Exhibit 10.21


 


***Certain identified information has been omitted
from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed.
Such omitted information is indicated by brackets (“[...***...]”) in this exhibit. ***


 


MATERIAL TRANSFER AGREEMENT


 


This Material Transfer Agreement (this “Agreement”)
is made and entered into as of December 14, 2020 (the “Effective Date”) between Jasper Therapeutics, Inc.,
a Delaware corporation with a principal place of business at 2200 Bridge Parkway, Suite #102, Redwood City, CA 94065 (“Jasper”),
and Zai Lab Limited, Cayman Islands corporation with a principal place of business at 4560 Jinke Road, Bldg. 1, 4F, Pudong,
Shanghai, China 201210 (“Zai Lab”). Jasper and Zai Lab are referred to each as a “Party” or
collectively as the “Parties”, respectively.


 


RECITALS


 


WHEREAS, Jasper has developed
the JSP191 antibody which binds to the CD117 receptor for stem cell factor on blood forming cells (“JSP191”); and


 


WHEREAS, Zai Lab has developed
the ZL-1201, an anti-IgG4anti-CD47 agent (“ZL-1201”); and


 


WHEREAS, the Parties are interested
in undertaking the Research Plan (attached as Annex III) (the “Research Plan”) to test the hypothesis that
combinational treatment of JSP191 and anti-CD47 antibody synergistically depletes endogenous HSC in immunocompetent NHP with minimum toxicity
(the “Project”) based on the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and premises contained in this Agreement, the receipt and sufficiency of which are hereby expressly
acknowledged, the parties hereto agree as follows:


 


1. Supply
of Materials.


 


1.1 Promptly
following full execution of this Agreement: (i) Jasper shall provide Zai Lab [...***...] with the Jasper Material (as defined
in Annex I) for use in the Project, in such amounts as specified in Annex I and will conduct the work described
in the Research Plan; and (ii) Zai Lab shall provide Jasper [...***...] with the Zai Lab Material (as defined in Annex II)
for use in the Project, in such amounts as specified in Annex II and will conduct the work described in the Research Plan.
The Jasper Material and Zai Lab Material are referred to each as “Material”, and collectively, the “Materials”.


 






     


     


    

 


2. Permitted
Use of Materials.


 


2.1 Each
Party shall remain the sole owner of the Material provided by such Party and hereby grants to the other Party a non-exclusive, royalty
free, fully paid up license to use such Material solely for the purposes of this Agreement. Each Party shall be entitled to use the other
Party’s Material only within the scope of this Agreement and the Project and shall not be entitled to use such Material for any
other purposes. Without limiting the foregoing, neither Party shall be permitted to use the other Party’s Material for any further
research or development activities, outside the Project, or for any commercialization purposes.


 


2.2 Neither
Party shall: (i) provide or disclose the other Party’s Material to any other third party without the other Party’s prior
written consent; or (ii) use the other Party’s Material in any other experiments than the experiments described in the Research
Plan and, in particular, neither Party shall reverse-engineer or analyze, or cause and/or permit reverse-engineering or analysis of the
other Party’s Material, whether physically, chemically or biologically. Each Party shall immediately return to the other Party any
unused Material of the providing Party at any time upon the providing Party’s request or, after termination of this Agreement, without
the providing Party’s request.


 


3. Allocation
of Costs.


 


The Parties shall each be responsible for fifty
percent (50%) of [...***...] costs (including [...***...] costs and costs of [...***...], but not including
[...***...] or [...***...] costs) necessary to perform the Research Plan, not to exceed a total of two hundred fifty
thousand dollars (US$250,000)) unless mutually agreed by the Parties in writing.


 


4. Confidential
Information.


 


4.1 Confidential
Information means any and all data, information, scientific or technical information relating to Jasper Material, the Zai Lab Material,
procedures, formulae, data, improvements, developments, manufacturing processes, trade secrets and know-how and other commercially valuable
information of whatever description and in whatever form (whether written or oral, visible or invisible) owned or controlled by either
Party and made available by such Party (the “Disclosing Party”) to the other Party (or its agents or contractors) (the
“Receiving Party”). For clarity, the Jasper Material and information relating thereto is and shall be deemed the Confidential
Information of Jasper, while the Zai Lab Material and all information relating thereto is and shall be deemed the Confidential Information
of Zai Lab. The Receiving Party will: (i) keep confidential all of the Disclosing Party’s Confidential Information; (ii) not
use the Disclosing Party’s Confidential Information except for the purpose of this Agreement; and (iii) not disclose, without
the Disclosing Party’s prior written consent, the Disclosing Party’s Confidential Information to any person except to those
of its employees who have a need to know it, and who shall be bound by obligations of confidentiality and non-use on similar terms to
those set out in this clause. The Receiving Party will use all reasonable endeavors to ensure that those employees will comply with their
obligation of confidentiality.


 


4.2 Nothing
in this Agreement prohibits the Receiving Party disclosing or using Confidential Information, that, as can be shown by written records
or equivalent evidence of the Receiving Party: (i) is or becomes generally available in the public domain, otherwise as a result
of any non-compliance with the terms of this Agreement; or (ii) was known to the Receiving Party prior to disclosure hereunder; or
(iii) is disclosed, revealed or otherwise made available to the Receiving Party by a third party that is under no obligation of non-disclosure
to the Disclosing Party.


 






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4.3 The
Receiving Party shall also be entitled to disclose Confidential Information if and to the extent such Confidential Information is required
to be disclosed under applicable law or by court order; provided, however, that the Receiving Party shall furnish the Disclosing Party
with as much prior written notice of such disclosure as reasonably practicable, so as to permit the Disclosing Party, in its sole discretion,
to take appropriate action in order to prevent the Disclosing Party’s Confidential Information from passing into the public domain
or becoming generally available to the public. The Receiving Party shall take necessary steps to limit the scope of Confidential Information
to the required minimum.


 


4.4 Any
non-compliance with the confidentiality obligations set out in this Section 4 shall be considered a material breach of this
Agreement.


 


5. Properties
of the Materials.


 


Each Party acknowledges that the other Party’s
Material is experimental in nature, may have hazardous properties and is supplied by the other Party on an “as is” basis.
Neither Party gives any warranty and each Party expressly excludes any responsibility for the suitability of such Party’s Material
for use according to the Research Plan. Each Party understands and agrees that the other Party’s Material is to be handled and used
with caution, and that such Material is not to be used for testing in or treatment of humans. EACH PARTY’S MATERIAL IS PROVIDED
WITH NO WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THEY ARE FREE FROM
THE RIGHTFUL CLAIM OF ANY THIRD PARTY, BY WAY OF INFRINGEMENT OR THE LIKE.


 


6. Reports.


 


Each Party shall undertake in a timely and professional
manner, in accordance with industry best practices and all applicable laws and regulations, all studies and analyses designated for performance
by such Party set forth in the Research Plan and will furnish to the other Party a written report detailing the uses made of the Materials
and a description of the results including all data and relevant procedures made or obtained by such Party during the course of the Project
(the “Reports”). The Reports will be deemed the Confidential Information of both Parties, provided that either Party
shall have the right to share the results of the Project and the Reports in a blinded form with third parties under obligations of confidentiality,
to the extent reasonably necessary or desirable in connection with any regulatory filings or approvals sought by either Party, or in connection
with any financing, investment, acquisition, or other strategic transaction involving such Party.


 


7. Intellectual
Property Rights / Results.


 


7.1 Any
intellectual property rights, including, but not limited to patent rights, technologies, know-how and trade secrets (“Intellectual
Property Rights”) owned by a Party or licensed by a third party to a Party as of the Effective Date (the “Background
IP”) shall in relation to the other Party, remain the sole property of the Party that owned or was licensed to use such Background
IP. For the avoidance of doubt, the Parties agree that the Jasper Material shall be deemed Jasper Background IP and the Zai Lab Material
shall be deemed Zai Lab Background IP.


 


7.2 The
Parties agree that Jasper shall exclusively own any and all Intellectual Property Rights developed by either Party (either independently
or jointly) that relate exclusively or primarily to the Jasper Background IP (the “Jasper Improvements”). Zai Lab hereby
irrevocably and unconditionally assigns to Jasper all right, title, and interest Zai Lab may have in or to any and all Jasper Improvements.


 






    3


     


    

 


7.3 The
Parties agree that Zai Lab shall exclusively own any and all Intellectual Property Rights developed by either Party (either independently
or jointly) that relate exclusively or primarily to the Zai Lab Background IP (the “Zai Lab Improvements”). Jasper
hereby irrevocably and unconditionally assigns to Zai Lab all right, title, and interest Jasper may have in or to any and all Zai Lab
Improvements.


 


7.4 All
other Intellectual Property Rights developed under this Agreement that relate to the combination of Jasper Background IP and Zai Lab Background
IP shall be jointly owned by both Parties, without a duty of accounting to the other Party. Each Party hereby irrevocably and unconditionally
assigns to the other Party an undivided one-half interest in such Intellectual Property Rights.


 


7.5 Zai
Lab hereby grants to Jasper a non-exclusive, royalty-free license during the term of this Agreement to use the Zai Lab Background IP and
the Zai Lab Improvements to the extent reasonably necessary for Jasper to undertake its obligations in furtherance of the Project.


 


7.6 Jasper
hereby grants to Zai Lab a non-exclusive, royalty-free license during the term of this Agreement to use the Jasper Background IP and Jasper
Improvements to the extent reasonably necessary for Zai Lab to undertake its obligations in furtherance of the Project.


 


7.7 There
are no implied rights or licenses granted under this Agreement, and except as expressly provided herein, each Party shall retain all right,
title, and interest in and to all of such Party’s respective Intellectual Property Rights. Without limiting the foregoing, nothing
in this Agreement shall act as any assignment or transfer of the Background IP of either Party.


 


8. Publication
of Results.


 


The Parties agree to collaborate on any joint
publication of the results of the Project. Neither Party shall publish any results of the Project without the prior written consent of
the other Party following review of the proposed publication.


 


9. Term
and Termination.


 


This Agreement is effective as of the Effective
Date, and shall expire upon completion of the Project. Either Party may terminate this Agreement at its convenience with thirty (30) days’
prior written notice to the other Party, or immediately upon notice for any material breach by the other Party of the provisions of this
Agreement. Each Party’s confidentiality obligations and non-disclosure restrictions shall survive expiration or termination of this
Agreement.


 


Upon termination or expiration of this Agreement:
(i) Zai Lab shall return the remaining Jasper Material and destroy all Jasper Confidential Information in its possession or control,
and shall also deliver to Jasper a statement signed by an authorized representative of Zai Lab certifying that all such Jasper Material
and Confidential Information have been so delivered or destroyed; and (ii) Jasper shall return the remaining Zai Lab Material and
destroy all Zai Lab Confidential Information in its possession or control, and shall also deliver to Zai Lab a statement signed by an
authorized representative of Jasper certifying that all such Zai Lab Material and Confidential Information have been so delivered or destroyed.


 






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10. Representations
and Warranties.


 


Each Party represents and warrants to the other
Party that: (i) such Party has full right, power, and authority to enter into and perform this Agreement without the consent of any
third party, including the right to grant all licenses granted by such Party in this Agreement; (ii) such Party has the appropriately
qualified and experienced staff and the necessary equipment, experience, means and techniques in order for its activities hereunder to
be performed in accordance with the terms and conditions of this Agreement; (iii) such Party’s obligations under the Research
Plan shall be performed in a timely, professional and workmanlike manner, consistent with generally accepted industry standards, and in
compliance with applicable laws and regulations; and (iv) none of such Party’s employees in connection with this Agreement
have been debarred or disqualified by any regulatory authority or under any applicable laws or regulations, and such Party will not use
in any capacity in connection with this Agreement the services of any individual debarred or disqualified by any regulatory authority
or under any applicable laws or regulations.


 


11. Indemnification.


 


Each Party hereby agrees to defend, indemnify
and hold the other Party, its directors, officers, employees and agents, harmless from and against any third party loss, claim, damage
or liability of any kind which may arise from the use, handling or storage of the other Party’s Materials by or through the handling
or storing Party, except to the extent such loss, claim, damage, or liability is caused by the gross negligence or willful misconduct
of the other Party. Each Party hereby agrees to defend, indemnify and hold the other Party, its directors, officers, employees and agents,
harmless from and against any third party loss, claim, damage or liability of any kind which may arise from the gross negligence or willful
misconduct of such Party in connection with this Agreement.


 


12. Limitation
of Liability.


 


EXCEPT ARISING OUT OF A PARTY’S INDEMNIFICATION
OBLIGATIONS OR BREACH OF CONFIDENTIALITY OBLIGATIONS HEREUNDER, OR FOR A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, TO THE
FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR ANY INJURY TO OR LOSS OF GOODWILL,
REPUTATION, BUSINESS, PRODUCTION, REVENUES, PROFITS, ANTICIPATED PROFITS, CONTRACTS OR OPPORTUNITIES (REGARDLESS OF HOW THESE ARE CLASSIFIED
AS DAMAGES), OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR ENHANCED DAMAGES WHETHER ARISING OUT OF BREACH
OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE
WAS FORESEEABLE OR SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED
OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.


 


13. Assignment.


 


Neither Party may assign any rights or duties
under this Agreement to any other party without the prior written consent of the other Party, provided, however, that either Party may
assign this Agreement to a third party in connection with a sale of all or substantially all of the business or assets of such Party related
to this Agreement.


 






    5


     


    

 


14. Applicable
Law / Place of Jurisdiction.


 


The form, execution, validity, construction and
effect of this Agreement shall be determined by the laws of New York, New York, regardless of the choice of law principles of that or
any other jurisdiction. The rights and obligations of the Parties under this Agreement shall not be governed by the 1980 U.N. Convention
on Contracts for the International Sale of Goods, to the extent applicable.


 


Exclusive place of jurisdiction for all disputes
arising from or in connection with this Agreement is New York, New York. The Parties each waive their right to a jury trial in connection
with any dispute concerning this Agreement.


 


15. Entire
Agreement; Amendments.


 


This Agreement constitutes the entire understanding
of the Parties and supersedes any previous Agreements between the Parties (whether written or oral) relating to the subject matter. All
modifications or amendments to this Agreement shall be done in writing executed by both Parties.


 


16. Force
Majeure.


 


If either Party hereto is prevented from carrying
out its obligations under this Agreement by events beyond its reasonable control, acts of God or government, pandemics or epidemics, including,
but not limited to, the COVID-19 pandemic, natural disasters, including earthquakes or storms, fire, political strife, terrorism, failure
or delay of transportation, then such Party’s performance of its obligations hereunder shall be excused during the period of such
events and for a reasonable period of recovery thereafter, and the time for performance of such obligations shall be automatically extended
for a period of time equal to the duration of such events; provided, however, that the Party claiming force majeure shall promptly notify
the other Party of the existence of such force majeure, shall use commercially reasonable efforts to avoid or remedy such force majeure
and shall continue performance hereunder promptly whenever such force majeure is avoided or remedied.


 


17. Severability.


 


If any provision of this Agreement shall be determined
to be invalid or unenforceable, the validity of the other provisions shall remain unaffected. The Parties shall attempt in good faith
to negotiate and replace the respective provision by another provision which is valid and enforceable and which represents the purpose
of the original provision as closely as possible. This shall apply accordingly to any unintended gaps in the Agreement.


 




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IN WITNESS WHEREOF, the undersigned have duly
executed and delivered this Agreement as of the date first written above.


 


	Jasper Therapeutics, Inc.	 	Zai Lab Limited
	 	 	 
	By:	/s/ Bill Lis CEO	 	By:	/s/ Tao Fu
	Name: 	Bill Lis CEO	 	Name: 	Tao Fu
	Title:	CEO	 	Title:	President



 



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Annex I



Jasper Material


 


Jasper Material:


 


JSP191 antibody which binds to the CD117 receptor
for stem cell factor on blood forming cells.


 


Amount of Jasper Material:


 


The amount of material provided to Zai Lab by
Jasper shall be sufficient for performance of the study as described in Annex III.


 




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Annex II



Zai Lab Material


 


Zai Lab Material:


 


ZL-1201, an IgG4 anti-CD47 agent.


 


Amount of Zai Lab Material:


 


The amount of material provided to Jasper by Zai
Lab shall be sufficient for performance of the study as described in Annex III.


 




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Annex III



Research Plan


 


1.0 Background


 


Successful engraftment of hematopoietic stem cells
(HSC) requires overcoming non-immunologic barriers that hinder access to the HSC niches in the bone marrow. Targeted elimination
of endogenous HSC to facilitate niche clearance would allow the engraftment of allogeneic HSC and substantially reduce the morbidity and
mortality of allogeneic hematopoietic cell transplantation (HCT). Anti-mouse CD117 antibody (α-CD117, ACK2 clone) administered as
a single conditioning agent has been shown to efficiently deplete endogenous HSC and enhance engraftment in immunodeficient mice (Czechowicz
et al., 2007). Antagonizing CD47 signaling by anti-CD47 antibody or CD47 blockade enhances antibody-dependent cellular phagocytosis (ADCP),
augments anti-CD117 antibody-mediated HSC depletion, and leads to successful engraftment in immunocompetent mice (Chhabra et al., 2016).
A humanized anti-human CD117 monoclonal antibody (JSP191) has shown to deplete human HSC in mice xenografted with human cells permitting
engraftment of a second human HSC allograft, and to safely depleted HSC in the marrow of non-human primates (NHP) (Kwon et al., 2019).
A Phase 1 dose escalation trial using JSP191 as the sole conditioning agent has shown to achieve donor HSC engraftment in patients
undergoing HCT for severe combined immunodeficiency (SCID) (Agarwal R et al., 2019). A novel monoclonal anti-human CD47 antibody has developed
with anti-cancer therapeutic potential and shown to be tolerated in NHP with minimum toxicity (Liu J et al., 2015). The goal of this study
is to examine whether combinational treatment of JSP191 and anti-CD47 antibody synergistically depletes endogenous HSC in immunocompetent
NHP with minimum toxicity. 1mg/kg dose of JSP191 depletes endogenous HSC in NHP (Kwon et al., 2019) and has safely administered into SCID
patients. A single intravenous infusion of anti-CD47 antibody at 1 mg/kg dose has tolerated well in NHP with mild transient anemia
(Liu J et al., 2015). As a first pilot study, we will test the effects of combinational treatment of JSP191 and anti-CD47 antibody in
NHP animals.


 


2.0 Scope


 


The procedures in this study includes administration
of JSP191 and anti-CD47 antibody into cynomolgus macaques and monitoring of animals including animal health check and CBC. To access the
effects of JSP191 and anti-CD47 on BM hematopoiesis, [...***...] and [...***...] will be performed. HSC and immune
cell subset profiling will be performed using [...***...] and flow cytometry analysis.


 


3.0 Experimental
plan


 


Randomly assigned cynomolgus macaques will be
grouped in sets of [...***...] to receive JSP191 (group 1), anti-CD47 antibody (group 2), and both JSP191 and
anti-CD47 antibody (group 3) (Figure 1). Assigned dose levels of JSP191 and anti-CD47 will be administered into animals via
a single intravenous bolus injection. For group 3, JSP191 will be first infused followed by anti-CD47 administration. CBC, [...***...],
[...***...] will be performed prior to treatment (pre-treatment, baseline) and up to [...***...] post treatment.
Animals will be monitored at least [...***...] and clinical observations will be recorded [...***...] or more often
as clinical signs warranted. Animals will be examined for any altered clinical signs, including [...***...] and [...***...]
activity, and observable changes in [...***...]. Body weights will be recorded [...***...].


 


4.0 Referencies


 


Czechowicz A, Kraft D, Weissman IL, Bhattacharya
D. Efficient transplantation via antibody-based clearance of hematopoietic stem cell niches. Science 2007;318:1296-9.


 


Chhabra, A. Ring, A.M., Weiskopf, K, Schnorr,
P.J., Hematopoietic stem cell transplantation in immunocompetent hosts without radiation or chemotherapy. Science Translational Medicine.
2016; 8(351) 351ra105.


 


Kwon HS, Logan AC, Chhabra A, et al., Anti-human
CD117 antibody-mediated bone marrow niche clearance in nonhuman primates and humanized NSG mice. Blood 2019;133:2104-8.


 


Agarwal R, Dvorak CC, et al., Toxicity-free Hematopoietic
stem cell engraftment achieved with anti-CD117 monoclonal antibody conditioning. Biology of Blood and Marrow Transplantation 2019;25
(3):S92.


 


Liu J, Wang L, et al., Pre-clinical development
of a humanized anti-CD47 antibody with anti-cancer therapeutic potential. Plos One 2015 DOI:10.1371/journal.pone.0137345


 

 


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