Item 1.01 Entry into a Material Definitive Agreement.
Century Therapeutics, Inc. (the "Company") is party to an exclusive license with
FUJIFILM Cellular Dynamics Inc., ("FCDI"), dated September 18, 2018, as amended,
with respect to certain patents and know-how related to the differentiation of
induced pluripotent stem cells ("iPSCs") into immune-effector cells in the field
of cancer immunotherapeutics (the "Differentiation License") and a non-exclusive
license with FCDI, also dated September 18, 2018, as amended, with respect to
certain patents and know-how related to the reprogramming of human somatic cells
to iPSCs in the field of cancer immunotherapeutics (the "Reprogramming License,"
and together with the Differentiation License, the "FCDI Agreements").
On January 7, 2022, the Company and FCDI entered into a letter agreement (the
"Letter Agreement"), which amends each of the FCDI Agreements such that (i) the
definition of Territory under each of the FCDI Agreements, for purposes of the
sublicenses under the FCDI Agreements pursuant to the Company's Research
Collaboration and License Agreement with Bristol-Myers Squibb Company ("BMS")
dated January 7, 2022 (the "Collaboration Agreement") includes Japan, (ii) the
licenses granted to the Company and its affiliates under the FCDI Agreements are
sublicensable to BMS, including with respect to Japan and (iii) BMS is not
subject to grant-back and option provisions under the Reprogramming License.
Pursuant to the Letter Agreement, and in consideration for amending the FCDI
Agreements, the Company will pay to FCDI (i) an upfront payment of $10 million,
(ii) a percentage of any milestone payments received by the Company under the
Collaboration Agreement in respect of achievement of development or regulatory
milestones specific to Japan, and (iii) a percentage of all royalties received
by the Company under the Collaboration Agreement in respect of sales of products
in Japan.
The foregoing description of the Letter Agreement does not purport to be
complete and is qualified in its entirety by reference to the text of the Letter
Agreement, a copy of which will be filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ending March 31, 2022.
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