Century Therapeutics, Inc. [●] Shares of Common Stock Underwriting Agreement Underwriting AgreementUnderwriting Agreement • June 14th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Century Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC, BofA Securities, Inc., SVB Leerink LLC and Piper Sandler & Co.
Century therapeutics, inc. COMMON STOCK SALES AGREEMENTSales Agreement • July 1st, 2022 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Century Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 26th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [___________], 2020 between Century Therapeutics, LLC, a Delaware limited liability company (the “Company”), and [___________] (“Indemnitee”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and the registrant customarily and actually treats as private and confidential. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 28th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of September 14, 2020 and is entered into by and among CENTURY THERAPEUTICS, LLC, a Delaware limited liability company, and each of its Subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2024 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 11, 2024 by and among Century Therapeutics, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 14th, 2024 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Executive Employment Agreement (the “Agreement”), dated November 7, 2023, is made and entered into by and between CENTURY THERAPEUTICS, INC., a Delaware corporation (the “Company”) and Brent Pfeiffenberger (“Executive”), and will become effective on December 4, 2023 (the “Effective Date”).
CENTURY THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE ANDAward Agreement • May 28th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
Century Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option described in this Stock Option Grant Notice (the “Grant Notice”) is subject to the terms and conditions set forth in the Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, capitalized terms used in this Grant Notice and the Agreement will have the meanings defined in the Plan.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2024 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 11, 2024, by and among Century Therapeutics, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of the date hereof (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
LICENSE AGREEMENTLicense Agreement • May 28th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • Ontario
THE GOVERNING COUNCIL OF THE UNIVERSITY OF TORONTO, a corporation vested with the government, management and control of the University of Toronto by the University of Toronto Act, 1971 and having offices at Banting Institute, 100 College Street, Suite 413, Toronto, Ontario M5G 1L5, Canada
SUBLICENSE AGREEMENTSublicense Agreement • May 28th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Sublicense Agreement (together with all exhibits and attachments hereto, this “Agreement”) is made and entered into by and between iCELL Inc. (“Sublicensor”), a Japanese corporation having a principal place of business at Tokyo Twin Parks 25-26 FL (2505), Higashi Shinbashi 1-10-2, Minato-ku, Tokyo 105-0021 Japan, and Century Therapeutics, LLC (“Sublicensee”), a Delaware limited liability company having a principal place of business at 3675 Market St., Philadelphia, PA 19104, effective as of March 20, 2020 (“Effective Date”).
RE: Letter Agreement Regarding WARF/CDI License Agreement and CDI/Century Sublicense AgreementLetter Agreement • May 28th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances)
Pursuant to its sublicensing rights under that certain License Agreement by and between Wisconsin Alumni Research Foundation (“WARF”) and FUJIFILM Cellular Dynamics, Inc. (formerly known as Cellular Dynamics International, Inc.) (“CDI”), WARF Agreement No. 11-00206, dated effective as of June 6, 2012, as amended (the “License Agreement”), CDI sublicensed certain rights to Century Therapeutics, LLC (“Century”) under the Licensed Patents as set forth in a sublicense agreement between CDI and Century, as may be amended or restated in the future by CDI and Century (the “Sublicense Agreement”). This letter agreement (this “Letter Agreement”) confirms the understanding between CDI, Century and WARF with respect to the License Agreement and Sublicense Agreement, notwithstanding any terms to the contrary in the License Agreement or Sublicense Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the License Agreement. CDI, Century and WARF
LICENSE AGREEMENTLicense Agreement • June 15th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • Wisconsin
This License Agreement (including any exhibits attached hereto, this “Agreement”) is made and is effective this 18th day of September, 2018 (the “Effective Date”) between Century Therapeutics, Inc., a Delaware corporation (“Century”) having an address at 52 West 21st Street, Suite 408, New York, NY 10010 USA and FUJIFILM Cellular Dynamics Inc., a Wisconsin corporation (“CDI”) having an address at 525 Science Drive Madison, WI 53711 USA. Century and CDI are each referred to as a “Party” and collectively referred to as the “Parties.”
LICENSE AGREEMENTLicense Agreement • June 15th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • Wisconsin
This License Agreement (including any exhibits attached hereto, this “Agreement”) is made and is effective on the Effective Date between Century Therapeutics, Inc., a Delaware corporation (“Century”) having an address at 54 West 21st Street, Suite 408, New York, NY 10010 USA and FUJIFILM Cellular Dynamics Inc., a Wisconsin corporation (“CDI”) having an address at 525 Science Drive, Madison, WI 53711 USA. Century and CDI are each referred to as a “Party” and collectively referred to as the “Parties.”
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • May 28th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances)
Century Therapeutics, Inc., (f/k/a Century Therapeutics, LLC) a company registered in Delaware, United States, whose registered office is at 3675 Market Street, Philadelphia, PA 19104, United States (hereafter referred to as: “CENTURY” or “Century”);
AMENDMENT NO. 2 to MASTER COLLABORATION AGREEMENTMaster Collaboration Agreement • May 28th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 2 to Master Collaboration Agreement (the “Amendment No. 2”) is made and effective as of March 23, 2021 (the “Amendment No. 2 Effective Date”) between Century Therapeutics, Inc. (f/k/a Century Therapeutics, LLC), a Delaware corporation (“Century”) having a principal place of business at 3675 Market Street, Philadelphia, PA 19104 USA, and FUJIFILM Cellular Dynamics, Inc., a Wisconsin corporation (“FCDI”) having an address at 525 Science Drive, Madison, WI 53711 USA, and amends the Master Collaboration Agreement entered into between Century and CDI, signed as of October 21, 2019 and as amended by that certain Amendment No. 1 to Master Collaboration Agreement, dated as of July 17, 2020 (the “Collaboration Agreement”). All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Collaboration Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 10th, 2022 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is made as of January 7, 2022 (the “Effective Date”), by and between Bristol-Myers Squibb Company, a Delaware corporation (the “Investor”), and Century Therapeutics, Inc., a Delaware corporation (the “Company”).
CENTURY THERAPEUTICS, INC. INVESTORS’ RIGHTS AGREEMENT February 25, 2021Investors’ Rights Agreement • March 26th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT, is made as of the 25th day of February, 2021, by and among Century Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
ContractWarrant Agreement • March 26th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
AMENDMENT NO. 1 TO MASTER COLLABORATION AGREEMENTMaster Collaboration Agreement • May 28th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 1 TO MASTER COLLABORATION AGREEMENT (this “Amendment No. 1”) is made as of July 17, 2020 (“Amendment No. 1 Signing Date”) by and between CENTURY THERAPEUTICS, LLC, having a principal place of business at 3675 Market St., Philadelphia, PA 19104 USA (“Century”) and FUJIFILM Cellular Dynamics, Inc., having a principal place of business at 525 Science Drive, Madison WI 53711, USA (“FCDI”). Century and FCDI are each referred to as a “Party” and collectively referred to as the “Parties.”
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and the registrant customarily and actually treats as private and confidential. AGREEMENT AND PLAN OF MERGER...Agreement and Plan of Merger • April 11th, 2024 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of April 11, 2024, by and among: Century Therapeutics, Inc, a Delaware corporation (“Parent”); Clarent Intermediate Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Intermediate Sub”); Clarent Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Intermediate Sub (“Merger Sub”); Clade Therapeutics, Inc., a Delaware corporation (the “Company”); and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Securityholders’ Agent. Certain other capitalized terms used in this Agreement are defined in Exhibit A.
LICENSE AGREEMENTLicense Agreement • March 14th, 2024 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances)
This License Agreement (including any exhibits attached hereto, this “Agreement”) is made and is effective this 22nd day of September, 2023 (the “Effective Date”) between Century Therapeutics, Inc., a Delaware corporation (“Century”) having an address at 3675 Market Street, Philadelphia, PA 19104 USA and FUJIFILM Cellular Dynamics Inc., a Wisconsin corporation (“CDI”) having an address at 525 Science Drive Madison, WI 5371 1 USA. Century and CDI are each referred to as a “Party” and collectively referred to as the “Parties.”
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 11th, 2022 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 13, 2022, is entered into by and among CENTURY THERAPEUTICS, INC., a Delaware corporation and successor to Century Therapeutics, LLC, and each of its Subsidiaries (hereinafter collectively referred to as “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (collectively, referred to as the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, “Agent”).
SIDE LETTER TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 17th, 2023 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Side Letter to Executive Employment Agreement (this “Side Letter”) is entered into as of April 12, 2023, by and between CENTURY THERAPEUTICS, INC., a Delaware corporation (the “Company”) and Gregory Russotti (“Executive,” and together with the Company, the “Parties”).
April 28, 2023 PERSONAL AND CONFIDENTIAL Osvaldo Flores, PhD Re: Separation Agreement Dear Lalo:Personal and Confidential • May 5th, 2023 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This letter serves as written notice pursuant to Section 8 of the Executive Employment Agreement between you and Century Therapeutics, Inc. (the “Company”) dated May 26, 2021 (the “Employment Agreement”), that your employment with the Company will end, effective April 12, 2023 (the “Separation Date”). Pursuant to Section 8(b) of the Employment Agreement, you hereby resign from any and all officer, director and other positions you hold with the Company and its affiliates, effective as of the Separation Date. This letter also proposes a separation agreement, which contains the Release referenced in Section 9(a) of the Employment Agreement.
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • November 9th, 2023 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Second Amendment to License Agreement (the “Second Amendment”) is made and effective as of September 22, 2023 (the “Second Amendment Effective Date”) between Century Therapeutics, Inc. (f/k/a Century Therapeutics, LLC), a Delaware corporation (“Century”) having a principal place of business at 3675 Market Street, Philadelphia, PA 19104 USA, and FUJIFILM Cellular Dynamics Inc., a Wisconsin corporation (“CDI”) having an address at 525 Science Drive, Madison, WI 53711 USA, and amends the License Agreement by and between Century (as assignee of Century Therapeutics, Inc. (“Century Inc.”)) and CDI dated September 18, 2018 (as amended, the “License Agreement”). All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the License Agreement.
AMENDMENT NO. 3 TO MASTER COLLABORATION AGREEMENTMaster Collaboration Agreement • May 28th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 3 TO MASTER COLLABORATION AGREEMENT (this “Amendment No. 3”) is made as of 29th March, 2021 (the “Amendment No. 3 Signing Date”) by and between CENTURY THERAPEUTICS, INC. (f/k/a Century Therapeutics, LLC) having a principal place of business at 3675 Market St., Philadelphia, PA 19104 USA (“Century”) and FUJIFILM Cellular Dynamics, Inc., having a principal place of business at 525 Science Drive, Madison WI 53711, USA (“FCDI”). Century and FCDI are each referred to as a “Party” and collectively referred to as the “Parties.”
Second Amendment to License AgreementLicense Agreement • November 9th, 2023 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Second Amendment to License Agreement (the “Second Amendment”) is made and effective as of September 22, 2023 (the “Second Amendment Effective Date”) between Century Therapeutics, Inc. (f/k/a Century Therapeutics, LLC), a Delaware corporation (“Century”) having a principal place of business at 3675 Market Street, Philadelphia, PA 19104 USA, and FUJIFILM Cellular Dynamics Inc., a Wisconsin corporation (“CDI”) having an address at 525 Science Drive, Madison, WI 53711 USA, and amends the License Agreement by and between Century (as assignee of Century Therapeutics, Inc. (“Century Inc.”)) and CDI dated September 18, 2018 (as amended, the “License Agreement”). All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the License Agreement.
MASTER COLLABORATION AGREEMENTMaster Collaboration Agreement • May 28th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • Wisconsin
THIS MASTER COLLABORATION AGREEMENT (together with its Exhibit(s), this “Agreement”) is made as of October 21, 2019 (the “Signing Date”) by and between CENTURY THERAPEUTICS, LLC, having a principal place of business at 3675 Market St., Philadelphia, PA 19104 USA (“Century”) and FUJIFILM Cellular Dynamics, Inc., having a principal place of business at 525 Science Drive. Madison WI 53711. USA (“FCDI”). Century and FCDI are each referred to as a “Party” and collectively referred to as the “Parties.”
MAD7 Research and Development License Effective January 1, 2019Century Therapeutics, Inc. • May 28th, 2021 • Biological products, (no disgnostic substances)
License Type Non-exclusive, non-transferable license in the Licensed Fields of Use from Inscripta, Inc. for research and development using 1) the MAD7 nuclease (as defined by SEQ ID NO:7 in U.S. Pat. No. 9,982,279); or 2) native and codon optimized nucleic acids encoding a MAD7 nuclease. 1) and 2) collectively are referred to as “MAD7”. This license in the Licensed Fields of Use is irrevocable, subject to licensee not using MAD7 in the Excluded Fields of Use below without reaching further agreement with Inscripta.
ContractJoint Filing Agreement • June 17th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances)
JOINT FILING AGREEMENT AND POWER OF ATTORNEY Each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by or of such party under Section 13 or Section 16 of the Securities Exchange Act of 1934 or any rule or regulation thereunder and any amendment, restatement, supplement, modification or exhibit of or to such filing (and the filing, furnishing and/or incorporation by reference hereof as an exhibit thereto) and that the foregoing agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. Each party hereto hereby constitutes and appoints any authorized signatory of FUJIFILM Cellular Dynamics, Inc., a corporation organized under the laws of Wisconsin, as a true and lawful attorney-in-fact and agent of such party (with full power of substitution and resubstitution and otherwise full power and authority for, in the n
AMENDED AND RESTATED OPTION AGREEMENTOption Agreement • May 28th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Amended and Restated Option Agreement (this “Agreement”) is made and entered into as of February 25, 2021 (the “Effective Date”), by and between Century Therapeutics, Inc., a Delaware corporation (f/k/a Century Therapeutics, LLC, a Delaware limited liability company) (the “Company”) and Bayer HealthCare LLC, a Delaware limited liability company (“Bayer”) (Bayer and the Company, collectively the “Parties” and each individually, a “Party”).
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 28th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances)
This First Amendment to License Agreement (the “First Amendment”) is made and effective as of March 23,2021 (the “First Amendment Effective Date”) between Century Therapeutics, Inc. (f/k/a Century Therapeutics, LLC), a Delaware corporation (“Century”) having a principal place of business at 3675 Market Street, Philadelphia, PA 19104 USA, and FUJIFILM Cellular Dynamics Inc., a Wisconsin corporation (“CDI”) having an address at 525 Science Drive, Madison, WI 53711 USA, and amends the License Agreement entered into between Century Therapeutics, Inc. (“Century Inc.”) and CDI signed as of September 18,2018 (the “License Agreement”). All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the License Agreement.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and the registrant customarily and actually treats as private and confidential. RESEARCH COLLABORATION AND...Collaboration and License Agreement • March 17th, 2022 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Research Collaboration and License Agreement (this “Agreement”), is made and entered into as of January 7, 2022 (the “Effective Date”), by and between Bristol-Myers Squibb Company, a Delaware corporation having a place of business at 430 E. 29th Street, 14th Floor, New York, New York, 10016 (“BMS”), and Century Therapeutics, Inc., a Delaware corporation having a place of business at 3675 Market Street, Philadelphia, PA 19104 (“Century”). BMS and Century are referred to individually as a “Party” and collectively as the “Parties.”
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • May 11th, 2023 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS SEPARATION AGREEMENT AND RELEASE is made by and between HYAM LEVITSKY, M.D. (“Employee”) and CENTURY THERAPEUTICS, INC. (the “Company”) as of the last date signed below.
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 28th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances)
This First Amendment to License Agreement (the “First Amendment”) is made and effective as of March 23, 2021 (the “First Amendment Effective Date”) between Century Therapeutics, Inc. (f/k/a Century Therapeutics, LLC), a Delaware corporation (“Century”) having a principal place of business at 3675 Market Street, Philadelphia, PA 19104 USA, and FUJIFILM Cellular Dynamics Inc., a Wisconsin corporation (“CDI”) having an address at 525 Science Drive, Madison, WI 53711 USA, and amends the License Agreement by and between Century (as assignee of Century Therapeutics, Inc. (“Century Inc.”)) and CDI dated September 18, 2018 (as amended, the “License Agreement”). All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the License Agreement.
