Exhibit 10.1
Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential.
AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT
This AMENDED AND RESTATED Exclusive License Agreement (the “Agreement”) is entered into as of April 3, 2023 (the “Effective Date”) replaces in its entirety the Exclusive License Agreement entered into on October 5, 2018 (the “ELA Agreement”) by and between Alaunos Therapeutics (formerly known as ZIOPHARM Oncology, Inc.), a Delaware corporation, with its principal place of business at 8030 El Rio, Houston TX 77054 (“Alaunos”), and Precigen, Inc., a Virginia corporation, with its principal place of business at 20358 Seneca Meadows Parkway, Germantown, MD 20876 (“Precigen”). Alaunos and Precigen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
RECITALS
Whereas, Precigen possesses certain intellectual property related to Licensed Products (as defined below);
Whereas, Alaunos is a biopharmaceutical company focused on development of TCR Products (as defined below);
Whereas, Precigen and Alaunos are parties to certain agreements that, by this Agreement, are being terminated and/or amended;
Whereas, in consideration of entering into this Agreement, the Parties have agreed to amend certain rights, obligations and payment terms; and
Whereas, in connection with the Parties entering into this Agreement, the Parties have agreed to release each other from certain claims that either such Party may have under any prior agreement or arrangement between the Parties.
Now, Therefore, in consideration of the foregoing premises and the mutual promises, covenants and conditions contained in this Agreement, the Parties agree as follows:
DEFINITIONS
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LICENSES AND EXCLUSIVITY
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EXISTING AGREEMENTS
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TECHNOLOGY AND INVENTORY TRANSFER; REGULATORY
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COMPENSATION
Precigen shall not owe any royalties to Alaunos for any products.
INTELLECTUAL PROPERTY MATTERS
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REPRESENTATIONS AND WARRANTIES
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INDEMNIFICATION
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CONFIDENTIALITY
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Notwithstanding the foregoing, if a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.2(e), such Party shall notify the other Party of such required disclosure as far in advance as reasonably practicable (and in no event less than fifteen (15) Business Days prior to the anticipated date of disclosure) to provide the non-disclosing Party opportunity to review and comment upon the disclosure.
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TERM AND TERMINATION
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DISPUTE RESOLUTION
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MISCELLANEOUS
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If to Precigen:
Precigen, Inc.
20374 Seneca Meadows Parkway
Germantown, MD 20876
Attn: Chief Legal Officer
Email: [***]
If to Alaunos:
Alaunos Therapeutics
8030 El Rio
Houston, Texas 77054
Attn: General Counsel
Email: [***]
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{Signature page follows}
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In Witness Whereof, the Parties have executed this Amended and Restated Exclusive License Agreement by their duly authorized officers as of the Effective Date.
Alaunos Therapeutics Precigen, Inc.
By: /s/ Melinda Lackey By: /s/ Donald P. Lehr
Name: Melinda Lackey Name: Donald P. Lehr
Title: Senior Vice President, Legal and Title: Chief Legal Officer
Administrative
Signature Page to Exclusive License Agreement |
List of Exhibits:
Exhibit A: Licensed Patents
Exhibit B: Third Party Licenses
Exhibit A – Licensed Patents
Exhibit B - Third Party Licenses
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