ASSET PURCHASE AGREEMENT between STEMCELL TECHNOLOGIES CANADA ACQUISITIONS INC. and SQZ BIOTECHNOLOGIES COMPANY Dated December 21, 2023Asset Purchase Agreement • December 22nd, 2023 • SQZ Biotechnologies Co • Biological products, (no disgnostic substances) • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 21, 2023, is by and between (i) STEMCELL Technologies Canada Acquisitions Inc., a British Columbia corporation (“Purchaser”), and (ii) SQZ Biotechnologies Company, a Delaware corporation (“Seller”). Purchaser and Seller are sometimes collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used herein and not otherwise defined have the meanings given to such terms in Annex A below.
Massachusetts Institute of Technology and SQZ Biotechnologies Company Second Amendment to Amended and Restated Exclusive Patent License AgreementExclusive Patent License Agreement • December 22nd, 2023 • SQZ Biotechnologies Co • Biological products, (no disgnostic substances)
This Second Amendment is made by and between the Massachusetts Institute of Technology, a nonprofit research institution having a principal address at 77 Massachusetts Avenue, Cambridge, MA 02139 (“MIT”) and SQZ Biotechnologies Company, a Delaware corporation, with a principal place of business at 200 Arsenal Yards Boulevard, Suite 201, Watertown, MA 02472 (“COMPANY”) (each individually a “Party” and collectively the “Parties”) and amends that certain Amended and Restated Exclusive Patent License Agreement between the Parties dated as of December 2, 2015 as amended May 17, 2022 (MIT No. 4913276) (the “LICENSE AGREEMENT”). The effective date of this Second Amendment shall be the Closing Date (as defined in the Purchase Agreement (defined below)), provided that on or before such date Assignee agrees in writing to be bound by the terms and conditions of the LICENSE AGREEMENT as amended by this Second Amendment as if the Assignee were COMPANY thereunder pursuant to the assignment and assum
