Exhibit 10.2
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
SECOND AMENDMENT
to the
Exclusive Licensing Agreement
Effective 2ndday of January, 2019
Between
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
and
SANA BIOTECHNOLOGY, INC.
Effective 1stday of May, 2026, (the “Second Amendment Effective Date”) THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“THE REGENTS”), a California public corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 and acting through its Office of Technology Management & Advancement, University of California San Francisco (“UCSF”), 490 Illinois Street, North Tower, 5th Floor, 500B San Francisco, CA 94158 and Sana Biotechnology, Inc, a Delaware corporation, having a principal place of business at 188 East Blaine Street, Suite 350, Seattle, WA 98102 (“LICENSEE”), agree as follows:
1.
BACKGROUND
1.1.
THE REGENTS and LICENSEE are parties to a License Agreement effective 2ndday of January, 2019, as amended effective 3rdday of December, 2020, with UC [***] ("Original Agreement") for UC Case Nos. [***].
1.2.
LICENSEE had a [***] due to a [***].
1.3.
LICENSEE requested to amend the Original Agreement for the purpose of updating the Due Diligence section, and the Regents agreed to amend the Original Agreement.
2.
AMENDMENTS
2.1.
Section 11.3.4 is deleted and replaced with the following:
11.3.4 [***];
3. Amendment Fee
3.1. THE LICENSEE will pay to THE REGENTS $[***] within [***] days after the Second Amendment Effective Date. This fee is non-refundable, non-cancelable, and is not an advance or otherwise creditable against any royalties or other payments required to be paid under the terms of this Agreement.
All other terms and conditions of the Original Agreement and First Agreement will remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment by their duly authorized officers or representatives as of the dates below:
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
By/s/ David Morris
NameDavid Morris
TitleVice Chancellor
Date04/13/2026
SANA BIOTECHNOLOGY, INC.
By/s/ Brian Piper
NameBrian Piper
TitleCFO
DateApril 10, 2026