Exhibit
10.13


 





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


  


COLLABORATION
AND LICENSE AGREEMENT





BETWEEN


 


LINEAGE
CELL THERAPEUTICS, INC. AND CELL CURE NEUROSCIENCES LTD.


 


AND


 


GENENTECH,
INC. AND F. HOFFMANN-LA ROCHE LTD


 


AS
OF DECEMBER 17, 2021


 




    	 



     


    

 





CONFIDENTIAL


EXECUTION VERSION




 


TABLE
OF CONTENTS


 


	 	Pages
	 	 
	Article
    1 Definitions	1
	Article
    2 Governance	13
	Article
    3 Development; Regulatory Affairs; Commercialization	16
	Article
    4 Manufacturing; Technology Transfer	21
	Article
    5 Licenses	24
	Article
    6 Financial Terms	27
	Article
    7 Payment Terms; Reports; Audits	31
	Article
    8 Intellectual Property	35
	Article
    9 Confidentiality	38
	Article
    10 Publicity; Publications; Use of Name	40
	Article
    11 Representations, Warranties and Covenants	42
	Article
    12 Indemnification	44
	Article
    13 Term; Termination	46
	Article
    14 Dispute Resolution	48
	Article
    15 Miscellaneous	49


 




    	i



    	 



    

 



CONFIDENTIAL


EXECUTION VERSION



 


SCHEDULES


 


SCHEDULE
1.36 – Existing Patents


SCHEDULE
1.39 – Existing Third Party In-License Agreements


SCHEDULE
1.57 – hESC Patents


SCHEDULE
1.98 – OpRegen Trademarks


SCHEDULE
3.2.5 – OpRegen v 1.3


SCHEDULE
11.2.7 – Pending or Threatened Actions, Lawsuits, Claims, or Arbitration Proceedings


SCHEDULE
11.2.10 – [***]


 


EXHIBITS


 


EXHIBIT
A – Authorized Subcontractors


EXHIBIT
B – Lineage Work Plan


EXHIBIT
C – Know-How and Materials (Process Manufacture Transfer and Analytical Transfer)


EXHIBIT
D – Know-How and Materials (Non-Clinical, Clinical, and Regulatory Immediate Development Transfer)


EXHIBIT
E – Know-How and Materials (CMC Immediate Development Transfer)


EXHIBIT
F – Press Release Concerning the Execution of this Agreement


 







    	ii



    	 



    




 


CONFIDENTIAL


EXECUTION VERSION


 


COLLABORATION
AND LICENSE AGREEMENT


 


This
Collaboration and License Agreement (this “Agreement”)
is made and entered into as of December 17, 2021 (the “Effective Date”), between Cell Cure Neurosciences Ltd., having
its principal place of business at Jerusalem Bio-Park Building, Hadassah Ein Kerem Medical Center,
POB 12247, Jerusalem 91121 (“Cell Cure”) and Lineage Cell Therapeutics, Inc., having its principal place of
business at 2173 Salk Avenue, Suite 200, Carlsbad, CA 92008 (together with Cell Cure, “Lineage”),
on the one hand, and Genentech, Inc., a Delaware corporation, having its principal place of business at 1 DNA Way, South San Francisco,
California 94080 (“Genentech”) and F. Hoffmann-La Roche Ltd, having its principal place of business at Grenzacherstrasse
124, CH 4070 Basel, Switzerland (together with Genentech, “Roche”), on the other hand. Roche and Lineage are sometimes
referred to herein individually as a “Party” and collectively as the “Parties.”


 


Background


 


WHEREAS,
Lineage is a biotechnology company that has expertise in cell therapy replacement technology;


 


WHEREAS,
Roche is a biopharmaceutical company that is engaged in the research, development, manufacture and sale of pharmaceutical products;


 


WHEREAS,
the Parties desire to collaborate in the creation and development of cell therapy replacement products for the treatment or prevention
of eye disorders; and


 


WHEREAS,
Roche desires to obtain an exclusive license and other rights from Lineage to develop and commercialize Licensed Products (defined
below) and Lineage agrees to grant Roche licenses and other rights in exchange for certain agreed upon upfront and other payments and
other consideration, all as set forth herein.


 


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Roche and Lineage agree
as follows:


Article
1


Definitions


 


Capitalized
terms used in this Agreement, whether used in the singular or plural, shall have the meanings set forth below, unless otherwise specifically
indicated herein.


 


	1.1	“Accounting
                                            Standards” means the maintenance of records and books of accounts in accordance
                                            with either IFRS or US GAAP, in each case, as currently used at the applicable time by, and
                                            as consistently applied by, the applicable Party or its Affiliate or Sublicensee.
	 	 
	1.2	“Acquirer”
                                            is defined in Section 5.7.2(a).
	 	 
	1.3	“Acquisition
                                            Affiliate” is defined in Section 5.7.2.
	 	 
	1.4	“Additional
                                            Technology Transfer Activities” is defined in Section 4.3.1(f).



 




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EXECUTION VERSION




    




 


	1.5	“Affiliate”
                                            means any entity that, directly or indirectly (through one (1) or more intermediaries) controls,
                                            is controlled by, or is under common control with a Party, at any point in time and for so
                                            long as such control exists. For purposes of the preceding sentence, “controls”,
                                            “controlled”, and “control” means (a) the direct or indirect ownership
                                            of more than fifty percent (>50%) of the voting stock or other voting interests or interest
                                            in the profits of the Party, or (b) the ability to otherwise control or direct the decisions
                                            of the board of directors or equivalent governing body thereof. Notwithstanding the foregoing,
                                            for purposes of this Agreement, Chugai Pharmaceutical Co., Ltd (for purposes of this definition,
                                            “Chugai”) and all business entities controlled by Chugai, shall not be
                                            considered an Affiliate of Roche, unless and until Roche elects to include Chugai or such
                                            business entities as an Affiliate of Roche, by providing written notice to Lineage of such
                                            election.
	 	 
	1.6	“Alliance
                                            Manager” is defined in Section 2.4.
	 	 
	1.7	“Annual
                                            Net Sales” means, with respect to a Licensed Product, all Net Sales of such Licensed
                                            Product during a Calendar Year.
	 	 
	1.8	“Applicable
                                            Law” means any applicable federal, state, local, foreign, or multinational law
                                            (including, GCP, GLP, GMP, and data protection and privacy laws), statute, standard, ordinance,
                                            code, rule, regulation, resolution, or promulgation, or any order, writ, judgment, injunction,
                                            decree, stipulation, ruling, determination, or award entered by or with any governmental
                                            authority, or any license, franchise, permit, or similar right granted under any of the foregoing,
                                            or any similar provision having the force or effect of law. For clarity, any specific references
                                            to any Applicable Law or any portion thereof, will be deemed to include all then-current
                                            amendments thereto or any replacement or successor law, statute, standard, ordinance, code,
                                            rule, regulation, resolution, order, writ, judgment, injunction, decree, stipulation, ruling,
                                            or determination thereto.
	 	 
	1.9	“Authorized
                                            Subcontractors” means, with respect to any activity (the “Subcontracted
                                            Activity”) within the Lineage Activities or Manufacturing activities pursuant to
                                            Section 4.2, the Lineage subcontractors (a) set forth on Exhibit A to perform
                                            such activity or (b) approved in writing by the JMC, with respect to the Manufacturing activities,
                                            and Roche, with respect to all other activities, in each case, prior to initiation of such
                                            activity.
	 	 
	1.10	“Board
                                            of Directors” is defined in Section 1.14(a).
	 	 
	1.11	“Business
                                            Day” means any day, other than a Saturday, Sunday or day on which commercial banks
                                            located in San Francisco, California (US) are authorized or required by law to be closed.
	 	 
	1.12	“Calendar
                                            Quarter” means each successive period of three (3) calendar months commencing on
                                            January 1 (Q1), April 1 (Q2), July 1 (Q3) or October 1 (Q4), except that the first Calendar
                                            Quarter of the Term shall commence on the Effective Date and end on the day immediately prior
                                            to the first to occur of January 1, April 1, July 1 or October 1 after the Effective Date,
                                            and the last Calendar Quarter shall end on the last day of the Term.
	 	 
	1.13	“Calendar
                                            Year” means each successive period of twelve (12) calendar months commencing on
                                            January 1 and ending on December 31, except that the first Calendar Year of the Term shall
                                            commence on the Effective Date and end on December 31 of the year in which the Effective
                                            Date occurs and the last Calendar Year of the Term shall commence on January 1 of the year
                                            in which the Term ends and end on the last day of the Term.



 




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EXECUTION VERSION




    




 


		1.14	“Change
                                            in Control” with respect to Lineage, shall be deemed to have occurred if any of
                                            the following occurs after the Effective Date:



 


		(a)	any
                                            “person” or “group” (as such terms are defined below) (i) becomes
                                            the “beneficial owner” (as defined below), directly or indirectly, of shares
                                            of capital stock or other interests (including partnership interests) of Lineage then outstanding
                                            and normally entitled (without regard to the occurrence of any contingency) to vote in the
                                            election of the directors, managers or similar supervisory positions (“Voting Stock”)
                                            of Lineage representing fifty percent (50%) or more of the total voting power of all outstanding
                                            classes of Voting Stock of Lineage or (ii) acquires the power, directly or indirectly, to
                                            elect a majority of the members of Lineage’s board of directors, or similar governing
                                            body (“Board of Directors”); or
	 	 	 
		(b)	Lineage
                                            enters into a merger, consolidation or similar transaction with a Third Party (whether or
                                            not such Party is the surviving entity) and as a result of such merger, consolidation or
                                            similar transaction (i) the members of the Board of Directors of Lineage immediately prior
                                            to such transaction constitute less than a majority of the members of the Board of Directors
                                            of Lineage or such surviving entity immediately following such transaction or (ii) the individuals
                                            or entities that beneficially owned, directly or indirectly, the shares of Voting Stock of
                                            Lineage immediately prior to such transaction cease to beneficially own, directly or indirectly,
                                            shares of Voting Stock of Lineage representing at least a majority of the total voting power
                                            of all outstanding classes of Voting Stock of the surviving entity in substantially the same
                                            proportions as their ownership of Voting Stock of Lineage immediately prior to such transaction;
                                            or
	 	 	 
		(c)	Lineage
                                            sells or transfers to any Third Party, in one (1) or more related transactions, properties
                                            or assets representing all or substantially all of Lineage’s assets to which this Agreement
                                            relates.



 


For
the purpose of this Section 1.14, (x) “person” and “group” have the meanings given such terms under Section
13(d) and 14(d) of the US Securities Exchange Act of 1934 and the term “group” includes any group acting for the purpose
of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the said Act; (y) a “beneficial owner”
shall be determined in accordance with Rule 13d-3 under the aforesaid Act; and (z) the terms “beneficially owned” and “beneficially
own” shall have meanings correlative to that of “beneficial owner.” Notwithstanding the foregoing, (A) a transaction
solely to change the domicile of Lineage; (B) the consummation of an initial public offering of Lineage’s securities; or (C) any
merger or consolidation between a Party and one (1) or more Affiliates shall not constitute a Change in Control. For clarity, a Change
in Control shall be considered an assignment under this Agreement and subject to Section 15.3.


 


	1.15	“Clinical
                                            Supply and Quality Agreement” is defined in Section 4.2.3.
	 	 
	1.16	“CMO”
                                            means a Third Party contract manufacturing organization.
	 	 
	1.17	“Combination”
                                            is defined in Section 1.96.
	 	 
	1.18	“Commercial
                                            Supply and Quality Agreement” is defined in Section 4.2.3.
	 	 
	1.19	“Commercialization”
                                            means marketing, promoting, detailing, distributing, importing, exporting, offering for sale
                                            or selling a product, including medical affairs activities, regulatory activities directed
                                            to obtaining pricing and reimbursement approvals, price calculations and related reporting
                                            to governmental authorities, and interacting with Regulatory Authorities with respect to
                                            the foregoing. When used as a verb, “Commercialize” means to engage in
                                            Commercialization activities.
	 	 
	1.20	“Commercially
                                            Reasonable Efforts” means [***].



 




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EXECUTION VERSION




    

 


	1.21	“Competing
                                            Product” means, on a country-by-country basis, [***] in such country.
	 	 
	1.22	“Competing
                                            Program” is defined in Section 5.7.2.
	 	 
	1.23	“Compulsory
                                            Sublicense” means a license or sublicense granted to a Third Party, through the
                                            order, decree or grant of a governmental authority having competent jurisdiction, authorizing
                                            such Third Party to make, use, sell, offer for sale, import or export a Licensed Product
                                            in any country.
	 	 
	1.24	“Compulsory
                                            Sublicensee” means a Third Party that was granted a Compulsory Sublicense.
	 	 
	1.25	“Confidential
                                            Information” is defined in Section 9.1.
	 	 
	1.26	“Control”
                                            or “Controlled by” means the rightful possession by a Party, as of the
                                            Effective Date or during the Term, of the ability to grant a license, sublicense or other
                                            right to Exploit (other than by operations of the licenses granted herein) any item or right
                                            under Patents, Know-How or other Intellectual Property rights, as provided herein, without
                                            violating the terms of any agreement with any Third Party or causing such Party to incur
                                            any payment obligations by reason of the grant of such license, sublicense or other right,
                                            unless the Party receiving such license, sublicense or other right agrees to reimburse the
                                            other Party for such payments.
	 	 
	1.27	“Cover”
                                            means, with respect to a Valid Claim and in reference to a particular Licensed Product (whether
                                            alone or in combination with one (1) or more other ingredients) that the manufacture, use,
                                            sale, offer for sale or import of such Licensed Product in a country would, but for ownership
                                            thereof or a license granted in this Agreement thereunder, infringe a Valid Claim of such
                                            Patent in such country on the date of sale. “Covered” and “Covering”
                                            have corresponding meanings.
	 	 
	1.28	“CPA
                                            Firm” is defined in Section 7.9.2.
	 	 
	1.29	“Development”
                                            means, for a given product, any activity directed to obtaining, maintaining or expanding
                                            Regulatory Approval, including all preclinical and clinical drug or biologic product development
                                            activities, including: the conduct of clinical trials, cell line development, master cell
                                            bank generation, test method development and stability testing, toxicology, formulation and
                                            delivery system development, process development, pre-clinical and clinical supply, manufacturing
                                            (including Manufacturing) scale-up, development-stage manufacturing, quality assurance/quality
                                            control procedure development and performance with respect to clinical materials, statistical
                                            analysis, report writing and clinical studies, and regulatory affairs with respect to the
                                            foregoing. “Develop,” “Developed” and “Developing”
                                            have corresponding meanings.
	 	 
	1.30	“Disclosing
                                            Party” is defined in Section 9.1.
	 	 
	1.31	“Disposition
                                            Transaction” is defined in Section 6.7.
	 	 
	1.32	“Dispute”
                                            is defined in Section 14.1.
	 	 
	1.33	“Divestiture”
                                            is defined in Section 5.7.2(b).
	 	 
	1.34	“Dollars”
                                            or “$” means US dollars.
	 	 
	1.35	“Effective
                                            Date” is defined in the preamble.
	 	 
	1.36	“Existing
                                            Patents” means all Lineage Patents existing as of the Effective Date (Schedule
                                            1.36).



 




    	4



    	CONFIDENTIAL
EXECUTION VERSION




    

 


	1.37	“Existing
                                            Trial” means the ongoing Phase I/IIa clinical trial initiated by Lineage entitled
                                            “Phase I/IIa Dose Escalation Safety and Efficacy Study of Human Embryonic Stem Cell-Derived
                                            Retinal Pigment Epithelium Cells Transplanted Subretinally in Patients With Advanced Dry-Form
                                            Age-Related Macular Degeneration (Geographic Atrophy)” and identified as NCT02286089.
	 	 
	1.38	“Existing
                                            Third Party Agreement Payments” means the payments owed under the Existing Third
                                            Party In-License Agreements.
	 	 
	1.39	“Existing
                                            Third Party In-License Agreements” means the agreements set forth on Schedule
                                            1.39.
	 	 
	1.40	“Exploit”
                                            means to make, have made, import, use, sell or offer for sale, including to research, Develop,
                                            Commercialize, register, manufacture (including Manufacture, if applicable), have manufactured
                                            (or Manufactured, if applicable), hold or keep (whether for disposal or otherwise), have
                                            used, export, transport, distribute, promote, market or have sold or otherwise dispose of.
                                            “Exploitation” means the act of Exploiting a compound, cell, cellular
                                            composition, product or process.
	 	 
	1.41	“FDA”
                                            means the US Food and Drug Administration, or any successor entity thereto performing similar
                                            functions.
	 	 
	1.42	“Field”
                                            means [***].
	 	 
	1.43	“First
                                            Commercial Sale” means, with respect to a particular Licensed Product in a given
                                            country, the first bona fide commercial sale to a Third Party of such Licensed Product following
                                            Marketing Authorization in such country by or under authority of Roche (or its Affiliates
                                            or Sublicensee(s) hereunder), which sale is included in the calculation of Net Sales for
                                            such Licensed Product. Sales prior to receipt of Marketing Authorization for such Licensed
                                            Product in such country, such as so-called “treatment IND sales,” “named
                                            patient sales,” and “compassionate use sales,” shall not be construed as
                                            a First Commercial Sale.
	 	 
	1.44	“Force
                                            Majeure Event” is defined in Section 15.7.
	 	 
	1.45	“FTE”
                                            means a full-time equivalent employee (i.e., one (1) fully-committed or multiple partially-committed
                                            employees aggregating to one (1) full-time employee) employed by a Party (or any of its Affiliates)
                                            and assigned to perform specific work, with such commitment of time and effort to constitute
                                            one (1) employee performing such work on a full-time basis, which for purposes hereof will
                                            be one thousand eight hundred eighty (1880) hours per year.
	 	 
	1.46	“FTE
                                            Costs” means the sum of (a) all costs and expenses for the employee providing the
                                            applicable services, including salaries, wages, bonuses, commissions, benefits, FICA costs
                                            and other similar costs, travel, meals and entertainment, training, recruiting, relocation,
                                            operating supplies, and equipment and other disposable goods to the extent required for the
                                            performance of the applicable services, and (b) a pro rata allocation of equipment maintenance
                                            costs, utilities, and facilities expenses for such employee, including allocated building
                                            operating costs and depreciation and repairs and maintenance, in any case (a) or (b), whether
                                            internal costs and expenses or amounts paid to Third Parties.
	 	 
	1.47	“Geographic
                                            Atrophy” is defined in Section 1.42.
	 	 
	1.48	“German
                                            WHT Requirement” is defined in Section 7.8.1.



 




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	1.49	“Good
                                            Clinical Practice” or “GCP” means all applicable Good Clinical
                                            Practice standards for the design, conduct, performance, monitoring, auditing, recording,
                                            analyses, and reporting of clinical trials, including, as applicable, (a) as set forth in
                                            the International Conference on Harmonisation of Technical Requirements for Registration
                                            of Pharmaceuticals for Human Use (“ICH”) Harmonised Tripartite Guideline
                                            for Good Clinical Practice (CPMP/ICH/135/95), as amended, (b) U.S. Code of Federal Regulations
                                            Title 21, Parts 50 (Protection of Human Subjects), 54 (Financial Disclosure by Clinical Investigators),
                                            56 (Institutional Review Boards), and 312 (Investigational New Drug Application) and (c)
                                            the equivalent Applicable Law in any relevant country, each as may be amended and applicable
                                            from time to time and, in each case of (a) – (c), that provide for, among other things,
                                            assurance that the clinical data and reported results are credible and accurate and protect
                                            the rights, integrity, and confidentiality of trial subjects.
	 	 
	1.50	“Good
                                            Laboratory Practice” or “GLP” means all applicable Good Laboratory
                                            Practice standards, including, as applicable, (a) as set forth in the Good Laboratory Practice
                                            standards promulgated or endorsed by the FDA as defined in 21 C.F.R. Part 58 for the conduct
                                            of nonclinical laboratory studies, and (b) the equivalent Applicable Law in any relevant
                                            country, each as may be amended and applicable from time to time.
	 	 
	1.51	“Good
                                            Manufacturing Practice” or “GMP” means all applicable current
                                            Good Manufacturing Practice including, as applicable, (a) the principles detailed in the
                                            U.S. Current Good Manufacturing Practice regulations, 21 C.F.R. Sections 210, 211, 600, and
                                            610, (b) the principles detailed in the ICH Q7 guidelines, and (c) the equivalent Applicable
                                            Law in any relevant country, each as may be amended and applicable from time to time.
	 	 
	1.52	“Hadasit”
                                            is defined in Section 5.4.2.
	 	 
	1.53	“Hadasit
                                            Agreement” is defined in Section 5.4.2.
	 	 
	1.54	“Hadasit
                                            Side Letter” is defined in Section 5.4.2.
	 	 
	1.55	“hESC
                                            Cells” means [***].
	 	 
	1.56	“hESC
                                            Cell Technology” means [***]. For clarity, hESC Cell Technology excludes any Know-How
                                            or Patents that are directly and primarily related to any Licensed Product (or the Manufacture
                                            of any Licensed Product).
	 	 
	1.57	“hESC
                                            Know-How” is defined in Section 8.1.5.
	 	 
	1.58	“hESC
                                            Patents” is defined in Section 8.1.5. hESC Patents existing as of the Effective
                                            Date are listed on Schedule 1.58.
	 	 
	1.59	“ICH”
                                            is defined in Section 1.49.
	 	 
	1.60	“IFRS”
                                            means International Financial Reporting Standards.
	 	 
	1.61	“Improvements”
                                            means any invention, discovery, development, derivative, or modification, whether or not
                                            patented or patentable, with respect to (a) the Lineage RPE Cells, (b) hESC Cell Technology,
                                            or (c) a Licensed Product, or relating to the Exploitation thereof, including any enhancement
                                            in the efficiency, operation, Manufacture, ingredients, preparation, presentation, formulation,
                                            means of delivery (including the development of any delivery system or enhancement thereto)
                                            or dosage of such Licensed Product, any discovery or development of any new or expanded Indications
                                            for such Licensed Product, or any discovery or development that improves the stability, safety
                                            or efficacy of such Licensed Product.



 




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	1.62	“In-License
                                            Payments” is defined in Section 6.6.1.
	 	 
	1.63	“IND”
                                            means an investigational new drug application filed with the FDA pursuant to 21 C.F.R. §312
                                            before the commencement of clinical trials of a product, or any comparable filing with any
                                            relevant regulatory authority in any other jurisdiction.
	 	 
	1.64	“Indemnitee”
                                            is defined in Section 12.3.
	 	 
	1.65	“Indemnitor”
                                            is defined in Section 12.3.
	 	 
	1.66	“Indication”
                                            means a specific disease, disorder or condition that is recognized by the applicable Regulatory
                                            Authority in a given country or jurisdiction as a disease, disorder or condition. All variants
                                            of a single disease, disorder or condition (whether classified by severity or otherwise),
                                            regardless of the patient population, shall be treated as the same Indication. By way of
                                            example, (a) the treatment of a disease, disorder or condition in a particular patient population
                                            and the treatment of the same disease, disorder or condition in another population (e.g.,
                                            adult population and pediatric population) shall be treated as the same Indication and (b)
                                            label expansions for a given Indication shall be treated as the same Indication.
	 	 
	1.67	“Information
                                            Security Incident” means, with respect to Confidential Information, any unauthorized
                                            use, unauthorized disclosure, corruption (including ransomware attack) or loss of such Confidential
                                            Information.
	 	 
	1.68	“Infringement”
                                            is defined in Section 8.7.1.
	 	 
	1.69	“Initiation”
                                            or “Initiated” means, with respect to a clinical trial or a portion thereof,
                                            the first dosing of a Licensed Product in the first human subject in such clinical trial
                                            or portion thereof.
	 	 
	1.70	“Intellectual
                                            Property” means all intellectual property and proprietary rights, including (a)
                                            all inventions (whether patentable or unpatentable and whether or not reduced to practice),
                                            all improvements thereto, and all patents, patent applications, and patent and invention
                                            disclosures, together with all provisionals, reissuances, continuations, continuations-in-part,
                                            divisions, revisions, extensions, and reexaminations thereof, (b) all trademarks, service
                                            marks, trade dress, logos, slogans, brand names, trade names, domain names, and business
                                            and product names, and all applications and registrations therefor, and all extensions and
                                            renewals thereof, and all goodwill of the business connected with the use of and symbolized
                                            by the foregoing, (c) all copyrights and copyrightable works, works of authorship (whether
                                            or not copyrightable), all mask works, industrial designs, and protectable designs, and all
                                            applications and registrations therefor, and all extensions and renewals thereof, (d) all
                                            trade secrets and confidential business information (including research and development,
                                            know-how, formulae, compositions, processes, techniques, methodologies, technical information,
                                            designs, industrial models, manufacturing, engineering and technical drawings, specifications,
                                            research records, records of inventions, test information, customer and supplier lists, customer
                                            data, pricing and cost information, and business and marketing plans and proposals), and
                                            (e) all rights to use all of the foregoing and all other rights in, to, and under the foregoing.
	 	 
	1.71	“Israel
                                            CTA” is defined in Section 3.6.2.



 




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	1.72	“JAC”
                                            is defined in Section 2.1.1.
	 	 
	1.73	“JAC
                                            Co-Chair” is defined in Section 2.1.1.
	 	 
	1.74	“JMC”
                                            is defined in Section 2.2.1.
	 	 
	1.75	“JMC
                                            Co-Chair” is defined in Section 2.2.1.
	 	 
	1.76	“Joint
                                            Know-How” is defined in Section 8.1.3.
	 	 
	1.77	“Joint
                                            Patents” is defined in Section 8.1.3.
	 	 
	1.78	“Know-How”
                                            means all non-public information, inventions (whether or not patentable), improvements, practices,
                                            formula, trade secrets, techniques, methods, manufacturing processes, differentiation protocols,
                                            cell expansion and maintenance protocols, procedures, knowledge, results, test data (including
                                            pharmacological, toxicological, pharmacokinetic, pre-clinical and clinical information, test
                                            data, related reports, structure-activity relationship data, and statistical analysis), analytical
                                            and quality control data, protocols, processes, models, designs, and other information regarding
                                            discovery, Development, marketing, pricing, distribution, cost, sales and manufacturing.
                                            Know-How shall not include any Patents.
	 	 
	1.79	“Launch
                                            Quarter” is defined in Section 6.6.2.
	 	 
	1.80	“Licensed
                                            Product” means [***].
	 	 
	1.81	“Lineage”
                                            is defined in the preamble.
	 	 
	1.82	“Lineage
                                            Activities” is defined in Section 3.2.2.
	 	 
	1.83	“Lineage
                                            Expenses” means the Out-of-Pocket Costs incurred by Lineage in the performance
                                            of Lineage’s obligations as expressly stated under this Agreement. [***].
	 	 
	1.84	“Lineage
                                            Know-How” means [***].
	 	 
	1.85	“Lineage
                                            Patents” means [***].
	 	 
	1.86	“Lineage
                                            RPE Cells” means any RPE Cells owned or Controlled by Lineage or its Affiliates
                                            as of the Effective Date or at any time during the Term.
	 	 
	1.87	“Lineage
                                            Work Plan” is defined in Section 3.2.2.
	 	 
	1.88	“Loss”
                                            or “Losses” is defined in Section 12.1.
	 	 
	1.89	“Major
                                            European Country” means France, Germany, Italy, Spain or the United Kingdom.
	 	 
	1.90	“Manufacture”
                                            and “Manufacturing” means all activities related to the production, manufacture,
                                            processing, filling, finishing, packaging, labeling, shipping, and holding of any Licensed
                                            Product, or any intermediate thereof, including the thawing, culturing, expansion and differentiation
                                            of hESC Cells to RPE Cells, formulating, freezing, storing, and delivery of the Licensed
                                            Product to a patient’s treating physician or treatment center, including process development,
                                            process qualification and validation, scale-up, pre-clinical, clinical and commercial manufacture
                                            and analytic development, product characterization, stability testing, quality assurance,
                                            and quality control.



 




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	1.91	“Manufacturing
                                            Costs” means, to the extent specifically identifiable or reasonably allocable to
                                            any Licensed Product, the fully burdened manufacturing cost (including as applicable, Manufacturing,
                                            indirect labor (including allocations of costs for supervisory services, occupancy and similar
                                            functions and activities customarily treated as manufacturing plant overhead in accordance
                                            with GAAP), quality testing/review, project management, distribution, logistics, and any
                                            customs costs and expenses) without any markup or premium unless otherwise agreed, incurred
                                            by Lineage or any of its Affiliates pursuant to Section 4.2.2 as determined in accordance
                                            with Accounting Standards.
	 	 
	1.92	“Manufacturing
                                            Process” means, with respect to a Licensed Product, the Manufacturing production
                                            steps and control system (e.g., analytical methods), including any Improvements or modifications
                                            thereto, for Manufacturing such Licensed Product, including the thawing, culturing, expansion
                                            and differentiation of hESC Cells to RPE Cells, formulating, freezing, storing, and delivery
                                            of the Licensed Product to a patient’s treating physician or treatment center.
	 	 
	1.93	“Marketing
                                            Authorization” means with respect to a Licensed Product, final Regulatory Approval
                                            (including pricing approval, where required) required to sell such Licensed Product for an
                                            Indication in accordance with the Applicable Law of a given country. In the US, its territories
                                            and possessions, Marketing Authorization means approval of a New Drug Application, Biologics
                                            License Application or an equivalent by the FDA. In Japan, Marketing Authorization means
                                            marketing approval (seizo hanbai shonin) by the Ministry of Health, Labour and Welfare.
                                            In the European Union, Marketing Authorization means marketing authorization granted by the
                                            European Commission pursuant to the centralized approval procedure or by a national competent
                                            authority in the European Union pursuant to the mutual recognition or other national approval
                                            procedure.
	 	 
	1.94	“Materials”
                                            is defined in Section 4.3.1(b).
	 	 
	1.95	“NDA”
                                            is defined in Section 9.6.
	 	 
	1.96	“Net
                                            Sales” with respect to a Licensed Product means [***]:



 


		(a)	[***];
	 	 	 
		(b)	[***];
                                            and
	 	 	 
		(c)	[***].



 


	1.97	“Ongoing
                                            Knowledge Transfer” is defined in Section 4.3.2.
	 	 
	1.98	“OpRegen
                                            Product” means, individually or collectively, OpRegen v 1.0, OpRegen v 1.1, OpRegen
                                            v 1.2 and OpRegen v 1.3, as the case may be.
	 	 
	1.99	“OpRegen
                                            Trademarks” means the Trademarks set forth on Schedule 1.98.
	 	 
	1.100	“OpRegen
                                            v 1.0” means the Lineage RPE Cells produced from hESC Cells differentiated on feeder
                                            cells and formulated with human serum requiring a preparation process prior to clinical use
                                            at a dose preparation laboratory, delivered as a cell suspension, and as described in the
                                            Existing Trial.



 




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	1.101	“OpRegen
                                            v 1.1” means the Lineage RPE Cells produced from hESC Cells differentiated on feeder
                                            cells and formulated with thaw and inject cryopreservation, delivered as a cell suspension,
                                            and as described in the Existing Trial.
	 	 
	1.102	“OpRegen
                                            v 1.2” means [***].
	 	 
	1.103	“OpRegen
                                            v 1.3” is defined in Section 3.2.5(c).
	 	 
	1.104	“OpRegen
                                            v 1.3 Patents” means [***].
	 	 
	1.105	“Out-of-Pocket
                                            Costs” means costs and expenses paid to Third Parties (or payable to Third Parties
                                            and accrued in accordance with Accounting Standards) by either Party or its Affiliates or
                                            Sublicensees in connection with activities under this Agreement without markup, excluding
                                            FTE Costs.
	 	 
	1.106	“Patent(s)”
                                            means any and all patents and patent applications and any patents issuing therefrom or claiming
                                            priority thereto, worldwide, together with any extensions (including patent term extensions
                                            and supplementary protection certificates) and renewals thereof, reissues, re-examinations,
                                            substitutions, confirmation patents, registration patents, invention certificates, patents
                                            of addition, renewals, divisionals, continuations, and continuations-in-part of any of the
                                            foregoing.
	 	 
	1.107	“Permitted
                                            Activities” means [***].
	 	 
	1.108	“Pharmacovigilance
                                            Agreement” is defined in Section 3.5.
	 	 
	1.109	“Phase
                                            I Clinical Trial” means a human clinical trial, the principal purpose of which
                                            is preliminary determination of safety and pharmacokinetics of a Licensed Product in healthy
                                            individuals or patients as described in 21 C.F.R. §312.21, or similar clinical study
                                            in a country other than the US.
	 	 
	1.110	“Phase
                                            II Clinical Trial” means a human clinical trial, for which the primary endpoints
                                            include a determination of dose ranges and a preliminary determination of efficacy of a Licensed
                                            Product in patients being studied as described in 21 C.F.R. §312.21, or similar clinical
                                            study in a country other than the US. For the avoidance of doubt, in no event will the Existing
                                            Trial be deemed a Phase II Clinical Trial.
	 	 
	1.111	“Phase
                                            II Lead-In” means, with respect to OpRegen v 1.2 or OpRegen v 1.3, Initiation of
                                            the portion of a Phase II Clinical Trial that is an open-label study to demonstrate safety
                                            and proof of activity of the applicable OpRegen Product.
	 	 
	1.112	“Phase
                                            II Randomization” means, with respect to OpRegen v 1.2 or OpRegen v 1.3 and following
                                            Phase II Lead-In for such OpRegen Product, the Initiation of the portion of a Phase II Clinical
                                            Trial designed to enable a Phase III Clinical Trial that is a controlled, randomized study
                                            to evaluate the safety and efficacy of the applicable OpRegen Product.
	 	 
	1.113	“Phase
                                            III Clinical Trial” means a human clinical trial, the principal purpose of which
                                            is to demonstrate clinically and statistically the efficacy and safety of a Licensed Product
                                            for one (1) or more Indications in order to obtain Marketing Authorization of such Licensed
                                            Product for such Indication(s), as further defined in 21 C.F.R. §312.21 or a similar
                                            clinical study in a country other than the US.



 




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	1.114	[***].
	 	 
	1.115	“Primary
                                            Patent” means [***].
	 	 
	1.116	“Product
                                            Improvement Know-How” is defined in Section 8.1.4.
	 	 
	1.117	“Product
                                            Improvement Patents” is defined in Section 8.1.4.
	 	 
	1.118	“Product
                                            Infringement” is defined in Section 8.7.2(b).
	 	 
	1.119	“Product
                                            Labeling” means, with respect to a Licensed Product in a country, (a) the Regulatory
                                            Authority-approved prescribing information for such Licensed Product for such country, including
                                            any required patient information, and (b) all labels and other written, printed, or graphic
                                            matter upon a container, wrapper, or any package insert utilized with or for such Licensed
                                            Product in such country.
	 	 
	1.120	“Product
                                            Trademarks” means the Trademarks to be used for the commercialization of Licensed
                                            Products in the Territory and any registrations thereof or any pending applications relating
                                            thereto in the Territory, including, if applicable, the OpRegen Trademarks (but excluding,
                                            in any event, any Trademarks, service marks, names or logos that include any corporate name
                                            or logo of the Parties or their Affiliates or Sublicensees).
	 	 
	1.121	“Prosecution
                                            and Maintenance” or “Prosecute and Maintain,” with respect to
                                            a given Patent, means all activities associated with the preparation, filing, prosecution,
                                            and maintenance of such Patent, as well as supplemental examinations, re-examinations, reissues,
                                            applications for patent term extensions, calculation and applications for patent term adjustments,
                                            supplementary protection certificates, and the like with respect to such Patent. For clarity,
                                            Prosecute and Maintain shall not include any such actions with respect to a Patent brought
                                            by a Third Party, including any reexaminations, inter partes reviews, and post grant reviews,
                                            as well as interferences and derivation proceedings, oppositions and other similar proceedings
                                            brought by a Third Party with respect to such Patent.
	 	 
	1.122	“Receiving
                                            Party” is defined in Section 9.1.
	 	 
	1.123	“Regulatory
                                            Approval” means, with respect to a Licensed Product in a country or jurisdiction,
                                            any and all approvals (including INDs and Biologics License Applications and any supplements
                                            thereto), licenses, registrations, or authorizations of any Regulatory Authority necessary
                                            to Manufacture, use, store, import, transport, commercially distribute, sell, or market such
                                            Licensed Product in such country, including, where applicable, (a) pricing or reimbursement
                                            approval in such country, (b) post-approval marketing authorizations (including any prerequisite
                                            Manufacturing approval or authorization related thereto), and (c) labeling approval.
	 	 
	1.124	“Regulatory
                                            Authority” means any federal, national, multinational, state, provincial or local
                                            regulatory agency, department, bureau or other governmental entity with authority over the
                                            Development, Manufacturing, Commercialization or other use or Exploitation (including the
                                            granting of Regulatory Approvals) of the pharmaceutical or biological products in any jurisdiction,
                                            including the FDA.



 




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	1.125	“Regulatory
                                            Documentation” means all (a) applications (including all INDs and other regulatory
                                            filings), registrations, licenses, authorizations, and approvals (including Regulatory Approvals);
                                            (b) correspondence and reports submitted to or received from Regulatory Authorities (including
                                            minutes and official contact reports relating to any communications with any Regulatory Authority)
                                            and all supporting documents with respect thereto, including all regulatory drug lists, advertising
                                            and promotion documents, adverse event files, and complaint files; and (c) data, including
                                            all information that is made, collected, or otherwise generated pursuant to a clinical trial,
                                            contained or relied upon in any of the foregoing (including data related to the Manufacturing
                                            Process), in each case of (a), (b), and (c), relating to a Licensed Product.
	 	 
	1.126	“Release”
                                            is defined in Section 10.2.
	 	 
	1.127	“Residuals”
                                            is defined in Section 9.7.
	 	 
	1.128	“Reversion
                                            Product” is defined in Section 13.5.2.
	 	 
	1.129	“Roche”
                                            is defined in the preamble.
	 	 
	1.130	“Roche
                                            Know-How” means [***].
	 	 
	1.131	“Roche
                                            Patents” means [***].
	 	 
	1.132	“Royalty
                                            Term” is defined in Section 6.5.1.
	 	 
	1.133	“RPE
                                            Cells” means a human stem cell-derived (such as human embryonic stem cell-derived
                                            and human induced pluripotent stem cell-derived) retinal pigment epithelial cells, and any
                                            precursors or progenitors thereof.
	 	 
	1.134	“Rules”
                                            is defined in Section 14.2.1.
	 	 
	1.135	“SAC”
                                            is defined in Section 2.4.1.
	 	 
	1.136	“SAC
                                            Co-Chair” is defined in Section 2.4.1.



 


		(a)	“Sales”
                                            means for a Licensed Product in a particular period, [***].



 


	1.137	“Secondary
                                            Patent” means [***].
	 	 
	1.138	“Subcontracted
                                            Activity” is defined in Section 1.9.
	 	 
	1.139	“Sublicensee”
                                            means any Third Party, other than a Compulsory Sublicensee, to which Roche or any of its
                                            Affiliates grants a sublicense under the Lineage Patents and Lineage Know-How to Commercialize
                                            a Licensed Product.
	 	 
	1.140	“Technology
                                            Transfer” is defined in Section 4.3.1(d).
	 	 
	1.141	“Technology
                                            Transfer Plan” is defined in Section 4.3.1(d).
	 	 
	1.142	“Term”
                                            is defined in Section 13.1.
	 	 
	1.143	“Territory”
                                            means all the countries of the world.
	 	 
	1.144	“Third
                                            Party” means any entity other than a Party or any of its Affiliates.
	 	 
	1.145	“Third
                                            Party Claims” is defined in Section 12.1.



 




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	1.146	“Third
                                            Party Infringement Claim” is defined in Section 8.9.1.
	 	 
	1.147	“Title
                                            11” is defined in Section 13.3.
	 	 
	1.148	“Trademark”
                                            means any word, name, symbol, color, designation or device or any combination thereof that
                                            functions as a source identifier, including any trademark, trade dress, brand mark, service
                                            mark, trade name, brand name, logo or business symbol, whether or not registered.
	 	 
	1.149	“Transition
                                            Agreement” is defined in Section 13.5.2.
	 	 
	1.150	“Transition
                                            Negotiation Period” is defined in Section 13.5.2.
	 	 
	1.151	“US”
                                            means the United States of America and its territories and possessions.
	 	 
	1.152	“US
                                            GAAP” means US Generally Accepted Accounting Principles.
	 	 
	1.153	“Valid
                                            Claim” means, [***].
	 	 
	1.154	“Voting
                                            Stock” is defined in Section 1.14(a).



 


Article
2


Governance


 


		2.1	Joint
                                            Advisory Committee.



 


		2.1.1	Formation
                                            and Composition. Within thirty (30) days after the Effective Date, the Parties shall
                                            establish a joint advisory committee (the “JAC”) to oversee the Lineage
                                            Activities and the Development activities for Licensed Products. The JAC shall be composed
                                            of up to three (3) representatives designated by each of Lineage and Roche (though the Parties
                                            need not have the same number of representatives on the JAC). Each Party shall designate
                                            one (1) of its representatives as its primary contact for JAC matters (such Party’s
                                            “JAC Co-Chair”). Representatives must be appropriate for the tasks then
                                            being undertaken and the stage of Development, in terms of their seniority, function in their
                                            respective organizations, training and experience. Subject to the foregoing sentence, a Party
                                            may replace any or all of its JAC representatives (or JAC Co-Chair) at any time by informing
                                            the other Party in advance in writing (which may be by email). Once established, the JAC
                                            shall meet at least once each Calendar Quarter (unless otherwise agreed by the Parties) until
                                            the last patient has completed the dosing regimen for the Existing Trial, and then subsequently
                                            at least twice each Calendar Year (unless otherwise agreed by the Parties) and shall meet
                                            at such other times as deemed appropriate by the JAC. Either Party may invite a reasonable
                                            number of other employees, consultants, clinical contractors, or scientific advisors to attend
                                            a JAC meeting with prior written notice to the other Party; provided that such invitees
                                            are bound by appropriate confidentiality and invention assignment obligations consistent
                                            with the terms of this Agreement. The JAC shall meet and operate until the last patient has
                                            completed the dosing regimen for Phase II Randomization for OpRegen v 1.2 or OpRegen v 1.3,
                                            as applicable, or such longer period as Roche determines is reasonably necessary or useful.
                                            Thereafter, the JAC shall cease operations and perform no further functions under this Agreement.



 




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		2.1.2	Responsibilities
                                            of the JAC. The JAC shall be responsible for performing the following functions:



 


		(a)	serving
                                            as a forum for discussion and consultation with respect to Development activities under this
                                            Agreement; and
	 	 	 
		(b)	performing
                                            such other functions as agreed to by the Parties or as specified in this Agreement.



 


		2.1.3	Decisions.
                                            The JAC shall be a consultative body and shall not have any independent decision-making authority.



 


		2.2	Joint
                                            Manufacturing Committee.



 


		2.2.1	Formation
                                            and Composition. No later than thirty (30) days following the Effective Date, the Parties
                                            shall establish a joint manufacturing committee (the “JMC”) to oversee
                                            the Technology Transfer, Ongoing Knowledge Transfer, and development, improvement, validation
                                            and performance of the Manufacturing Process for each Licensed Product. The JMC shall be
                                            composed of up to three (3) representatives designated by each of Lineage and Roche (though
                                            the Parties need not have the same number of representatives on the JMC). Each Party shall
                                            designate one (1) of its representatives as its primary contact for JMC matters (such Party’s
                                            “JMC Co-Chair”). Representatives must be appropriate for the tasks then
                                            being undertaken and the stage of Manufacturing Process development, in terms of their seniority,
                                            availability, function in their respective organizations, training and experience, provided
                                            that at least one (1) representative from each Party shall have relevant decision-making
                                            authority within their respective functions. Subject to the foregoing sentence, a Party may
                                            replace any or all of its JMC representatives (or JMC Co-Chair) at any time by informing
                                            the other Party in advance in writing (which may be by email). Once established, the JMC
                                            shall meet at least once each Calendar Quarter (unless otherwise agreed by the Parties) and
                                            shall meet at such other times as deemed appropriate by the JMC. Either Party may invite
                                            a reasonable number of other employees, consultants, manufacturing contractors, or scientific
                                            advisors to attend a JMC meeting in a non-voting capacity with prior written notice to the
                                            other Party; provided that such invitees are bound by appropriate confidentiality
                                            and invention assignment obligations consistent with the terms of this Agreement. The JMC
                                            shall meet and operate during the period commencing upon its formation until the later of
                                            (a) the completion of Technology Transfer or (b) the Initiation of the first Phase III Clinical
                                            Trial or such longer period as may reasonably be requested by Roche. Thereafter, the JMC
                                            shall cease operations and perform no further functions under this Agreement.
	 	 	 
		2.2.2	Responsibilities
                                            of the JMC. The JMC shall be responsible for performing the following functions:



 


		(a)	reviewing
                                            and updating the Technology Transfer Plan;
	 	 	 
		(b)	coordinating
                                            the Technology Transfer (and subsequent cooperation set forth in Section 4.3.1(f)),
                                            Ongoing Knowledge Transfer set forth in Section 4.3.2, and transfer of Materials set
                                            forth in Section 4.3.1(b);
	 	 	 
		(c)	coordinating
                                            and proposing Manufacturing Process Improvements, including as set forth in Section 4.2.5,
                                            for each Licensed Product;



 




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		(d)	coordinating
                                            the provision of Know-How and Regulatory Documentation set forth in Section 5.6;
	 	 	 
		(e)	discussing
                                            any Improvements as set forth in Section 5.6.3;
	 	 	 
		(f)	reviewing
                                            and updating the Lineage Work Plan and coordinating the conduct of Lineage Activities;
	 	 	 
		(g)	advising
                                            on any manufacturing issues regarding OpRegen v 1.2 or OpRegen v 1.3;
	 	 	 
		(h)	establishing,
                                            dissolving and overseeing other joint committees or teams, as appropriate, to carry out its
                                            functions;
	 	 	 
		(i)	discussing
                                            and attempting to resolve any potential or evolving disagreement between the Parties related
                                            to the Manufacturing Process development, any Development of OpRegen v 1.3, Technology Transfer,
                                            or Ongoing Knowledge Transfer; and
	 	 	 
		(j)	performing
                                            such other functions as advised by the JAC or as reasonably contemplated under this Agreement.



 


		2.2.3	Decisions.
                                            [***].



 


	2.3	Committee
                                            and Team Meetings; Minutes. Under Section 2.1 or Section 2.2, in order
                                            to hold a committee meeting or to make a committee decision, at least one (1) member of such
                                            committee from each Party must participate in the meeting or vote; provided that either
                                            Party may defer a meeting or a vote if such Party desires to postpone until the applicable
                                            committee members are able to attend, so long as such postponement does not cause material
                                            or undue delays to any Lineage Activities or Lineage’s obligations under Section
                                            4.3. Committees may meet in person or via teleconference, video conference or the like,
                                            provided that at least one (1) meeting per Calendar Year shall be held in person,
                                            if reasonably practicable, unless otherwise agreed by the Parties. Each Party shall bear
                                            the expense of its respective representatives’ participation in committee meetings.
                                            Each committee shall keep minutes of its meetings that record in writing all decisions made,
                                            action items assigned or completed and other appropriate matters. The Parties shall alternate
                                            the responsibility for keeping such meeting minutes for a particular committee. Meeting minutes
                                            shall be sent to both Parties promptly after a meeting for review, comment and approval.
                                            A decision that is made at a committee meeting shall be recorded in minutes and decisions
                                            that are made by the committee outside of a meeting shall be documented in writing (which
                                            may be by email).
	 	 
	2.4	Alliance
                                            Managers. Promptly following the Effective Date, each Party shall designate an individual
                                            to act as the primary business contact for such Party for matters related to this Agreement
                                            (such Party’s “Alliance Manager”), unless another contact is expressly
                                            specified in the Agreement or designated by the Parties for a particular purpose. The Alliance
                                            Managers shall facilitate communication and collaboration between the Parties and assist
                                            in the resolution of potential and pending issues and potential non-technical Disputes in
                                            a timely manner to enable the Parties to reach consensus and avert escalation of such issues
                                            or potential Disputes. The Alliance Managers may attend all meetings of the committees contemplated
                                            herein as non-voting participants and will be responsible for assisting such committees and
                                            teams in performing their informational and review responsibilities. Either Party may replace
                                            its Alliance Manager at any time by notifying the other Party’s Alliance Manager in
                                            writing (which may be by email).



 




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Article
3


Development;
Regulatory Affairs; Commercialization


 


		3.1	Generally.
                                            Except with respect to the Lineage Activities, Lineage’s Manufacturing responsibilities
                                            set forth in ARTICLE 4, the Permitted Activities and any other activities allocated
                                            to Lineage, as between the Parties, Roche shall be responsible for all aspects of Development
                                            and Commercialization of Licensed Products in the Field, which it shall conduct in its sole
                                            discretion and control, at its sole cost and expense.



 


		3.2	Development.



 


		3.2.1	General.
                                            Except for Lineage’s responsibilities with respect to the Lineage Activities, Roche
                                            shall (a) have sole responsibility for, and bear all costs for, Developing Licensed Products;
                                            and (b) have the sole right and authority to control all decisions related to the Development
                                            of any Licensed Products.
	 	 	 
		3.2.2	Lineage
                                            Work Plan. The research, Development, Manufacturing and other activities to be conducted
                                            by or on behalf of Lineage or its Affiliates with respect to the OpRegen Product shall be
                                            set forth in a written work plan, which may be updated and amended in writing from time to
                                            time by the JMC (the “Lineage Work Plan” and the activities set forth
                                            therein, the “Lineage Activities”). The initial Lineage Work Plan is attached
                                            hereto as Exhibit B. Lineage shall perform all such Lineage Activities at its sole
                                            cost and expense [***].
	 	 	 
		3.2.3	Existing
                                            Trial. Lineage shall conduct the Existing Trial at its sole cost and expense and in accordance
                                            with all Applicable Law, any applicable protocols, and this Agreement, including, as more
                                            specifically set forth in the Lineage Work Plan, managing safety reporting, drafting the
                                            final clinical study report(s), preparing and compiling the final tables, listings and figures,
                                            drafting such other plans or documents as Roche requires or as requested by a Regulatory
                                            Authority, and contracting with any necessary contract research organizations. Lineage shall
                                            provide Roche regular updates on the progress of the Existing Trial at the JAC or as otherwise
                                            reasonably requested by Roche and shall, at the conclusion of the Existing Trial, provide
                                            copies of all reports and data. Neither Party may amend the clinical trial protocol of the
                                            Existing Trial without the prior written consent of the other Party, except that if any amendment
                                            or additional data is required or requested by a Regulatory Authority, the Parties shall
                                            confer in good faith and reasonably cooperate with each other to satisfactorily respond to
                                            such requirement or request by such Regulatory Authority.
	 	 	 
		3.2.4	Additional
                                            OpRegen Development Prior to Phase II Lead-In. From time to time prior to commencement
                                            by Roche of Phase II Lead-In for the OpRegen Product, if a Regulatory Authority requires
                                            Roche to conduct, or if Roche otherwise determines that it is reasonably necessary or desirable
                                            to conduct, additional Development activities with respect to the OpRegen Product that are
                                            not included in the Lineage Work Plan, then upon Roche’s request, the JMC shall update
                                            the Lineage Work Plan to include such additional Development activities. Lineage shall use
                                            Commercially Reasonable Efforts to conduct any such additional Development activities in
                                            accordance with such updated plan. Each Party shall be responsible for its own FTE Costs
                                            and Out-of-Pocket Costs incurred in connection with performing such additional Development
                                            activities, [***].



 




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		3.2.5	Assessment
                                            and Further Development.



 


		(a)	Assessment.
                                            Prior to Initiation of Phase II Randomization for OpRegen v 1.2, Roche, in its sole discretion,
                                            shall assess whether to continue further Development of OpRegen v 1.2. Lineage shall provide
                                            Roche all Know-How and other information reasonably requested by Roche to make such assessment.
	 	 	 
		(b)	Modified
                                            Plan for OpRegen v 1.2. If Roche determines that OpRegen v 1.2 is not suitable for continued
                                            Development, but that additional Development activities may enable continued Development,
                                            then at Roche’s request, the JMC shall amend the Lineage Work Plan to describe such
                                            additional Development activities. The Parties shall agree, through the JMC, with respect
                                            to any such amendment to the Lineage Work Plan taking into account the capabilities of the
                                            Parties and a reasonable allocation of responsibilities based thereon, and the Parties shall
                                            use Commercially Reasonable Efforts to conduct such additional Development activities at
                                            each Party’s sole cost and expense [***].
	 	 	 
		(c)	Development
                                            Activities for OpRegen v 1.3. Whether or not the Parties implement a modified plan according
                                            to Section 3.2.5(b), if, in Roche’s sole discretion, a new version of the OpRegen
                                            Product, comprised of Lineage RPE Cells differentiated from hESC Cells and delivered as a
                                            cell suspension, with defining features specified in Schedule 3.2.5 (“OpRegen
                                            v 1.3”) is required or desirable in order to support further Development of the
                                            OpRegen Product, then at Roche’s request, the JMC shall amend the Lineage Work Plan
                                            to include such Development activities for OpRegen v 1.3. The Parties shall agree, through
                                            the JMC, with respect to any such amendment to the Lineage Work Plan taking into account
                                            the capabilities of the Parties and a reasonable allocation of responsibilities based thereon,
                                            and the Parties shall use Commercially Reasonable Efforts to conduct such additional Development
                                            activities at each Party’s sole cost and expense [***]. Prior to Initiation of Phase
                                            II Randomization for OpRegen v 1.3, Roche, in its sole discretion, shall assess whether to
                                            continue further Development of OpRegen v 1.3. Lineage shall provide Roche all Know-How and
                                            other information reasonably requested by Roche to make such assessment.



 


		3.2.6	Conduct
                                            of Lineage Activities. Except as otherwise expressly provided in this Agreement [***],
                                            Lineage shall be responsible for its own FTE Costs and Out-of-Pocket Costs incurred in connection
                                            with performing the Lineage Activities. In its sole discretion, Roche shall have the right
                                            to assume and complete some or all of such Lineage Activities by providing written notice
                                            to Lineage. If Roche exercises such right, Lineage shall (a) without limitation of Section
                                            5.6, transfer any Know-How or assign any Regulatory Documentation relating to such Lineage
                                            Activities and (b) use Commercially Reasonable Efforts to ensure that Roche obtains the benefits
                                            of any or all Third Party agreements relating to such Lineage Activities.
	 	 	 
		3.2.7	Supporting
                                            Activities. Without limiting Lineage’s obligations hereunder, including the Lineage
                                            Activities and as set forth in ARTICLE 4, Lineage agrees to provide further consultations
                                            with Roche as may be reasonably necessary regarding the Development, Manufacture and Commercialization
                                            of Licensed Products at Roche’s reasonable request.
	 	 	 
		3.2.8	Progress
                                            Reports; Notices.



 


		(a)	Lineage
                                            Work Plan. Lineage will furnish to the JAC, at least [***] prior to each JAC meeting,
                                            to the extent applicable, an update on Lineage’s progress under the Lineage Work Plan
                                            (including any work with respect to the Existing Trial) during the relevant Calendar Quarter,
                                            including a summary of any material results and data generated by Lineage under the Lineage
                                            Work Plan.



 




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		(b)	Roche
                                            Reports. Within [***] after each Calendar Year of the Term, Roche shall provide to Lineage
                                            an annual written report summarizing Roche’s progress in the Development of Licensed
                                            Products. Roche’s obligations under this Section 3.2.8(b) shall end upon the
                                            first Marketing Authorization of a Licensed Product.
	 	 	 
		(c)	Permitted
                                            Activities; [***]. Lineage will furnish to the JAC, at least [***] prior to each JAC
                                            meeting, to the extent applicable, an update on Lineage’s progress under any Permitted
                                            Activities during the relevant Calendar Quarter, including detailed material results and
                                            data generated for such Permitted Activities (including [***], and any new intellectual property
                                            created by Lineage). Additionally, Lineage shall provide to the JAC within [***] of receipt
                                            by Lineage of the following items [***].



 


	3.3	Compliance.
                                            Each Party shall perform or cause to be performed, any and all of its Development activities
                                            in good scientific manner and in compliance with all Applicable Law and Regulatory Authority
                                            requirements.
	 	 
	3.4	Records.
                                            Each Party shall, and shall ensure that any Third Parties contracted pursuant to Section
                                            3.9, maintain records in sufficient detail and in good scientific manner appropriate
                                            for Patent and regulatory purposes, and in compliance with Applicable Law, which shall be
                                            complete and accurate and shall properly reflect all work done and results achieved in the
                                            performance of its Development activities set forth in Section 3.2, which shall record
                                            only such activities and shall not include or be commingled with records of activities other
                                            than Development activities for the Licensed Products. All laboratory notebooks shall be
                                            maintained for no less than the term of any Patent issuing therefrom. All other records shall
                                            be maintained by the applicable Party through the end of the Term and for three (3) years
                                            thereafter, or for such longer period as may be required by Applicable Law.
	 	 
	3.5	Pharmacovigilance;
                                            Safety Databases. Within sixty (60) days of the Effective Date: (a) the Parties shall
                                            enter into a pharmacovigilance agreement with respect to the Existing Trial to enable monitoring
                                            of the safety of applicable products and to meet reporting requirements with any applicable
                                            Regulatory Authority (“Pharmacovigilance Agreement”), and (b) Lineage
                                            shall transfer to Roche all safety databases related to the Existing Trial. The Parties acknowledge
                                            that such Pharmacovigilance Agreement and transfer of safety databases are pre-conditions
                                            that must be satisfied before transfer of Regulatory Documentation (including any INDs) under
                                            Section 3.6.2. Any unreasonable delay by Lineage beyond such sixty (60)-day period
                                            shall constitute a material breach under Section 13.2. Until such safety database
                                            has been successfully transferred and such Pharmacovigilance Agreement has been successfully
                                            executed, Lineage shall notify Roche of any serious adverse event within twenty-four (24)
                                            hours of such occurrence and shall otherwise promptly notify Roche of any and all adverse
                                            events or other safety observations.



 




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		3.6	Regulatory
                                            Affairs.



 


		3.6.1	Regulatory
                                            Interactions. As between the Parties, subject to Section 3.6.4 with respect to
                                            the Lineage Activities conducted in connection with the Israel CTA, Roche shall have the
                                            sole right to prepare, obtain and maintain applications for Regulatory Approval (including
                                            the setting of the overall regulatory strategy therefor) and other submissions and to conduct
                                            communications with the Regulatory Authorities, for Licensed Products in the Territory (which
                                            shall include filings of or with respect to INDs and other filings or communications with
                                            the Regulatory Authorities with respect to Development activities). Without limiting Lineage’s
                                            obligations under the Lineage Work Plan, Lineage shall support Roche, as may be reasonably
                                            necessary, in obtaining Regulatory Approvals for the Licensed Products and in the activities
                                            in support thereof, including providing all documents or other materials in the possession
                                            or control of Lineage or any of its Affiliates as may be necessary or useful for Roche or
                                            any of its Affiliates or its or their Sublicensees to obtain Regulatory Approvals for the
                                            Licensed Products. For clarity, if a Regulatory Authority requests or requires the submission
                                            of any Lineage Confidential Information (including trade secret information) with respect
                                            to cell line development, a master cell bank or a working cell bank, or any other information
                                            that Lineage has not already provided to Roche, then Lineage will promptly provide such information
                                            either to Roche or directly to such Regulatory Authority, provided, however,
                                            that if Lineage opts to provide such information directly to such Regulatory Authority, Lineage
                                            shall first confer with Roche and provide a redacted version of the proposed submission for
                                            Roche’s approval. If Lineage is required under Applicable Law to engage with any Regulatory
                                            Authority with respect to any Licensed Product (e.g., in connection with the Existing Trial),
                                            Lineage shall ensure that Roche is promptly notified and include Roche in its interactions,
                                            and shall ensure that all responses or interactions are done with Roche’s knowledge
                                            and approval.
	 	 	 
		3.6.2	Regulatory
                                            Documentation. Except to the extent prohibited by Applicable Law, all Regulatory Documentation
                                            (including all Regulatory Approvals) relating to the OpRegen Product (excluding the clinical
                                            trial application for the Existing Trial being conducted in Israel (the “Israel
                                            CTA”)) or other Licensed Products, developed or granted after the Effective Date
                                            shall be owned by and shall be the sole property and held in the name of, Roche or its designated
                                            Affiliate, Sublicensee or designee. Lineage hereby assigns to Roche all of its right, title,
                                            and interest in and to all such Regulatory Documentation (including such Regulatory Approvals,
                                            but excluding the Israel CTA). Lineage shall transfer to Roche, within [***] of satisfying
                                            the pre-conditions set forth in Section 3.5, all such Regulatory Documentation (including,
                                            for clarity, transfer of the IND associated with the Existing Trial). Lineage shall perform
                                            all acts and assure execution of all documents necessary to confer unto Roche its rights
                                            under this Section 3.6.2, including, if applicable, appropriate rights of reference.
                                            Lineage shall also perform additional actions as Roche may reasonably request in connection
                                            with securing Roche’s rights under this Section 3.6.2.
	 	 	 
		3.6.3	Regulatory
                                            Correspondence Related to Manufacturing. Lineage shall immediately (but in any event
                                            within [***]) notify Roche in writing of, and provide Roche with copies of, any correspondence
                                            and other documentation received or prepared by Lineage in connection with receipt of a regulatory
                                            letter, warning letter, Form 483 (Inspectional Observations) or similar item, from the FDA
                                            or any other Regulatory Authority.
	 	 	 
		3.6.4	Israel
                                            CTA Lineage Activities. 



 


		(a)	Interactions
                                            with Regulatory Authorities. Lineage shall, at its cost and expense, be responsible for
                                            liaising and managing interactions with Regulatory Authorities in Israel (including acting
                                            as a clinical trial sponsor) with respect to the Israel CTA. Lineage shall provide Roche
                                            with prior written notice of any substantive meeting, conference, or discussion (including
                                            any advisory committee meeting) with a Regulatory Authority in Israel relating to any Licensed
                                            Product, within [***] after Lineage first receives notice of the scheduling of such meeting
                                            (or within such shorter period as may be necessary in order to give Roche a reasonable opportunity
                                            to have at least two (2) representatives attend such meeting). Roche shall have the right
                                            to attend and participate in all such meetings, to the extent permitted by Applicable Law.
                                            In addition, Roche shall have the right to participate in any substantive preparatory pre-meetings
                                            held prior to such a Regulatory Authority meeting.



 




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		(b)	Regulatory
                                            Correspondence. Lineage shall promptly provide to Roche copies of any material documents,
                                            information or other correspondence received from a Regulatory Authority pertaining to the
                                            Existing Trial, including, but not limited to, the Israel CTA and amendments thereto, Regulatory
                                            Authority meeting requests, and Regulatory Authority advice (including scientific advisory
                                            packages). Lineage shall provide Roche access to a draft of all materials pertaining to the
                                            Existing Trial in Israel to be submitted by Lineage to a Regulatory Authority, sufficiently
                                            in advance of the intended submission dates, but in any event no later than [***] prior to
                                            the intended submission date, to enable Roche to review and provide comments to Lineage concerning
                                            the content thereof. Lineage shall incorporate all reasonable comments of Roche.
	 	 	 
		(c)	Adverse
                                            Event Reports. Lineage shall comply with (or assist Roche with) the collection, review,
                                            assessment, tracking and filing of information related to any adverse events in accordance
                                            with Applicable Law, and the Pharmacovigilance Agreement. Until such Pharmacovigilance Agreement
                                            is successfully executed, Lineage shall notify Roche of any serious adverse event within
                                            [***] of occurrence and shall otherwise promptly notify Roche of any and all adverse events
                                            or other safety observations.



 


	3.7	Commercialization.
                                            Roche, at its own expense, shall have sole responsibility and decision-making authority
                                            for the Commercialization of Licensed Products in accordance with Applicable Law.
	 	 
	3.8	Diligence.
                                            [***].
	 	 
	3.9	Subcontracting.



 


		3.9.1	Roche.
                                            Roche shall have the right to subcontract any of its activities under this Agreement
                                            to a Third Party. If practicable, Roche shall notify Lineage of its intent to subcontract
                                            any Manufacturing of the Licensed Products to a Third Party to allow Lineage the opportunity
                                            to provide feedback regarding the selection of any such Third Party with respect to such
                                            subcontractor’s cell therapy manufacturing capabilities.
	 	 	 
		3.9.2	Lineage.
                                            Lineage shall not subcontract any material Lineage Activities or Manufacturing activities
                                            to a Third Party, other than to the applicable Authorized Subcontractors solely to perform
                                            the relevant Subcontracted Activities. Such activities performed by an Authorized Subcontractor
                                            on behalf of Lineage shall be pursuant to a written subcontract specifying the work to be
                                            subcontracted, and containing provisions consistent with the terms and conditions of this
                                            Agreement, including with respect to confidentiality and Intellectual Property. Lineage shall
                                            provide Roche the opportunity to review and approve any such subcontract prior to its execution.



 




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		3.9.3	Performance.
                                            Each Party shall be responsible (and liable) to the other Party for the performance of
                                            such Party’s activities pursuant to this Agreement by its subcontractors and for any
                                            failure by its subcontractors to comply with the restrictions, limitations and obligations
                                            set forth in this Agreement as if such performance or failure of such subcontractors were
                                            the performance or failure of such Party under this Agreement.



 


Article
4


Manufacturing;
Technology Transfer


 


	4.1	Manufacture
                                            by Roche. Subject to Lineage’s obligation to Manufacture and supply described in
                                            Section 4.2 and except as otherwise may be agreed by the Parties in writing, following
                                            the successful completion of Technology Transfer, Roche shall be solely responsible for clinical
                                            and commercial supply and Manufacture of all Licensed Products in the Territory.
	 	 
	4.2	Manufacture
                                            by Lineage.



 


		4.2.1	Certain
                                            Clinical Trial Material. Until the completion of Phase II Randomization or as otherwise
                                            agreed to by the Parties, Lineage shall Manufacture and supply to Roche, at Lineage’s
                                            sole cost and expense all RPE Cells and Licensed Products sufficient for all Development
                                            activities with respect to Licensed Products, including the Lineage Activities, or as mutually
                                            agreed upon by the Parties.
	 	 	 
		4.2.2	Phase
                                            II Clinical Trial Quality Agreement. The Parties shall enter into a quality agreement
                                            as it relates to Lineage’s Manufacture and supply for Roche’s Phase II Clinical
                                            Trial. Such quality agreement shall be executed within sixty (60) days of the Effective Date,
                                            unless Roche in its sole discretion elects to extend such time period.
	 	 	 
		4.2.3	Phase
                                            III Clinical Trial Material and Commercial Supply. Notwithstanding Section 4.2.1,
                                            at Roche’s request, the Parties shall discuss and negotiate in good faith whether Lineage
                                            shall continue to Manufacture and supply Licensed Product to Roche for Roche’s Phase
                                            III Clinical Trials for OpRegen v 1.2 or OpRegen v 1.3, as applicable (a “Clinical
                                            Supply and Quality Agreement”), and/or for commercial quantities of Licensed Products
                                            under a supply agreement and a quality agreement for Manufacture of Licensed Products by
                                            Lineage (“Commercial Supply and Quality Agreement”), in either case, consistent
                                            with the terms and conditions of this ARTICLE 4. Lineage shall not be obligated to
                                            Manufacture and supply to Roche, and Roche shall not be obligated to purchase or otherwise
                                            procure from Lineage, any quantities of Licensed Product following completion of the Phase
                                            II Clinical Trial for OpRegen v 1.2 or OpRegen v 1.3, as applicable, unless and until the
                                            Parties have entered into a Clinical Supply and Quality Agreement, in the case of any additional
                                            clinical supply, or a Commercial Supply and Quality Agreement, in the case of any commercial
                                            supply. If Lineage agrees to negotiate a Clinical Supply and Quality Agreement or a Commercial
                                            Supply and Quality Agreement (each a “Supply Agreement”), the Parties
                                            will use diligent, good faith efforts to execute such Supply Agreement within [***] days.
	 	 	 
		4.2.4	Supply
                                            Agreement. It is the intention of the Parties that any Supply Agreement will (a) be entered
                                            into with a lead time that would take into account [***]. Roche shall have the right, at
                                            its own cost under the Commercial Supply and Quality Agreement, to conduct audits of any
                                            relevant facility and of all suppliers, including any relevant books and records.



 




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		4.2.5	Process
                                            Improvements. In the course of conducting Manufacturing pursuant to this Section 4.2,
                                            Lineage will, in consultation with the JMC, use Commercially Reasonable Efforts to (a) reduce
                                            Manufacturing Costs for the applicable Manufacturing Process, (b) develop methods to facilitate
                                            practical use of a more centralized network of Manufacturing facilities and improve turn-around
                                            time, and (c) otherwise implement the JMC’s requests with respect to the Manufacturing
                                            Process (and modifications thereto). In the event Lineage reasonably believes that it will
                                            not be able to implement any of the foregoing, it will promptly notify the JMC.
	 	 	 
		4.2.6	Compliance.
                                            Lineage shall conduct all its respective Manufacturing and supply activities hereunder in
                                            compliance with all Applicable Law, rules and regulations, including current Good Manufacturing
                                            Practices (with respect to clinical supply). Lineage shall be responsible for establishing
                                            and maintaining proper quality assurance and quality control policies and procedures in connection
                                            with such Manufacturing activities.
	 	 	 
		4.2.7	Audit
                                            Rights. Roche shall have the right, at its own cost, to conduct (a) one (1) initial audit
                                            prior to execution of a Supply Agreement at a reasonable time during normal business hours
                                            and upon reasonable prior notice to Lineage and (b) subsequent audits, of any facility at
                                            which the Manufacture of Licensed Products under such agreement will be performed and of
                                            all suppliers of materials therefor, including any relevant books and records, provided
                                            that any such subsequent audits will take place (i) at reasonable times during normal
                                            business hours, (ii) upon at least [***] prior written notice to Lineage and (iii) no more
                                            than [***] per Calendar Year. For clarity, an audit requested by a Regulatory Authority shall
                                            not be subject to the limitations of subsections (a) and (b) of this Section 4.2.7.
                                            Lineage shall use Commercially Reasonable Efforts to comply with, or support Roche’s
                                            compliance with, any deadlines pursuant to such audit request by a Regulatory Authority.



 


		4.3	Technical
                                            and Knowledge Transfer.



 


		4.3.1	Technology
                                            Transfer.



 


		(a)	Documents
                                            Transfer. Lineage shall, at its sole cost and expense, in accordance with the timeframes
                                            set forth on Exhibit D or Exhibit E, as applicable, effect a full transfer
                                            to Roche or its designee of (i) the documents set forth in Exhibit D and Exhibit
                                            E and (ii) any additional documents that are within the scope of the licenses granted
                                            to Roche pursuant to Section 5.1 or reasonably necessary or desirable for Exploiting
                                            the OpRegen Product. Such transfer shall include the provision of copies of the clinical
                                            data, research data, records, lab reports, technical documentation, materials lists and equipment
                                            lists (including the identity of source vendors, suppliers, etc., as applicable), specifications,
                                            procedures as well as any documents related to the Manufacture, Manufacturing Process and/or
                                            testing of the OpRegen Product.
	 	 	 
		(b)	Materials
                                            Transfer. Lineage shall, at its sole cost and expense, within [***] after Roche’s
                                            request, assign and transfer to Roche or its designee and deliver to Roche or its designee,
                                            at a location to be specified by Roche, all (as and to the extent requested by Roche) inventory
                                            of the Licensed Product or any other materials (including cell banks or intermediate materials)
                                            in Lineage’s possession set forth in Table 1 of Exhibit E (collectively, “Materials”).
                                            Thereafter, Roche or its CMO shall maintain the master cell bank for each working cell bank
                                            delivered to Roche and, if any such working cell bank is contaminated (or becomes contaminated)
                                            or is no longer usable to Manufacture the Licensed Products, then, upon Roche’s reasonable
                                            request, Lineage shall make a new master cell bank and working cell bank and shall perform
                                            the necessary testing and assays required or requested by Roche or the Regulatory Authorities,
                                            sufficient to resume Exploitation of the Licensed Products. Further, if Roche for any other
                                            reason requests a new master cell bank, Lineage shall use Commercially Reasonable Efforts
                                            to make such cell bank and perform the necessary testing and assays requested by Roche, at
                                            Roche’s sole expense.



 




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		(c)	Know-How
                                            Transfer; Manufacturing. Lineage shall, at its sole cost and expense, at a timeline determined
                                            by the JMC, effect a full transfer to Roche or its designee of the Know-How (including Lineage
                                            Know-How) that is within the scope of the licenses granted to Roche pursuant to Section
                                            5.1 or reasonably necessary or desirable for Exploiting the OpRegen Product, as set forth
                                            in Exhibit C. Such transfer shall include (i) technical training to enable Roche to
                                            use the Manufacturing Know-How provided in this Section 4.3.1 to make Licensed Products,
                                            including reasonable access to Lineage’s employees and facilities and, if practicable,
                                            Third Party service providers with relevant subject matter expertise, to answer questions
                                            and assist Roche in understanding and implementing such Manufacturing Know-How and (ii) support
                                            for Roche’s qualification and Manufacture of OpRegen v 1.2 or OpRegen v 1.3, as applicable,
                                            including performing certain studies and Manufacturing batches of the applicable OpRegen
                                            Product required to support Roche’s clinical activities to the extent necessary or
                                            desirable for qualification and comparability testing of OpRegen v 1.2 or OpRegen v 1.3,
                                            as applicable. Such access and assistance shall occur through the JMC, on-site visits at
                                            Lineage’s or Roche’s facilities (or facilities of its Affiliates or designated
                                            CMO, as applicable), or telephonic, videoconference or other meetings with personnel of Lineage
                                            and Authorized Subcontractors. Lineage shall, and shall cause its Affiliates to, take such
                                            steps as are reasonably necessary or useful to assist Roche (or its Affiliate or designated
                                            CMO, as applicable) in obtaining any necessary licenses, permits or approvals from Regulatory
                                            Authorities with respect to the Manufacture of the OpRegen Product at the applicable facilities.
	 	 	 
		(d)	Definitions.
                                            The Parties shall cooperate to document transfer of the documents, Materials, and Know-How
                                            described in subclauses (a), (b), and (c) of this Section 4.3.1 (such transfer obligations,
                                            the “Technology Transfer”). The plan that lists documents and materials
                                            to be transferred from Lineage to Roche during the Technology Transfer (including the descriptions
                                            of the activities to be conducted to effect the Technology Transfer, an estimated timeline
                                            and allocation of responsibility with respect to such Technology Transfer, and the success
                                            criteria that must be achieved for the Technology Transfer to be deemed complete) that are
                                            related to Lineage Know-How, Joint Know-How or Know-How within the Lineage Patents or Joint
                                            Patents existing as of the date of Roche’s request pursuant to subclauses (a), (b),
                                            and (c) of this Section 4.3.1 is attached hereto as Exhibit C, Exhibit D,
                                            and Exhibit E (collectively, the “Technology Transfer Plan”); provided,
                                            however, that the Technology Transfer Plan is not intended to limit, and shall not
                                            be construed as limiting, Lineage’s obligation to effect the Technology Transfer pursuant
                                            to subclauses (a), (b), and (c) of this Section 4.3.1. The Technology Transfer Plan
                                            will be reviewed by the JMC at least every Calendar Quarter and may be updated and amended
                                            from time to time, as the JMC determines, as may be desirable or required to achieve the
                                            Technology Transfer success criteria.



 




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		(e)	Completion
                                            of Technology Transfer. The Technology Transfer shall be considered complete only after
                                            the success criteria set forth in Exhibit C of the Technology Transfer Plan has been
                                            achieved [***].
	 	 	 
		(f)	Additional
                                            Technology Transfer Activities. Following completion of the Technology Transfer, Roche
                                            shall have the right, at any time and from time to time through Marketing Authorization of
                                            the first Licensed Product, to require Lineage, at its sole expense [***], to provide Roche
                                            with reasonable access to its employees and facilities, to answer questions that may arise
                                            in maintenance of the Manufacturing Process and Know-How provided as part of the Technology
                                            Transfer (“Additional Technology Transfer Activities”). Following Marketing
                                            Authorization of the first Licensed Product, Lineage shall reasonably assist Roche in responding
                                            to requests from a Regulatory Authority.



 


		4.3.2	Ongoing
                                            Transfer of Technical Information. On an ongoing basis throughout the Term, at least
                                            once each Calendar Quarter (or such other frequency as mutually agreed by the Parties through
                                            the JMC), Lineage shall provide to the JMC, any and all Lineage Know-How that is within the
                                            scope of the licenses granted to Roche pursuant to Section 5.1 and Project Know-How
                                            (“Ongoing Knowledge Transfer”). Lineage will respond to Roche’s
                                            reasonable requests for such Know-How and make appropriate personnel available to Roche at
                                            reasonable times and places and upon reasonable prior notice for the purpose of assisting
                                            Roche to understand and use such Lineage Know-How and Project Know-How in connection with
                                            the research, Manufacturing, Development or Commercialization of Licensed Products.



 


Article
5


Licenses


 


		5.1	License
                                            Grant to Roche. Lineage hereby grants Roche and its Affiliates:



 


		5.1.1	an
                                            exclusive (even as to Lineage and its Affiliates), worldwide license, including the right
                                            to sublicense through multiple tiers, under the Lineage Patents, the Lineage Know-How, and
                                            Lineage’s interest in the Joint Patents and Joint Know-How, to research, Develop, make,
                                            have made, Manufacture, use, register, offer for sale, sell, import, modify, Commercialize
                                            and otherwise fully Exploit Licensed Products and any Improvement with respect thereto in
                                            the Field in the Territory [***]; and
	 	 	 
		5.1.2	an
                                            exclusive (even as to Lineage and its Affiliates), worldwide license, including the right
                                            to sublicense through multiple tiers, under the OpRegen Trademarks, to Manufacture, use,
                                            register, offer for sale, sell, import, modify, distribute, Commercialize and otherwise fully
                                            Exploit Licensed Products and any Improvement with respect thereto in the Territory.



 


		5.2	License
                                            Grant to Lineage. Roche hereby grants to Lineage:



 


		5.2.1	a
                                            non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable license and right
                                            of reference under the Roche Know-How, the Roche Patents and any relevant Regulatory Documentation
                                            solely to perform Lineage’s obligations under this Agreement; and



 




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		5.2.2	a
                                            non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable sublicense under
                                            the licenses granted to Roche in Section 5.1.1 and Section 5.1.2, solely to
                                            perform Lineage’s obligations under this Agreement.



 


		5.3	Sublicenses.
                                            Roche and its Affiliates shall have the right to sublicense the rights granted under Section
                                            5.1.1 and Section 5.1.2 to Third Parties; provided that such sublicense
                                            is subject to and consistent with the terms and conditions of this Agreement, and provided,
                                            further, that Roche or its Affiliate shall remain responsible for the Sublicensee’s
                                            compliance with the applicable provisions of this Agreement in connection with such performance.
                                            Roche hereby expressly waives any requirement that Lineage exhaust any right, power, or remedy,
                                            or proceed against a Sublicensee, for any obligation or performance hereunder prior to proceeding
                                            directly against Roche.



 


		5.4	Existing
                                            Third Party In-License Agreements.



 


		5.4.1	[***].
                                            For avoidance of doubt, as between the Parties, Lineage shall have the sole obligation to
                                            make all payments owed under written agreements entered into by Lineage with Third Parties
                                            as of the Effective Date that relate to any Licensed Product, including the Existing Third
                                            Party Agreement Payments.
	 	 	 
		5.4.2	The
                                            Parties acknowledge that, on December 17, 2021, the Parties entered into a side letter agreement
                                            to that certain Second Amended and Restated License Agreement by and between Hadasit Medical
                                            Research Services and Development Ltd. (“Hadasit”) and Cell Cure, dated
                                            as of June 15, 2017, as amended on November 30, 2017, December 1, 2019, and December 17,
                                            2021 (the “Hadasit Agreement”), which side letter agreement modifies certain
                                            terms of the Hadasit Agreement (the “Hadasit Side Letter”).



 


	5.5	No
                                            Additional Licenses. Except as expressly provided in this Agreement, nothing in this
                                            Agreement shall grant either Party any right, title or interest in and to the Know-How, Patents
                                            or other Intellectual Property rights of the other Party (either expressly or by implication
                                            or estoppel).
	 	 
	5.6	Disclosure
                                            of Know-How and Regulatory Documentation; Improvements.



 


		5.6.1	Lineage
                                            shall and shall cause its Affiliates to, without additional compensation, disclose and make
                                            available to Roche, in whatever form Roche may reasonably request (including by providing
                                            copies thereof), Regulatory Documentation, Lineage Know-How, Joint Know-How and any other
                                            Know-How claimed or Covered by any Lineage Patent or otherwise relating, directly or indirectly,
                                            to any Licensed Product or the Exploitation thereof, (a) that is in existence as of the Effective
                                            Date, promptly after the Effective Date and (b) that comes into existence after the Effective
                                            Date, promptly after the earlier of the development, making, conception or reduction to practice
                                            of such Regulatory Documentation, Lineage Know-How, Joint Know-How or other Know-How. Without
                                            limiting the foregoing, Lineage shall, within [***] of the Effective Date, transfer to Roche,
                                            in such form and format (including translated into English, as appropriate) as Roche may
                                            reasonably request, (i) the IND(s) of all OpRegen Products, (ii) all clinical and non-clinical
                                            data, research, analyses and other Know-How relating to the Licensed Products, (iii) copies
                                            of all correspondence, as of the Effective Date, to and from any Regulatory Authority that
                                            relates to the Licensed Products, and (iv) copies of all relevant Regulatory Documentation.



 




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		5.6.2	Lineage,
                                            at its sole cost and expense, shall provide Roche with all reasonable assistance required
                                            in order to transfer to Roche the Regulatory Documentation, Lineage Know-How, Joint Know-How
                                            and any other Know-How required to be produced pursuant to Section 5.6.1, in each
                                            case, in a timely manner, and shall assist Roche with respect to the exploitation of the
                                            Licensed Products. Without limiting the foregoing, Lineage shall make available to Roche,
                                            including at Roche’s facilities (or at facilities of its Affiliates or its designated
                                            CMO), those of Lineage’s representatives as Roche may reasonably request for purposes
                                            of transferring the Regulatory Documentation, Lineage Know-How, Joint Know-How or other Know-How
                                            to Roche or for purposes of Roche acquiring expertise on the practical application of such
                                            Know-How or assisting on issues arising during such Exploitation.
	 	 	 
		5.6.3	Without
                                            limiting the foregoing, Lineage shall without delay disclose to Roche any Improvements made
                                            or otherwise Controlled by Lineage or its Affiliates during the Term and provide Roche with
                                            all relevant Know-How and materials with respect to such Improvements. [***].



 


		5.7	Exclusivity;
                                            Change in Control.



 


		5.7.1	Exclusivity.
                                            Lineage shall not, and shall cause its Affiliates not to, directly or indirectly (except
                                            with respect to the Permitted Activities, Lineage Activities and as agreed with respect to
                                            Manufacturing and Technology Transfer), research, Develop, use, manufacture, modify, Commercialize
                                            or otherwise Exploit, or license, authorize, appoint, or otherwise assist or enable any Third
                                            Party to directly or indirectly do any of the foregoing, in each case, anywhere in the Territory
                                            during the period [***].
	 	 	 
		5.7.2	Exceptions.
                                            Subject to Section 15.3, if a Third Party becomes an Affiliate of Lineage or its Affiliate
                                            after the Effective Date through a Change in Control (each, an “Acquisition Affiliate”),
                                            and as of the closing date of such transaction, such Third Party is engaged in activities
                                            that, if conducted by Lineage, would cause Lineage to be in breach of its exclusivity obligations
                                            set forth in this Section 5.7 (such Third Party program, a “Competing Program”),
                                            then:



 


		(a)	if
                                            Lineage or its Affiliate is acquired, then such new Acquisition Affiliate (the “Acquirer”)
                                            may continue such Competing Program after such Change in Control and such continuation shall
                                            not constitute a breach of Lineage’s exclusivity obligations set forth in this Section
                                            5.7; provided that the Acquirer conducts such Competing Program independently
                                            of the activities of this Agreement (including ensuring that (i) no personnel involved in
                                            the Competing Program have access to non-public plans or information relating to the Development
                                            or Commercialization of Licensed Products or Confidential Information of Roche, (ii) and
                                            segregating all personnel conducting activities related to the Licensed Product from all
                                            personnel conducting the Competing Program) and does not incorporate or reference the Lineage
                                            Patents or Joint Patents (or any Confidential Information or inventions disclosed in the
                                            foregoing) or the Lineage Know-How or Joint Know-How, or other Confidential Information of
                                            Roche in the conduct of such Competing Program; and



 




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    	CONFIDENTIAL
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		(b)	if
                                            Lineage or its Affiliate acquires a Third Party, then Lineage or its Affiliate and its new
                                            Acquisition Affiliate will have [***] from the closing date of such transaction to wind down
                                            or complete the Divestiture of such Competing Program and shall cease all activities with
                                            respect to such Competing Program if it has not completed such Divestiture within such period
                                            (it being understood that Lineage or its Affiliate and its new Acquisition Affiliate may
                                            thereafter continue its efforts to complete Divestiture), and its new Acquisition Affiliate’s
                                            conduct of such Competing Program during such [***] period shall not be deemed a breach of
                                            the exclusivity obligations set forth in this Section 5.7; provided that such
                                            new Acquisition Affiliate conducts such Competing Program during such [***] period independently
                                            of the activities of this Agreement (including ensuring that (i) no personnel involved in
                                            the Competing Program have access to non-public plans or information relating to the Development
                                            or Commercialization of Licensed Products or Confidential Information of Roche, and (ii)
                                            segregating all personnel conducting activities related to the Licensed Product from all
                                            personnel conducting the Competing Program) and does not incorporate or reference the Lineage
                                            Patents or Joint Patents (or any Confidential Information or inventions disclosed in the
                                            foregoing) or the Lineage Know-How or Joint Know-How or other Confidential Information of
                                            Roche in the conduct of such Competing Program. “Divestiture”, as used
                                            in this Section 5.7.2(b), means the sale or transfer (including via exclusive license)
                                            of all rights to the Competing Program, as applicable, to a Third Party.



 


		5.8	Product
                                            Trademarks.



 


		5.8.1	Roche
                                            shall have the sole right to determine the Product Trademarks to be used with respect to
                                            the Exploitation of the Licensed Products on a worldwide basis, including whether to use
                                            any OpRegen Trademark. Lineage shall not, and shall not permit its Affiliates to, (a) use
                                            in their respective businesses, any Trademark that is confusingly similar to, misleading
                                            or deceptive with respect to or that dilutes any (or any part) of the Product Trademarks,
                                            or (b) do any act which endangers, destroys, or similarly affects, in any material respect,
                                            the value of the goodwill pertaining to the Product Trademarks. Lineage shall not, and shall
                                            not permit its Affiliates to, attack, dispute, or contest the validity of or ownership of
                                            such Product Trademark anywhere in the Territory or any registrations issued or issuing with
                                            respect thereto.
	 	 	 
		5.8.2	Roche
                                            acknowledges the standards and reputation for quality symbolized by the OpRegen Trademarks
                                            as of the Effective Date, and Roche shall use the OpRegen Trademarks in a manner consistent
                                            with such quality standards and reputation. Lineage shall have the right to request representative
                                            samples of any product bearing the OpRegen Trademarks solely for purposes of exercising quality
                                            control over Roche’s use of the OpRegen Trademarks on or in connection with the Licensed
                                            Products to the extent reasonably necessary under Applicable Law to maintain the validity
                                            of the OpRegen Trademarks and protect the goodwill associated therewith.



 


Article
6

Financial Terms


 


		6.1	Upfront
                                            Payment. In consideration for the rights and licenses set forth herein, no later than
                                            thirty (30) days after the Effective Date and Roche’s receipt of an invoice therefor,
                                            Roche shall pay Lineage a one-time upfront payment in the amount of fifty million Dollars
                                            ($50,000,000).



 




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    	CONFIDENTIAL
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		6.2	Development
                                            Milestones. Subject to Section 6.6, Roche shall pay Lineage each milestone payment
                                            set forth in the following table only once, in accordance with Section 7.1, following
                                            the first achievement of the corresponding milestone event:



 


	 	 	Milestone
    Event	 	Milestone
    Payment
	 	 	 	 	[***]	[***]	[***]
	1.	 	[***]	 	[***]	[***]	[***]
	2.	 	[***]	 	[***]	[***]	[***]
	3.	 	[***]	 	[***]	[***]	[***]
	4.	 	[***]	 	[***]	[***]	[***]
	5.	 	[***]	 	[***]	[***]	[***]
	6.	 	[***]	 	[***]	[***]	[***]
	7.	 	[***]	 	[***]	[***]	[***]


 


*
For clarity, Lineage shall only be entitled to receive Milestone 3 once, for either (a) or (b).


**
For clarity, Lineage shall only be entitled to receive Milestone 4 once, for either (a) or (b).


 


Each
milestone payment specified in this Section 6.2 is payable one-time only. For the avoidance of doubt, Roche’s cumulative
obligation under this Section 6.2 shall in no event exceed [***].


 


		6.3	Annual
                                            Net Sales Milestones. Subject to Section 6.6, Roche shall pay Lineage each milestone
                                            payment set forth in the following table, in accordance with ARTICLE 7, following
                                            the first achievement of the corresponding milestone event by the first Licensed Product
                                            [***]:



 


	 	 	Milestone
    Event	 	Milestone
    Payment
	1.	 	[***]	 	[***]
	2.	 	[***]	 	[***]
	3.	 	[***]	 	[***]
	4.	 	[***]	 	[***]


 


Each
milestone payment specified in this Section 6.3 is payable one-time only. For the avoidance of doubt, Roche’s cumulative
obligation under this Section 6.3 shall in no event exceed [***].


 




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		6.4	Royalties.
                                            During the applicable Royalty Term, Roche shall pay Lineage, on a Licensed Product-by-Licensed
                                            Product and country-by-country basis, and subject to Section 6.5 and Section 6.6,
                                            a royalty on worldwide Annual Net Sales of such Licensed Product in accordance with ARTICLE
                                            7, as follows:



 


		6.4.1	[***]:



 


	Worldwide
    Annual Net Sales	 	Royalty
    Rate
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]


 


		6.4.2	[***]:



 


	Worldwide
    Annual Net Sales	 	Royalty
    Rate
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]


 


		6.4.3	[***]:



 


	Worldwide
    Annual Net Sales	 	Royalty
    Rate
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]


 


		6.4.4	[***]:



 


	Worldwide
    Annual Net Sales	 	Royalty
    Rate
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]


 


[***].


 


[***].




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    	CONFIDENTIAL
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		6.5	Royalty
                                            Payments.



 


		6.5.1	Royalty
                                            Term. [***].
	 	 	 
		6.5.2	Rights
                                            Following Expiration of Royalty Term. Upon expiration of the Royalty Term with respect
                                            to a Licensed Product in a country, the licenses granted to Roche under Section 5.1
                                            shall be fully paid-up, perpetual, and irrevocable in respect of that Licensed Product in
                                            that country.
	 	 	 
		6.5.3	Single
                                            Royalty. No more than one (1) stream of royalty payments shall be due under this ARTICLE
                                            6 with respect to sales of any one (1) particular Licensed Product. For the avoidance
                                            of doubt, multiple royalties shall not be payable because the sale of a particular Licensed
                                            Product is Covered by more than one (1) Valid Claim of a Primary Patent or a Secondary Patent
                                            in the country in which such Licensed Product is sold.



 


		6.6	Payment
                                            Offsets and Reductions.



 


		6.6.1	[***].



 


		(a)	[***].
	 	 	 
		(b)	[***].
	 	 	 
		(c)	[***].



 


		6.6.2	[***]:



 


		(a)	[***];
	 	 	 
		(b)	[***].



 


		6.6.3	[***].
	 	 	 
		6.6.4	[***].



 


	6.7	Royalty
                                            Disposition Transaction. If Lineage wishes to enter into any transaction with a Third
                                            Party for the sale, assignment, transfer or other disposition (other than a security interest
                                            granted in the course of a financing) by Lineage of any rights to the payments due or payable
                                            by Roche to Lineage pursuant to this Agreement (a “Disposition Transaction”),
                                            Lineage shall notify Roche in writing and Roche will have the opportunity to negotiate in
                                            good faith with Lineage with respect to any such Disposition Transaction. For the avoidance
                                            of doubt, Lineage shall be free to negotiate and enter into the Disposition Transaction with
                                            either Roche or any Third Party at Lineage’s sole discretion.
	 	 
	6.8	[***].



 


		6.8.1	[***].
	 	 	 
		6.8.2	[***].
	 	 	 
		6.8.3	[***].



 




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    	CONFIDENTIAL
EXECUTION VERSION




    

 


		6.8.4	[***].
                                            



 


Article
7


Payment
Terms; Reports; Audits


 


	7.1	Notice
                                            of Milestone Achievement; Timing of Payment. With respect to each of the milestone events
                                            set forth in Section 6.2, Roche shall inform Lineage within [***] following the achievement
                                            of such event. With respect to each of the milestone events set forth in Section 6.3,
                                            Roche shall inform Lineage within [***] following the end of the Calendar Quarter for which
                                            such achievement of such event occurred. Roche shall pay Lineage the respective payable milestone
                                            payment within [***] of receipt of an invoice from Lineage with respect thereto.
	 	 
	7.2	Timing
                                            of Royalty Payment. All royalty payments shall be made within [***] of the end of each
                                            Calendar Quarter in which the sale was made.
	 	 
	7.3	Royalty
                                            Report. [***]:



 


		(a)	[***];
                                            and
	 	 	 
		(b)	[***];
                                            and
	 	 	 
		(c)	[***].



 


If
Roche is reporting Net Sales for more than one (1) Licensed Product, the foregoing information shall be reported on a Licensed Product-by-Licensed
Product basis.


 


		7.4	Invoicing.
                                            Lineage shall send invoices under this Agreement to Roche via email to the Alliance Manager
                                            (to be provided by the Alliance Manager) and as follows:



 


Alliance
Manager, Pharma Partnering


Genentech,
Inc.


One
DNA Way, Mail Stop 53


South
San Francisco, CA 94080


 


Or
to such other address as Roche may designate from time to time. Roche shall send invoices under this Agreement to Lineage at its address
set forth in Section 15.2, or to such other address as Lineage may designate from time to time.


 


		7.5	Mode
                                            of Payment. All payments hereunder shall (unless otherwise specifically designated) be
                                            non-creditable and non-refundable; and all payments to Lineage hereunder shall be made in
                                            immediately available funds to the account listed below (or such other account as Lineage
                                            shall designate before such payment is due):



 


Bank:
Wells Fargo Bank, NA


Bank
Address: 420 Montgomery Street, San Francisco, CA 94104


 


Account
#: [***]


ABA
Routing Number: [***]


SWIFT
Code: [***]


 




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    	CONFIDENTIAL
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	7.6	Currency
                                            of Payments. All amounts set forth herein (including all payments) are in Dollars, unless
                                            otherwise expressly provided in this Agreement. Net Sales outside of the US shall be first
                                            determined in the currency in which they are earned and shall then be converted into an amount
                                            in Dollars as follows: (a) with respect to Sales by or on behalf of Roche or an Affiliate,
                                            using Roche’s or such Affiliate’s customary and usual conversion procedures (e.g.,
                                            using, as of the Effective Date, year-to-date average rates, as reported by Reuters), consistently
                                            applied and (b) with respect to Sales by or on behalf of a given Sublicensee, using the conversion
                                            procedures applicable to payments by such Sublicensee to Roche for such sales.
	 	 
	7.7	Blocked
                                            Currency. If, at any time, legal restrictions prevent Roche (or an Affiliate or Sublicensee)
                                            from remitting part or all of payments when due with respect to any country in the Territory
                                            where Licensed Products are sold, Roche shall continue to provide the reports set forth in
                                            Section 7.3 for such payments, and such payments shall continue to accrue in such
                                            country, but Roche shall not be obligated to make such payments, and, for clarity, Section
                                            7.9.5 shall not apply to such payments, until such time as payment may be made through
                                            reasonable, lawful means or methods that may be available, as Roche shall determine.
	 	 
	7.8	Taxes.
                                            Each Party shall pay all sales, turnover, income, revenue, value added, and other taxes levied
                                            on account of any payments accruing or made under this Agreement. Lineage shall pay all sales,
                                            turnover, income, revenue, value added, and other taxes levied on account of any payments
                                            accruing or made to Lineage under this Agreement. Roche shall be entitled to deduct from
                                            payments made to Lineage under this Agreement, or be promptly reimbursed by Lineage if no
                                            further payments are due to Lineage, the amount of any withholding taxes required to be withheld,
                                            including under Section 7.8.1 (German Withholding Tax Requirement), to the extent
                                            paid to the appropriate governmental authority on behalf of Lineage (and not refunded or
                                            reimbursed). Roche shall deliver to Lineage, upon request and when available, proof of payment
                                            of all such withholding taxes. Each Party agrees to reasonably assist the other Party in
                                            claiming exemption from such deductions or withholdings under double taxation or similar
                                            agreement or treaty from time to time in force and in minimizing the amount required to be
                                            so withheld or deducted.



 


		7.8.1	German
                                            Withholding Tax. The Parties acknowledge that payments to Lineage with respect to the
                                            rights in Germany granted to Roche under this Agreement are subject to (i) German income
                                            tax pursuant to sec. 49 para. 1 German Income Tax Act and (ii) withholding tax pursuant to
                                            sec. 50a para. 1 German Income Tax Act (the “German WHT Requirement”).
                                            Without limiting anything in this ARTICLE 7, the following shall apply:



 


		(a)	Lineage
                                            shall provide Roche with all information relevant to assess the applicability of and the
                                            tax assessment basis for the German WHT Requirement;
	 	 	 
		(b)	Reasonably
                                            taking into account any comments and information received from Lineage, Roche shall use reasonable
                                            best efforts to determine (i) whether the German WHT Requirement is applicable on the licenses
                                            granted to Roche under this Agreement and (ii) the amount to be withheld and remitted to
                                            the competent German tax authority (including the allocation to and calculation of the assessment
                                            basis for the withholding);
	 	 	 
		(c)	Based
                                            on the determination made pursuant to Section 7.8.1(b), Roche shall remit the withheld
                                            amount to the competent German tax authority in due course. With regards to Roche’s
                                            payment obligations under this Agreement, any amount paid to the German tax authority pursuant
                                            to the preceding sentence shall be deemed as payment to Lineage;



 




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    	CONFIDENTIAL
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		(d)	As
                                            soon as Roche has received a valid exemption certificate (Freistellungsbescheinigung)
                                            issued by a competent German tax authority (upon the application of Lineage) confirming that
                                            Lineage is not required to make a withholding pursuant to the German WHT Requirement, Roche
                                            shall not be allowed to make any deductions from any payments pursuant to this Section
                                            7.8.1 for the time period specified in the exemption certificate; and
	 	 	 
		(e)	If
                                            Roche receives a request by a competent German tax authority to make a payment based on or
                                            in connection with the German WHT Requirement, Lineage shall indemnify Roche from such payment
                                            obligation without undue delay. Roche shall be allowed to offset its indemnification claim
                                            pursuant to the preceding sentence against payments due under this Agreement to Lineage.



 


		7.9	Records;
                                            Inspection.



 


		7.9.1	Records.
                                            Roche agrees to keep, for [***] from the year of creation, records of all sales of Licensed
                                            Products for each reporting period in which royalty payments or Net Profits and Net Losses
                                            payments are due, showing sales of Licensed Products for Roche and applicable deductions
                                            in sufficient detail to enable the reports provided under Section 7.3 to be verified.
	 	 	 
		7.9.2	Audits.
                                            Either Party may request verification of the relevant financial records of the other Party
                                            by an independent, certified and internationally recognized public accounting firm selected
                                            by the auditing Party and reasonably acceptable to the audited Party (a “CPA Firm”)
                                            according to the procedures below:



 


		(a)	Lineage
                                            shall have the right to request that reports provided under Section 7.3 be verified
                                            by a CPA Firm. Such right to request a verified report shall (i) be limited to the [***]
                                            during which Roche is required to maintain the same, (ii) not be exercised more than [***],
                                            and (iii) not more frequently than once with respect to records covering any specific period
                                            of time. Subject to Section 7.9.3, Roche shall, upon reasonable advance notice and
                                            at a mutually agreeable time during its regular business hours, make its records available
                                            for inspection by such CPA Firm at such place or places where such records are customarily
                                            kept, solely to verify the accuracy of such applicable reports and related payments due under
                                            this Agreement. The CPA Firm shall only state factual findings in the audit reports. The
                                            CPA Firm shall share all draft audit reports with Roche before the draft audit report is
                                            shared with Lineage and before the final document is issued. The final audit report shall
                                            be shared with Roche at the same time that it is shared with Lineage.
	 	 	 
		(b)	Roche
                                            shall have the right to request a report summarizing all Lineage Expenses accrued under Section
                                            6.8, and such report shall be subject to verification by a CPA Firm. Such right to request
                                            a verified report shall (i) not be exercised more than [***], and (ii) not more frequently
                                            than once with respect to records covering any specific period of time. Subject to Section
                                            7.9.3, Lineage shall, upon reasonable advance notice and at a mutually agreeable time
                                            during its regular business hours, make its records available for inspection by such CPA
                                            Firm at such place or places where such records are customarily kept, solely to verify the
                                            accuracy of such applicable reports and related expenses under this Agreement. The CPA Firm
                                            shall only state factual findings in the audit reports. The CPA Firm shall share all draft
                                            audit reports with Lineage before the draft audit report is shared with Roche and before
                                            the final document is issued. The final audit report shall be shared with Lineage at the
                                            same time that it is shared with Roche.



 




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		7.9.3	Confidentiality.
                                            Prior to any audit under Section 7.9.2, the CPA Firm shall enter into a written confidentiality
                                            agreement with the audited Party that (a) limits the CPA Firm’s use of the audited
                                            Party’s records to the verification purpose described in Section 7.9.2; (b)
                                            limits the information that the CPA Firm may disclose to the auditing Party to the numerical
                                            summary of payments due and paid or the expenses made, as applicable; and (c) prohibits the
                                            disclosure of any information contained in such records to any Third Party for any purpose.
                                            The Parties agree that all information subject to review under Section 7.9.2 or provided
                                            by the CPA Firm to the auditing Party is the audited Party’s Confidential Information,
                                            and the auditing Party shall not use any such information for any purpose that is not germane
                                            to Section 7.9.2.
	 	 	 
		7.9.4	Underpayment;
                                            Overpayment.



 


		(a)	For
                                            an audit pursuant to Section 7.9.2(a), after reviewing the CPA Firm’s audit
                                            report, Roche shall promptly pay any uncontested, understated amounts due to Lineage. Any
                                            overpayment made by Roche shall, at Roche’s election, be (i) fully credited against
                                            amounts accrued and payable in the immediately subsequent payment period or (ii) fully refunded
                                            if no amounts are payable in the immediately subsequent payment period. Any audit under Section
                                            7.9.2(a) shall be at Lineage’s expense; provided, however, Roche
                                            shall reimburse reasonable audit fees for a given audit if the results of such audit reveal
                                            that Roche underpaid Lineage with respect to royalty payments by [***] or more for the audited
                                            period.
	 	 	 
		(b)	For
                                            an audit pursuant to Section 7.9.2(b), if the CPA Firm’s audit discovers an
                                            error in Lineage’s expense report, such records shall be corrected by Lineage, and
                                            Roche shall promptly pay any uncontested, understated amounts due to Lineage. To the extent
                                            that any error results in an overpayment made by Roche, such overpayment shall be (i) fully
                                            credited against amounts accrued and payable in the immediately subsequent payment period
                                            or (ii) fully refunded if no amounts are payable in the immediately subsequent payment period.
                                            Any audit under Section 7.9.2(b) shall be at Roche’s expense; provided,
                                            however, Lineage shall reimburse reasonable audit fees for a given audit if the results
                                            of such audit reveal that Roche overpaid Lineage by [***] or more for any reimbursed Lineage
                                            Expenses within the audited period.



 


		7.9.5	Late
                                            Payments. If any payment due to either Party under this Agreement is not paid when due,
                                            then such paying Party shall pay interest thereon (before and after any judgment) at an annual
                                            rate (but with interest accruing on a daily basis) of [***], such interest to run from the
                                            date on which payment of such sum became due until payment thereof in full together with
                                            such interest.



 




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Article
8


Intellectual
Property


 


		8.1	Ownership.



 


		8.1.1	Background
                                            Intellectual Property. Subject to any licenses granted to the other Party under this
                                            Agreement, each Party shall retain ownership and control of any Know-How, Patents, and other
                                            Intellectual Property (a) Controlled by it or its Affiliates prior to the Effective Date
                                            or (b) first conceived, developed, or created by or on behalf of it or its Affiliates after
                                            the Effective Date outside of this Agreement without the use of the other Party’s Confidential
                                            Information or such other Party’s materials provided to the other Party under this
                                            Agreement.
	 	 	 
		8.1.2	Project
                                            Intellectual Property. [***].
	 	 	 
		8.1.3	Joint
                                            Intellectual Property. [***].
	 	 	 
		8.1.4	Licensed
                                            Product Improvements. [***].
	 	 	 
		8.1.5	hESC
                                            Intellectual Property. [***].
	 	 	 
		8.1.6	US
                                            Law. The determination of whether Know-How, Improvements and inventions are conceived,
                                            discovered, developed or otherwise made by a Party for the purpose of allocating proprietary
                                            rights (including Intellectual Property rights) therein, shall, for purposes of this Agreement,
                                            be made in accordance with Applicable Law in the US irrespective of where such conception,
                                            discovery, development or making occurs. In the event that US law does not apply to the conception,
                                            discovery, development or making of any Know-How, Improvements or other inventions hereunder,
                                            each Party shall, and does hereby, assign, and shall cause its Affiliates and its and their
                                            employees, licensees, sublicensees, independent contractors and agents to so assign, to the
                                            other Party, without additional compensation, such right, title and interest in and to any
                                            Know-How, Improvements and other inventions as well as any Intellectual Property rights with
                                            respect thereto, as is necessary to fully effect, as applicable, (a) the sole ownership provided
                                            for in Section 8.1.2, Section 8.1.4 and Section 8.1.5, and (b) the joint
                                            ownership provided for in Section 8.1.3.



 


		8.2	Assignment
                                            and Cooperation. The assignments necessary to accomplish the ownership provisions set
                                            forth in Section 8.1 are hereby made, and each Party shall execute such further documentation
                                            as may be necessary or appropriate, and provide reasonable assistance and cooperation to
                                            implement the provisions of Section 8.1. Without limiting the foregoing, each Party
                                            agrees to execute such documents, render such assistance, and take such other action as the
                                            other Party may reasonably request, to apply for, register, perfect, confirm, and protect
                                            the other Party’s rights in such Know-How and Intellectual Property rights (including
                                            Patents) therein to effect the intent of Section 8.1. Each Party shall require, to
                                            the extent legally possible under relevant national or local laws, all of its employees,
                                            Affiliates and Authorized Subcontractors to assign (or otherwise convey rights) to such Party
                                            its right, title and interests in any Patents and Know-How discovered, conceived or reduced
                                            to practice by such employee, Affiliate or Authorized Subcontractor, and to cooperate with
                                            such Party in connection with obtaining Patent protection therefor.



 


		8.3	Prosecution
                                            and Maintenance.



 


		8.3.1	Prosecution
                                            and Maintenance of hESC Patents. [***].
	 	 	 
		8.3.2	Prosecution
                                            and Maintenance of Other Lineage Patents and Joint Patents. [***].
	 	 	 
		8.3.3	Prosecution
                                            and Maintenance of Roche Patents. [***].



 




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		8.3.4	Cooperation.
                                            The non-prosecuting Party shall, and shall cause its Affiliates to, assist and cooperate
                                            with the prosecuting Party, as the prosecuting Party may reasonably request from time-to-time,
                                            in the Prosecution and Maintenance of the Lineage Patents, Roche Patents and Joint Patents
                                            in the Territory under this Agreement, including that the non-prosecuting Party shall, and
                                            shall ensure that its Affiliates, provide access to relevant documents, including any data,
                                            reports, notebooks and other evidence, and make its relevant representatives, including any
                                            scientific personnel, reasonably available at reasonable business hours; provided,
                                            further, that the prosecuting Party shall reimburse the non-prosecuting Party for
                                            its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith.
	 	 	 
		8.3.5	Further
                                            Acts. At the requesting Party’s expense, each Party will reasonably cooperate with
                                            and assist each other in the Prosecution and Maintenance of the Lineage Patents, Roche Patents
                                            and Joint Patents, including making scientists and scientific records reasonably available
                                            and using its reasonable efforts to have documents signed as necessary in connection with
                                            such Prosecution and Maintenance.



 


	8.4	CREATE
                                            Act. It is the intention of the Parties that this Agreement is a “joint research
                                            agreement” as that that term is defined in 35 USC § 100(h), and as it applies
                                            to inventions as set forth in 35 USC § 102(c) (AIA) or 35 USC § 103(c) (pre-AIA),
                                            and may be used for the purpose of overcoming a rejection of a claimed invention within the
                                            Joint Patents pursuant to the provisions of 35 USC § 102(c) or 35 USC § 103(c).
                                            In the event that either Party intends to overcome a rejection of any other claimed invention
                                            outside the Joint Patents pursuant to the provisions of 35 USC § 102(c) or 35 USC §
                                            103(c), such Party shall first obtain the prior written consent of the other Party.
	 	 
	8.5	Patent
                                            Term Extension. [***].
	 	 
	8.6	Patent
                                            Listings. [***].
	 	 
	8.7	Enforcement
                                            and Defense of IP; Defense of Third Party Infringement Claims.



 


		8.7.1	Notice.
                                            With respect to Intellectual Property that is within the scope of the licenses granted under
                                            this Agreement, each Party shall promptly notify the other Party upon learning of any (a)
                                            actual or suspected infringement or misappropriation by a Third Party of any Lineage Patent,
                                            Roche Patent or Joint Patent with respect to a Licensed Product; or (b) claim by a Third
                                            Party of invalidity, unpatentability (including any reexaminations, inter partes reviews,
                                            and post grant reviews, as well as interferences and derivation proceedings, oppositions
                                            and other similar proceedings brought by a Third Party), unenforceability or non-infringement
                                            (or non-misappropriation) of a Patent claiming a Licensed Product (or a component thereof)
                                            or its use or method of manufacture within the Lineage Patents, Roche Patents or Joint Patent
                                            (each, an “Infringement”).



 


		8.7.2	Enforcement
                                            of IP.



 


		(a)	[***].



 


		(b)	[***].



 


		(c)	Enforcement
                                            of Roche Patents. [***].



 


		(d)	Settlement.
                                            [***].



 




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		(e)	Damages.
Any recovery realized as a result of any action described in Section 8.7.2 (whether by way of settlement or otherwise) shall be
first, allocated to reimburse the Parties for their costs and expenses in making such recovery (which amounts shall be allocated pro
rata if insufficient to cover the totality of such expenses). Any remainder after such reimbursement is made shall be allocated (i) with
respect to actions under Section 8.7.2(a), [***], and (ii) with respect to actions under Section 8.7.2(b), [***].



 


		8.8	Defense
                                            of Patents. Each Party shall promptly notify the other Party in writing of any alleged
                                            or threatened assertion of invalidity, unenforceability or non-infringement of any of the
                                            Lineage Patents, Roche Patents or Joint Patents by a Third Party of which such Party becomes
                                            aware. [***].



 


		8.9	Defense
                                            of Third Party Infringement Claims.



 


		8.9.1	Notice.
                                            In the event that a Third Party makes any claim, gives notice, or brings any suit against
                                            Roche or Lineage (or any of their respective Affiliates, sublicensees or customers) for infringement
                                            or misappropriation of any Intellectual Property rights as a result of the research, development,
                                            making, using, selling, offering for sale, import or export of any Licensed Product in any
                                            country (each, a “Third Party Infringement Claim”), in each case, the
                                            Party receiving notice of a Third Party Infringement Claim shall notify the other Party within
                                            [***] and provide all evidence in its possession pertaining to the claim or suit that it
                                            can disclose without breach of a pre-existing obligation to a Third Party or waiver of a
                                            privilege.



 


		8.9.2	Defense.
                                            The Parties shall consult, pursuant to a common joint defense agreement, as to potential
                                            strategies to defend against any Third Party Infringement Claim, consistent with the overall
                                            goals of this Agreement, including by being joined as a party. The Parties shall cooperate
                                            with each other in all reasonable respects in the defense of any Third Party Infringement
                                            Claim or raising of any counterclaim related thereto. [***].



 


		8.9.3	Settlement.
                                            [***].



 


		8.9.4	Costs
                                            and Expenses. [***].



 


		8.10	Product
                                            Trademarks.



 


		8.10.1	Notice.
                                            Each Party shall provide to the other Party prompt written notice of any actual or threatened
                                            infringement of the Product Trademarks in the Territory and of any actual or threatened claim
                                            that the use of the Product Trademarks in the Territory violates the rights of any Third
                                            Party, in each case, of which such Party becomes aware.



 


		8.10.2	Prosecution
                                            of Product Trademarks. [***].



 


		8.10.3	Enforcement
                                            of Product Trademarks. [***].



 


		8.10.4	Third
                                            Party Claims. [***].



 


		8.10.5	Cooperation.
                                            [***].



 




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Article
9


Confidentiality


 


		9.1	Definition.
                                            “Confidential Information” of a Party means the confidential or proprietary
                                            information (of whatever kind and in whatever form or medium, including copies thereof) disclosed
                                            in any form (written, oral, electronic, photographic or otherwise) by or on behalf of such
                                            Party (the “Disclosing Party”) to, or otherwise accessed by, the other
                                            Party (the “Receiving Party”) in connection with this Agreement, whether
                                            prior to or during the Term, including Know-How or other information (whether or not patentable)
                                            regarding such Party’s research, development plans, clinical trial designs, preclinical
                                            and clinical data, technology, products, business information or objectives, reports and
                                            audits under this Agreement and other information of the type that is customarily considered
                                            to be confidential or proprietary information by entities engaged in activities that are
                                            substantially similar to the activities being engaged in by the Parties pursuant to this
                                            Agreement, including all proprietary materials as well as data and information associated
                                            therewith. Notwithstanding the foregoing, (a) Joint Know-How and the terms and conditions
                                            of this Agreement are the Confidential Information of both Parties; and (b) all other Know-How
                                            generated under this Agreement is the Confidential Information of the Party that owns such
                                            Know-How pursuant to Section 8.1. Confidential Information may also include any Know-How
                                            or information of a Third Party that is disclosed to the Receiving Party by the Disclosing
                                            Party or such Third Party at the Disclosing Party’s direction.



 


		9.2	Exclusions
                                            Regarding Confidential Information. Notwithstanding anything in this ARTICLE 9
                                            to the contrary, Confidential Information of the Disclosing Party shall not include information
                                            that the Receiving Party can demonstrate by competent written evidence:



 


		9.2.1	was
                                            already known to the Receiving Party, other than under an obligation of confidentiality,
                                            at the time of receipt by the Receiving Party as shown by the Receiving Party’s files
                                            and records immediately prior to the time of disclosure; provided that the foregoing
                                            exception shall not apply with respect to Confidential Information described in the sentence
                                            of Section 9.1;



 


		9.2.2	was
                                            generally available to the public or otherwise part of the public domain at the time of its
                                            receipt by the Receiving Party;



 


		9.2.3	became
                                            generally available to the public or otherwise part of the public domain after its receipt
                                            by the Receiving Party other than through any act or omission of the Receiving Party in breach
                                            of this Agreement;



 


		9.2.4	was
                                            received by the Receiving Party without an obligation of confidentiality and non-use from
                                            a Third Party having no obligation of confidentiality and non-use regarding such information;



 


		9.2.5	was
                                            independently developed by or for the Receiving Party without use of or reference to the
                                            Confidential Information of the Disclosing Party as shown by the Receiving Party’s
                                            files and records prior to the time of disclosure; provided that the foregoing exception
                                            shall not apply with respect to Confidential Information described in the sentence of Section
                                            9.1; or



 


		9.2.6	was
                                            released from the restrictions set forth in this Agreement by express prior written consent
                                            of the Disclosing Party.



 




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	9.3	Non-Use
    and Non-Disclosure of Confidential Information. During the Term, and for a period of [***] thereafter, a Party shall (a) except
    to the extent expressly permitted by this Agreement or otherwise agreed to in writing, keep confidential and not disclose to any
    Third Party or use for any purpose any Confidential Information of the other Party; and (b) take reasonable precautions to protect
    the Confidential Information of the other Party from unauthorized use or disclosure (including all precautions a Party employs with
    respect to its own confidential information of a similar nature and taking reasonable precautions to assure that no unauthorized
    use or disclosure is made by others to whom access to the Confidential Information of the Party is granted); provided, that
    any Confidential Information that constitutes a trade secret shall continue to be subject to the obligations of non-use and non-disclosure
    until such Confidential Information is no longer a trade secret.
	 	 
	9.4	Authorized
    Disclosures of Confidential Information. Receiving Party may use and disclose the Confidential Information of the Disclosing
    Party as follows:


 


	 	9.4.1	if
    required by law, rule or governmental regulation, provided that the Receiving Party (a) use all reasonable efforts to inform
    the Disclosing Party prior to making any such disclosures and cooperate with the Disclosing Party in seeking a protective order or
    other appropriate remedy (including redaction) and (b) whenever possible, request confidential treatment of such information;
	 	 	 
	 	9.4.2	as
    reasonably necessary to exercise its rights or fulfil its obligations under this Agreement;
	 	 	 
	 	9.4.3	to
    the extent such use and disclosure is reasonably required in the Prosecution and Maintenance of a Patent in accordance with this
    Agreement;
	 	 	 
	 	9.4.4	as
    reasonably necessary to obtain or maintain any Regulatory Approval, including to conduct preclinical studies and clinical trials
    and for pricing approvals, for any Licensed Products, provided, that, the Receiving Party shall take all reasonable steps
    to limit disclosure of the Confidential Information outside such Regulatory Authority and to otherwise maintain the confidentiality
    of the Confidential Information;
	 	 	 
	 	9.4.5	to
    the extent necessary, to permitted Sublicensees, collaborators, vendors, consultants, agents, contractors and clinicians under written
    agreements of confidentiality (or in the case of attorneys, pursuant to professional duties of responsibility) at least as restrictive
    as those set forth in this Agreement, who have a need to know such information in connection with the Receiving Party performing
    its obligations or exercising its rights under this Agreement. Further, the Receiving Party may disclose Confidential Information
    to existing or bona fide potential acquirers, merger partners, permitted collaborators, Sublicensees and sources of financing or
    to professional advisors (e.g., attorneys, accountants and prospective investment bankers) involved in such activities, for the limited
    purpose of evaluating such transaction, collaboration or sublicense and under appropriate conditions of confidentiality, provided
    that such disclosures are limited to only such information that is strictly necessary for such purpose and made under a written
    agreement by those permitted individuals to maintain such Confidential Information in strict confidence. Each Receiving Party shall
    remain liable for the breach of this Agreement by the permitted recipients in this Section 9.4.5 as if such breach were by
    the Receiving Party itself. 


 


	9.5	Information
    Security Incident.


 


	 	9.5.1	Notification.
    A Party shall provide to the other Party written notice within [***] of such Party’s confirmation of an Information Security
    Incident with respect to the other Party’s Confidential Information. Such notice shall describe in reasonable detail the Information
    Security Incident, including the other Party’s Confidential Information impacted, the extent of such impact and any corrective
    action taken or to be taken by such Party. In addition, if a Party reasonably suspects (even if it has not confirmed) that an actual
    or attempted Information Security Incident has occurred with respect to the other Party’s Confidential Information, then the
    Party shall promptly notify the other Party of such suspected actual or suspected Information Security Incident.


 




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	 	9.5.2	Non-Disclosure.
    Except to the extent required by Applicable Law, neither Party shall disclose any information related to an actual or suspected Information
    Security Incident of the other Party’s Confidential Information to any Third Party without the other Party’s prior written
    consent.


 


	9.6	Termination
    of Prior Agreements. As of the Effective Date, as between the Parties, this Agreement supersedes the Non-Disclosure Agreement
    between Lineage and Genentech, dated February 11, 2021 (the “NDA”) and the Parties agree that disclosures made
    prior to the Effective Date pursuant to such agreement shall be subject to the provisions of this ARTICLE 9.
	 	 
	9.7	Residuals.
    Notwithstanding anything to the contrary herein, Roche and its Affiliates may use Residuals for any and all purposes and permit others
    to do so on Roche’s or its Affiliate’s behalf. For the purpose of this Section 9.7, “Residuals”
    means Know-How or other Confidential Information of Lineage that is retained in the unaided memory of a Party or its Affiliates,
    employees, consultants, or agents.
	 	 
	9.8	No
    License. Subject to the last sentence of Section 9.1, as between the Parties, Confidential Information disclosed hereunder
    shall remain the property of the disclosing Party. Disclosure of Confidential Information to the other Party shall not constitute
    any grant, option or license to the other Party, beyond those licenses expressly granted under ARTICLE 5 and the rights granted
    under Section 9.7, under any patent, trade secret or other rights now or hereinafter held by the disclosing Party.
	 	 
	9.9	Attorney-Client
    Privilege; Common Interest. Neither Party is waiving, nor shall be deemed to have waived or diminished, any of its attorney work
    product protections, attorney-client privileges or similar protections and privileges or the like as a result of disclosing information
    pursuant to this Agreement or any of its Confidential Information (including Confidential Information related to pending or threatened
    litigation) to the Receiving Party, regardless of whether the Disclosing Party has asserted, or is or may be entitled to assert,
    such privileges and protections. The Parties (a) share a common legal and commercial interest in such disclosure that is subject
    to such privileges and protections; (b) may become joint defendants in proceedings to which the information covered by such protections
    and privileges relates; (c) intend that such privileges and protections remain intact should either Party become subject to any actual
    or threatened proceeding to which the Disclosing Party’s Confidential Information covered by such protections and privileges
    relates; and (d) intend that after the Effective Date both the Receiving Party and the Disclosing Party shall have the right to assert
    such protections and privileges.


 


Article
10

Publicity; Publications; Use of Name


 


	10.1	Publicity.
    Following the Effective Date, Lineage may issue a press release concerning the execution of this Agreement in the form attached hereto
    as Exhibit F. 


 




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	10.2	Subsequent
    Releases. Subject to Section 10.4, (a) Lineage may not issue any other press releases or other public statements or announcement
    concerning this Agreement, the subject matter hereof, or the research, Development or commercial results of products hereunder (a
    “Release”) without Roche’s prior written consent; and (b) Roche may not issue a Release without Lineage’s
    prior written consent if it includes reference to Lineage by name, in each case of (a) and (b), such consent to not be unreasonably
    withheld, conditioned, or delayed. Each Party shall provide such consent (or explain why it is withholding consent) within [***]
    of receipt of a proposed Release from the other Party. Except as otherwise permitted, a Release shall not include any financial terms
    of this transaction. 
	 	 
	10.3	Approved
    Releases. If a Release requires consent pursuant to Section 10.2, once consent has been given; or in the event that the
    applicable information or statement has otherwise been previously disclosed or is in the public domain, either Party may make subsequent
    public disclosure of such information or statement (or the press release issued pursuant to Section 10.1) without the further
    approval of the Party whose consent was required; provided that such information remains accurate as of such time and is not
    presented with any new data or information or conclusions and/or in a form or manner that materially alters the subject matter therein.
    Notwithstanding the foregoing, any press release by or on behalf of a Party that constitutes a Release shall be subject to the terms
    of Section 10.2 whether or not such Release includes the content of a previously approved Release.
	 	 
	10.4	Releases
    Required by Law or Regulation. Each Party may issue any Release it is required to issue by Applicable Law (including rules of
    any applicable securities exchange); provided that if the issuing Party seeks to disclose any of the other Party’s Confidential
    Information in such Release it (a) uses all reasonable efforts to inform the other Party prior to making any such Release to permit
    such other Party the opportunity to seek to obtain a protective order or other confidential treatment preventing or limiting the
    required disclosure, and (b) discloses only such Confidential Information of the other Party that it is advised by counsel is legally
    required to be disclosed in such Release. To the extent such other Party seeks to obtain a protective order or other confidential
    treatment to prevent or limit the required disclosure, the issuing Party shall reasonably assist such other Party, but shall not
    be required to delay such Release beyond the requirements of the Applicable Law.
	 	 
	10.5	Publications.
    Notwithstanding Sections 10.1 through 10.4, both Parties recognize that the publication or disclosure of papers, abstracts,
    or written or oral presentations (“Publications”) regarding activities under this Agreement may be beneficial
    to Roche, its Affiliates, and its and their Sublicensees. Accordingly, Roche, its Affiliates, and its and their Sublicensees are
    free, without Lineage’s review or consent, to publish and disclose Publications regarding activities under this Agreement,
    except with respect to any Publication that includes Lineage’s Confidential Information (but excluding any Confidential Information
    that is Joint Know-How), for which Lineage shall have the following right to review and approve such proposed disclosure:


 


	 	10.5.1	For
    any proposed Publication by Roche, its Affiliates, or its or their Sublicensees that contains Lineage’s Confidential Information,
    Roche shall submit to Lineage the proposed Publication at least [***] prior to the date of submission for publication or the date
    of presentation, whichever is earlier. Lineage shall review the Lineage Confidential Information in such submitted materials and
    respond to Roche as soon as reasonably possible, but in any case within [***] of receipt thereof. As requested by Lineage, Roche
    shall (a) delete from such proposed Publication any Lineage Confidential Information or (b) delay the date of such submission [***].
	 	 	 
	 	10.5.2	Once
    a Publication of Lineage Confidential Information has been approved by Lineage (or deemed approved by Lineage due to Lineage’s
    failure to timely review or respond), Roche may make subsequent public disclosure of the contents of such Publication without the
    further review or approval of Lineage.


 




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	 	Except
as expressly permitted by this Agreement, Lineage and its Affiliates shall not make any Publication or other public disclosures regarding
any Licensed Product, RPE Cells, or any other Roche Confidential Information without Roche’s prior written consent, such consent
not to be unreasonably withheld, conditioned, or delayed.
	 	 
	10.6	No
    Right to Use Names. Except as expressly provided herein and to the extent that such use is not inconsistent with prior public
    disclosures or presentations, no right, express or implied, is granted by the Agreement to use in any manner the name of “Lineage”,
    “Genentech”, or “Roche”, as applicable, or any other trade name, symbol, logo or Trademark of the other Party
    in connection with the performance of this Agreement, except to the extent required by Applicable Law. Lineage may not use the name
    and/or corporate logo of Roche in connection with descriptions of this Agreement in investor presentations or on Lineage’s
    corporate website without Roche’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed.
    Roche shall provide such consent (or explain why it is withholding consent) within [***] of receipt of a proposed use of its name
    and/or corporate logo.


 


Article
11


Representations,
Warranties and Covenants


 


	11.1	Mutual
    Representations and Warranties. Each Party represents and warrants to the other Party that as of the Effective Date:


 


	 	11.1.1	it
    is validly organized under the laws of its jurisdiction of incorporation;
	 	 	 
	 	11.1.2	it
    has obtained all necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required
    to be obtained by it in connection with this Agreement;
	 	 	 
	 	11.1.3	the
    execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on its part;
	 	 	 
	 	11.1.4	it
    has the legal right and power to enter into this Agreement and to fully perform its obligations hereunder;
	 	 	 
	 	11.1.5	the
    performance of its obligations will not conflict with such Party’s charter documents or any agreement, contract or other arrangement
    to which such Party is a party; and
	 	 	 
	 	11.1.6	it
    follows reasonable commercial practices common in the industry to protect its proprietary and confidential information, including
    requiring its employees, consultants and agents to be bound in writing by obligations of confidentiality and non-disclosure, and
    requiring its employees, consultants and agents to assign to it any and all inventions and discoveries discovered by such employees,
    consultants or agents made within the scope of and during their employment or in the course of providing services for such Party,
    subject only to the Intellectual Property policies of universities or academic institutions to the contrary to which any academic
    consultants of Lineage are bound, and only disclosing proprietary and confidential information to Third Parties pursuant to written
    confidentiality and non-disclosure agreements.


 




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	11.2	Lineage
    Additional Representations, Warranties, and Covenants. Lineage also represents, warrants, and covenants to Roche that: 





 


	 	11.2.1	as
    of the Effective Date, [***];
	 	 	 
	 	11.2.2	it
    will not grant during the Term, any right, license or interest in or to the OpRegen Trademarks, Lineage Know-How or Lineage Patents,
    or any portion thereof, inconsistent with the rights granted to Roche herein;
	 	 	 
	 	11.2.3	as
    of the Effective Date, subject to the terms and conditions of the Existing Third Party In-License Agreements, it [***], or otherwise
    has the rights therein sufficient to perform its obligations under this Agreement;
	 	 	 
	 	11.2.4	during
    the Term, Lineage will take reasonable steps to safeguard and protect the confidentiality of Know-How within the Manufacturing Process
    for the Licensed Products;
	 	 	 
	 	11.2.5	all
    Existing Patents are listed on Schedule 1.36, and [***] have been provided to Roche prior to the Effective Date;
	 	 	 
	 	11.2.6	as
    of the Effective Date, [***];
	 	 	 
	 	11.2.7	as
    of the Effective Date, except as set forth on [***];
	 	 	 
	 	11.2.8	Lineage
    shall maintain all agreements with Third Parties that are material to [***];
	 	 	 
	 	11.2.9	Lineage
    has obtained from its Affiliates the [***];
	 	 	 
	 	11.2.10	[***];
    
	 	 	 
	 	11.2.11	the
    human embryonic stem cell line from which the OpRegen Product is derived complies with Applicable Law;
	 	 	 
	 	11.2.12	each
    of Lineage and its Affiliates hereby covenants that it shall not transfer, to Hadasit or its Affiliates, directly or indirectly,
    any RPE Cells (including an OpRegen Product) or any proprietary technology or information (including differentiation protocols) relating
    thereto (excepting as under the clinical trial agreement between Hadasit and Lineage);
	 	 	 
	 	11.2.13	[***];
	 	 	 
	 	11.2.14	[***];
	 	 	 
	 	11.2.15	Lineage
    has obtained (or will timely obtain) all informed consents, permissions and approvals that are necessary for Lineage to conduct the
    Existing Trial, provide the data (including all clinical trial data) to Roche and permit Roche to use such data for all purposes
    contemplated herein, including to research, Develop and Commercialize Licensed Products; 
	 	 	 
	 	11.2.16	[***];
	 	 	 
	 	11.2.17	[***];


 




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	 	11.2.18	neither
    Lineage nor any of its Affiliates has been debarred or is subject to debarment and neither Lineage nor any of its Affiliates will
    use in any capacity, in connection with the services to be performed under this Agreement, any individual or entity that has been
    debarred pursuant to Section 306 of the FFDCA, or who is the subject of a conviction described in such section. Lineage agrees to
    inform Roche in writing immediately if it or any individual or entity that is performing activities by or on behalf of Lineage hereunder
    is debarred or is the subject of a conviction described in Section 306, or if any action, suit, claim, investigation or legal or
    administrative proceeding is pending or, to the knowledge of Lineage and its Affiliates, is threatened, relating to the debarment
    or conviction of Lineage or any individual or entity that is performing activities by or on behalf of Lineage hereunder;
	 	 	 
	 	11.2.19	true,
    complete and correct copies of all material information with respect to the safety and efficacy of the Licensed Products known to
    Lineage have been provided to Roche prior to the Effective Date. Neither Lineage nor any of its Affiliates has any knowledge of any
    scientific or technical facts or circumstances that would adversely affect the scientific, therapeutic, or commercial potential of
    the Licensed Products. Neither Lineage nor any of its Affiliates is aware of anything that could adversely affect the acceptance
    or the subsequent approval, by any Regulatory Authority of any filing, application or request for Regulatory Approval; and
	 	 	 
	 	11.2.20	with
    respect to any Licensed Product Manufactured and supplied by or on behalf of Lineage and any quantities of OpRegen Product transferred
    to Roche pursuant to Sections 4.3.1(b) and 4.3.1(c), (a) all such Licensed Product shall be in conformity with the applicable
    specifications for such Licensed Product, (b) such Licensed Product shall have been Manufactured in conformance with current Good
    Manufacturing Practice, all other Applicable Law, this Agreement, the Clinical Supply and Quality Agreement and the Commercial Supply
    and Quality Agreement, as applicable, and (c) such Licensed Product shall have been Manufactured in facilities that are in compliance
    with Applicable Law at the time of such Manufacture (including applicable inspection requirements of FDA and other Regulatory Authorities).


 


	11.3	Roche
    Additional Representations and Warranties. Roche also represents and warrants to Lineage that as of the Effective Date:


 


	 	11.3.1	Roche
    has the legal right and power to grant the licenses, rights, and interests granted to Lineage hereunder; and
	 	 	 
	 	11.3.2	[***].


 


	11.4	Disclaimers.
    EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES
    OF ANY KIND WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
    FOR A PARTICULAR PURPOSE.


 


Article
12


Indemnification


 


	12.1	Indemnification
    by Lineage. Subject to Section 12.3, Lineage shall indemnify, defend and hold each of Roche, its Affiliates and their
    respective directors, officers, and employees, and the successors and assigns of any of the foregoing, harmless from and against
    any and all liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and
    other expenses of litigation) (collectively, “Loss” or “Losses”) as a result of any Third Party
    claims, suits, actions, demands or judgments (“Third Party Claims”) arising out of [***], except, in each case,
    for those Losses for which Roche has an obligation to indemnify Lineage pursuant to Section 12.2, as to which Losses each
    Party shall indemnify the other to the extent of their respective liability for the Losses.


 




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	12.2	Indemnification
    by Roche. Subject to Section 12.3, Roche shall indemnify, defend and hold each of Lineage, its Affiliates and their respective
    directors, officers, and employees, and the successors and assigns of any of the foregoing, harmless from and against any and all
    Losses as a result of any Third Party Claims arising out of [***], except, in each case, for those Losses for which Lineage has an
    obligation to indemnify Roche pursuant to Section 12.1, as to which Losses each Party shall indemnify the other to the extent
    of their respective liability for the Losses.
	 	 
	12.3	Procedure.
    If a Party intends to claim indemnification under this Agreement (the “Indemnitee”), it shall promptly notify
    the other Party (the “Indemnitor”) in writing of such alleged Loss. The failure to deliver written notice to the
    Indemnitor within a reasonable time after the commencement of any such action, to the extent prejudicial to its ability to defend
    such action, shall relieve the Indemnitor of any obligation to the Indemnitee under this Section 12.3 with regard to such
    action, but the omission to deliver notice to the Indemnitor shall not otherwise relieve the Indemnitor of any liability that it
    may have to any Indemnitee otherwise under this ARTICLE 12. Only Roche and Lineage may claim indemnity under this Agreement
    (on its own behalf or on behalf of its Indemnitees), and other Indemnitees may not directly claim indemnity hereunder. The Indemnitor
    shall have the right to control the defense thereof with counsel of its choice and reasonably acceptable to Indemnitee. Any Indemnitee
    shall have the right to retain its own counsel at its own expense for any reason, provided, however, that if the Indemnitee
    shall have reasonably concluded, based upon reasonable advice from outside legal counsel, that there is a conflict of interest between
    the Indemnitor and the Indemnitee in the defense of such action, the Indemnitor shall pay the fees and expenses of one (1) law firm
    serving as counsel for the Indemnitee as part of Losses. The Indemnitee, its employees and agents, shall reasonably cooperate with
    the Indemnitor and its legal representatives in the investigation of any Third Party Claims covered by this Agreement. The obligations
    of this ARTICLE 12 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such
    settlement is effected without the consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned, or delayed.
    The Indemnitor shall not, without the written consent of the Indemnitee, effect any settlement of any Third Party Claims, unless
    such settlement is solely for monetary damages and includes an unconditional release of the Indemnitee from all liability on claims
    that are the subject matter of such proceeding.
	 	 
	12.4	Insurance.
    During the Term of this Agreement and for three (3) years thereafter, each Party shall maintain commercial general liability insurance
    (a) combined single limit for bodily injury and property damage liability, in the minimum amount per occurrence of [***], (b) workers’
    compensation insurance, according to Applicable Law and (c) employers’ liability insurance, in the minimum amount of [***],
    all commencing as of the Effective Date; provided, however, Roche has the right, in its sole discretion, to self-insure,
    in part or in whole, for any such coverage. The insurance policies for such coverage shall be an occurrence form, but if only a claims
    made form is available to a Party, such Party shall maintain such coverage for at least [***] after the later of (i) termination
    or expiration of this Agreement or (ii) such Party has no further obligations under this Agreement. Insurance coverage shall be maintained
    with an insurance company or companies having an A.M. Best’s rating (or its equivalent) of A-VII or better. On written request,
    Lineage shall provide to Roche certificates of insurance evidencing the insurance coverage required under this Section 12.4.
    Lineage shall provide to Roche at least [***] notice of any cancellation, nonrenewal or material adverse change in any of the required
    insurance coverages. Each Party agrees to waive its right of subrogation with respect to workers’ compensation claims. The
    limits of a Party’s insurance or self-insurance coverage shall not limit the Party’s liability, including under the indemnification
    provisions of this Agreement.


 




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	12.5	Limitation
    of Damages. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, INCIDENTAL,
    PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, REGARDLESS OF ANY NOTICE OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT
    OR ANY OTHER LEGAL THEORY, EXCEPT IN RESPECT OF (A) THE INDEMNIFICATION OBLIGATION OF SUCH PARTY IN RESPECT OF THIRD PARTY CLAIMS
    UNDER THE PROVISIONS OF THIS ARTICLE 12, (B) DAMAGES AVAILABLE FOR BREACH OF ARTICLE 8 OR ARTICLE 9, (C) LIABILITY
    IN THE CASE OF FRAUD OR WILLFUL MISCONDUCT BY A PARTY.


 


Article
13


Term;
Termination


 


	13.1	Term.
    The term of this Agreement (the “Term”) shall commence on the Effective Date and, unless sooner terminated as
    provided in this ARTICLE 13, shall continue in full force and effect, on a country-by-country, Licensed Product-by-Licensed
    Product basis until expiration of the Royalty Term with respect to a Licensed Product in a country, at which time this Agreement
    shall expire with respect to such Licensed Product in such country. The Term shall expire on the date this Agreement has expired
    in its entirety with respect to all Licensed Products in all countries in the Territory.
	 	 
	13.2	Termination
    by Either Party for Material Breach. Either Party may terminate this Agreement by written notice to the other Party for any material
    breach of this Agreement by the other Party if, in the case of remediable breach, such material breach is not cured within [***]
    after the breaching Party receives written notice of such breach from the non-breaching Party; provided, that if such breach
    is not capable of being cured within such [***] period, the cure period shall be extended for such amount of time that is reasonably
    necessary to cure such breach, so long as the breaching Party is making diligent efforts to do so; provided, further,
    that in the case of a material breach by Roche of its obligations under Section 5.8.2 with respect to the OpRegen Trademarks,
    Lineage shall not have the right to terminate this Agreement in its entirety but may only terminate the license granted in Section
    5.1.2. Notwithstanding anything to the contrary herein, if the allegedly breaching Party in good faith either disputes (a) whether
    a breach is material or has occurred or (b) the alleged failure to cure or remedy such material breach, and provides written notice
    of that dispute to the other Party within the cure period, then the matter will be addressed under the dispute resolution provisions
    in ARTICLE 14, and the Party alleging breach may not so terminate this Agreement (in whole or in part) until it has been determined
    under ARTICLE 14 that the allegedly breaching Party is in material breach of this Agreement, and such breaching Party further
    fails to cure such breach within [***] (or such longer period as determined by the arbiter of such dispute resolution) after the
    conclusion of that dispute resolution procedure. It is understood that termination pursuant to this Section 13.2 shall be
    a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money
    damages.


 




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	13.3	Termination
    by Either Party for Insolvency or Bankruptcy. Either Party may terminate this Agreement effective on written notice to the other
    Party upon the liquidation, dissolution, winding-up, (income statement) insolvency, bankruptcy, or filing of any petition therefor,
    appointment of a receiver, custodian or trustee, or any other similar proceeding, by or of the other Party where such petition, appointment
    or similar proceeding is not dismissed or vacated within [***] calendar days. All rights and licenses granted pursuant to this Agreement
    are, for purposes of Section 365(n) of Title 11 of the US Code or any foreign equivalents thereof (as used in this Section 13.3,
    “Title 11”), licenses of rights to “intellectual property” as defined in Title 11. Each Party in its
    capacity as a licensor hereunder agrees that, in the event of the commencement of bankruptcy proceedings by or against such bankrupt
    Party under Title 11, (a) the other Party, in its capacity as a licensee of rights under this Agreement, shall retain and may fully
    exercise all of such licensed rights under this Agreement (including as provided in this Section 13.3) and all of its rights
    and elections under Title 11 and (b) the other Party shall be entitled to a complete duplicate of all embodiments of such intellectual
    property, and such embodiments, if not already in its possession, shall be promptly delivered to the other Party (i) upon any such
    commencement of a bankruptcy proceeding, unless the bankrupt Party elects to continue to perform all of its obligations under this
    Agreement, or (ii) if not delivered under (i), immediately upon the rejection of this Agreement by or on behalf of the bankrupt Party.
	 	 
	13.4	Elective
    Termination. On a Licensed Product-by-Licensed Product and country-by-country basis, Roche shall have the right to terminate
    this Agreement in part or in its entirety in its sole discretion, at any time by providing written notice to Lineage; such termination
    to be effective [***] after such notice.
	 	 
	13.5	Effects
    of Termination by Lineage under Sections 13.2 or 13.3 or by Roche under Section 13.4.
    Upon termination of this Agreement by Lineage under Section 13.2 or Section 13.3 or by Roche under Section 13.4,
    the following shall apply (in addition to any other rights and obligations under this Agreement with respect to such termination).
    


 


	 	13.5.1	[***].
    
	 	 	 
	 	13.5.2	[***].
	 	 	 
	 	13.5.3	[***].


 


	13.6	Effects
    of Termination by Roche under Section 13.2 or Section 13.3. Upon termination of this Agreement by Roche under Section 13.2
    or Section 13.3 the following shall apply:


 


	 	13.6.1	[***];
    
	 	 	 
	 	13.6.2	[***];
	 	 	 
	 	13.6.3	[***];
	 	 	 
	 	13.6.4	[***];
    and
	 	 	 
	 	13.6.5	[***].


 


	13.7	Accrued
    Rights and Obligations. Expiration or termination of this Agreement for any reason shall not release either Party from any liability
    which, as of the effective date of such expiration or termination, had already accrued to the other Party or which is attributable
    to a period prior to such termination, nor preclude either Party from pursuing any rights and remedies it may have hereunder or at
    law or in equity which accrued or are based upon any event occurring prior to the effective date of such expiration or termination.
    


 




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	13.8	Survival.
    In addition to any provisions specified in this Agreement as surviving under the applicable circumstances, Articles
    1, 7, 9, 11, 12, 14, 15, Sections 3.4, 5.5, 5.8,
    6.2 through 6.7 (in the event of termination under Section 13.6), 6.8.4, 8.1, 8.2, 8.3.2
    (solely with respect to Joint Patents) 8.4, 8.7 (solely with respect to Joint Patents), 8.8 (solely with
    respect to Joint Patents), 8.10, 13.5, 13.6, 13.7 and this Section 13.8 shall survive any termination
    or expiration of this Agreement (for the applicable period if so specified therein).


 


Article
14


Dispute
Resolution


 


	14.1	Disputes.
    Lineage and Roche recognize that a dispute, controversy or claim of any nature whatsoever arising out of or relating to this Agreement,
    or the breach, termination or invalidity thereof (each, a “Dispute”), may from time to time arise during the Term.
    Unless otherwise specifically recited in this Agreement, such Disputes between Lineage and Roche will be resolved as recited in this
    ARTICLE 14. A Dispute shall first be referred to the Alliance Managers for both Parties for attempted resolution. If the Alliance
    Managers are unable to resolve the Dispute within [***] days following the date of such referral (as evidenced in a writing identifying
    the subject matter of the Dispute and referencing this Section 14.1), either Lineage or Roche may, by written notice to the
    other, have such Dispute referred to a Vice President of Roche and a Vice President of Lineage (or their designees who have been
    duly authorized to resolve such Dispute) for attempted resolution through good faith discussions. In the event the designated officers,
    or their respective designees, are not able to resolve such dispute within [***] days of such other Party’s receipt of such
    written notice, either Party may initiate the dispute resolution procedures set forth in Section 14.2.
	 	 
	14.2	Arbitration.


 


	 	14.2.1	Rules.
    Except as otherwise expressly provided in this Agreement (including under Section 14.3), the Parties agree that any Dispute
    not resolved internally by the Parties pursuant to Section 14.1 shall be resolved through binding arbitration conducted by
    JAMS in accordance with the then prevailing Commercial Arbitration Rules & Procedures of JAMS (for purposes of this ARTICLE
    14, the “Rules”), except as modified in this Agreement, applying the substantive law specified in Section
    14.3 and Section 15.1.
	 	 	 
	 	14.2.2	Arbitrators;
    Location. Each Party shall select one (1) arbitrator, and the two (2) arbitrators so selected shall choose a third arbitrator
    within [***] days of their election. All three (3) arbitrators shall serve as neutrals and have at least [***] of (a) dispute resolution
    experience (including judicial experience) or (b) legal or business experience in the biotech or pharmaceutical industry. In any
    event, at least one (1) arbitrator shall satisfy the foregoing experience requirement under clause (b). If a Party fails to nominate
    its arbitrator, or if the Parties’ arbitrators cannot agree on the third, the necessary appointments shall be made in accordance
    with the Rules. Once appointed by a Party, such Party shall have no ex parte communication with its appointed arbitrator. The arbitration
    proceedings shall be conducted in San Francisco, California.
	 	 	 
	 	14.2.3	Procedures;
    Awards. Unless agreed otherwise by the Parties, the Parties shall have [***] days from the appointment of the last to be appointed
    of the three (3) arbitrators to submit their positions to the arbitrators, and the Parties shall have a hearing before the arbitrators
    within [***] of such submission. The arbitrators shall be instructed and required to render a written, binding, non-appealable resolution
    and award on each issue that clearly states the basis upon which such resolution and award is made. The written resolution and award
    shall be delivered to the Parties as expeditiously as possible, but in no event more than [***] after conclusion of the hearing,
    unless otherwise agreed by the Parties. Judgment upon such award may be entered in any competent court or application may be made
    to any competent court for judicial acceptance of such an award and order for enforcement. Each Party agrees that, notwithstanding
    any provision of Applicable Law or of this Agreement, it will not request, and the arbitrators shall have no authority to award,
    damages against any Party that are prohibited under Section 12.1.


 




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	 	14.2.4	Costs.
    The prevailing Party, as determined by the arbitrators, shall be entitled to (a) its share of fees and expenses of the arbitrators
    and (b) its attorneys’ fees and associated costs and expenses. In determining which Party “prevailed,” the arbitrators
    shall consider (i) the significance, including the financial impact, of the claims prevailed upon and (ii) the scope of claims prevailed
    upon, in comparison to the total scope of the claims at issue. If the arbitrators determine that, given the scope of the arbitration,
    neither Party “prevailed,” the arbitrators shall order that the Parties (A) share equally the fees and expenses of the
    arbitrators and (B) bear their own attorneys’ fees and associated costs and expenses.
	 	 	 
	 	14.2.5	Interim
    Equitable Relief. Notwithstanding anything to the contrary in this Section 14.2, in the event that a Party reasonably
    requires relief on a more expedited basis than would be possible pursuant to the procedure set forth in this ARTICLE 14, such
    Party may seek a temporary injunction or other interim equitable relief in a court of competent jurisdiction pending the ability
    of the arbitrators to review the decision under this Section 14.2. Such court shall have no jurisdiction or ability to resolve
    Disputes beyond the specific issue of temporary injunction or other interim equitable relief.
	 	 	 
	 	14.2.6	Protective
    Orders; Arbitrability. The Parties shall maintain the confidentiality of the arbitration proceedings under this Section 14.2.6,
    including the hearing, except as may be required by law or judicial decision, and all such arbitration proceedings and decisions
    of the expert(s) or arbitrators shall be deemed Confidential Information of both Parties under ARTICLE 9. At the request of
    either Party, the arbitrators shall enter an appropriate protective order to maintain the confidentiality of information produced
    or exchanged in the course of the arbitration proceedings. The arbitrators shall have the power to decide all questions of arbitrability.


 


	14.3	Subject
    Matter Exclusions. Notwithstanding the provisions of Section 14.2, any Dispute not resolved internally by the Parties
    pursuant to Section 14.1 that involves the validity or infringement of a Patent (a) that is issued in the US shall be subject
    to actions before the US Patent and Trademark Office or submitted exclusively to the federal court located in the jurisdiction of
    the district where any of the defendants resides; and (b) that is issued in any other country shall be brought before an appropriate
    regulatory or administrative body or court in that country, and the Parties hereby consent to the jurisdiction and venue of such
    courts and bodies.
	 	 
	14.4	Continued
    Performance. Provided that this Agreement has not terminated or expired, the Parties agree to continue performing under
    this Agreement in accordance with its provisions, pending the final resolution of any Dispute.


 


Article
15


Miscellaneous


 


	15.1	Choice
    of Law. This Agreement (including the arbitration provisions of Section 14.2) shall be governed by and interpreted in
    accordance with the laws of the State of California, without reference to the principles of conflicts of laws. The United Nations
    Convention on Contracts for the International Sale of Goods shall not apply to the transactions contemplated by this Agreement.


 




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	15.2	Notices.
    Except as otherwise expressly provided in the Agreement, any notice required under this Agreement shall be in writing and shall specifically
    refer to this Agreement. Notices shall be sent via one (1) of the following means and shall be effective (a) on the date of delivery,
    if delivered in person; (b) two (2) days after the date mailed if mailed by first class certified mail return receipt requested,
    postage prepaid to a destination within the same jurisdiction; (c) seven (7) days after the date mailed if mailed by registered or
    certified mail return receipt requested, postage prepaid to a destination outside the jurisdiction of the Party sending the notice;
    or (d) on the date of receipt, if sent by private express courier. Notices shall be sent to the other Party at the addresses set
    forth below. Either Party may change its addresses for purposes of this Section 15.2 by sending written notice to the other
    Party.


 


	 	If
    to Roche:	 	Genentech,
    Inc.	 
	 	 	 	Attn:
    Corporate Secretary	 
	 	 	 	1
    DNA Way	 
	 	 	 	South
    San Francisco, CA 94080	 
	 	 	 	 	 
	 	 	 	and
    to	 
	 	 	 	 	 
	 	 	 	F.
    Hoffmann-La Roche Ltd	 
	 	 	 	Attention:
    Legal Department	 
	 	 	 	Grenzacherstrasse
    124	 
	 	 	 	CH-4070
    Basel	 
	 	 	 	Switzerland	 


 


with
required copies (which shall not constitute notice) to:


 


	 	Genentech,
    Inc.
	 	Attn:
    Head of Global Asset & Alliance Management
	 	1
    DNA Way 
	 	South
    San Francisco, CA 94080
	 	 
	 	Email
    address: to be provided by Alliance Manager
	 	 


 


	 	If
    to Lineage:	 	Lineage
    Cell Therapeutics 	 
	 	 	 	Attn:
    Chief Executive Officer	 
	 	 	 	2173
    Salk Avenue, Suite 200	 
	 	 	 	Carlsbad,
    CA 92008	 


 


with
required copies (which shall not constitute notice) to:


 


	 	Lineage
    Cell Therapeutics 
	 	Attn:
    General Counsel
	 	2173
    Salk Avenue, Suite 200
	 	Carlsbad,
    CA 92008
	 	 
	 	Cooley
    LLP
	 	Attn:
    Steve Przesmicki
	 	4401
    Eastgate Mall
	 	San
    Diego, CA 92121    



 




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	15.3	Assignment.
    Neither Party may assign or otherwise transfer, in whole or in part, this Agreement without the prior written consent of the non-assigning
    Party, such approval not to be unreasonably withheld or delayed. Notwithstanding the foregoing, (a) Lineage may assign or otherwise
    transfer its rights to receive payments (and associated reports) pursuant to Section 6.7 without the prior written consent
    of Roche; and (b) either Party may assign this Agreement, without the prior written consent of the other Party, to (i) an Affiliate
    or (ii) subject to Section 5.7.2, to any purchaser of all or substantially all of the assets of such Party, or of all of its
    capital stock, or to any successor corporation or entity resulting from any merger or consolidation of such Party with or into such
    corporation or entity, provided that the party to which this Agreement is assigned expressly agrees in writing to assume and
    be bound by all obligations of the assigning Party under this Agreement. A copy of such written agreement by such assignee shall
    be provided to the non-assigning Party within [***] of execution of such assignment. Subject to the foregoing, this Agreement will
    benefit and bind the Parties’ successors and assigns. Any attempted assignment not in accordance with this Section 15.3
    shall be null and void.
	 	 
	15.4	Change
    in Control. Notwithstanding any other provision of this Agreement, in the event of the Change in Control, no intellectual property,
    products, biological substances (and any constituents, progeny, mutants, derivatives, or replications thereof or therefrom), or other
    tangible materials that are Controlled by an Acquirer (or its Affiliates in existence prior to such transaction) or developed or
    acquired by such Acquirer after such Change in Control, shall be considered as “Controlled” by Lineage, (a) so long as
    such intellectual property, compounds, products and other subject matter were developed independently of this Agreement and without
    use of intellectual property rights or Confidential Information of the other Party, subject to any segregation and firewall requirements
    in connection with a Competing Product as set forth in Section 5.7.2, and (b) unless, after the consummation of such Change
    in Control, Lineage or any of its Affiliates uses any such intellectual property, compounds, products and other subject matter in
    the performance of its obligations or exercise of its rights under this Agreement, in which case, such intellectual property, compounds,
    products and other subject matter will be considered “Controlled” by Lineage.
	 	 
	15.5	Independent
    Contractors. The Parties hereto are independent contractors and nothing contained in this Agreement shall be deemed or construed
    to create a partnership, joint venture, employment, franchise, agency or fiduciary relationship between the Parties.
	 	 
	15.6	Actions
    of Affiliates. Roche may exercise its rights or perform its obligations under this Agreement personally or through one (1) or
    more Affiliates, provided that Roche shall nonetheless be primarily liable for the performance of its Affiliates and for any
    failure by its Affiliates to comply with the restrictions, limitations and obligations set forth in this Agreement.
	 	 
	15.7	Force
    Majeure. Neither Party shall be deemed to have breached this Agreement for failure to perform its obligations under this Agreement
    to the extent such failure results from causes beyond the reasonable control of the affected Party, such causes including acts of
    God, earthquakes, fires, floods, embargoes, wars, acts of terrorism, insurrections, riots, civil commotions, epidemics, pandemics
    (specifically including the Coronavirus Disease 2019 (COVID-19) outbreak that commenced in 2019), omissions or delays in action by
    any governmental authority, acts of a government or agency thereof and judicial orders or decrees (each, a “Force Majeure
    Event”), and any deadline or time period affected by such a Force Majeure Event or a Party’s failure to perform resulting
    therefrom shall be extended automatically by the number of days equal to the number of days that such Force Majeure Event or failure
    persisted. If such a Force Majeure Event occurs, the Party unable to perform shall promptly notify the other Party of the occurrence
    of such event, and the Parties shall meet (in person or telephonically) promptly thereafter to discuss the circumstances relating
    thereto. The Party unable to perform shall (a) provide reasonable status updates to the other Party from time to time; (b) use Commercially
    Reasonable Efforts to mitigate any adverse consequences arising out of its failure to perform; and (c) resume performance as promptly
    as possible. Further, in the event the end of any time period set forth herein falls (or any deadline herein otherwise expires) during
    the period beginning on December 25 of any Calendar Year in the Term and ending on January 1 of the following year, such time period
    (or deadline) shall be extended by six (6) Business Days, unless otherwise agreed in writing by the Parties.


 




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	15.8	Integration.
    Except to the extent expressly provided herein, this Agreement, including the Schedules and Exhibits hereto, constitutes the entire
    agreement between the Parties relating to the subject matter of this Agreement and supersedes all previous oral and written communications
    between the Parties with respect to the subject matter of this Agreement, including the NDA as set forth in Section 9.6. In
    the event of any conflict or inconsistency between the body of this Agreement and a Schedule or Exhibit, the terms and conditions
    of the body of this Agreement shall prevail.
	 	 
	15.9	Amendment;
    Waiver. Except as otherwise expressly provided herein, no alteration of or modification to this Agreement shall be effective
    unless made in writing and executed by an authorized representative of both Parties. No course of dealing or failing of either Party
    to strictly enforce any term, right or condition of this Agreement in any instance shall be construed as a general waiver or relinquishment
    of such term, right or condition. The observance of any provision of this Agreement may be waived (either generally or any given
    instance and either retroactively or prospectively) only with the written consent of the Party granting such waiver.
	 	 
	15.10	Further
    Assurances. Each Party shall and shall use all reasonable endeavors to procure that any necessary Third Party shall promptly
    execute and deliver such further documents and do such further acts as may be required for the purpose of giving full effect to this
    Agreement.
	 	 
	15.11	Severability.
    The Parties do not intend to violate any public policy or statutory or common law. However, if any sentence, paragraph, clause or
    combination or part thereof of this Agreement is in violation of any law or is found to be otherwise unenforceable, such sentence,
    paragraph, clause or combination or part of the same shall be deleted and the remainder of this Agreement shall remain binding, provided
    that such deletion does not alter the basic purpose and structure of this Agreement.
	 	 
	15.12	No
    Third Party Rights. The Parties do not intend that any term of this Agreement should be enforceable by any person who is not
    a Party.
	 	 
	15.13	Construction.
    The Parties mutually acknowledge that they and their attorneys have participated in the negotiation and preparation of this Agreement.
    Ambiguities, if any, in this Agreement shall not be construed against any Party, irrespective of which Party may be deemed to have
    drafted this Agreement or authorized the ambiguous provision.


 




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	15.14	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 context otherwise clearly requires, whenever used in this Agreement: (a) the words
    “include” or “including” shall be construed as incorporating “but not limited to” or “without
    limitation”; (b) the words “hereof,” “herein,” “hereby” and derivative or similar words
    refer to this Agreement, including the Schedules and Exhibits; (c) all references herein to Sections, Schedules or Exhibits shall
    be construed to refer to Sections, Schedules or Exhibits of this Agreement; (d) any definition of or reference to any agreement,
    instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time
    to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications
    set forth herein); (e) the word “notice” means notice in writing (whether or not specifically stated) and shall include
    notices, consents, approvals and other written communications contemplated under this Agreement; (f) provisions that require that
    a Party, the Parties or any committee 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, approved minutes
    or otherwise (but excluding instant messaging); (g) references to any specific law, rule or regulation, section or other division
    thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof;
    (h) all references to the word “will”, where the context requires, are interchangeable with the word “shall”
    and shall be understood to be imperative or mandatory in nature; (i) all references to “Sublicensees” shall include all
    Sublicensees of Sublicensees through multiple tiers of sublicensing; (j) the singular shall include the plural and vice versa; (k)
    the word “or” has the inclusive meaning represented by the phrase “and/or”; and (l) all references to days,
    months, quarters or years are references to calendar days, calendar months, Calendar Quarters, or Calendar Years.
	 	 
	15.15	Counterparts.
    This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will
    constitute one and the same instrument. For purposes hereof, a .pdf copy of this Agreement, including the signature pages hereto,
    will be deemed to be an original. Notwithstanding the foregoing, the Parties shall deliver original execution copies of this Agreement
    to one another as soon as practicable following execution thereof.


 


[Signature
page follows – the rest of this page intentionally left blank.]





 






    	53



     


    

 





IN
WITNESS WHEREOF, Lineage and Roche have executed this Agreement by their respective officers hereunto duly authorized.


 


	LINEAGE
    CELL THERAPEUTICS	 	CELL
    CURE NEUROSCIENCES LTD.
	 	                  	 	 	                     
	By:
    	/s/
    Brian Culley	 	By:	/s/
    Rami Skaliter
	 	 	 	 	 
	Name:
    	Brian
    Culley	 	Name:	Rami
    Skaliter
	 	 	 	 	 
	Title:
    	CEO	 	Title:	CEO
    


 


	GENENTECH,
    INC.	 	 	 
	 	 	 	 	 
	By:
    	/s/
    Edward Harrington	 	By:
    	/s/
    Andrew Le
	 	 	 	 	 
	Name:
    	Edward
    Harrington	 	Name:
    	Andrew
    Le
	 	 	 	 	 
	Title:
    	CFO,
    Genentech	 	By:
    	/s/
    Jon Aumais
	 	 	 	 	 
	 	 	 	Name:
    	Jon
    Aumais


 


	F.
    HOFFMANN-LA ROCHE LTD	 	 	 
	 	 	 	 	 
	By:
    	/s/
    Barbara Schroeder de Castro Lopes	 	By:
    	/s/
    Vikas Kabra
	 	 	 	 	 
	Name:
    	Barbara
    Schroeder de Castro Lopes	 	Name:
    	Vikas
    Kabra
	 	 	 	 	 
	Title:
    	Authorized
    Signatory	 	Title:
    	Head
    Transaction Excellence


 




    	54



     


    

 


SCHEDULE
1.36 – Existing Patents 





 


	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	 
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]



 






    	1.36 – 1
	[Schedule 1.36 – Existing Patents]



     


    

 


	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	 	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	 	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	 	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	 	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	 	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	 	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	 	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	 	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	 	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	 	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	 	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	 	 	 	 	 	 	 	 	 
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]



 






    	1.36 – 2
	[Schedule 1.36 – Existing Patents]



     


    

 


	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	 	 	 	 	 	 	 	 	 
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]



 






    	1.36 – 3
	[Schedule 1.36 – Existing Patents]



     


    

 


	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	 	 	 	 	 	 	 	 	 
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	 	 	 	 	 	 	 	 	 
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	 	 	 	 	 	 	 	 	 
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	 	 	 	 	 	 	 	 	 
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]
	 	 	 	 	 	 	 	 	 
	[***]	[***]	[***]	[***]	[***]	[***]	[***]	 	[***]


 




    	1.36 – 4
	[Schedule 1.36 – Existing Patents]



     


    

 


SCHEDULE
1.39 – Existing Third Party In-License Agreements


 


	●	The
    Hadasit Agreement and the Hadasit Side Letter.


 




    	1.39 – 1
	[Schedule 1.39 – Existing Third Party In-License Agreements]



     


    

 


SCHEDULE
1.58 – hESC Patents


 


	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	 	[***]
	 	 	 	 	 	 
	[***]	[***]	[***]	[***]	 	[***]
	[***]	[***]	[***]	[***]	 	[***]


 




    	1.58 – 1
	[Schedule 1.58 – hESC Patents]



     


    

 


SCHEDULE
1.98 – OpRegen Trademarks 


 


	[***]	[***]	[***]	[***]	[***]
	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]


 




    	1.98 – 1
	[Schedule 1.98 – OpRegen Trademarks]



     


    

 


SCHEDULE
3.2.5 – OpRegen v 1.3


 


[***].


 




    	3.2.5– 1
	[Schedule 3.2.5 – OpRegen v 1.3]



     


    

 


SCHEDULE
11.2.7 – Pending or Threatened Actions, Lawsuits, Claims, or Arbitration Proceedings


 


[***].


 




    	11.2.7 – 1
	[Schedule 11.2.7 – Pending or Threatened Actions, Lawsuits, Claims, or Arbitration Proceedings]



     


    

 


SCHEDULE
11.2.10 – [***]


 


[***].



 




    	11.2.10 – 1
	[Schedule 11.2.10 – [***]]



     


    

 


Exhibit
A – Authorized Subcontractors 


 


[***].


 




    	A-1
	[Exhibit A – Authorized Subcontractors]



     


    

 


Exhibit
B – Lineage Work Plan


 


[***].


 




    	B-1
	[Exhibit B – Lineage Work Plan]



     


    

 


Exhibit
C – Know-How and Materials (Process Manufacture
Transfer and Analytical Transfer)


 


[***].


 




    	C-1
	[Exhibit C - Know-How and Materials (Process Manufacture Transfer and Analytical Transfer)]



     


    

 


Exhibit
D – Know-How and Materials (Non-Clinical, Clinical,
and Regulatory Immediate Development Transfer)


 


[***].


 




    	D-1
	[Exhibit D - Know-How and Materials (Non-Clinical, Clinical, and Regulatory Immediate Development Transfer)]



     


    

 


Exhibit
E – Know-How and Materials (CMC Immediate Development
Transfer)



 


[***].


 




    	E-1
	[Exhibit E - Know-How and Materials (CMC Immediate Development Transfer)]



     


    

 


Exhibit
F - Press Release Concerning the Execution of this
Agreement 


 





 


LINEAGE
ESTABLISHES EXCLUSIVE WORLDWIDE COLLABORATION WITH GENENTECH FOR THE DEVELOPMENT AND COMMERCIALIZATION OF OPREGEN® RPE
CELL THERAPY FOR THE TREATMENT OF OCULAR DISORDERS 


 


	 	●	Genentech
    Will Pay Lineage $50 Million Upfront 
	 	 	 
	 	●	Eligible
    to Receive a Total of $670 Million in Upfront and Milestone Payments
	 	 	 
	 	●	Conference
    Call to Discuss Collaboration Planned for 8 a.m. ET 


 


CARLSBAD,
CA– December 20, 2021 - Lineage Cell Therapeutics, Inc. (NYSE American and TASE: LCTX), today announced that
Lineage and its subsidiary, Cell Cure Neurosciences Ltd., have entered into an exclusive worldwide collaboration and license agreement
with Roche and Genentech, a member of the Roche Group (SIX: RO, ROG; OTCQX: RHHBY), for the development and commercialization
of a retinal pigment epithelium (RPE) cell therapy for the treatment of ocular disorders, including advanced dry age-related macular
degeneration (dry AMD) with geographic atrophy (GA).


 


Genentech
will assume responsibility for further clinical development and commercialization of Lineage’s OpRegen program, which currently
is being evaluated in a Phase 1/2a open-label, dose escalation clinical safety and efficacy study in patients with advanced dry AMD with
GA. Under the terms of the collaboration agreement, Lineage will complete activities related to the ongoing clinical study, for which
enrollment is complete, and perform certain manufacturing activities. Genentech will pay Lineage a $50 million upfront payment and Lineage
is eligible to receive up to $620 million in additional development, approval and sales milestone payments and tiered double- digit royalties.


“Genentech
is a clear global leader in ophthalmology and has demonstrated a longstanding commitment to patients, innovative research and successful
product development,” said Brian M. Culley, Lineage’s CEO. “Their desire to combine our cell therapy technology with
their ophthalmology expertise and capabilities will help advance the OpRegen program more rapidly and we believe successfully to patients
with serious ocular disorders, such as dry age-related macular degeneration. Lineage’s objective is to pioneer a new branch of
regenerative medicine, based on transplanting whole cells into the body to restore activity lost to aging, injury or disease. We believe
the results we have demonstrated to date with OpRegen represent a paradigm change many did not believe possible with cell therapy, by
restoring retinal tissue and potentially halting or reversing the expansion of geographic atrophy. I am incredibly proud of what the
Lineage team has accomplished with the OpRegen program and look forward to joining forces with the Genentech team as they work to take
this program to the next level and potentially to patients in need of treatment.”


 


Mr.
Culley continued, “Looking ahead, Lineage will remain focused on advancing our spinal cord injury and oncology programs as well
as announcing new disease settings where we plan to deploy our technology, either on our own or through strategic alliances. All of us
at Lineage are immensely proud to have the opportunity and responsibility to advance a new and exciting branch of medicine, and our aim
is to make a profound impact on the patients who serve as our inspiration.”


 




    	F-1
	[Exhibit F - Press Release Concerning the Execution of this Agreement]



     


    

 


“Genentech
has a longstanding commitment to discovering and developing novel drugs for the treatment of serious eye disorders such as with advanced
dry AMD with GA, which is one of our focus areas within ophthalmology,” said James Sabry, M.D., Ph.D., global head of Pharma Partnering,
Roche. “We are excited to partner with Lineage Cell Therapeutics to advance potential new therapies in an area of high unmet medical
need.”


 


Conference
Call Information


 


Lineage
will host a live conference call and webcast today beginning at 8 a.m. ET to discuss the collaboration with the Roche Group and Genentech.
Interested parties may access the conference call by dialing (866) 888-8633 from the U.S. and Canada and (636) 812-6629 from elsewhere
outside the U.S. and Canada and should request the “Lineage Cell Therapeutics Call”. A live webcast of the conference call
will be available online in the Investors section of Lineage’s website. A replay of the webcast will be available on Lineage’s
website for 30 days and a telephone replay will be available through December 27, 2021, by dialing (855) 859-2056 from the U.S. and Canada
and (404) 537-3406 from elsewhere outside the U.S. and Canada and entering conference ID number 5174206.


 


About
OpRegen


 


OpRegen
has been developed in part through contributions and financial grants made by Hadasit Medical Research Services and Development Ltd.
(“Hadasit”) and the Israeli Innovation Authority (the “IIA”). Lineage is obligated to pay a portion of upfront,
milestone and royalty payments it receives to Hadasit and the IIA. OpRegen is currently being evaluated in a Phase 1/2a open-label, dose
escalation safety and efficacy study of a single injection of human retinal pigment epithelium cells derived from an established pluripotent
cell line and transplanted subretinally in patients with advanced dry AMD with GA. The study enrolled 24 patients into 4 cohorts. The
first 3 cohorts enrolled only legally blind patients with a best corrected visual acuity (BCVA) of 20/200 or worse. The fourth cohort
enrolled 12 better vision patients (BCVA from 20/65 to 20/250 with smaller mean areas of GA). Cohort 4 also included patients treated
with a new “thaw-and-inject” formulation of OpRegen, which can be shipped directly to sites and used immediately upon thawing,
removing the complications and logistics of having to use a dose preparation facility. The primary objective of the study was to evaluate
the safety and tolerability of OpRegen as assessed by the incidence and frequency of treatment emergent adverse events. Secondary objectives
are to evaluate the preliminary efficacy of OpRegen treatment by assessing the changes in ophthalmological parameters measured by various
methods of primary clinical relevance. OpRegen has been well tolerated to date and there have been no new, unexpected ocular or systemic
adverse events or serious adverse events related to OpRegen or study procedures that have not been previously reported.


 


About
Lineage Cell Therapeutics, Inc. 


 


Lineage
Cell Therapeutics is a clinical-stage biotechnology company developing novel cell therapies for unmet medical needs. Lineage’s
programs are based on its robust proprietary cell-based therapy platform and associated in-house development and manufacturing capabilities.
With this platform Lineage develops and manufactures specialized, terminally differentiated human cells from its pluripotent and progenitor
cell starting materials. These differentiated cells are developed to either replace or support cells that are dysfunctional or absent
due to degenerative disease or traumatic injury or administered as a means of helping the body mount an effective immune response to
cancer. Lineage’s clinical programs are in markets with billion dollar opportunities and include three allogeneic (“off-the-shelf”)
product candidates: (i) OpRegen®, a retinal pigment epithelium transplant therapy in Phase 1/2a development for the treatment
of dry age-related macular degeneration, a leading cause of blindness in the developed world; (ii) OPC1, an oligodendrocyte progenitor
cell therapy in Phase 1/2a development for the treatment of acute spinal cord injuries; and (iii) VAC2, an allogeneic dendritic cell
therapy produced from Lineage’s VAC technology platform for immuno-oncology and infectious disease, currently in Phase 1 clinical
development for the treatment of non-small cell lung cancer. For more information, please visit www.lineagecell.com or follow
the Company on Twitter @LineageCell.


 




    	F-2
	[Exhibit F - Press Release Concerning the Execution of this Agreement]



     


    

 


Forward-Looking
Statements


 


Lineage
cautions you that all statements, other than statements of historical facts, contained in this press release, are forward-looking statements.
Forward-looking statements, in some cases, can be identified by terms such as “believe,” “aim,” “may,”
“will,” “estimate,” “continue,” “anticipate,” “design,” “intend,”
“expect,” “could,” “can,” “plan,” “potential,” “predict,” “seek,”
“should,” “would,” “contemplate,” “project,” “target,” “tend to,”
or the negative version of these words and similar expressions. Such statements include, but are not limited to, statements relating
to the collaboration and license agreement with Roche and Genentech and activities expected to occur under the collaboration and license
agreement, the upfront, milestone and royalty consideration payable to Lineage, the potential benefits of treatment with OpRegen, and
Lineage’s plans to advance its spinal cord injury and oncology programs and announce new disease settings where it plans to deploy
its technology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Lineage’s
actual results, performance or achievements to be materially different from future results, performance or achievements expressed or
implied by the forward-looking statements in this press release, including the risk that competing alternative therapies may adversely
impact the commercial potential of OpRegen, which could materially adversely affect the milestone and royalty payments payable to Lineage
under the collaboration and license agreement, the risk that Roche and Genentech may not be successful in completing further clinical
trials for OpRegen and/or obtaining regulatory approval for OpRegen in any particular jurisdiction, and risks and uncertainties inherent
in Lineage’s business and other risks in Lineage’s filings with the Securities and Exchange Commission (SEC). Lineage’s
forward-looking statements are based upon its current expectations and involve assumptions that may never materialize or may prove to
be incorrect. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. Further information
regarding these and other risks is included under the heading “Risk Factors” in Lineage’s periodic reports with the
SEC, including Lineage’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the SEC and its other
reports, which are available from the SEC’s website. You are cautioned not to place undue reliance on forward-looking statements,
which speak only as of the date on which they were made. Lineage undertakes no obligation to update such statements to reflect events
that occur or circumstances that exist after the date on which they were made, except as required by law.


 


Lineage
Cell Therapeutics, Inc. IR


Ioana
C. Hone


(ir@lineagecell.com)


(442)
287-8963


 


Solebury
Trout IR


Mike
Biega


(Mbiega@soleburytrout.com)


(617)
221-9660


 


Russo
Partners – Media Relations


Nic
Johnson or David Schull


Nic.johnson@russopartnersllc.com


David.schull@russopartnersllc.com


(212)
845-4242


 


###


 




    	F-3
	[Exhibit F - Press Release Concerning the Execution of this Agreement]