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”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 28th, 2021 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Executive Employment Agreement (the “Agreement”), dated May 26, 2021, is made and entered into by and between CENTURY THERAPEUTICS, INC., a Delaware corporation (the “Company”) and ADRIENNE FARID (“Executive”), and will become effective on the first date that the Company’s common stock is traded on a national stock exchange or national market system (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.
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 • May 28th, 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 • May 28th, 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.
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.”
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.”
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.
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.
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.
CENTURY THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT 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”) the number of restricted stock units set forth below (the “Restricted Stock Units”). The Restricted Stock Units described in this Restricted Stock Unit Grant Notice (the “Grant Notice”) are 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.
