Exhibit 10.1
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
License and Supply Agreement
By and Between
Rani Therapeutics, LLC
and
Celltrion, Inc.
Dated
May 26, 2023
CONFIDENTIAL
License and Supply Agreement
Preamble
This License and Supply Agreement (this “Agreement”), effective as of May 26, 2023 (the “Effective Date”), is by and between Rani Therapeutics, LLC, a California limited liability company having an address at 2051 Ringwood Ave., San Jose, California 95131, USA (“Rani”), and Celltrion, Inc., having an address at 23, Academy-ro, Yeonsu-gu, Incheon, 22014, Republic of Korea (“Celltrion”). Rani and Celltrion are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Recitals
WHEREAS, Celltrion is a biopharmaceutical company that develops, manufactures and commercializes therapeutics, and is developing or has developed a biosimilar of adalimumab;
WHEREAS, Rani is a biopharmaceutical company that develops, manufactures and may in the future commercialize therapeutics using its oral delivery technology;
WHEREAS, Rani desires to develop and commercialize Celltrion’s adalimumab biosimilar using its oral delivery technology, and Celltrion is willing to enable Rani to do so, on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereto agree as follows:
CONFIDENTIAL | Page 1 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 2 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 3 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 4 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 5 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 6 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 7 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 8 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 9 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 10 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 11 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 12 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 13 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 14 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 15 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 16 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 17 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 18 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 19 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 20 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
CONFIDENTIAL | Page 21 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
If to Celltrion:
Celltrion, Inc.
19F, IBS Building, 263, Central-ro
Yeonsu-gu, Incheon 22006
Republic of Korea
Attention: Business alliance team leader
Telephone: [*]
If to Rani:
Rani Therapeutics, LLC
2051 Ringwood Ave.
San Jose, CA 95131
USA
Attention: General Counsel
Telephone: [*]
Any such notice shall be deemed given on the date delivered. A Party may add, delete (so long as at least one person is remaining), or change the person or address to which notices should be sent at any time upon written notice delivered to the other Party in accordance with this Section 14.10 (Notices).
*********
(Signature page follows)
CONFIDENTIAL | Page 22 |
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
IN WITNESS WHEREOF, the Parties have executed this License and Supply Agreement as of the Effective Date.
RANI THERAPEUTICS, LLC |
| CELLTRION, INC. | ||
|
|
|
|
|
|
|
|
|
|
By: | /s/ Talat Imran |
| By: | /s/ Woo Sung Kee |
Name: | Talat Imran |
| Name: | Woo Sung Kee |
Title: | Chief Executive Officer |
| Title: | Chief Executive Officer |
CONFIDENTIAL
Appendix A:
Supply Price Schedule
[*]
CONFIDENTIAL
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].
Appendix B:
FTE Rate Schedule
[*]
CONFIDENTIAL
Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted material is of the type that the Registrant treats as private or confidential. Omitted portions are indicated by [*].