the award may be entered in any court having jurisdiction thereof.


 






    12 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


(iii) If
the breach in dispute relates to any rights that have been sublicensed by Celularity and such breach is subject to any such sublicense
agreement, the dispute resolution provisions of such sublicense agreement shall govern as to any conduct of such sublicensee and
termination under this Section 6.2 for such breach shall be stayed pending resolution of any such dispute resolution provisions
of such sublicense.


 


(iv) As
to termination by Sorrento, the Parties agree that termination pursuant to Section 6.2(a) is a remedy to be invoked only
if the breach cannot be adequately remedied through a combination of specific performance and the payment of money damages.


 


(b) Termination
for Convenience by Celularity. Following the one year anniversary of the Effective Date, Celularity may terminate this
Agreement upon six (6) months’ written notice to Sorrento for no reason or for any reason.


 


All remedies set forth
herein shall be cumulative and in addition to any other remedies such Party may have at law or in equity.


 


Section 6.3 Effects of Termination.


 


(a) In
General. Termination of this Agreement (i) by Sorrento for Celularity’s material breach of this Agreement under Section
6.2(a) or for convenience by Celularity under Section 6.2(b) will result in termination of Celularity’s license
rights under Section 2.2 and the license rights of all sublicensees; provided Celularity and its sublicensees may, for a
period not to exceed [***] after the date of termination, sell inventories of Licensed Products existing on the date of termination,
and (ii) by Celularity for Sorrento’s material breach of this Agreement under Section 6.2(a) will result in the licenses
in Section 2.2 becoming irrevocable, provided and only for so long as Celularity timely fulfills all of its payment obligations
under Sections 4.1 and 4.2 of this Agreement. Termination will not affect either Party’s rights in its Background
Know-How or related Intellectual Property Rights. Upon termination of this Agreement by Sorrento for Celularity’s material
breach of this Agreement under Section 6.2(a) or for convenience by Celularity under Section 6.2(b), Celularity shall
take all necessary steps to transfer to Sorrento its rights to all Regulatory Approvals and Generated Data for the Licensed Products.
Effective as of the date of termination of this Agreement by Sorrento for Celularity’s material breach of this Agreement
under Section 6.2(a) or the date of termination of this Agreement for convenience by Celularity under Section 6.2(b),
Celularity hereby assigns to Sorrento ownership of its rights to all such Regulatory Approvals and Generated Data. If and to the
extent any such Regulatory Approvals or Generated Data cannot be so assigned then, effective as of the date of termination of this
Agreement, Celularity hereby grants to Sorrento under Celularity’s rights to Regulatory Approvals and Generated Data an unconditional,
fully paid, irrevocable, perpetual, worldwide, royalty-free, exclusive, sublicensable (through multiple tiers) right and license
to use, license, sell, commercialize, create derivative works of, modify, rely upon, submit, reference, reproduce, display, and
otherwise exploit without restriction such Regulatory Approvals and Generated Data.


 






    13 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


ARTICLE VII



REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section 7.1 By All Parties. Each
Party represents, warrants and covenants to the others that:


 


(a) it
is duly organized and validly existing under the laws of its state of formation and has full authority to enter into this Agreement;


 


(b) the
execution and performance of this Agreement does not conflict with any other agreement, oral or written, to which it is a Party;
and


 


(c) it
will perform its obligations under this Agreement in compliance with all applicable laws and regulations.


 


Section 7.2 By Sorrento.
Sorrento further represents, warrants and covenants to Celularity that, as of the Effective Date:


 


(a) The
Licensed Intellectual Property Rights are Controlled by Sorrento.


 


(b) Sorrento
(i) has the full right and authority to grant the rights and licenses under this Agreement and (ii) to the Knowledge of Sorrento,
has the right and authority to use all Licensed Material and all Licensed Know-How.


 


(c) To
the Knowledge of Sorrento, the Licensed Patents and the Other Patents collectively represent all patents and patent applications
that Sorrento or its Affiliates Controls as of the Effective Date which would be infringed by the making, having made, using, selling,
or importing of Licensed Products in the Field in the Territory.


 


(d) No claim
or litigation has been brought or asserted against Sorrento or any of its Affiliates with respect any Listed Patent (and to
the Knowledge of Sorrento, no such claims have been threatened in writing) by any Person (i) alleging the invalidity, misuse,
unregisterability, unenforceability or non-infringement of any of the Listed Patents, or (ii) challenging Sorrento’s or
its Affiliates’ Control of the Listed Patents or with respect to the Listed Patents, making any adverse claim of
ownership or inventorship thereof.


 


(e) Sorrento
has not been a party to any agreement with the United States federal government or an agency thereof pursuant to which the United
States federal government or such agency provided funding for the development of the Licensed Material, and the inventions claimed
or covered by the Listed Patents (i) were not conceived, discovered, developed or otherwise made in connection with any research
activities funded, in whole or in part, by the federal government of the United States or any agency thereof, (ii) are not a “subject
invention” as that term is described in 35 U.S.C. Section 201(e), and (iii) are not otherwise subject to the provisions
of the Patent and Trademark Law Amendments Act of 1980, as amended, codified at 35 U.S.C. §§ 200-212, as amended, as
well as any regulations promulgated pursuant thereto, including in 37 C.F.R. Part 401.


 






    14 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


(f) There
is no action or other proceeding filed against Sorrento, nor, to the Knowledge of Sorrento, threatened in writing against Sorrento
alleging that the research, development, manufacture or commercialization of any Licensed Material or use of Licensed Know-How
as contemplated under this Agreement, violates, infringes, constitutes misappropriation or otherwise conflicts or interferes with
or would violate, infringe, constitute a misappropriation or otherwise conflict or interfere with, any intellectual property or
proprietary right of any third party.


 


(g) To
the Knowledge of Sorrento, neither Sorrento, its Affiliates nor any of their respective officers, employees or agents has (i) committed
an act, (ii) made a statement or (iii) failed to act or make a statement that, in any case ((i), (ii) (iii)), that (x) would be
or create an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect
to the development, manufacture or commercialization of the Licensed Material, or (y) would reasonably be expected to provide a
basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery and Illegal Gratuities”,
set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in the Territory,
with respect the development, manufacture or commercialization of the Licensed Material.


 


Section 7.3
General Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATIONS, EXTENDS ANY WARRANTIES OF ANY KIND, ASSUMES ANY
RESPONSIBILITY OR OBLIGATIONS WHATSOEVER, OR CONFERS ANY RIGHT BY IMPLICATION, ESTOPPEL, OR OTHERWISE, OTHER THAN AS
EXPRESSLY SET FORTH HEREIN. WITHOUT LIMITING THE FORGOING (A) EACH PARTY EXPRESSLY DISCLAIMS ANY WARRANTIES OF
MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER WARRANTY WHATSOEVER, EXPRESS OR IMPLIED,
OTHER THAN AS EXPRESSLY SET FORTH HEREIN, AND (B) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR OTHERWISE, SORRENTO MAKES NO,
AND HEREBY DISCLAIMS, ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OTHER PATENTS,
THE LICENSED MATERIALS, AND THE LICENSED KNOW-HOW, WHICH ARE PROVIDED “AS IS” AND “WITH ALL
FAULTS”, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF ACCURACY, SUFFICIENCY, PERFORMANCE, COMPLETENESS,
MERCHANTABILITY, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO THE LICENSED MATERIALS AND LICENSED KNOW-HOW.


 






    15 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


ARTICLE VIII



INDEMNITY


 


Section 8.1 Celularity
will defend, indemnify and hold Sorrento, and its Affiliates, and their respective officers, directors, employees, and agents,
harmless from and against any and all third party claims, losses, liabilities, damages, costs, and expenses (including attorneys’
fees, expert witness fees, and court costs) directly or indirectly arising from or relating to: (a) Celularity’s or any of
its sublicensees’ development, use, manufacturing, sale, distribution or other commercialization of any Licensed Product,
or any activities of Celularity or any of its sublicensees concerning a Licensed Product, the Licensed Intellectual Property Rights,
the Other Patents, or otherwise in connection with this Agreement; (b) any material breach by Celularity of its representations,
warranties or covenants made in this Agreement; and (c) the gross negligence or willful misconduct of Celularity or any of its
sublicensees or any of their respective directors, officers, employees and agents in connection with this Agreement. Sorrento will
use reasonable efforts to notify Celularity promptly of any claim for which Sorrento believes it is entitled to indemnification
under this Section 8.1 and which Sorrento desires Celularity to defend. However, Sorrento’s failure to provide such
notice or delay in providing such notice will relieve Celularity of its obligations under this Section 8.1 only if and to
the extent that such delay or failure materially prejudices Celularity’s ability to defend such claim. Sorrento will cooperate
with Celularity, at Celularity’s reasonable request and at Celularity’s expense, in the defense of such claim. Sorrento
will have the right to participate in the defense of such claim with its own counsel at its own expense. No settlement of a claim
will be binding on Sorrento without Sorrento’s prior written consent, not to be unreasonably withheld.


 


Section 8.2 Sorrento
will defend, indemnify and hold Celularity and its Affiliates, and their respective officers, directors, employees, and agents,
harmless from and against any and all claims brought by a third party resulting from: (a) the gross negligence or willful misconduct
of Sorrento or its Affiliates or any of their respective directors, officers, employees and agents in connection with this Agreement;
(b) any material breach by Sorrento of its representations, warranties or covenants made in this Agreement; and (c) the research,
development, manufacture, use, importation, storage, handling, promotion, sale, marketing, or commercialization of Licensed Materials
by Sorrento or its Affiliates (i) occurring at any time prior to the Effective Date and arising from the negligence or willful
misconduct of Sorrento or its Affiliates or their respective officers, directors, employees or agents, or (ii) occurring after
the Effective Date in connection with the activities of Sorrento or its Affiliates that are contemplated by this Agreement; provided,
however, that Sorrento’s obligations pursuant to this Section 8.2 shall not apply to the extent that such claims
and any resulting losses are subject to Celularity’s obligations under Section 8.1 hereof or result from (A) any breach
of this Agreement by Celularity or (B) the negligence or willful misconduct of Celularity in connection with this Agreement or
the activities contemplated herein. Celularity will use reasonable efforts to notify Sorrento promptly of any claim for which Celularity
believes it is entitled to indemnification under this Section and which Celularity desires Sorrento to defend. However, Celularity’s
failure to provide such notice or delay in providing such notice will relieve Sorrento of its obligations under this Section only
if and to the extent that such delay or failure materially prejudices Sorrento’s ability to defend such claim. Celularity
will cooperate with Sorrento, at Sorrento’s reasonable request and at Sorrento’s expense, in the defense of such claim.
Celularity will have the right to participate in the defense of such claim with its own counsel at its own expense. No settlement
of a claim in furtherance of this Section 8.2 will be binding on Celularity without Celularity’s prior written consent,
not to be unreasonably withheld.


 






    16 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


ARTICLE IX



MISCELLANEOUS


 


Section 9.1 Bankruptcy.
All rights granted under this Agreement (including the license rights under Section 2.2) will be considered for purposes
of section 365(n) of 11 U.S.C. (the “Bankruptcy Code”) licenses of rights to “intellectual property”
as defined under section 101(56) of the Bankruptcy Code. The Parties agree that each Party will retain and may fully exercise all
of its rights and elections under the Bankruptcy Code. In the event that a Party seeks or is involuntarily placed under the protection
of the Bankruptcy Code, and the trustee in bankruptcy rejects this Agreement, the other Party may elect, pursuant to section 365(n),
to retain all rights granted to it with respect to the license rights granted hereunder to the extent permitted by law. Upon the
written request of a Party to the other Party or the applicable bankruptcy trustee, the other Party or the applicable bankruptcy
trustee will not interfere with the rights of the requesting Party as provided in this Agreement.


 


Section 9.2 Consent
to Amendments; Waiver. This Agreement may be amended or modified, in each case upon the approval, in writing, executed by Celularity
and Sorrento. Both Celularity and Sorrento may: (a) extend the time for the performance of any of the obligations or other acts
of the others; (b) waive any inaccuracies in the representations and warranties of the others contained herein or in any document
delivered by the other pursuant hereto; or (c) waive compliance with any of the agreements of the other or conditions to such others’
obligations contained herein. Any such extension or waiver will be valid only if set forth in an instrument in writing signed by
the Parties to be bound thereby.


 


Section 9.3 Entire
Agreement. This Agreement, including the exhibits attached hereto, and the other agreements referred to herein constitute the
entire agreement between the Parties with respect to the matters covered hereby and supersede all previous written, oral or implied
understandings among them with respect to such matters.


 


Section 9.4 Successors
and Assigns. Except as otherwise expressly provided in this Agreement, all covenants and agreements set forth in this Agreement
by or on behalf of the Parties shall bind and inure to the benefit of the respective successors and permitted assigns of the Parties,
whether so expressed or not, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be
assigned by either Party without the prior written consent of the other Party.


 






    17 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


Section 9.5 Governing
Law; Consent to Jurisdiction; Venue; Waiver of Jury Trial. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE DOMESTIC LAWS OF THE STATE OF NEW YORK FOR CONTRACTS ENTERED INTO AND TO BE PERFORMED IN SUCH STATE WITHOUT GIVING EFFECT TO
ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING
IN NEW YORK, NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THE CONTEMPLATED TRANSACTIONS AND AGREES
THAT PROCESS SHALL BE SERVED UPON SUCH PARTY IN THE MANNER SET FORTH IN SECTION 9.6, AND THAT SERVICE IN SUCH MANNER SHALL
CONSTITUTE VALID AND SUFFICIENT SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND
ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE CONTEMPLATED TRANSACTIONS.


 


Section 9.6 Notices.
All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given
or made (a) as of the date delivered, if delivered personally, (b) on the date the delivering Party receives confirmation, if delivered
by facsimile or electronic transmission, (c) three (3) Business Days after being mailed by registered or certified mail (postage
prepaid, return receipt requested), or (d) one (1) Business Day after being sent by overnight courier (providing proof of delivery),
to the Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance
with this Section 9.6):


 


If to Sorrento, to:


 


Sorrento Therapeutics, Inc.

4955 Directors Place

San Diego, CA 92121

Facsimile: [***]

Attention: [***]


 


with copies, which
shall not constitute notice to Sorrento, to:


 


Sorrento Therapeutics, Inc.

4955 Directors Place

Facsimile: [***]

Attention: [***]


 


and


 


Paul Hastings LLP

1117 S. California Avenue

Palo Alto, CA 94304

Facsimile: [***]

Attention: [***]


 






    18 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


If to Celularity, to:


 


Celularity Inc.

33 Technology Drive

Warren, New Jersey 07059

Attention: [***]

Telephone No.: [***]

Email Address: [***]


 


with a copy, which
shall not constitute notice to Celularity, to:


 


Jones Day

4655 Executive Dr, Suite 1500

San Diego, California 92121

Facsimile: [***]

Attention: [***]


 


Section 9.7 Exhibits.
The exhibits to this Agreement constitute a part of this Agreement and are incorporated into this Agreement for all purposes as
if fully set forth herein. The disclosure of any item or matter in any exhibit hereto shall not be taken as an indication of the
materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. Without
limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract, law or governmental
order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.


 


Section 9.8 Counterparts.
This Agreement may be executed in counterparts, all of which taken together shall constitute one agreement. For purposes of this
Agreement, signatures delivered by facsimile or by email in the portable document format (PDF) or any other electronic format shall
be accepted and binding as original signatures.


 


Section 9.9 Severability.
Should any provision of this Agreement or the application thereof to any Person or circumstance be held invalid or unenforceable
to any extent: (a) such provision shall be ineffective to the extent, and only to the extent, of such unenforceability or prohibition
and shall be enforced to the greatest extent permitted by law, (b) such unenforceability or prohibition in any jurisdiction shall
not invalidate or render unenforceable such provision as applied (i) to other Persons or circumstances or (ii) in any other jurisdiction,
and (c) such unenforceability or prohibition shall not affect or invalidate any other provision of this Agreement.


 


Section 9.10 No
Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, no Person which is not a Party shall have
any right or obligation pursuant to this Agreement.


 


Section 9.11 No
Strict Construction. Each of the Parties acknowledges that this Agreement has been prepared jointly by the Parties, and shall
not be strictly construed against either Party.


 


 


[SIGNATURE PAGE FOLLOWS]


 






    19 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


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


 





	 	SORRENTO THERAPEUTICS, INC.
	 	 	 
	 	By:	/s/ Henry Ji, Ph.D.
	 	 	Name:	Henry Ji, Ph.D.
	 	 	Title:	President & CEO






 


 


	 	CELULARITY INC.
	 	 	 
	 	By:	/s/ Robert J. Hariri, MD, PhD.
	 	 	Name:	Robert J. Hariri, MD, PhD.
	 	 	Title:	Chairman and CEO













 






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    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


EXHIBIT A



LICENSED KNOW-HOW


 


[***]

[***]


 






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    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


EXHIBIT B



CD19 CAR-T CONSTRUCTS


 


[***]


 






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    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


EXHIBIT C



LISTED PATENTS


 


	Country	Patent / Patent Application No.	Filing Date	Title
	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]





 






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    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

  


AMENDMENT
NO. 1


 


This AMENDMENT NO.
1 to the LICENSE AND TRANSFER AGREEMENT dated September 30, 2020 (the “License Agreement”) is entered
into effective November 13, 2020 (the “Amendment Effective Date”), by and between Sorrento Therapeutics,
Inc., a corporation (“Sorrento”), and Celularity Inc., a Delaware corporation (“Celularity”)
(this “Amendment”).


 


BACKGROUND


 


WHEREAS, Sorrento and
Celularity have entered into the License Agreement, pursuant to which Sorrento granted to Celularity a license under certain Licensed
Intellectual Property Rights, including the Listed Patents (as those terms are defined in the License Agreement) listed in Exhibit
C to the License Agreement;


 


WHEREAS, Sorrento filed
United States Provisional Patent Application No. [***] (titled “[***]”) on [***] (the “[***] Application”);
and


 


WHEREAS, Sorrento and
Celularity now desire to enter into this Amendment to add the [***] Application to Exhibit C to the License Agreement.


 


AMENDMENT


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth below, and intending to be legally bound hereby, the Parties hereby
amend the License Agreement as follows:


 


1.
Exhibit C to the License Agreement is hereby amended and replaced in its entirety by Exhibit C attached
hereto.


 


2. All
other terms and conditions of the License Agreement shall remain in full force and effect. If there are any conflicts or inconsistencies
between the terms of the License Agreement and this Amendment, the terms of this Amendment shall prevail.


 


 


[SIGNATURE PAGE FOLLOWS]


 






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    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


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


 


	 	SORRENTO THERAPEUTICS, INC.
	 	 	 	 
		By:	/s/ Henry Ji
	 	 	Name:	 Henry Ji, Ph.D.
	 	 	Title:	President & CEO



 


 





	 	CELULARITY
INC.
	 	 	 	 
		By:	/s/ Robert j. Harari
	 	 	Name:	 Robert J. Harari, MD
	 	 	Title:	Chairman and CEO


 






    25 


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
 BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
 THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


    

 


EXHIBIT C



LISTED PATENTS


 


	Country	Patent / Patent Application No.	Filing Date	Title
	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]



 




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