Exhibit
10.23


 


[***]
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not
material and the registrant customarily and actually treats as private and confidential. 


 


LICENSE
AGREEMENT


 


This
License Agreement (including any exhibits attached hereto, this “Agreement”) is made and is effective on the
Effective Date between Century Therapeutics, Inc., a Delaware corporation (“Century”) having an address at
54 West 21st Street, Suite 408, New York, NY 10010 USA and FUJIFILM Cellular Dynamics Inc., a Wisconsin corporation (“CDI”)
having an address at 525 Science Drive, Madison, WI 53711 USA. Century and CDI are each referred to as a “Party”
and collectively referred to as the “Parties.”


 


Recitals


 


WHEREAS,
Century is a biotechnology company interested in development and commercialization of cancer immunotherapy products based
on T cells, NK cells, dendritic cells, and macrophages derived from human iPSCs (as defined below) exclusively manufactured by
CDI, subject to the terms and conditions of this Agreement;


 


WHEREAS,
CDI possesses and controls certain patent rights related to the reprogramming of human somatic cells to iPSCs; and


 


WHEREAS,
Century wishes to obtain, and CDI wishes to grant to Century, a non- exclusive license under the Licensed Patent Rights (as
defined below) for the research, development and commercialization of the Licensed Products (as defined below) in the Territory
(as defined below) within the Field (as defined below), with the right to grant sublicenses as set forth herein, in all cases
subject to the terms and conditions of this Agreement;


 


NOW
THEREFORE, CDI and Century, intending to be legally bound, agree as follows:


 


Article
1 


Definitions


 


1.1         “Abandoned Indication” shall have the meaning set forth in Section 9.6


 


1.2         “Affiliate” means, with respect to a Party, any Person that controls, is controlled by, or is under common
control with such Party. For purposes of this Section 1.2, “control” shall refer to (a) in the case of a Person
that is a corporate entity, direct or indirect ownership of more than fifty percent (>50%) of the stock or shares having the
right to vote for the election of directors of such Person and (b) in the case of a Person that is not a corporate entity, the
possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of such Person,
whether through the ownership of voting securities, by contract or otherwise.


 


1.3         “Bankruptcy Code” has the meaning set forth in Section 2.7(a).


 


1.4         “BLA” means a Biologics License Application as defined in the United States Federal Food, Drug, and Cosmetic
Act and the regulations promulgated thereunder (21 C.F.R. §§ 314 et seq).




    1 


     


    

1.5           “Business Days” means a day that is not a Saturday, Sunday or a day on which banking institutions in Boston,
Massachusetts or Wisconsin are authorized by Law to remain closed.


 


1.6           “Calendar Year” means each successive period of twelve (12) months commencing on January 1 and ending on December
31; provided, however, that the first Calendar Year hereunder shall commence on the Effective Date and the final Calendar
Year hereunder shall end on the effective date of termination or expiration of this Agreement.


 


1.7           “Change of Control Event” means (i) the sale or disposition of all or substantially all the assets of the Century
or its direct or indirect parent corporation; (ii) the reorganization, merger, consolidation, or similar transaction involving
the Century or its direct or indirect parent corporation which results in the voting securities of such entity outstanding immediately
prior to that transaction ceasing to represent at least fifty percent (50%) of the combined voting power of the surviving entity
immediately after such transaction; (iii) the acquisition in one or more transactions by any “person”, as that term
is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
together with any of such person’s “affiliates” or “associates”, as such terms are used in the Exchange
Act, of fifty percent (50%) or more of the outstanding shares of the voting capital stock of the Century or its direct or indirect
parent corporation (excluding any employee benefit plan or related trust sponsored or maintained by that entity); or (iv) any
event or series of events in which the individuals who are the directors of the Century or its direct or indirect parent corporation
as of the Effective Date (“Incumbent Directors”) cease for any reason to constitute at least fifty percent
(50%) of the board of directors of that entity; provided, however, that if any new director is approved by a vote of at
least fifty percent (50%) of the Incumbent Directors, such new director will be considered an Incumbent Director.


 


1.8           “Collaboration Agreement” means a master collaboration agreement to be entered into the Parties pursuant to
Section 3.5.


 


1.9           “Commercialize” means to engage in any and all activities directed to transporting, storing, marketing, detailing,
promoting, distributing, importing, exporting, using, offering to sell or selling a product.


 


1.10         “Commercially Reasonable Best Efforts” means efforts consistent with the efforts and resources as commonly
used by a pharmaceutical or biotechnology company, as applicable, of comparable size and resources of such Party for a product
at a similar stage of research, development or commercialization having similar product characteristics at a similar stage in
its development or product life, taking into account relevant factors including patent coverage, relative safety and efficacy,
product profile, the competitiveness of the marketplace, the proprietary position of such product, the regulatory structure involved,
the market potential of such product and other relevant factors, including comparative technical, legal, scientific, medical and/or
economic factors, all as measured by the facts and circumstances in effect at the time when the relevant activities are conducted.


 


1.11         “Confidential
Information” means any confidential or proprietary information furnished by one Party (or its Affiliate) to the other Party
(or its Affiliate) in connection with this



    -2-


     


    


 



Agreement,  whether during the Term or prior to the execution hereof, provided that
such information is (a) specifically designated as confidential at the time of disclosure or confirmed as confidential within ten
(10) Business Days of disclosure, (b) reasonably identifiable by an individual familiar with the industry as confidential or
proprietary or (c) accompanied by correspondence indicating such information is exchanged in confidence between the Parties. Without
limiting the generality of the foregoing, Confidential Information includes:


 


(a)              
non-public information disclosed by Century to CDI in reports submitted by Century to CDI pursuant to Section 3.2;


 


(b)              
non-public information disclosed by Century to CDI relating to patent application prosecution files for the Licensed Patent Rights;


 


(c)              
any information that constitutes “Confidential Information” under that certain Mutual Non-disclosure Agreement, dated
February 14, 2018, by and between CDI, Fujifilm and Versant Venture Management, LLC (“Versant”) (which for
purposes of this Agreement, any “Confidential Information” of Versant shall be considered the Confidential Information
of Century hereunder);


 


(d)              
the terms of this Agreement and WARF License Agreement;


 


(e)              
the Development Plan and the Development Report;


 


(f)                  
the royalty accounting reports set forth in Section 4.1 (c)(iii); and


 


(g)              
non-public information in relation to the Licensed Patent Rights.


 


1.12         “Controlled” means, with respect to Patent Rights as such relates to a Party or its Affiliates, that such Party
or applicable Affiliate owns or has a license or sublicense to such Patent Rights and has the legal right to grant a license or
sublicense, including having received any necessary Third Party consents, to such Patent Rights to the other Party as provided
for in this Agreement, or has the ability to assign its right, title and interest in and to such Patent Rights to the other Party,
without violating the terms of any agreement or other arrangement with any Third Party. Notwithstanding the foregoing, with respect
to any Patent Right acquired or in- licensed for which a Party would be required to make payments to any Third Party in connection
with the license or access granted to the other Party under this Agreement, such Patent Right will only be treated as “Controlled”
by the licensing Party pursuant to the terms of Article 2.


 


1.13         “Derivative Materials” means Reprogrammed iPS Cell Derivative Materials.


 


1.14         “Development” and “Developments” means (i) Derivative Materials; (ii) any inventions, discoveries
or developments, whether patentable, that are conceived of, reduced to practice, discovered, tested or developed through the use
of the inventions of the Licensed Patent Rights, Reprogrammed iPS Cells or Derivative Materials; and (iii) any compositions, products
or other materials in which the Reprogrammed iPS Cells or Derivative Materials were used in any way in their discovery or testing.



    -3-


     


    

1.15         “Development Plan” has the meaning as set forth in Section 3.3 of Differentiation License Agreement.


 


1.16         “Development Report” means the written report of Century’s (or its Sublicensee(s)’) progress under
the Development Plan, or since the previously submitted Development Report, as provided under Section 3 having at least the information
specified on Exhibit C of this Agreement.


 


1.17         “Differentiation License Agreement” means a certain agreement entered into between the Parties on Effective
Date under which CDI grants an exclusive license to Century under certain patent rights and know-how related to human iPSC-derived
T cells, NK cells, dendritic cells, and macrophages under the terms and conditions set forth therein.


 


1.18         “DMF” means a drug master file and all equivalents, and related proprietary dossiers, in any country or jurisdiction
for the Licensed Products with appropriate information related to the reprogramming of human somatic cells to iPSCs for the regulatory
submission for the Licensed Product and the development of the Licensed Products.


 


1.19         “Effective Date” shall have the meaning set forth in Section 9 of this Agreement.


 


1.20         “European Union” or “E.U.” means the economic, scientific, and political organization of
member states known as the European Union, as its membership may be altered from time to time, and any successor thereto, and
includes, for purposes of this Agreement, Great Britain (whether Great Britain is a member of the E.U. or not).


 


1.21         “Exploit” or “Exploitation” shall mean, with respect to a particular Licensed Product, to
make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, import, and have imported, including
to research, develop, Commercialize or otherwise exploit, such Licensed Product, provided, however “Exploit” or “Exploitation”
does not include any activities to make or have made human iPSC by reprogramming of human somatic cells into iPSC.


 


1.22         “FDA” means the United States Food and Drug Administration and any successor agency thereto.


 


1.23         “Field” means any cancer immunotherapeutic use in humans and subject to a prior written agreement between the
Parties pursuant to Section 10.6, any other use.


 


1.24         “Fujifilm” means Fujifilm Corporation.


 


1.25         “ICC” shall have the meaning set forth in Section 10.11(b).


 


1.26         “Indemnified Party” shall have the meaning set forth in Section 8.3.


 


1.27         “Indemnifying Party” shall have the meaning set forth in Section 8.3.


 


1.28         “Intellectual
Property” means ideas, concepts, discoveries, inventions, developments, Know-How, trade secrets, techniques, methodologies,
modifications, innovations,


    -4-


     


    

 


improvements,
writings, documentation, electronic code, data and rights (whether or not protectable under state, federal or foreign patent, trademark,
copyright or similar laws) or the like, whether or not written or otherwise fixed in any form or medium, regardless of the media on which
contained and whether or not patentable or copyrightable. 


 


1.29         “iPSC(s)” means human induced pluripotent stem cell(s), including T-cell- derived induced pluripotent stem
cell(s) (TiPSC).


 


1.30         “Know-How” means any and all commercial, technical, regulatory, scientific and other know-how and information,
knowledge, technology, materials (including biological and chemical materials), methods, processes, practices, standard operating
procedures, formulae, instructions, skills, techniques, procedures, assay protocols, experiences, ideas, technical assistance,
designs, drawings, assembly procedures, specifications, regulatory filings, data and results (including biological, chemical,
pharmacological, toxicological, pharmaceutical, physical and analytical, pre-clinical, clinical, safety, regulatory, manufacturing
and quality control data and know-how, including study designs and protocols), whether or not confidential, proprietary or patentable,
in written, electronic or any other form.


 


1.31         “Law” means all laws, statutes, rules, codes, regulations, orders, judgments or ordinances applicable to a
Party, this Agreement or the activities contemplated hereunder.


 


1.32         “Licensed Patent Rights” means (i) those patent and patent applications listed on Exhibit B and (ii) Patent
Rights Owned by CDI at any time during the Term that are (a) related to reprogramming of human cells to iPSCs and (b) reasonably
essential to Exploit a Licensed Product.


 


1.33         “Licensed Product” means cancer immunotherapy products (for the treatment of cancer in humans) consisting of
cells that are or are modifications of T cells, NK cells, dendritic cells, and macrophages derived from human iPSC (including
TiPSC) exclusively manufactured by CDI. For the sake of clarity, such “modifications” exclude materials or substances
extracted, isolated from, or secreted by, such modified or unmodified cells.


 


1.34         “Non-Commercial Research Purposes” means use of the technology for internal academic research purposes or other
internal not-for-profit or scholarly purposes not involving the use of the technology to perform services for a fee or for the
production or manufacture of products for sale to third parties.


 


1.35         “Owned” means, with respect to patents, patent applications that a Person owns, solely or jointly, in each
case with the ability to grant a right, license, or access to such material, information or Intellectual Property right to another
Person on the terms and conditions set forth herein, without violating the terms of any agreement or other arrangement with any
of such Person’s Affiliates and/or Third Party(ies). “Ownership” has the correlative meaning.


 


1.36         “Patent
Rights” means with respect to any patents or patent applications, (a) such patents or patent applications; (b) patents
issuing from such patent applications; (c) substitutions, divisionals, renewals, continuations or continuations-in-part (only
to the extent of claims that are entitled to the priority date of the parent application); (d) patents of addition, restorations,
extensions, supplementary protection certificates, registration or confirmation patents, patents



    -5-


     


    


 



resulting from post-grant proceedings, re-issues and re-examinations; (e) other patents or patent applications claiming and entitled
to claim priority to (i) such patents and patent applications specified in (a), (b), (c) or (d) or (ii) any patent or patent
application from which such patents and patent applications specified in (a), (b), (c) or (d) claims and is entitled to claim
priority; (f) all rights of priority attendant to such listed in (a) through (e); and (g) in each case of such patents and patent
applications described in (a) through (e), including all counterparts and foreign equivalents thereof filed in any country,
territory or jurisdiction in the world.


 


1.37         “Person” means any natural person or any corporation, company, partnership, joint venture, firm or other entity,
including a Party, or any government or agency or political subdivision thereof.


 


1.38         “Regulatory Approval” means, with respect to a country or territory, the approvals (including any applicable
governmental price and reimbursement approvals), licenses, registrations or authorizations of Regulatory Authorities necessary
for the commercialization of a pharmaceutical product in such country or territory, including, as applicable, approval of an BLA
or comparable filing in the United States or approval of a comparable filing in any other country or jurisdiction.


 


1.39         “Regulatory Authority” means a federal, national, multinational, state, provincial or local regulatory agency,
department, bureau or other governmental entity with authority over the testing, manufacture, use, storage, import, promotion,
marketing or sale of a product in the applicable country.


 


1.40         “Reprogrammed iPS Cells” means cells obtained or created by changing the state of a cell to a state of pluripotency
using methods or materials that would otherwise constitute infringement of any of the claims of the Licensed Patent Rights.


 


1.41         “Reprogrammed iPS Cell Derivative Materials” means any compositions or materials derived from the use of Reprogrammed
iPS Cells, or produced by the use of Reprogrammed iPS Cells, or which incorporate wholly or partially Reprogrammed iPS Cells,
including without limitation, fully or partially differentiated cells or cell lines derived from Reprogrammed iPS Cells.


 


1.42         “SEC Filing” shall have the meaning set forth in Section 6.4(d).


 


1.43         “Selling
Price” means (a) in the case where Century transacts a sale with an end user (including an end user that is an
Affiliate), the invoice price to the end user of Licensed Products (regardless of uncollectible accounts) less any shipping
costs, allowances because of returned Licensed Products, or sales taxes; (b) in the case where Century transacts a sale with
a Third Party or an Affiliate for the purposes of enabling the Third Party or Affiliate to directly or indirectly resell or
distribute Licensed Products and where Century does not have the ability to know the price an end user pays to Third Party or
Affiliate, the average invoice price to the end user of that type of Licensed Product during the applicable calendar quarter
(regardless of uncollectible accounts) less any shipping costs, allowances because of returned Licensed Products, or sales
taxes; and (c) in the case where Century transacts a sale with a Third Party or an Affiliate for the purposes of enabling the
Third Party or Affiliate to directly or indirectly resell 



    -6-


     


    


 


or distribute Licensed Products and where Century does have the
ability to know the price an end user pays to Third Party or Affiliate, the invoice price to the end user of Licensed
Products (regardless of uncollectible accounts) less any shipping costs, allowances because of returned Licensed Products, or
sales taxes. The “Selling Price” for a Licensed Product that is transferred to a Third Party without charge or at
a discount, e.g., for promotional purposes, will be the average invoice price to the end user of that type of Licensed
Product during the applicable calendar quarter.


 


1.44         “Signing Date” means the date on which an authorized representative of either Party last executed this Agreement.


 


1.45         “Sublicensee” shall have the meaning set forth in Section 2.3(a).


 


1.46         “Term” means the term of this Agreement as provided in Section 9.1.


 


1.47         “Territory” means worldwide, excluding Japan and any country(ies) eliminated from the Territory pursuant to
Section 9.6.


 


1.48         “Third Party” means any Person other than a Party or any of its Affiliates.


 


1.49         “United States” or “U.S.” means the United States of America and its territories and possessions
(including the District of Columbia and Puerto Rico).


 


1.50         “WARF License Agreement” means the License Agreement, dated as of June 6, 2012, between Wisconsin Alumni Research
Foundation (“WARF”) and CDI, as amended.


 


1.51         “WARF Patent Rights” means the Licensed Patent Rights that are licensed to CDI by WARF under the WARF License
Agreement.


 


Article
2

 License Grant; Technology Transfer


 


2.1           License
Grants to Century. Subject to the terms and conditions of this Agreement and WARF License Agreement, CDI hereby grants to Century,
a non-exclusive, non- transferable (except in accordance with Section 10.3), royalty bearing, sublicensable (with limitation as
set forth in Section 2.3(a)) license under the Licensed Patent Rights to Exploit the Licensed Products within the Field in the
Territory. Notwithstanding any term or implication herein to the contrary and for the sake of clarity, the foregoing license excludes
any license or right under the Licensed Patent Rights (i) to manufacture, have manufactured, sell, have sold, offer for sale or have
offered for sale any product or service to any Third Party in furtherance of any research or development of a Licensed Product other
than a Licensed Product that is being researched, developed or Commercialized by or on behalf of Century or its Affiliates or Sublicensees,
or (ii) to grant any sublicense to any Third Party to manufacture, have manufactured, sell, have sold, offer for sale or have offered
for sale any product or service to any other Third Party in furtherance of any research or development of a Licensed Product other than
a Licensed Product that that is being researched, developed or commercialized by or on behalf of



    -7-


     


    


 


 Century or its Affiliates or
Sublicensees. License Grants to CDI. Subject to the terms and conditions of this Agreement, Century (on behalf of
itself and its Affiliates) hereby grants to, and will require its Sublicensee(s) to grant, to CDI the following licenses and
options:


 


(a)           a world-wide, non-exclusive, royalty-free, irrevocable, paid-up license, with the right to grant sublicenses, to WARF, the University
of Wisconsin, the WiCell Research Institute and the Morgridge Institute for Research, to make, have made, use and otherwise practice
Developments for Non-Commercial Research Purposes in organizations associated with either WARF or the University of Wisconsin;


 


(b)            a non-exclusive, non-transferable (except in accordance with Section 10.3), fully paid-up, sublicensable (with the ability
to sublicense through multiple tiers) license (i) to make, have made, use and otherwise practice Developments made by Century
or its Affiliates or Sublicensees in the Field outside the Territory or within the Territory in connection with Abandoned Indication
and (ii) to practice Developments to manufacture the Licensed Products in the Field worldwide; and


 


(c)            an option to obtain a non-exclusive, non-transferable (except in accordance with Section 10.3), sublicensable (with the
ability to sublicense through multiple tiers) license, under Intellectual Property Rights that are owned or controlled by a Third
Party and licensed to Century or its Affiliate to Exploit the Licensed Products in the Field outside the Territory or within the
Territory in connection with the Abandoned Indication, provided, however, in the event Century or its Affiliates or Subcontractors
are required to pay royalty for its sublicense to CDI and its Sublicensees the Parties will agree on an equitable apportionment
of any royalty between the Parties to reflect the fair value attributable to the use of such Intellectual Property Rights for
the Exploitation of the Licensed Products in each Party’s territory.


 


2.3.          Sublicensing.


 


(a)            Subject to the terms and conditions of this Agreement and WARF License Agreement, Century shall have the right to grant sublicenses
under the license granted to it under Section 2.1 to Affiliates and Third Parties (each, a “Sublicensee”)
through multiple tiers; provided that any such sublicense shall only be through one tier solely, if such sublicense includes
a sublicense of Licensed Patent Rights under the WARF License Agreement and the terms of such license require the consent of WARF
thereunder for Sublicensee to have further rights to sublicense; provided further that any sublicense shall be pursuant
to a written agreement and each sublicense shall be subject to terms and conditions no less restrictive than those set forth in
this Agreement. For the avoidance of doubt, each sublicense terminates automatically upon the termination of this Agreement.


 


(b)            Century shall have the same responsibility for the activities of any Sublicensee as if the activities were directly those of
Century. Century shall be responsible for each of its Sublicensees complying with all obligations of Century under this
Agreement that are applicable to sublicenses and any breach by a Sublicensee under any such sublicense shall be deemed to be
a breach of Century under this Agreement. Century will provide CDI with the name, contact information and address of each
Sublicensee, as well as information regarding the number of full-time employees of any such Sublicensee. Century will provide
to CDI copies of



    -8-


     


    


 


 each sublicense agreement and any amendments thereto within thirty (30) days of executing a sublicense. If
such sublicense includes a sublicense of Licensed Patent Rights under the WARF License Agreement and the terms thereof
promptly and without condition from such licensor its consent to such sublicense and shall provide Century with copies of all
communications with or from WARF promptly after transmission or receipt, as applicable, related to such efforts to obtain
consent.


 


(c)            If this Agreement is terminated for any reason other than by Century pursuant to Section 9.6, then, at the option of any
Sublicensee not in default of the applicable sublicense (or any provision of this Agreement applicable to such Sublicensee), a
terminating Party shall use Commercially Best Efforts to execute a possible direct license arrangement with such Sublicensee under,
and subject to the terms and conditions of, this Agreement.


 


2.4           Technical Support. CDI shall, or shall cause its Affiliates to, use Commercially Reasonable Best Efforts to provide Century
(including Century’s Affiliates) with the reasonably necessary technical support where reasonably necessary to allow Century
to Exploit the Licensed Products in the Field in the Territory pursuant to this Agreement. Further, CDI expressly agrees that
Century shall have the right to reference any DMF as required by a Regulatory Authority maintained, or that at any time during
the Term becomes maintained, by CDI in the ordinary course of business insofar as such DMF is necessary in connection with obtaining
any Regulatory Approval by Century or its Sublicensees for Licensed Products in the Field in the Territory. For clarification,
CDI may establish and maintain DMF with appropriate information for the regulatory submissions of Century, and its Sublicensees
for the Licensed Product and the Development of the Licensed Product in the Territory. Century expressly agrees that CDI shall
have the right to reference any DMF that are maintained, or that at any time during the Term becomes maintained, by Century and
its Sublicensees in the ordinary course of business relating to the Developments insofar as such information is necessary in connection
with obtaining any Regulatory Approval for Licensed Products in the Field outside the Territory.


 


2.5           No
Implied License. Except as explicitly set forth in this Agreement, neither Party shall acquire any license, intellectual property
interest or other rights, by implication or otherwise, in any Know-How or under any Patent Rights Owned or Controlled by the other
Party or its Affiliates.


 


2.6           WARF License Agreement.


 


(a)             Limitations
under the WARF License Agreement. The license set forth in Section 2.1 includes sublicenses under the WARF License Agreement.
CDI has, prior to the Effective Date, provided Century with copies of the WARF License Agreement (including all amendments). Century
acknowledges that its rights with respect to the WARF Patent Rights are subject to the terms and conditions of the WARF License Agreement,
including the field limitations and rights reserved to Third Parties. Century acknowledges that the license grant to CDI under the WARF
License Agreement (A) is limited to products or services that are used (x) as research tools in drug discovery and development of the
Licensed Products of Century or its Sublicensees, and (y) in the treatment of disease in humans, as applicable, and, therefore, that
the license grant to Century under Section 2.1 with respect to the WARF Patent Rights in-licensed by CDI pursuant to the WARF
License Agreement shall be only in such fields as to CDI’s rights 



    -9-


     


    


 


to such WARF Patent Rights, and (B) such license is subject to rights retained by the
U.S. Government and the license grant to Century under Section 2.1 with respect to the Licensed Patent Rights
in-licensed by CDI pursuant to the WARF License Agreement is subject to the provisions of 37 C.F.R. Part 401 of the U.S.
Federal Regulations.


 


(b)         CDI hereby acknowledges and agrees to the extent permitted by applicable law that CDI will not [***].


 


(c)         Covenants Regarding the WARF License Agreements CDI agrees that during the Term:


 


(i)            CDI shall not modify, amend or terminate any of its rights or obligations under the WARF License Agreement to Century’s
disadvantage without Century’s prior written consent which consent shall not be unreasonably withhold, delayed or conditioned.
CDI shall provide Century with a copy of any modified or amended the WARF License Agreement;


 


(ii)            To the extent CDI has not disclosed to Century CDI’s non- compliance with the WARF License Agreement, as of the Effective
Date, CDI shall promptly notify Century if CDI knows or reasonably believes that it will not be able to comply with the terms
and conditions of the WARF License Agreement;


 


(iii)             CDI shall furnish Century with copies of all notices received by CDI relating to any alleged breach by CDI under the WARF License
Agreement within ten (10) Business Days after CDI’s receipt thereof; in addition, if CDI should at any time breach an the
WARF License Agreement or become unable to timely perform its obligations thereunder, CDI shall immediately notify Century unless
Century has not been advised of similar types of CDI’s non-performance of the WARF License Agreement;


 


(iv)             If
CDI cannot cure or otherwise resolve any alleged breach under the WARF License Agreement, CDI shall so notify Century within [***]
of CDI’s first becoming aware of such inability, which shall not be less than [***] prior to the expiration
of the cure period under the WARF License Agreement; provided that CDI shall use commercially reasonable efforts to cure or
otherwise resolve any such alleged breach; and


 


(v)            Notwithstanding
any provision to the contrary CDI shall reserve its rights to terminate the WARF License Agreement with due cause at any
time during the 



    -10-


     


    


 


Term in which event CDI shall use Commercially Reasonable Best Efforts to cause WARF to enter into a direct
license with Century under the terms no less favorable than those under this Agreement. CDI shall not be held responsible for
terminating the WARF License Agreement so long as Century may enter into a comparable direct license with WARF with the
assistance of CDI.


 


2.7           Section
365(n) of the Bankruptcy Code


 


(a)     
All rights and licenses granted under or pursuant to any section of this Agreement are and will otherwise be deemed to be for
purposes of Section 365(n) of the United States Bankruptcy Code (Title 11, U.S. Code), as amended or any comparable Law outside
the United States (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined
in Section 101(35A) of the Bankruptcy Code. Each licensing Party agrees that a licensed Party, as licensee of such rights under
this Agreement, will retain and may fully exercise all of its rights and elections under the Bankruptcy Code or any other provisions
of Law outside the United States that provide similar protection for “intellectual property.” Any agreement supplemental
hereto will be deemed to be “agreements supplementary to” this Agreement for purposes of Section 365(n) of the Bankruptcy
Code.


 


Article
3 


Development,
Commercialization and Manufacture


 


3.1           Development and Commercialization. Century shall be solely responsible for developing, preparing any and all regulatory
filings for, obtaining Regulatory Approval of, and Commercializing Licensed Products in the Field and in the Territory, in its
sole discretion.


 


3.2           Diligence.
Century intends to develop the Licensed Products in the Field in the Territory throughout the Term of this Agreement. Century shall use
Commercially Reasonable Best Efforts, or shall cause one or more of its Sublicensees to use Commercially Reasonable Best Efforts, to
continue to pursue the development of Licensed Product [***].


 


3.3           Development Reports.


 


(a)          Century
shall provide Development Report that summarizes the status of research, development and Commercialization efforts, of Century
and its Sublicensees and activities with respect to Licensed Products, during each semi-annual period to CDI on or before thirty
(30) days from the end of corresponding semi-annual period ending June 30 and December 31 for which a report is due, and will
set forth in each Development Report sufficient detail to enable CDI (and WARF) to ascertain progress of Century and its Sublicensees
toward the requirements of the Development Plan. CDI and WARF reserves the right to audit records of Century and its Sublicensees
relating to the development activities required under this Agreement and the WARF License Agreement. Such record keeping and audit
procedures will be subject to the procedures and restrictions set forth in Section 6 for auditing the financial records of Century
and its Sublicensees.




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(b)         Century acknowledges that any failure by Century or its Sublicensees, to reasonably implement the Development Report, or to make
timely submission to CDI and Century of any Development Report, or the providing of any false information to CDI and WARF regarding
development activities of Century and its Sublicensees hereunder, will be a Material Breach of the terms of this Agreement, subject
to the right to cure under Section 9.2.


 


(c)         Century further agrees to and warrants that it or its Sublicensees will reach the following “Milestones” with respect
to development of Licensed Product:


 


(i)             [***]; and


 


(ii)            [***].


 


3.4           Manufacture.


 


(a)         During the Term and subject to this Section 3.4. CDI (and its Affiliates) shall have the exclusive right to manufacture
and supply iPSC to Century for [***] beginning on the Effective Date. If at any time following [***] of the
Effective Date, Century wishes to have a Third Party manufacture human iPSC (including TiPSC), Century shall discuss with CDI
in good faith the possibility of using such Third Party to manufacture human iPSC (including TiPSC), provided that Century
shall have the sole discretion to determine whether to use CDI or such Third Party for such manufacture of iPSC (including TiPSC).
In the event that Century elects to use a Third Party manufacturer, CDI hereby agrees to amend the terms of this Agreement without
delay to provide Century, its Affiliates and Sublicensees with the necessary licenses under the Licensed Patent Rights for the
Exploitation of such products, including amending the definition of “Licensed Product” to remove the limitation that
iPSC be exclusive manufactured by CDI. The Parties shall negotiate in good faith as soon as reasonably practical the terms of
a manufacturing and supply agreement under which CDI or its Affiliate would itself manufacture and supply iPSC (a “Supply
Agreement”) and the terms of a quality agreement which would provide the responsibilities of Century and CDI or its
Affiliates for quality assurance of human iPSC (including TiPSC) and the Licensed Products referenced in the Supply Agreement
(a “Quality Agreement”).


 


(b)         The Supply Agreement and Quality Agreement shall each contain terms and conditions that are commercially reasonable given the
terms of the Parties’ collaboration under this Agreement, including manufacturing capacity, quantity, forecasting, timeliness
of delivery, quality, cost, and failure of supply that are consistent with prevailing industry standards for Third Party contract
manufacturing agreements for comparable products.


 


(c)         The Supply Agreement shall provide:


 


(i)             CDI’s
(and its Affiliates) exclusive right to manufacture and supply human iPSC (including TiPSC) to Century and its Sublicensees:




    -12-


     


    

(ii)            CDI’s (and its Affiliates or contractors) obligations to perform manufacturing activities in a good scientific manner and
in compliance in all material respects with all applicable Law; and


 


(iii)             Century’s ability to manufacture by itself or through its Affiliate, or to grant to a Third Party manufacturer the right
to manufacture, the Licensed Products in minimal quantities necessary to prevent a supply interruption in the event of a non-supply
event upon Century’s request.


 


3.5           Collaboration
Agreement


 


(a)         Within two (2) months from the Effective Date the Parties will use Commercially Reasonable Best Efforts to enter into a Collaboration
Agreement, which shall include among other things the terms set forth on Exhibit A as well as other customary terms. Century acknowledges
that any material breach by Century of the Collaboration Agreement, including its failure to pay consideration under the Collaboration
Agreement will constitute a Material Breach, subject to the termination right under Section 9.2(c).


 


(b)         If the Collaboration Agreement is not entered into between the Parties within two (2) months from the Effective Date for any reasons,
Century shall pay CDI the amount of [***] which is non-refundable and creditable towards any and all amounts due under the Collaboration
Agreement, which such [***] amount shall be due in three (3) equal installments according to the following schedule:


 


(i)             on the day that is two (2) month after the Effective Date;


 


(ii)            on the first anniversary of the payment day set forth in clause (i); and


 


(iii)             on the second anniversary of the payment day set forth in clause (ii).


 


(c)         Century acknowledges that any failure by Century or its Sublicensees, of the payment set forth in Section 3.5(b) will constitutes
a Material Breach, subject to the termination right under Section 9.2(c).


 


Article
4 


Consideration,
Record Keeping


 


4.1           Consideration.


 


(a)         WARF Royalties.


 


(i)            As
consideration for the license and other rights granted to Century hereunder, Century shall pay to CDI royalties required pursuant to
the terms of the WARF License Agreement with respect to any Licensed Product that is



    -13-


     


    


 



covered by a WARF Patent Right as follows: [***] on the Selling Price of all Licensed Products. The royalty obligations of Century
shall commence on first commercial sale of a Licensed Product and continue on a Licensed Product-by- Licensed Product and
country-by-country basis, until the expiration or termination of the last to expire WARF Patent Right that covers such Licensed
Product in such country. Upon expiration of the royalty obligations hereunder with respect to the WARF Patent Rights, the license
granted to Century under Section 2.1 with respect to the WARF Patent Rights shall be become fully paid-up, perpetual and
irrevocable.


 


(ii)             If Century is required to make payments to a Third Party for a license or similar right to such Third Party’s patents, in
the absence of which right or license Century could not legally make, use or sell Licensed Products, then the royalty payable
under this Section will be reduced by [***] for each additional [***] of royalties payable to such Third Parties on that Licensed
Product; provided, however, that the adjusted royalty rate to CDI will be no less than [***] of the applicable royalty
rate payable to CDI under this Section 4.1(a)(ii) of this Agreement for such Licensed Products, even in cases where Section
4.1(b)(iii) below also applies.


 


(iii)            In the event that the sale, lease, or other transfer by Century of Licensed Products under this Agreement also requires payment
to CDI of royalties under any other agreement between CDI and Century, the cumulative earned royalties owed to CDI for that Licensed
Product under all such agreements will not exceed the single highest royalty as set forth in those agreements. Century will pay
to CDI royalties under all such agreements individually and on a pro rata basis. (For example, if Century owes to CDI a
[***] earned royalty under this Agreement and a [***] earned royalty under a separate agreement, the cumulative royalties owed
to CDI will be [***], but will be paid proportionately under each agreement in payments of [***] under this Agreement and [***]
on the other.)


 


(iv)            In cases where Century and CDI agree that Century may develop and Commercialize cancer immunotherapy product based on human iPSC
manufactured by a Third Party other than CDI (or its Affiliate) and Century Exploits such product that is covered by the Licensed
Patent Rights, Century shall pay to CDI royalties of [***] on the Selling Price of such products. In such case, such adjusted
royalty rate to CDI as provided in Section 4.1(b)(ii) above will not apply to the rate of [***].


 


(b)         
WARF Milestone Fees.


 


As
additional consideration for the license and other rights granted to Century hereunder, Century shall pay to CDI the amounts detailed
below within twenty (20) days of the achievement of the corresponding milestones for each Licensed Product developed by or for
Century or its Sublicensees in the Field in the Territory as set forth in Section 3.3(c).



 







	Milestone	WARF
    Milestone Fee




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	Filing
    an Investigational New Drug application (or an equivalent) for a Licensed Product by Century or its Sublicensees with the
    FDA	[***]
	File
    a BLA (or an equivalent) for a Licensed Product by Century or its Sublicensees with the FDA	[***]
	Achievement
    by Century or its Sublicensees of [***] in total Selling Price on a single Calendar Year for each Licensed Product.	[***]




 


(c)         Accounting: Payments.


 


(i)             Amounts owing to CDI under Section 4.1(a) of this Agreement will be paid on a quarterly basis, with such amounts due and
received by CDI on or before the thirtieth (30th) day following the end of the calendar quarter ending on March 31,
June 30, September 30 or December 31 in which such amounts were earned. The balance of any amounts which remain unpaid more than
thirty (30) days after they are due to CDI will accrue interest until paid at the rate of the lesser of one percent (1%) per month
or the maximum amount allowed under applicable law. However, in no event will this interest provision be construed as a grant
of permission for any payment delays.


 


(ii)            Except as otherwise directed, all amounts owing to CDI under this Agreement will be paid in U.S. dollars. All royalties owing
with respect to the Selling Prices are stated in currencies other than U.S. dollars will be converted at the rate shown in the
Federal Reserve Noon Valuation - Value of Foreign Currencies on the day preceding the payment. All payments due under this Agreement
will be made without deduction for taxes, assessments, or other charges of any kind which may be imposed on CDI or WARF with respect
to any amounts payable to CDI or WARF pursuant to this Agreement. All such taxes, assessments, or other charges will be assumed
by Century or its Sublicensee(s). If any deduction or withholding is required by law, Century shall pay to CDI such amount as
will, after the deduction or withholding has been made, leave CDI with the same amount as it would have been entitled to receive
without such deduction or withholding.


 


(iii)             A full accounting showing how any amounts owing to CDI under Section 4.1(b) have been calculated will be submitted to CDI
on the date of each such payment. Such accounting will be on a per-country and Licensed Product line, model or tradename basis
and will be summarized on the form shown in Exhibit C of this Agreement. In the event no payment is owed to CDI, a statement setting
forth that fact will be supplied to CDI.


 


4.2           Recordkeeping.


 


(a)         Century
and its Sublicensee(s) will keep books and records sufficient to verify the accuracy and completeness of Century’s, and its Sublicensee(s)’s
accounting referred to above, including without limitation inventory, purchase and invoice records relating to any Licensed Products
sold under this Agreement. In addition, Century will keep books and records sufficient to verify the accuracy and completeness of Century’s
Development Report. Such documentation may include, but is not limited to, invoices for studies, laboratory notebooks, 



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internal job cost records,
and filings made to the Internal Revenue Department to obtain tax credit, if available, for research and development. All
such books and records will be preserved for a period not less than six (6) years after they are created during and after the
Term of this Agreement.


 


(b)         Century and its Sublicensee(s) will take all steps reasonably necessary so that CDI and WARF may, within thirty (30) days of its
request, review Century’s and its Sublicensee(s)’s books and records to allow CDI and WARF to verify the accuracy
of Century’s and its Sublicensee(s)’s Development Report and the payments made by Century and its Sublicensee(s) to
CDI. Such review will be performed no more than annually and by an attorney or registered CPA and scientific expert designated
by CDI at CDI’s expense upon reasonable notice and during regular business hours.


 


(c)         If a royalty payment deficiency is determined, Century and its Sublicensee(s), as applicable, will pay the royalty deficiency
outstanding within thirty (30) days of receiving written notice thereof, plus interest on outstanding amounts as described in
Section 4.1(b)(i). If a royalty payment deficiency for a Calendar Year exceeds the lesser of [***] of the royalties paid
for that year or [***], then Century or its Sublicensee(s) will be responsible for paying out-of-pocket expenses incurred with
respect to such review by CDI and WARF.


 


Article
5


Intellectual Property Protection
and Related Matters


 


5.1           Ownership. As between the Parties, each Party or its Affiliates shall solely Own all Intellectual Property, including Patent
Rights related thereto, made, conceived, reduced to practice, or otherwise discovered, whether prior to, on or after the Effective
Date, solely by employees, agents and consultants of such Party or its Affiliates. For purposes of determining ownership under
this Section 5.1, inventorship shall be determined in accordance with the rules of inventorship under U.S. patent Laws.


 


5.2           Patent Term Extensions. As between the Parties, CDI shall have the sole right to obtain patent term extensions or supplemental
protection certificates or their equivalents with respect to any Licensed Product in the Field, including with respect to any
Licensed Patent Right worldwide and Century shall reasonably cooperate with CDI and WARF in connection therewith.


 


5.3           Third Party Infringement Each Party shall notify the other Party promptly of any knowledge it acquires of any actual or
potential infringements of the Licensed Patent Rights with respect to any activities of a Third Party in the Field in any country
in the world and shall provide the other Party with all available evidence regarding such known or suspected infringement or unauthorized
use. Notwithstanding any provision to the contrary CDI is not obligated to enforce the Licensed Patent Rights against such Third
Party.


 


5.4           Defense
of Infringement Claims. If the manufacture, sale or use of a Licensed Product pursuant to this Agreement results in, or may result
in, any claim, suit, or proceeding by a Third Party alleging patent infringement by Century (or its Affiliates or



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Sublicensees),
Century shall promptly notify CDI thereof in writing. Century or its Affiliates or Sublicensees shall have the exclusive right to defend
and control the defense of any such claim, suit or proceeding at its own expense, using counsel of its own choice; provided, however,
that Century and its Affiliates and Sublicensees shall afford CDI and WARJF an opportunity to participate in such defense at their own
cost and expense and shall not enter into any settlement which admits or concedes that any aspect of Licensed Patent Rights are invalid
or unenforceable without the prior written consent of CDI, not to be unreasonably withheld. Century shall keep CDI reasonably informed
of all material developments in connection with any such claim, suit, or proceeding.


 


5.5           Patent
Invalidity Claim.  During the Term, each Party shall promptly notify the other Party in the event of any legal or administrative
action by any Third Party against a Licensed Patent Right of which such Party becomes aware, including any nullity, revocation,
reexamination or compulsory license proceeding or similar proceeding.


 


5.6           Patent Marking. Century agrees to comply with the patent marking statutes in each country in which Licensed Products are
sold by or on behalf of Century and/or its Affiliates or Sublicensees.


 


5.7           Contest of Validity.


 


(a)         Century, its Affiliates and its Sublicensee(s) must provide CDI at least three (3) months prior written notice before filing any
action that contests the validity of any Licensed Patent Rights during the Term of this Agreement.


 


(b)         In the event Century, its Affiliates or its Sublicensee(s) files any action contesting the validity of any Licensed Patent Rights,
the filing party will pay a royalty rate of [***] times the royalty rate specified in Section 4.1 of this Agreement for
all Licensed Products sold during the pendency of such action. Moreover, should the outcome of such contest determine that any
claim of a Licensed Patent Right challenged is valid and would be infringed by a Licensed Product sold by Century (or its Affiliates
or its Sublicensee(s), if such Sublicensee filed the action) if not for the license granted by this Agreement, Century (or its
Affiliates, its Sublicensee(s), if such Sublicensee filed the action) will thereafter, and for the remaining Term of this Agreement,
pay a royalty rate of [***] times the royalty rate specified in Section 4.1 of this Agreement.


 


(c)         In the event that Century, its Affiliates, or its Sublicensee(s) contests the validity of any Licensed Patent Rights during the
Term of this Agreement, Century agrees (and will require its Affiliates and its Sublicensee(s) to agree) to pay to CDI all royalties
due under the Agreement during the period of challenge. For the sake of clarity, such amounts will not be paid into any escrow
or other account, but directly to CDI, and will not be refunded.


 


Article
6

Confidentiality




 



    -17-


     


    


 








6.1           Confidential Obligations. Each Party shall (a) maintain in strict confidence the Confidential Information of the other
Party to the same extent such Party maintains its own confidential information, but in no event less than a reasonable degree
of care, (b) not disclose such Confidential Information to any Third Party without the prior written consent of the other Party
(except as permitted pursuant to Section 6.3 below), and (c) not use such Confidential Information for any purpose except
those expressly permitted by this Agreement. The obligations of confidentiality, non-disclosure and non-use under this Section
6.1 shall be in full force during the Term and for a period of [***] thereafter. Except as may be authorized in advance
in writing by CDI, Century will only grant access to CDI’s Confidential Information to its Affiliates, its Sublicensee(s)
and those officers and employees of Century, its Affiliates and its Sublicensee(s) involved in research relating to the Licensed
Patent Rights. Century will require its Affiliates and its Sublicensee(s) and all such officers and employees to be bound by terms
of confidentiality no less restrictive than those set forth in this Article 6. Century, its Affiliates and its Sublicensee(s)
will not use any Confidential Information including, but not limited to, for the purpose of claiming priority to the Licensed
Patent Rights in any patent prosecution. As between the Parties, Confidential Information of WARF, including the WARF License
Agreement shall be deemed to be CDI’s Confidential Information Each Party, upon the request of the other Party, will return
all copies of or destroy (and certify such destruction in writing) the Confidential Information disclosed or transferred to it
by the other Party pursuant to this Agreement, within sixty (60) days of such request or, if earlier, the termination or expiration
of this Agreement.


 


6.2           Exceptions to Confidentiality. Notwithstanding the foregoing, the obligations of confidentiality set forth in Section
6.1 shall not apply to information that, in each case as demonstrated by competent written documentation:


 


(a)         is publicly disclosed or made generally available to the public by the disclosing Party, either before or after it becomes known
to the receiving Party;


 


(b)         was known to the receiving Party, without any obligation to keep it confidential, prior to the date of first disclosure by the
disclosing Party to the receiving Party, as shown by the receiving Party’s files and records;


 


(c)         is subsequently disclosed to the receiving Party by a Third Party lawfully in possession thereof without obligation to keep it
confidential and without a breach of such Third Party’s obligations of confidentiality;


 


(d)         has been publicly disclosed or made generally available to the public other than through any act or omission of the receiving
Party or its Affiliates in breach of this Agreement; or


 


(e)         has
been independently developed by the receiving Party without the aid, application or use of the disclosing Party’s Confidential
Information (the competent written proof of which must be contemporaneous with such independent development).




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6.3           Authorized
Disclosure. Notwithstanding Section 6.1, a Party may disclose Confidential Information of the other Party to the extent
such disclosure is reasonably necessary in the following instances:


 


(a)         Prosecuting and Maintaining Patent Rights in accordance with this Agreement; provided that the non-filing Party whose Confidential
information is being disclosed is given a reasonable opportunity to review the proposed disclosure of such Confidential Information
and the filing Party considers in good faith any comments provided by the non-filing Party;


 


(b)         communicating and making filings with Regulatory Authorities or otherwise complying with applicable Laws or submitting information
to tax or other governmental authorities, including referencing any DMF in accordance with Section 2.4; provided that if
a Party is required by Law to make any public disclosure of Confidential Information of the other Party, to the extent it may
legally do so, it will give reasonable advance written notice to the other Party of such disclosure and will use its reasonable
efforts to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective
orders or otherwise), and shall disclose only that portion of the Confidential Information which is legally required to be disclosed;


 


(c)         to the extent mutually agreed to in writing by the Parties; or


 


(d)         to WARF to the extent necessary to perform CDI’s obligations under the WARF License Agreement.


 


6.4           Press Releases and Other Permitted Disclosures.


 


(a)         CDI and Century each agree not to disclose any of the terms and conditions of this Agreement to any Third Party, except as described
below in this Section 6.4 or as otherwise agreed in writing by the Parties. The Parties have agreed on a press release
to be issued by Century announcing this Agreement after the Effective Date in substantially the form set forth in Exhibit D; provided
that the timing of the publication and release of such press release shall be agreed to by the Parties. Each Party shall have
the right to disclose the existence of this Agreement, including that Century has received a license to CDI’s Licensed Patent
Rights. Subject to the other provisions of this Agreement, no press release, public statement or public disclosure concerning
the existence or terms of this Agreement shall be made, either directly or indirectly, by either Party without the prior written
approval of the other Party. Once any public statement or public disclosure has been approved in accordance with this Section
6.4, then either Party may appropriately communicate information contained in such permitted statement or disclosure.


 


(b)         Century
may disclose the terms and conditions of this Agreement on a strictly need-to-know basis to (i) its Affiliates, employees, consultants,
independent contractors, agents or professional advisors (including attorneys, accountants and actual and prospective investment
bankers), (ii) actual or potential investors, lenders, Sublicensees, licensees, licensors, or collaborators, but only with the
express prior written consent of CDI, which shall not be unreasonably conditioned, delayed or withheld (and, for clarity, the
conditioning of such consent 



    -19-


     


    


 


on only a redacted copy of this Agreement approved by CDI being disclosed to any of the foregoing
persons in this clause (ii) shall not automatically be deemed to be unreasonable) or (iii) acquirers or merger partners that have
entered into a letter of intent or are actively negotiating a definitive acquisition or merger agreement with Century; in each
case under the foregoing clause (i), (ii) or (iii), under obligations of confidentiality at least as restrictive as those set
forth herein, and solely in connection with Century performing its obligations or exercising its rights under this Agreement or
for the purpose of assisting the recipient with evaluating and entering into a transaction with Century.


 


(c)         CDI may disclose the terms and conditions of this Agreement on a strictly need-to-know basis to (i) its Affiliates, employees,
consultants, independent contractors, agents or professional advisors (including attorneys, accountants and actual and prospective
investment bankers), (ii) actual or potential investors, lenders, licensors, licensees, or collaborators, but except in the case
of CDI’s licensors of any of the Licensed Patent Rights (to which this clause does not apply), only with the express prior
written consent of Century, which shall not be unreasonably conditioned, delayed or withheld (and, for clarity, the conditioning
of such consent on only a redacted copy of this Agreement approved by Century being disclosed to any of the foregoing persons
in this clause (ii) shall not automatically be deemed to be unreasonable), or (iii) acquirers or merger partners that have entered
into a letter of intent or are actively negotiating a definitive acquisition or merger agreement with CDI; in each case under
the foregoing clause (i), (ii) or (iii), under obligations of confidentiality at least as restrictive as those set forth herein,
and solely in connection with CDI performing its obligations or exercising its rights under this Agreement or for the purpose
of assisting the recipient with evaluating and entering into a transaction with CDI.


 


(d)         Notwithstanding the foregoing provisions of this Article 6, a Party may disclose the existence and terms of this Agreement
or the Confidential Information of the other Party where required, as reasonably determined by the legal counsel of the disclosing
Party, by applicable Law, by applicable stock exchange regulation or by order or other ruling of a competent court or other governmental
authority, although, to the extent practicable, the other Party shall be given at least three (3) Business Days advance written
notice of any such legally required disclosure to comment and the disclosing Party shall reasonably consider such comments provided
by such other Party on the proposed disclosure. In case either Party is obliged to publicly disclose or file this Agreement as
a “material agreement” in accordance with applicable Law or applicable stock exchange regulations (“SEC Filing”),
this Agreement shall be redacted by the filing Party to the extent permissible upon the advice of legal counsel, and the filing
Party shall provide the other Party a copy of such redacted Agreement in advance of such SEC Filing to enable the other Party
to review and comment on the scope of such redaction; provided that the filing Party shall consider in good faith any comments
provided by such other Party.


 


Article
7 

Representations, Warranties and Covenants


 


7.1           Representations
of Authority. Each Party represents and warrants to the other that as of the Effective Date it has full right, power and authority
to enter into this Agreement and to perform its respective obligations under this Agreement. 




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7.2           Consents.
Each Party represents and warrants that as of the Effective Date all necessary consents (excluding WARF’s consent set
forth in Section 9.1), approvals and authorizations of all government authorities and other Persons required to be obtained
by such Party in connection with execution, delivery and performance of this Agreement have been obtained.


 


7.3           No Conflict. Each Party represents and warrants that, as of the Effective Date, the execution and delivery of this Agreement
and the performance of such Party’s obligations hereunder (a) do not conflict with or violate any requirement of applicable
Laws and (b) do not conflict with, violate or breach or constitute a default of, or require any consent under, any contractual
obligations of such Party, except such consents as have been obtained as of the Effective Date. For the avoidance of doubt, this
Agreement is subject to the WARF License Agreement and in the case of any inconsistency between the WARF License Agreement and
this Agreement the WARF License Agreement prevails.


 


7.4           Employee, Consultant and Advisor Obligations. Each Party represents and warrants that, as of the Effective Date, each of
its and its Affiliates’ employees, consultants and advisors has executed an agreement or has an existing obligation under
law obligating such employee, consultant or advisor to maintain the confidentiality of Confidential Information to the extent
required under Article 6.


 


7.5           Intellectual Property. 


 


(a)         CDI
represents and warrants to Century that (i) it Controls the entire right, title and interest in and to the Licensed Patent Rights,
(ii) it has the right to grant to Century the rights and licenses under the Licensed Patent Rights granted in this Agreement and
will not take any of the foregoing actions in any manner inconsistent with the terms hereof, (iii) to the knowledge of CDI, none
of the Licensed Patent Rights was fraudulently procured from the relevant governmental patent granting authority, (iv) as of the
Effective Date, except for the currently pending dispute between CDI and [***] to the extent fully disclosed to Century
as of the Effective Date, current pending opposition and third party observation against EP patent to the knowledge of CDI, there
is no claim or demand of any Person pertaining to, or any proceeding which is pending or threatened, that asserts the invalidity,
misuse or unenforceability of the Licensed Patent Rights or challenges its ownership of such Patent Rights or makes any adverse
claim with respect thereto, including any claim that such Patent Rights infringe or misappropriate Intellectual Property of any
Third Party, and, to the knowledge of CDI, there is no basis for any such claim, demand or proceeding, (v) except for the currently
pending dispute between CDI and [***] to the extent fully disclosed to Century as of the Effective Date, to the knowledge
of CDI (without any duty to investigate), as of the Effective Date, the Licensed Patent Rights are not being infringed by any
Third Party, (vi) the Licensed Patent Rights include all Patent Rights that are owned or exclusively licensed by it as of the
Effective Date with respect to the reprogramming of human somatic cells to iPSCs except for the Patent Rights exclusively licensed
from [***] and (vii) none of its Affiliates own or control, as of the Effective Date, any Patent Rights
pertaining to reprogramming of human somatic cells to iPSC that are reasonably necessary to Exploit a Licensed Product.




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(b)         During the Term, CDI shall uses Commercially Reasonable Best Efforts to retain and maintain sufficient license rights under, any
Licensed Patent Rights to enable CDI to grant the licenses and rights to such Patent Rights as reasonably necessary to practice,
such Patent Rights in accordance with the license to be granted under this Agreement. CDI shall not, during the Term, sell, assign,
transfer, pledge, fail to maintain control of otherwise dispose of, or incur any lien or encumbrance on, any Licensed Patent Rights.
Notwithstanding any provision to the contrary, CDI may sell, assign, transfer, license, pledge, fail to maintain control of, otherwise
dispose of, or grant any option or other right, title or interest in to or under, or incur any lien or encumbrance on, any Patent
Rights licensed under this Agreement so long as such disposition is subject to this Agreement.


 


(c)         Nothing in this Agreement will, however, be construed as: (i) a warranty or representation by CDI as to the validity, enforceability,
or scope of any of the Licensed Patent Rights; (ii) a warranty or representation that anything made, used or transferred under
the licenses granted in this Agreement will or will not infringe patents of Third Parties; (iii) an obligation to furnish any
assistance, or Know-How not provided in the Licensed Patent Rights or any materials or services other than those specified in
this Agreement; or (iv) an obligation to file any patent application or secure or maintain any patent right Century represents
and warrants that Products produced under the licenses granted herein shall be manufactured substantially in the United States
as required by 35 U.S.C § 204 and applicable regulations of Chapter 37 of the Code of Federal Regulations.


 


(d)         If During the Term, CDI develops, conceives, generates any Intellectual Property pertaining to reprogramming of human somatic
cells to iPSC that are reasonably necessary to Exploit the Licensed Products, CDI shall maintain Control over such Intellectual
Property.


 


7.6           No
Warranties.


 


(a)         EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ARTICLE 7 HEREOF, THE PARTIES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF
ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT,
OR NON-MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, ARE MADE OR GIVEN BY OR ON BEHALF OF A PARTY. EXCEPT AS EXPRESSLY
STATED IN THIS AGREEMENT, ALL REPRESENTATIONS AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, ARE HEREBY EXPRESSLY
EXCLUDED.


 


Article
8 

Indemnification; Insurance; and Limitation on Damages


 


8.1           By
Century. Century, its Affiliates and its Sublicensee(s) will, at all times during the Term of this Agreement and
thereafter, indemnify, defend and hold harmless CDI, WARF, the Morgridge Institute for Research, the WiCell Research
Institute, and the University of Wisconsin (the “University”), and their respective trustees, directors,
officers, shareholders 



    -22-


     


    


 


 and
employees (including without limitation any inventors of the Licensed Patent Rights) against all liabilities, demands, damages,
settlements, suits, claims, proceedings, costs and expenses, including legal expenses and reasonable attorney’s fees, arising
out of or relating to the death of or injury to any person or persons or any damage to property, due to the sale, marketing, use, or
manufacture of Licensed Products or Developments. CDI at all times reserves the right to select and retain counsel of its own to
defend CDI’s interests in any such proceeding.


 


8.2           By CDI. CDI, its Affiliates and its Sublicensee(s) will, at all times during the Term of this
Agreement and thereafter, indemnify, defend and hold harmless Century, its Affiliates and its Sublicensees, and their respective
trustees, directors, officers, shareholders and employees against all liabilities, demands, damages, settlements, suits, claims,
proceedings, costs and expenses, including legal expenses and reasonable attorney’s fees, arising out of or relating to
(a) any material breach by CDI of any of its representations, warranties or obligations pursuant to this Agreement, or (b) the
willful misconduct or grossly negligent acts of CDI or its Affiliates; excluding, in each case (a) and (b), any damages or other
amounts for which Century has an obligations to indemnify CDI pursuant to Section 8.1, as to which damages or amounts each
Party shall indemnify the other to the extent of their respective liability for such damages or amounts.


 


8.3           Procedures. A Person entitled to indemnification under this Article 8 (an “Indemnified Party”)
shall give prompt written notification to the Party from whom indemnification is sought (the “Indemnifying Party”)
of any claim, suit, action or demand for which indemnification is sought under this Agreement; provided, however, that no delay
or failure on the part of an Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of
any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such delay or
failure. Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof
to the Indemnified Party, assume control of the defense of such claim, suit, action or demand with counsel reasonably satisfactory
to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control
such defense. The Party not controlling such defense may participate therein with counsel of its own choosing at its own expense;
provided that, the Indemnified Party shall have the right to retain its own counsel, at the expense of the Indemnifying
Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate because
of actual or potential differences in the interests of such Indemnified Party and any other party represented by such counsel.
The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent
of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned.


 


8.4           Insurance.
Century warrants, and will have its Affiliates and its Sublicensee(s) warrant, that it now maintains and will continue to maintain
liability insurance coverage reasonably appropriate to the risk involved in use, sale, marketing, and manufacture of Licensed
Products or Developments, under this Agreement, and that such insurance coverage is sufficient to cover CDI and the inventors
of the WARF Patent Rights as additional insureds. Upon CDI’s request, Century, its Affiliates and its Sublicensee(s), if
applicable, will present evidence to CDI that such coverage is being maintained.




    -23-


     


    

8.5           No Consequential or Punitive Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR THEIR RESPECTIVE
TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES (INCLUDING WITHOUT LIMITAION ANY INVENTORS OF THE LICENSED PATENT RIGHTS) BE LIABLE
FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS,
REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY.


 


8.6           Limitation of Liability. EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, CDI’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT HOWSOEVER ARISING (WHETHER IN CONTRACT, TORT, NEGLIGENCE,
BREACH OF STATUTORY DUTY, OR OTHERWISE) WILL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CENTURY UNDER THIS AGREEMENT BEFORE
THE DATE OF THE ACTION OR OMISSION ALLEGED TO HAVE CAUSED SUCH LIABILITY.


 


Article
9 

Term and Termination


 


9.1           Term. This Agreement shall become effective either on the Signing Date or the date on which WARF provides CDI with a written
consent to this Agreement, whichever comes later (the “Effective Date”) and shall otherwise remain in effect,
unless terminated as set forth in this Article 9, (the “Term”), provided, however with respect to the
Licensed Patent Rights, this Agreement shall remain until the expiration of the last to expire Licensed Patent Rights unless earlier
terminated as set forth in this Article 9.


 


9.2           Termination for Material Breach.


 


(a)         Any material failure by a Party (the “Breaching Party”) to comply with any of its material obligations contained
in this Agreement (such failure, a “Material Breach”) shall entitle the other Party (the “Non-Breaching
Party”) to give to the Breaching Party written notice specifying the nature of the Material Breach, requiring the Breaching
Party to cure such Material Breach.


 


(b)         If
such Material Breach is not cured within sixty (60) days after the receipt of notice pursuant to Section 9.2(a) above, the Non-Breaching
Party shall be entitled to terminate this Agreement on written notice to the Breaching Party and without prejudice to any of its other
rights conferred on it by this Agreement; provided that if a Material Breach cannot reasonably be cured within such sixty (60)-day period
and the Breaching Party promptly delivers a plan to cure such Material Breach (reasonably acceptable to the Non-Breaching Party) and
uses Commercially Reasonable Best Efforts to implement such plan, then the cure period shall be extended for so long as the Breaching
Party is using Commercially Reasonable Best Efforts to cure such Material Breach (up to a maximum cure period of one hundred twenty (120)
days from the date of initial notice); further provided, however, that if the Breaching Party disputes the 



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existence of a Material Breach, the matter shall be
submitted for resolution in accordance with Section 10.11, and the Breaching Party shall not have the right to
terminate this Agreement unless and until a final decision of Material Breach is rendered under Section 10.11 and the
Breaching Party fails to cure such Material Breach within sixty (60) days thereafter.


 


(c)         Notwithstanding any provision to the contrary herein, if Century at any time (i) defaults in the timely payment of any monies
due to CDI or the timely submission to CDI of any report, (ii) fails to actively pursue any Development Plan, or (iii) commits
any breach of any other covenant herein contained, and Century fails to remedy any such breach or default within ninety (90) days
after written notice thereof by CDI, or if Century, its Affiliates or its Sublicensee(s) commits any act of bankruptcy, becomes
insolvent, is unable to pay its debts as they become due, files a petition under any bankruptcy or insolvency act, or has any
such petition filed against it which is not dismissed within sixty (60) days, or offers any component of the Licensed Patent Rights,
or Reprogrammed iPS Cells to its creditors, CDI may, at its option, terminate this Agreement by giving notice of termination to
Century.


 


9.3           Termination
for Failure to Develop a Licensed Product. If Century fails to develop a Licensed Product within four (4) years of successful completion of the first proof of concept clinical trial
for such Licensed Product in the U.S. or E.U., CDI shall have the right to terminate this Agreement pursuant to the terms of this Section
9.3. Notwithstanding the foregoing CDI may extend such four (4) year term if Century demonstrates based on reasonable evidence that Century
or its Affiliates or their Sublicensees have been diligently pursuing the development of a Licensed Product following the successful completion
of the first proof of concept clinical trial for such Licensed Product in the U.S. or E.U. and will complete the development of a Licensed
Product within a year from the expiry of the four (4) year term following the successful completion of the first proof of concept clinical
trial for such Licensed Product in the US or E.U.


 


9.4           Termination for Termination of Differentiation License Agreement. In the event that the Differentiation License Agreement
terminates or expires CDI shall be entitled to terminate this Agreement with an immediate effect on a written notice to Century.


 


9.5           Termination for Bankruptcy. To the extent allowed under applicable Law, either Party shall have the right to terminate
this Agreement in the event that the other Party admits its inability to pay its debts generally as they become due or in the
event of the commencement of any proceeding in or for bankruptcy, insolvency, dissolution or winding up by or against the other
Party (other than pursuant to a corporate restructuring), or the appointment of a receiver or similar agent by a court of competent
jurisdiction, that is not dismissed or otherwise disposed of within sixty (60) days thereafter and/or the administrator of the
bankruptcy estate or the Party under in-court restructuring has not, within five (5) days after the receipt of an inquiry from
the other Party, confirmed that the bankruptcy estate or the Party under in-court restructuring will adopt this Agreement.


 


9.6           Termination for Convenience. Century may terminate this Agreement, at any time and for any reason or no reason, in its
entirety or on a Licensed Product-by-Licensed Product basis (to exclude such product from the Field) or country-by-country basis
(to eliminate such country from the Territory), by providing [***]  prior written and unambiguous notice to CDI.
The termination shall become effective at the end of the [***] period.


 







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9.7           Effects of Termination. 


 


(a)         Generally.
Upon termination of this Agreement or WARF License Agreement, the licenses granted herein will immediately terminate. In the event
of termination under Section 9.4, Century, its Affiliates and its Sublicensee(s) will have [***] to cease all activities
involving the use of Licensed Patent Rights and Development for any purpose, and will destroy all Licensed Products in its
possession. Century, its Affiliates and its Sublicensee(s) will remain obligated to pay any outstanding amounts owed as of the date
of termination and all such amounts will be paid within [***] of termination.


 


In
the event of any early termination of this Agreement, the Parties will use Commercially Reasonable Best Efforts to work together
in good faith to establish and implement reasonable wind-down procedures with respect to relevant Licensed Product-related activities
ongoing at the time of such termination, which shall include continuation of the licenses granted to Century hereunder (and subject
to the continuing terms and conditions of this Agreement) to permit Century and its Affiliates and Sublicensees to continue and
complete any ongoing clinical trials of Licensed Products and to make or have made such Licensed Products as necessary to continue
and complete such clinical trials; provided, however, in that the event such termination is by CDI pursuant to Section
9.2, such activities shall be limited to those necessary for Century to comply with regulatory obligations, or medical or
ethical obligations to patients consistent with industry standards.


 


(b)         Return or Destruction of Confidential Information. Upon the expiration or termination of this Agreement, each Party shall
promptly return or destroy all of such other Party’s Confidential Information that relates to a Licensed Products or that
was provided by or on behalf of such other Party hereunder that is in the possession or control of such Party (or any of its Affiliates).


 


(c)         Survival. The following provisions shall survive the expiration or termination of this Agreement: Article 1 (Definitions)
(to the extent necessary to give effect to other surviving provisions), Article 5 (Intellectual Property), Article 6
(Confidentiality), Article 8 (Indemnification; Insurance; and Limitation on Damages) (other than Section 8.4 (Insurance))
and Article 10 (Miscellaneous Provisions), and Sections 2.3(c) (Sublicensing), 4.1(a)(iii) (Reports, Payments
and Accounting), 9.7 (Effects of Termination) and this Section 9.7(c) (Survival).


 


Article
10


Miscellaneous Provisions


 


10.1         Governing
Law; Language. This Agreement and all disputes arising out of or related to this Agreement shall be construed and the respective
rights of the Parties determined in accordance with the Laws of the State of Wisconsin, excluding application of any conflict
of laws principles that would require application of the laws of a jurisdiction other than the Laws of the State of Wisconsin.
This Agreement and all communications related to it, or to any dispute or controversy arising out of it, shall be conducted in
English.




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10.2         Notice. Any notices required or permitted by this Agreement shall be in writing, shall specifically refer to this Agreement,
and shall be sent by hand, recognized national overnight courier, confirmed electronic mail or registered or certified mail, postage
prepaid, return receipt requested, to the following address of the Parties:


 


If
to CDI:


 


FUJIFILM
Cellular Dynamics Inc.


525 Science Drive, Madison, WI 53711 

Attention: Chief Technology Officer

 Email:
fcdi-licensing@cellulardynamics.com


 


With
a copy to:


 


FUJIFILM
Cellular Dynamics, Inc. 

525 Science Drive, Madison, WI 53711

 Attention: General Counsel


 


If
to Century:


 


Century
Therapeutics, Inc. 

54 West 21st Street, Suite 408, New York, NY 10010 

Attention: Chief
Executive Officer 

Email: lalo@centurytherapeutics.com


 


With
a copy to:


 


Goodwin
Procter LLP 

100 Northern Avenue 

Boston, MA 02210 

Attention: Mitchell S. Bloom, Esq.

 Email: mbloom@goodwinlaw.com


 


All
notices under this Agreement shall be deemed effective upon receipt. A Party may change its contact information immediately upon
written notice to the other Party in the manner provided in this Section 10.2.


 


10.3         Assignment.


 


(a)         Neither
Party may, without the consent of the other Party, assign or transfer any of its rights and obligations hereunder; provided that
each Party may assign or transfer this Agreement, in its entirety, without the consent of the other Party, (a) in connection with a sale
or transfer of all or substantially all of the business and assets of such Party or that portion of the assets of such Party to which
this Agreement relates, including by way of a Change of Control Event, transfer, or sale of assets related to this Agreement; provided
further that, in the case of any such proposed assignment or transfer by Century, it has complied with Section 10.3(b), or
(b) to an Affiliate. Any assignment or transfer in circumvention of the



    -27-


     


    


 


foregoing
 shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their
respective permitted successors and assigns.


 


10.4         Notwithstanding the foregoing, Century will notify CDI in writing at least thirty (30) days in advance of any proposed assignment
or transfer including by way any Change of Control Event and, with respect to any such assignment or transfer to any non-Affiliate,
pay to CDI a fee of [***] to allow the transfer or assignment of the license granted herein to such non-Affiliate(s), within thirty
(30) days after the occurrence of such event. In the event of such assignment or transfer Century shall nevertheless remain liable
for all of its obligations, and those of any such assignee or transferee, to CDI hereunder. Entire Agreement. This Agreement constitutes
the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements or understandings
between the Parties relating to its subject matter. For the avoidance of doubt, the Non-Disclosure Agreement entered into between
the Parties as of February 18, 2018 shall continue to be effective with respect thereof.


 


10.5         Interpretation. The captions and headings to this Agreement are for convenience only, and are to be of no force or effect
in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles,
Sections or Exhibits mean the particular Articles, Sections or Exhibits to this Agreement and references to this Agreement include
all Exhibits hereto. Unless context otherwise clearly requires, whenever used in this Agreement: (a) the words “include”
or “including” shall be construed as incorporating, also, “but not limited to” or “without limitation;”
(b) the word “day” or “year” means a calendar day or year unless otherwise specified; (c) the word “notice”,
 “consent”, or “approval” and references to other written communications contemplated under this Agreement
shall mean notice, consent, approval or communication in writing (whether or not specifically stated); (d) the words “hereof,”
 “herein,” “hereby” and derivative or similar words refer to this Agreement (including any Exhibits); (e)
the word “or” shall be construed as the inclusive meaning identified with the phrase “and/or;” (f) provisions
that require that a Party or the Parties hereunder “agree,” “consent” or “approve” or the
like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter or
otherwise; (g) words of any gender include the other gender; (h) words using the singular or plural number also include the plural
or singular number, respectively; and (i) the word “law” (or “laws”) when used herein means any applicable,
legally binding statute, ordinance, resolution, regulation, code, guideline, rule, order, decree judgment, injunction, mandate
or other legally binding requirement of a government entity, together with any then-current modification, amendment and re- enactment
thereof, and any legislative provision substituted therefor. The Parties and their respective counsel have had an opportunity
to fully negotiate this Agreement. If any ambiguity or question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue
of the authorship of any provision of this Agreement. No prior draft of this Agreement shall be used in the interpretation or
construction of this Agreement.


 


10.6         Amendment
and Waiver. This Agreement may be amended, supplemented, or otherwise modified only by means of a written instrument signed by an
authorized representative of both Parties. Any waiver of any right or failure to act in a specific



    -28-


     


    


 


instance
 shall relate only to such instance and shall not be construed as an agreement to waive any right or fail to act in any other instance,
whether or not similar.


 


10.7         Severability.
In the event that any provision of this Agreement shall be held invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect any other provision of this Agreement. The Parties shall consult one another and use reasonable
efforts to agree upon a valid and enforceable provision that is a reasonable substitute for the invalid or unenforceable provision
and this Agreement shall be automatically amended to reflect such mutually agreed provision.


 


10.8         Use of Name. Century, its Affiliates and its Sublicensee shall not use the name of CDI, any inventor of the WARF Patent
Rights, or the name of WARF or the University of Wisconsin in any other form of publicity (except in connection with disclosures
permitted under Article 6) or logo without the prior written approval of the entity or person whose name is being used,
except where a disclosure is required by any applicable law or the rules of any securities exchange. Notwithstanding the foregoing,
CDI shall have the right to disclose to existing and potential licensees the fact that CDI has entered into this Agreement with
Licensee.


 


10.9         Counterparts. This Agreement may be executed in counterparts, each of which counterparts, when so executed and delivered,
shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument.


 


10.10    Force Majeure. Neither Party will be responsible for delays resulting from causes beyond the reasonable control of such
Party, including fire, explosion, flood, war, strike, or riot, provided that the nonperforming Party uses Commercially
Reasonable Best Efforts for a company of its size and resources to avoid or remove such causes of nonperformance and continues
performance under this Agreement with reasonable dispatch whenever such causes are removed.


 


10.11    Dispute Resolution.


 


(a)         Escalation. If any dispute arises out of or relates to this Agreement, the Parties agree to first seek to resolve such
dispute by referring such dispute to the respective Chief Executive Officers of each Party for resolution. Such referral shall
take place within thirty (30) days after a written request by either Party to the other Party that resolution by the Chief Executive
Officers be attempted. If, within sixty (60) days following the dispute being referred to the Chief Executive Officers of the
Parties, the Chief Executive Officers of the Parties have not resolved the dispute, and a Party wishes to pursue the matter, such
Party may initiate binding arbitration in accordance with Section 10.11(b).


 


(b)         Alternative
Dispute Resolution. Any dispute arising out of or relating to this Agreement that has not been resolved pursuant to Section 10.11(a)
shall be shall be finally settled, in Tokyo in the event Century is a claimant and in New York in the event CDI is a claimant, under
the Rules of Arbitration of the International Chamber of Commerce (“ICC”). The arbitral tribunal shall consist of
three arbitrators, one selected by the claimant in the request for arbitration, the second selected by the respondent within thirty (30)
days of receipt of the request for arbitration, and the third, who shall act as presiding arbitrator, selected by the two



    -29-


     


    


 


party
appointed arbitrators within thirty (30) days of the selection of the second arbitrator. If any arbitrators are not selected within these
time periods, the International Court of Arbitration shall, upon the request of any Party, make the selection(s).


 


(c)         No
Limitation. Nothing in this Section 10.11 shall be construed as limiting in any way the right of a Party to seek a
preliminary injunction or other provisional relief with respect to any actual or threatened breach of this Agreement or to bring
an action in aid of arbitration. Should any Party seek an injunction or other equitable relief, or bring an action in aid of arbitration,
then for purposes of determining whether to grant such injunction or other equitable relief, or whether to issue any order in
aid of arbitration, the dispute underlying the request for such injunction or other equitable relief, or action in aid of arbitration,
may be heard by the court in which such action or proceeding is brought.


 


10.12    No
Third Party Beneficiaries. No Person other than Century, CDI and their respective Affiliates, successors and permitted assignees
hereunder, shall be deemed an intended beneficiary hereunder or have any right to enforce any obligation of this Agreement.


 


10.13    Independent Contractors. It is expressly agreed that Century and CDI shall be independent contractors and that the relationship
between Century and CDI shall not constitute a partnership, joint venture or agency. Neither Century nor CDI shall have the authority
to make any statements, representations, or commitments of any kind, or to take any action, which shall be binding on the other
Party, without the prior written consent of such other Party.


 


[remainder
of page intentionally left blank]




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


 


	FUJIFILM
    CELLULAR DYNAMICS INC.	 	CENTURY
    THERAPEUTICS, INC.
	 	 	 
	By: 	/s/ Seimi Satahe	 	By:	/s/ Osvaldo Flores
	Name:	 Seimi Satahe	 	Name:	 Osvaldo Flores
	Title: 	CEO	 	Title:	 Chief Executive Officer
	Date:	18 Sep 2018	 	Date:	13 Sept 2018




     


     


    

Exhibit
A


 


Term
sheet for Collaboration Agreement


 


[***]




     


     


    

Exhibit
B


 


Licensed
Patent Rights Controlled by CDI


 


[***]




     


     


    

Exhibit
C


 


Development
Report


 


[***]




     


     


    

Exhibit
D


 


Press
Release


 


[***]