Material Agreement Form 8 K

On September 24, 2024, Eterna Therapeutics Inc. (the "Company," "we," "us," or "our"), entered into an Exclusive License and Collaboration Agreement ("the L&C Agreement"), effective as of September 9, 2024, with Factor Bioscience Limited ("Factor"). The L&C Agreement terminated the Exclusive Amended and Restated License Agreement (the "A&R License Agreement") entered into with Factor on November 14, 2023 as well as the exclusive license agreement that Dilos Bio (fka Exacis Biotherapeutics Inc. ("Exacis")) entered into with Factor on November 4, 2020, which the Company acquired pursuant to an asset purchase agreement with Exacis and certain stockholders of Exacis on April 26, 2023 (the "Purchased License").

Under the L&C Agreement, the Company has obtained an exclusive license in the fields of cancer, autoimmune disorders, and rare diseases with respect to certain licensed technology and has the right to develop the licensed technology directly or enter into co-development agreements with partners who can help bring such technology to market. The L&C Agreement also provides for certain services and materials to be provided by Factor to facilitate the development of the licensed technology and to enable the Company to scale up production at third party facilities.

The initial term of the L&C Agreement is one year after the effective date, and it automatically renews yearly thereafter. The Company may terminate the L&C Agreement for any reason upon 90 days' written notice to Factor, and the parties otherwise have customary termination rights, including in connection with certain uncured material breaches and specified bankruptcy events.

Pursuant to the L&C Agreement, the Company will pay Factor $208,333 per month for the first twelve months, $50,000 per month for the first nine months toward patent costs, certain milestone payments, royalty payments on net sales of commercialized products and sublicensing fee payments.

The foregoing description of the L&C Agreement is only a summary and is qualified in its entirety by reference to the full text of the L&C Agreement, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.