On February 22, 2023 Eterna Therapeutics Inc., a Delaware corporation (the "Company"), reported that it has entered into an exclusive license agreement (the "Exclusive License Agreement") with Factor Bioscience Limited ("Factor"), pursuant to which Factor has granted to the Company an exclusive, sublicensable, worldwide license under certain patents owned by Factor (the "Factor Patents") for the purpose of, among other things, identifying and pursuing certain opportunities to develop products in respect of the Factor Patents and otherwise grant to third parties sublicenses to the Factor Patents (Filing, Factor Bioscience, FEB 22, 2023, View Source [SID1234627551]).

The term of the Exclusive License Agreement expires on November 22, 2027 (the "Expiration Date"), but will be automatically extended for an additional two and a half years (such period, the "Renewal Term") if the Company receives at least $100 million in fees from sublicenses to the Factor Patents ("Sublicense Fees") granted by it pursuant to the Exclusive License Agreement. Pursuant to the Exclusive License Agreement, the Company will pay Factor 20% of any Sublicense Fees received by the Company before the Expiration Date and 30% of any Sublicense Fees received by the Company during the Renewal Term. The Company may terminate the Exclusive License Agreement upon 120 days’ written notice to Factor, and both parties otherwise have additional customary termination rights, including in connection with certain uncured material breaches of the Exclusive License Agreement and specified bankruptcy events.

Dr. Matthew Angel, the Company’s President and Chief Executive Officer, is the co-founder, President, CEO, and a director of Factor Bioscience Inc., which is the parent of Factor.

The foregoing description of the Exclusive License Agreement is only a summary and is qualified in its entirety by reference to the full text of the Exclusive License Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 1.01.

Item 1.02
Termination of a Material Definitive Agreement.

As previously reported, on November 22, 2022, the Company entered into a First Amendment to that certain exclusive license agreement, dated as of April 26, 2021 (as amended, the "Amended Factor License Agreement"), by and among Eterna Therapeutics LLC (f/k/a Brooklyn ImmunoTherapeutics LLC), a wholly owned subsidiary of the Company ("Eterna LLC"), Novellus Therapeutics Limited, a wholly owned subsidiary of the Company, and Factor. Effective on February 20, 2023, the Exclusive License Agreement terminated and superseded the Amended Factor License Agreement. A description of the material terms of the Amended Factor License Agreement is contained in Item 1.01 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 22, 2022, which description is incorporated by reference in this Item 1.02.

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