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SEC Filings

10-Q
BIOTIME INC filed this Form 10-Q on 08/09/2017
Entire Document
 

Exhibit 10.2
 
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

SECOND AMENDED AND RESTATED  LICENSE AGREEMENT

This Second Amended and Restated License Agreement (this “Second Amendment”) is made and entered into as of June 15, 2017 and will become effective as of the Date of the Second Amendment as defined below, as an amendment of the Research and License Agreement signed between the Parties on the Effective Date (the "Original Agreement"), as amended by the Amended and Restated Research and License Agreement signed on October 7, 2010 (the “First Amendment”) and the letter agreement of May 13, 2014 as supplemented by a letter agreement dated August 3, 2016 (the “Letter Agreement” and the Original Agreement, as amended by the First Amendment, the Letter Agreement and this Second Amendment, the "Agreement"), by and between: HADASIT MEDICAL RESEARCH SERVICES AND DEVELOPMENT LTD., a company duly incorporated under the laws of Israel (“Hadasit”) and CELL CURE NEUROSCIENCES LTD., a company duly incorporated under the laws of Israel (the “Company”) (each a “Party” and jointly the “Parties”).

WHEREAS,
in the course of research  conducted at Hadassah Medical Organization (“HMO”), by [ * ] and his other HMO colleagues (collectively the “Researchers”) prior to the execution of the Original Agreement, the Researchers arrived at certain inventions, being the subject of and more fully described in the patents and patent applications listed in Part I of Annex A hereto, and created and/or generated the technology described therein and related Know-How (defined below); and

WHEREAS
additional Licensed Technology (defined below) was developed in the course of the collaboration between the Parties under the Product Development Agreement (defined below); and

WHEREAS,
Hadasit is the commercial arm and a wholly-owned subsidiary of HMO; and

WHEREAS,
Hadasit is the owner of certain rights, title and interest in and to the Licensed Technology; and

WHEREAS,
the Company is engaged in the development and commercialization of cell therapy applications for retinal degenerative diseases; and

WHEREAS,
the Company wishes to receive, and Hadasit is willing to grant to the Company, an exclusive, worldwide, royalty bearing license (with the right to grant sublicenses subject to the terms of Section 2.4 below), to use, commercialize and/or exploit the Licensed Technology or any part thereof, in any manner whatsoever and for any purpose or indication whatsoever in the Field (as defined hereafter), all subject to and in accordance with the terms and conditions of this Agreement,

[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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