SQZ SQZ Biotechnologies Company

Exhibit 2.1

Execution Version

ASSET PURCHASE AGREEMENT

between

STEMCELL TECHNOLOGIES CANADA ACQUISITIONS INC.

and

SQZ BIOTECHNOLOGIES COMPANY

Dated December 21, 2023

SUMMARY OF CONTENTS

TABLE OF CONTENTS

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 21, 2023, is by and between (i) STEMCELL Technologies Canada Acquisitions Inc., a British Columbia corporation (“Purchaser”), and (ii) SQZ Biotechnologies Company, a Delaware corporation (“Seller”). Purchaser and Seller are sometimes collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used herein and not otherwise defined have the meanings given to such terms in Annex A below.

WHEREAS, among other businesses, Seller is engaged in the business of developing cell therapies for patients with cancer and other serious medical conditions; and

WHEREAS, Purchaser and Seller desire to enter into this Agreement, pursuant to which Seller proposes to sell to Purchaser, and Purchaser proposes to purchase from Seller, certain of Seller’s assets and rights used in connection with its business.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, agreements and understandings herein contained, the receipt and sufficiency of which is acknowledged, the Parties agree as follows:

Article 1

Sale and Transfer of Assets; Purchase Price; Closing

Section 1.1 Transferred Assets

Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller will sell, convey, assign, transfer and deliver to Purchaser, and Purchaser will purchase, acquire and accept from Seller, free and clear of any Liens (other than Permitted Liens), all of Seller’s right, title and interest in the assets, properties and rights of Seller (other than any Excluded Asset), including in each case as of the Closing:

Section 1.2 Excluded Assets

Purchaser expressly acknowledges and agrees that the Transferred Assets will not include the Excluded Assets. “Excluded Assets” means each of the following assets as of the Closing:

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Section 1.3 Liabilities

At the Closing, Seller will assign and delegate to Purchaser, and Purchaser will assume and agree to pay, perform or discharge, or cause to be paid, performed or discharged, when due, the Liabilities of Seller arising after the Effective Time (a) out of or in connection with the Transferred Assets, and the use thereof, and (b) all Liabilities and obligations for Taxes in respect of the Transferred Assets, other than (i) Liability to the extent arising out of or relating to a breach by Seller of a Transferred Contract which occurred prior to the Effective Time or (ii) any obligation required by any Transferred Contract to be performed prior to the Effective Time (collectively, the “Assumed Liabilities”). Purchaser shall assume any Liabilities, fees or costs relating to the consent relating to, or arising out of, the transfer, conveyance, assumption, novation or assignment of the Transferred Assets (including, but not limited to, shipping, relocation and storage fees of the Transferred Assets pursuant to the transactions contemplated by this Agreement).

No Liabilities and obligations of Seller or its Affiliates, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), will be assumed by Purchaser. The Excluded Liabilities will remain the sole responsibility of and will be retained, paid, performed and discharged solely by Seller. For the avoidance of doubt, the Excluded Liabilities will expressly include (a) all Liabilities arising before the Effective Time out of the Transferred Assets and the use thereof, (b) all Liabilities for Taxes of Seller and Tax Liabilities arising out of the Transferred Assets in any Pre-Closing Tax Period, (c) all Liabilities related to Seller’s employees, including any Liabilities under any Employee Plan, and (d) all Liabilities related to Seller’s wind down of its HPV Studies.

Section 1.4 Purchase Price Allocation

The Purchase Price (together with any liabilities properly taken into account under the Code) will be allocated among the Transferred Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder, in accordance with the methodology set forth on Schedule 1.4 (the “Allocation Methodology”) prior to Closing. The Parties agree that any Tax Returns (including IRS Form 8594) will be prepared and filed consistently with the agreed upon Allocation Methodology, unless otherwise required by applicable Law.

Article 2

Closing

Section 2.1 The Closing

The closing of the purchase and sale of the Transferred Assets and the transfer and assumption of the Assumed Liabilities and the transactions relating thereto (the “Closing”) will take place remotely, via the exchange of documents and signatures, on the second Business Day after the day on which the conditions precedent set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time) are satisfied or waived in accordance with this Agreement, or at such other place and time or on such other date as Seller and Purchaser may mutually agree in writing. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. The effective time of the Closing is 12:01 a.m., Eastern time, on the Closing Date (the “Effective Time”).

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Section 2.2 Seller Deliveries

At the Closing, Seller shall take the following actions (or cause such actions to be taken):

Section 2.3 Purchaser Deliveries

At the Closing, Purchaser shall take the following actions (or cause such actions to be taken):

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Article 3

Representations and Warranties of Seller

As a material inducement to Purchaser to enter into this Agreement and the Transaction, except as set forth on the disclosure schedules to this Agreement and delivered by Seller to Purchaser (the “Disclosure Schedules”), Seller hereby represents and warrants, as of the date of this Agreement and as of the Effective Time, to Purchaser as follows:

Section 3.1 Organization and Qualification

Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws of the State of Delaware. Seller possesses all requisite company power and authority necessary to own, use and operate the Transferred Assets, to perform all its obligations under the MIT Agreement and to carry on Seller’s Business as now conducted.

Section 3.2 Power and Authority; Enforceability

Seller has all requisite corporate power and authority to enter into and consummate the transactions contemplated by this Agreement and the Transaction Documents to which it is a party. Other than the Shareholder Approval required by Section 5.11, the execution and delivery of the Transaction Documents by Seller to which it is a party and the consummation of the transactions contemplated by the Transaction Documents to which Seller is a party have been duly authorized by all necessary company and other action on the part of Seller. This Agreement has been duly executed and delivered by Seller and each of the other Transaction Documents to which Seller is a party have been duly executed and delivered by Seller, and such Transaction Documents constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except to the extent that (a) their enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Applicable Laws, now or hereafter in effect, affecting the enforcement of creditor’s rights generally, and (b) the availability of equitable remedies is subject to the discretion of the court before which any such proceeding may be brought (the “Enforceability Exceptions”).

Section 3.3 No Conflict

Neither the execution and delivery of this Agreement by Seller or of any Transaction Documents to which it is a party, nor the performance of the provisions hereof and thereof to be performed by Seller, nor consummation by Seller of the transactions contemplated by this Agreement or such Transaction Documents will (a) violate or conflict with Seller’s Organizational Documents; (b) violate or conflict with any Applicable Law or Order that is material and applicable to Seller or the Transferred Assets; (c) following the delivery of the notice and assumption of obligations as part of the Transaction required pursuant to the MIT Agreement, violate or conflict with or result in a breach of any of the terms or conditions of, or constitute a default under, any mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which the Transferred Assets may be bound or affected or (d) result in the imposition or creation of any Lien upon, or with respect to, any of the Transferred Assets. Except as set forth in Section 3.3 of the Disclosure Schedules, no consent, approval, Order or notification, declaration or filing with any Person, including any Government Entity (except for the filing with the SEC of the Proxy Statement and the actions described in Section 5.11 including the satisfaction of any comments of the SEC or its staff regarding the Proxy Statement), is required in connection with the execution, delivery or performance of this Agreement or the Transaction Documents by Seller or the consummation by Seller of the transactions contemplated herein or therein.

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Section 3.4 Financial Statements

Seller has made available to Purchaser: (a) audited consolidated balance sheets of Seller as at December 31, 2022 (the “Balance Sheet Date”), and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the fiscal years ended on such dates, including the notes thereto, together with the report thereon of Seller’s independent public accountants, and (b) an unaudited consolidated balance sheet (the “Interim Balance Sheet”) of Seller and its subsidiaries as at September 30, 2023 (the “Interim Balance Sheet Date”), and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flows for the nine months then ended (collectively, the “Financial Statements”). The Financial Statements: (i) fairly present in all material respects the consolidated financial condition and the results of operations, changes in shareholders’ equity, and cash flows of Seller as at the respective dates of, and for the periods referred to in, the Financial Statements and such financial statements, and (ii) were prepared in accordance with GAAP, subject, in the case of the unaudited Financial Statements, to normal recurring year-end adjustments (none of which are, individually or in the aggregate, expected to be material to Seller, taken as a whole, in nature or amount) and the absence of notes (that, if presented, would not differ materially from those included in the Financial Statements).

Section 3.5 Title to Transferred Assets

Seller owns good and transferable title to all Transferred Assets, free and clear of any Liens, other than Permitted Liens. Such Transferred Assets have been maintained in accordance with normal industry practice, are in an operating condition and repair (subject to normal wear and tear), are in the possession and control of Seller. To the Knowledge of Seller, no Transferred Asset is subject to any pending Proceeding or outstanding Order that restricts the use, transfer or licensing thereof or that may affect the validity, use or enforceability of any of the Transferred Assets or any rights or remedies relating thereto.

Section 3.6 No Undisclosed Liabilities

Except for matters otherwise addressed in this Article 3, Seller has no Liability of a nature required to be disclosed in a balance sheet prepared in accordance with GAAP, except for (i) Liabilities reflected or reserved against in the Interim Balance Sheet, (ii) incurred in the ordinary course of business, or (iii) as would not reasonably be expected to, individually or in the aggregate, be material to Seller’s ownership or use of the Transferred Assets (taken as a whole).

Section 3.7 Taxes

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Section 3.8 Compliance With Applicable Laws; Government Authorizations

Section 3.9 Applicable Health Laws

Except as set out in Section 3.9 of the Disclosure Schedules:

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Section 3.10 Proceedings

There are no Proceedings pending or, to the Knowledge of Seller, threatened against Seller, at law or in equity, with respect to the Transferred Assets or Assumed Liabilities, or that challenge or seek to prevent, delay, impose limitations or conditions on, or otherwise interfere with, this Agreement or any transactions contemplated by this Agreement.

Section 3.11 MIT Agreement

Except as would not reasonably be expected to result in material liability to the Transferred Assets (taken as a whole), the MIT Agreement is in full force and effect and constitutes a legal, valid, binding agreement of Seller, subject to the Enforceability Exceptions. Except as would not reasonably be expected to result in material liability to the Transferred Assets (taken as a whole), Seller has performed in all material respects all obligations required to be performed by it as of the date hereof under the MIT Agreement, and there have not been and are no material defaults by Seller, or, to the Knowledge of Seller, by the counterparties to the MIT Agreement. No event has occurred (or failed to occur) that, with the passing of time or the giving of notice or both, would constitute a material default by Seller, or, to the Knowledge of Seller, by the counterparties to the MIT Agreement. A copy of the MIT Agreement (including all modifications, amendments and supplements thereto and waivers thereunder) has been made available to Purchaser. To the Knowledge of Seller, there are no material disputes pending or threatened under the MIT Agreement.

Section 3.12 Employees and Consultants

Except as set forth on Section 3.12 of the Disclosure Schedules. to the Knowledge of Seller, no employee, independent contractor or consultant of Seller is in material violation of: (i) any term of any employment, independent contractor or consulting agreement between Seller and such employee, independent contractor or consultant or (ii) any term of any other any restrictive covenant relating to the right of any such consultant to render services to Seller or to use Trade Secrets or proprietary information of others. To the Knowledge of Seller, the engagement of any consultant by Seller does not subject it to any Liability to any Third Party. There are no performance improvement or disciplinary actions contemplated or pending against any of the individuals performing work for or on behalf of Seller.

Section 3.13 Intellectual Property

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Section 3.14 Seller’s Brokers or Finders

Except as disclosed in Section 3.14 of the Disclosure Schedules, Seller has not incurred and will not incur any brokerage, finder’s or similar fee in connection with the transactions contemplated by this Agreement.

Section 3.15 No Other Representations and Warranties

Except as expressly set forth in this Article 3:

Article 4

Representations and Warranties of Purchaser

As a material inducement to Seller to enter into this Agreement and consummate the Transaction, Purchaser hereby represents and warrants, as of the date of this Agreement and as of the Effective Time, to Seller as follows:

Section 4.1 Organization

Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the province of British Columbia. Purchaser possesses all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

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Section 4.2 Power and Authority; Enforceability

Purchaser has all requisite corporate power and authority to enter into and consummate the transactions contemplated by this Agreement and the Transaction Documents to which it is a party. The execution and delivery of the Transaction Documents by Purchaser to which it is a party and the consummation of the transactions contemplated by the Transaction Documents to which Purchaser is a party have been duly authorized by all necessary company and other action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser and each of the other Transaction Documents to which Purchaser is a party have been duly executed and delivered by Purchaser, and such Transaction Documents constitute the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, subject to the Enforceability Exceptions.

Section 4.3 No Conflict

Neither the execution and delivery of this Agreement by Purchaser or of any Transaction Documents to which it is a party, nor the performance of the provisions hereof and thereof to be performed by Purchaser, nor consummation by Purchaser of the transactions contemplated by this Agreement or such Transaction Documents will (a) conflict with or violate any provision of Purchaser’s Organizational Documents; or (b) violate or conflict with any Applicable Law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any court, government or governmental agency or instrumentality, domestic or foreign, that is applicable to Purchaser. With respect to Purchaser, no consent, approval, order or authorization of or from, or registration, notification, declaration or filing with any individual or entity, including any Government Entity, is required in connection with the execution, delivery or performance of this Agreement or the Transaction Documents by Purchaser or the consummation by Purchaser of the transactions contemplated herein or therein.

Section 4.4 Certain Proceedings

There are no Proceedings pending or to the Knowledge of Purchaser threatened against Purchaser, at law or in equity that challenge or seek to prevent, delay, impose limitations or conditions on, or otherwise interfere with, this Agreement or any transactions contemplated by this Agreement. To the Knowledge of Purchaser, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Proceeding.

Section 4.5 Purchaser’s Brokers or Finders

Purchaser has not incurred and will not incur any brokerage, finder’s or similar fee in connection with the transactions contemplated by this Agreement.

Section 4.6 Sufficiency of Funds

Purchaser has sufficient immediately available funds to pay the Purchase Price and to perform Purchaser’s other obligations under this Agreement and the Transaction Documents.

Section 4.7 No Other Representations and Warranties

Purchaser acknowledges and agrees that, other than the representations and warranties of Seller specifically contained in Article 3, there are no representations or warranties of Seller or any other person either expressed or implied with respect to the Transferred Assets, the Assumed Liabilities or the transactions contemplated hereby, individually or collectively. Purchaser together with and on behalf of its Affiliates and representatives, specifically disclaims that it or they are relying upon or have relied upon any such other representations or warranties that may have been made by any person, and Purchaser, together with and on behalf of its Affiliates and representatives, acknowledges and agrees that Seller and its Affiliates specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person.

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Section 4.8 Disclaimer

Except as expressly set forth in any representation or warranty in Article 3 and the indemnification obligations in respect thereof, Purchaser acknowledges and agrees that no Person shall have any claim (whether in warranty, contract, tort (including negligence or strict liability) or otherwise) with respect to any representation, warranty or other statement, and no such Person is relying on any representation, warranty or other statement contained in any information, documents or materials made available or otherwise furnished to or for each of Purchaser, its Affiliates or respective representatives by Seller, any of its Affiliates, or any of their respective representatives, including any financial projections or other statements regarding future performance, any management presentation or confidential information memoranda regarding, among other things, the Transferred Assets or Assumed Liabilities provided to Purchaser, its Affiliates or respective representatives and any other information, documents or material, whether oral or written, made available to Purchaser, its Affiliates or representatives in any “data room”, presentation, “break-out” discussions, responses to questions submitted on behalf of Purchaser, its Affiliates or representatives or otherwise furnished to Purchaser, its Affiliates or representatives in any form in expectation of the transactions contemplated hereby.

Article 5

Covenants

Section 5.1 Access and Investigation

During the Pre-Closing Period, and upon reasonable notice from Purchaser, Seller shall use commercially reasonable best efforts to afford Purchaser and its Representatives (collectively, “Purchaser Group”) reasonable access, during regular business hours, to Seller’s employees (as of such date) and to the Transferred Assets. In addition, Purchaser shall have the right to have the Transferred Personal Property inspected by Purchaser Group, at Purchaser’s sole cost and expense in accordance with the practice and policies of any third parties in possession of the Transferred Personal Property.

Section 5.2 Preservation of the Transferred Assets

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Section 5.3 Winding Up

Notwithstanding Section 5.2, Purchaser acknowledges that Seller is in the process of winding up Seller’s business and is not currently operating in the ordinary course, nor will it in the Pre-Closing Period operate in the ordinary course of business. Purchaser further acknowledges and agrees that, during the Pre-Closing Period, without Purchaser’s prior written consent, Seller may take such actions that are reasonably necessary or desirable to (i) resolve outstanding Liabilities of Seller, (ii) terminate or modify any existing arrangement of any employee or consultant of Seller, or (iii) prepare to file a certificate of dissolution, or similar instrument, with the Secretary of State of the State of Delaware. Nothing in Section 5.2 or Section 8.1 shall require Seller to (A) enforce or threaten to enforce, defend, prosecute or monitor for infringement any Seller Intellectual Property; or (B) hire or retain any employee or contractor.

Section 5.4 Notice to Purchaser

During the Pre-Closing Period, Seller shall promptly provide notice to Purchaser of:

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Section 5.5 Transfer Taxes

The Party required pursuant to Applicable Law to pay any stamp, transfer, documentary, sales, use, value added, registration, property, excise and other such Taxes and fees relating thereto (including any penalties, interest and additions to such Taxes) (collectively, “Transfer Taxes”) incurred in connection with this Agreement, all other agreements or instruments contemplated herein and the transactions contemplated hereby shall timely pay such Transfer Taxes in accordance with Applicable Law. Such Party shall timely pay such Transfer Taxes in accordance with Applicable Law and make all filings, returns, reports and forms as may be required to comply with the provisions of all applicable Tax Laws with respect to such Transfer Taxes. Purchaser and Seller agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Government Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Transfer Tax imposed in connection with the transactions contemplated hereby.

Section 5.6 Transfer of Books, Records and Transferred Personal Property

Seller shall take commercially reasonable efforts to deliver, or cause to be delivered, to Purchaser at Closing or as quickly thereafter as is practicable, all Records in the physical possession or control of Seller as of the Effective Time that form a part of the Transferred Assets and Assumed Liabilities and the Transferred Personal Property in the possession of third party contract manufacturers.

Section 5.7 Intellectual Property Prosecution and Licensing

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Section 5.8 Non-Competition, Non-Solicitation, and Non-Disparagement

Section 5.9 Further Assurances

Each Party agrees that at or for a reasonable period subsequent to the Closing, upon the written request of the other Party, it will promptly execute and deliver or cause to be promptly executed and delivered such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the Transaction, provided, however, that nothing herein shall restrict or otherwise prohibit the winding down of Seller’s business following the Closing.

Section 5.10 Acquisition Proposals

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Section 5.11 Proxy Statement; Special Meeting

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Article 6

Closing Conditions

Section 6.1 Conditions to the Obligations of Each Party

The respective obligations of Purchaser and Seller to consummate the transactions contemplated hereby are subject to the satisfaction or waiver by each of Purchaser and Seller of the following conditions:

No temporary restraining order, preliminary or permanent injunction or other Order issued by any Government Entity of competent jurisdiction shall be in effect which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated herein on the terms contemplated herein, and no Applicable Law shall have been enacted or be deemed applicable to the transactions contemplated herein or in any of the Transaction Documents that makes illegal, or restrains, enjoins or otherwise prohibits, the consummation of the transactions contemplated herein or any of the transactions contemplated by the Transaction Documents.

Seller shall have obtained the Shareholder Approval.

Section 6.2 Additional Conditions to Purchaser’s Obligations

The obligation of Purchaser to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part in its sole discretion):

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Section 6.3 Additional Conditions to Seller’s Obligations

The obligation of Seller to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part in its sole discretion):

Section 6.4 Waiver of Closing Conditions

Upon the occurrence of the Closing, any condition set forth in this Article 6 that was not satisfied as of the Closing shall be deemed to have been waived as of and from the Closing.

Article 7

Indemnification

Section 7.1 Survival

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Section 7.2 Indemnification, Payment, and Reimbursement by Seller

Subject to the limitations set forth in this Article 7 and Section 10.1, Seller shall indemnify and hold harmless Purchaser and its Representatives (individually an “Purchaser Indemnified Person” and collectively, “Purchaser Indemnified Persons” and Purchaser Indemnified Persons and Seller Indemnified Persons are, when in such capacity, sometimes each referred to herein as, “Indemnified Persons”) from, and shall pay to Purchaser Indemnified Persons the amount of, or reimburse Purchaser Indemnified Persons for, any Loss that Purchaser Indemnified Persons or any of them may suffer, sustain, or become subject to, as a result of, in connection with, or relating to:

Section 7.3 Indemnification, Payment, and Reimbursement by Purchaser

Subject to the limitations set forth in this Article 7, Purchaser shall indemnify and hold harmless Seller and its Representatives(individually an “Seller Indemnified Person” and collectively, “Seller Indemnified Persons”) from, and shall pay to Seller Indemnified Persons the amount of, or reimburse Seller Indemnified Persons for, any Loss that Seller Indemnified Persons or any of them may suffer, sustain, or become subject to, as a result of, in connection with, or relating to:

Section 7.4 Materiality

Notwithstanding anything in this Agreement to the contrary, for purposes of the determination of the existence of, and amount of any Loss in connection with, a claim under this Article 7, all references in this Agreement and the Disclosure Schedules to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the parties hereto that for purposes of determining liability under this Section 7.4, such warranties of Seller shall be read as if such terms and phrases were not included therein; provided, however, that it is understood that all such qualifications and limitations shall be given effect with respect to when items must be listed or disclosed in the Disclosure Schedules.

Section 7.5 Time Limitations

If the Closing occurs, the Indemnifying Person shall have liability under Section 7.2.1 or Section 7.3.1 only if any Indemnified Person notifies the Indemnifying Person of a claim following the Closing, specifying the factual basis of the claim in reasonable detail to the extent known by the Indemnified Person on or before the end of the Survival Period.

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Section 7.6 Certain Limitations on Amount

Section 7.7 Third-Party Claims

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Section 7.8 Other Claims

Following the Closing, an Indemnified Person wishing to assert a claim for indemnification under this Article 7 that does not involve a Third-Party Claim shall deliver a written notice (a “Claim Notice”), promptly upon becoming aware of such claim, to the Indemnifying Person, which shall (i) state in reasonable detail the circumstances giving rise to the Losses and the basis for such claim under this Agreement, (ii) specify the estimated amount of the Losses, if known, and (iii) make a request for any payment then believed due. The failure or delay of an Indemnified Person to provide a Claim Notice in accordance with this Section 7.8 shall not relieve the Indemnifying Person of its obligations to provide indemnification hereunder except (A) to the extent that the Indemnifying Person is prejudiced thereby or (B) if the Indemnified Person fails to notify the Indemnifying Person of such claim in accordance with this Section 7.8 prior to the expiration of the Survival Period. The Indemnifying Person may, within forty-five (45) days after receipt by such Indemnifying Person of a Claim Notice, dispute such claim by delivering to the Indemnified Person a written response thereof.

Section 7.9 Tax Effect of Indemnification Payments

All amounts received by Purchaser as indemnification pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the aggregate Purchase Price, unless otherwise required by Applicable Law.

Section 7.10 Indemnification Claims

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Section 7.11 Resolution of Conflicts

If no agreement can be reached after good faith negotiation between the parties pursuant to Section 7.10.3, either Purchaser or Seller may initiate legal action to resolve such dispute. The resulting decision as to the validity and amount of any claim in such Claim Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in this Article 7, the Parties shall be entitled to act in accordance with such decision.

Section 7.12 Exclusive Remedy

After the Closing, the sole and exclusive remedy for any and all claims, Losses or other matters arising under, out of, or related to this Agreement or the transactions contemplated hereby, other than fraud, shall be the rights of indemnification set forth in this Article 7 only, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort, strict liability, equitable remedy or otherwise, it being agreed that all of such other remedies, entitlements and recourse are expressly waived and released by the Parties to the fullest extent permitted by Applicable Law. This Section 7.12 will not operate to interfere with or impede the operation of the covenants contained in this Agreement that by their nature are required to be performed after the Closing, with respect to a party’s right to seek equitable remedies (including specific performance or injunctive relief).

Article 8

Additional Covenants

Section 8.1 Cooperation and Proceedings; Access to Records

Subject in each case to Section 5.3:

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Section 8.2 Tax Matters

Article 9

Miscellaneous

Section 9.1 Fees and Expenses

Each Party shall be responsible for all costs and expenses incurred by it and its Affiliates in connection with the negotiation, preparation and entry into this Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

Section 9.2 Remedies

Except as expressly provided in this Agreement, any Person having any rights under any provision of this Agreement will be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of or failure to perform or observe any provision of this Agreement and to exercise all other rights granted by Applicable Law. Except as expressly provided in this Agreement, all such rights and remedies will be cumulative and non-exclusive and may be exercised singularly or concurrently. The Parties acknowledge that any breach of or failure to perform or observe this Agreement may cause substantial irreparable harm to the other Party. Therefore, this Agreement may be enforced in equity without posting any bond or other undertaking by specific performance, temporary restraining order and/or injunction. The rights to such equitable remedies will be in addition to all other rights or remedies that a Party may have under this Agreement or under Applicable Law.

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Section 9.3 Waiver and Amendment

This Agreement may be amended, modified or supplemented only by a mutual written agreement executed and delivered by Seller and Purchaser. Except as otherwise provided in this Agreement, any failure of any Party to comply with any obligation, covenant, agreement or condition herein may be waived by the Party entitled to the benefits thereof only by a written instrument signed by the Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Section 9.4 Successors and Assigns

Neither this Agreement nor any rights, benefits or obligations set forth herein may be assigned by any Party hereto without the prior written consent of Purchaser and Seller and any attempted assignment without such prior written consent shall be void. Subject to the preceding sentence, this Agreement and all the provisions hereof shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

Section 9.5 Severability

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance is held to be prohibited by, illegal or unenforceable under Applicable Law or rule in any respect by a court of competent jurisdiction, such provision will be ineffective only to the extent of such prohibition, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement. If any provision of this Agreement or the application of any such provision to any Person or circumstance is held to be prohibited by, illegal or unenforceable under Applicable Law or rule in any respect by a court of competent jurisdiction, the Parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 9.6 Headings; Counterparts

The headings contained in this Agreement are inserted for convenience only and shall not be considered in interpreting or construing any of the provisions contained in this Agreement. This Agreement may be executed in counterparts (including by means of facsimile or other electronic transmission, including .pdf, DocuSign or similar format), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together will constitute one and the same agreement.

Section 9.7 Entire Agreement

This Agreement (including the Disclosure Schedules and the exhibits, schedules and annexes hereto and thereto) and the agreements and documents referred to herein, including the Transaction Documents, contain the entire agreement and understanding among the Parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral, relating to such subject matter in any way.

Section 9.8 Governing Law; Forum; Waiver of Jury

All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement, the Transaction Documents, and the Disclosure Schedules and Exhibits, hereto and thereto, including the construction, interpretation and other matters arising out of or in connection herewith or therewith, and whether arising in contract, tort, equity or otherwise, will be governed by, and construed in accordance with, the Laws of the State of Delaware without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the

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application of the Applicable Laws of any jurisdiction other than the State of Delaware. Any judicial proceeding brought with respect to this Agreement or the Transaction Documents must be brought in any court of competent jurisdiction in the State of Delaware, and, by execution and delivery of this Agreement, each Party (a) accepts, generally, irrevocably and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, and (b) irrevocably and unconditionally waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such court is an inconvenient forum. Nothing in this Section 9.8, however, shall affect the right of any Party to serve legal process in any other manner permitted by law or at equity. Each Party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. TO THE EXTENT PERMITTED BY APPLICABLE LAW THEN IN EFFECT, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTION DOCUMENTS OR THE ACTIONS OF ANY OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF AND THEREOF.

Section 9.9 Confidentiality

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Section 9.10 Public Announcements

So long as this Agreement is in effect, no Party, nor any of its Affiliates or any of its or its Affiliates’ respective Representatives shall issue or cause the publication of any press release or other public announcement relating to this Agreement, any Transaction Document or the Transaction (whether before or after the Closing) or make publicly available this Agreement or any Transaction Document (whether before or after the Closing) without the prior written consent of Purchaser (which shall not be unreasonably withheld, delayed or conditioned), except as required by Applicable Law or by applicable rules of the SEC or any stock exchange on which Seller lists or trades securities (in which case the disclosing Person shall, to the extent practicable and permissible under such Applicable Law or applicable rules of the SEC or such stock exchange, (i) advise Purchaser in writing before making such disclosure, (ii) allow Purchaser reasonable time to review and comment, and (iii) consider in good faith Purchaser’s comments); provided, however, that each Party and their respective Affiliates may make statements that substantially reiterate (and are not inconsistent with) previous press releases, public disclosures or public statements made by either Party or its Affiliates in compliance with this Section 9.10; provided, further, that Seller’s obligations regarding any communications regarding an Acquisition Proposal or Change of Recommendation shall be governed by Section 5.10 and not this Section 9.10.

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Section 9.11 Construction

The Parties hereto have participated jointly in the negotiation and drafting of this Agreement, and each Party has received advice from its own attorney. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, as amended from time to time, unless the context requires otherwise.

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Section 9.12 Notices

All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when sent my email if during normal working hours at the recipient’s local time on a Business Day and, if sent outside of these times, at the start of business in the recipient’s local time on the next Business Day (provided, that the sending party does not receive an automatically generated message from the recipient’s email server that such email could not be delivered to such recipient), or (c) on the next Business Day on which the same has been delivered prepaid to a reputable national overnight air courier service. Notices, demands and communications, in each case to the respective Parties, shall be sent to the applicable address set forth below, unless another address has been previously specified in writing:

To Seller:

SQZ Biotechnologies Company

PO Box 5515

Wayland, MA 01778

Attention: Howard Bernstein

Email: howard.bernstein@sqzbiotech.com

with a copy (which shall not constitute notice) to:

Latham & Watkins, LLP

200 Clarendon Street

Boston, MA 02116

Attention: Peter N. Handrinos; Zachary Judd

Email: peter.handrinos@lw.com; zachary.judd@lw.com

If to Purchaser, to:

STEMCELL Technologies Canada Acquisitions Inc.

1618 Station Street

Vancouver, BC V6A 1B6

Canada

Attention: Luba Metlitskaia, Senior Vice President, Business Development and Licensing; and Sean Marshman, CFO

Email: luba.metlitskaia@stemcell.com; sean.marshman@stemcell.com

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with a copy (which shall not constitute notice) to:

Farris LLP

25^th Floor – 700 W. Georgia St.

Vancouver, British Columbia V7Y 1B3

Attention: James P. Hatton, K.C.

Email: jhatton@farris.com

Article 10

Termination

Section 10.1 Termination of Obligations

Notwithstanding anything else in this Agreement to the contrary, the indemnification obligations set forth in Section 7.2 with respect to the representations, warranties, covenants and agreements of Seller contained in this Agreement shall, except in the case of fraud, terminate immediately upon Seller’s filing of a certificate of dissolution, or similar instrument, with the Secretary of State of the State of Delaware; provided, that, Seller will not file a certificate of dissolution or similar instrument with the Secretary of State of the State of Delaware or take any other equivalent action to dissolve its existence until the earlier of: (i) immediately following the Effective Time and (ii) the Outside Date. For clarity, nothing in the foregoing shall limit Seller’s right to prepare for a vote on the anticipated dissolution of Seller at the Shareholder Meeting. For the avoidance of doubt, nothing herein shall restrict or otherwise prohibit the winding down or dissolution of Seller’s business following the Closing Date.

Section 10.2 Termination by Mutual Consent

This Agreement may be terminated at any time prior to the Closing Date by mutual written consent of Seller and Purchaser.

Section 10.3 Termination by Either Purchaser or Seller

This Agreement may be terminated at any time prior to the Closing Date by either Seller or Purchaser if:

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Section 10.4 Termination by Purchaser

This Agreement may be terminated at any time prior to the Closing Date by written notice of Purchaser to Seller if:

Section 10.5 Termination by Seller

This Agreement may be terminated at any time prior to the Closing Date by written notice of Seller to Purchaser if:

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Section 10.6 Procedure and Effect of Termination

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Parties hereto have executed this Asset Purchase Agreement on the date first written above.

Signature Page to Asset Purchase Agreement

Annex A

Definitions

For the purposes hereof, the following terms have the meanings set forth below:

“Acquisition Proposal” means any inquiry, offer or proposal, or any indication of interest in making an offer or proposal made by a Person or group, relating to (i) a single transaction or series of related transactions, which is or are structured to permit such Person or group to acquire beneficial ownership of 20% or more of the Transferred Assets, (ii) a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, exchange offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving Seller, (iii) any acquisition, in a single transaction or series of related transactions, of beneficial ownership of 20% or more of the total voting power or of any class of equity securities of Seller, or 20% or more of the consolidated total assets of Seller, in each case other than the transactions contemplated by this Agreement or (iv) any tender offer or exchange offer in which any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) offers to acquire beneficial ownership, or the right to acquire beneficial ownership, of 20% or more of the outstanding equity securities of Seller; provided, however, that in no event shall any inquiry, offer or proposal, indication of interest or other action described in this definition constitute an Acquisition Proposal to the extent it (x) relates primarily or exclusively to a sale or other disposition or acquisition solely of any of the Excluded Assets, (y) results in holders of Common Stock immediately prior to the transaction having the same proportionate ownership of securities after the transaction, including any reorganization, recapitalization, spin-off, merger or scheme of arrangement, or (z) specifically contemplates the transactions contemplated by this Agreement.

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, Contract or otherwise.

“Agreement” shall have the meaning set forth in the Preamble hereto.

“Allocation Methodology” shall have the meaning set forth in Section 1.4.

“Alternative Acquisition Agreement” shall have the meaning set forth in Section 5.10.4.1.2.

“Applicable Health Law” means any Applicable Law pertaining to the safety, efficacy and quality of medical, biotechnology, diagnostic and similar products by regulating the research, development, manufacturing and distribution of these products, including Applicable Law relating to good laboratory practices, good clinical practices, investigational use, product marketing authorization, manufacturing facilities compliance and approval, good manufacturing practices, labeling, advertising, promotional practices, safety surveillance, record keeping and filing of required reports, including the Federal Food, Drug, and Cosmetic Act (United States), including the rules and regulations promulgated thereunder.

“Applicable Law” means any applicable United States or foreign statute, law, ordinance, regulation, rule, code, Order, guideline or requirement issued, enacted, adopted, promulgated, implemented, or otherwise put into effect by or under the authority of any Government Entity, including any Government Authorization.

“Assumed Liabilities” shall have the meaning set forth in Section 1.3.1.

“Balance Sheet Date” shall have the meaning set forth in Section 3.4.

“Bill of Sale” shall have the meaning set forth in Section 2.2.1.

“Business Day” means any day other than a Saturday, a Sunday or other day on which banks are required or authorized by Applicable Law to be closed in Boston, Massachusetts.

“Cap” shall have the meaning set out in Section 7.6.2.

“Change of Recommendation” shall have the meaning set forth in Section 5.10.4.2.

“Claim Certificate” shall have the meaning set out in Section 7.10.1.

“Claim Notice” shall have the meaning set out in Section 7.8.

“Clinical Study” means a research study in which one or more human subjects are prospectively assigned to one or more interventions (which may include placebo or other control) to evaluate the effects of the interventions on biomedical or behavioral health-related outcomes, and that, as required under Applicable Laws, has been authorized by a Government Entity and, if applicable, approved by an institutional review board or independent ethics committee. Clinical Studies includes Phase 1 Clinical Studies, Phase 2 Clinical Studies, Phase 3 Clinical Studies and Registrational Clinical Studies.

“Closing” shall have the meaning set forth in Section 2.1.

“Closing Date” shall have the meaning set forth in Section 2.1.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Common Stock” means Seller’s common stock, par value $0.001 per share.

“Competing Business” means mechanically opening cells for the intracellular delivery of cargo.

“Contracts” means all contracts, agreements, leases, instruments and other legally binding documents, whether written or oral, including all amendments thereto, to which a Person is a party or by which it or any Transferred Asset is or are bound.

“Contributor” shall have the meaning set forth in Section 3.13.7.

“Contributor Intellectual Property Assignment Agreement” shall have the meaning set forth in Section 3.13.7.

“Copyrights” means all copyrights, copyrightable works and mask works (including all applications and registrations for each of the foregoing and including all unregistered copyrights), and all other rights corresponding thereto throughout the world, including economic rights in copyrights.

“COVID-19” means the novel coronavirus, SARS-CoV-2 or COVID-19 (and all related strains, sequences and variants), including any intensification, resurgence or any evolutions, variants or mutations thereof, and/or related, associated or other epidemics, pandemics, disease outbreaks or public health emergencies.

“Deductible” shall have the meaning set out in Section 7.6.1.

“DGCL” shall have the meaning set forth in Section 5.11.2.

“Disclosure Schedules” shall have the meaning set forth in Article 3.

“Effective Time” shall have the meaning set forth in Section 2.1.

“Employee Plans” means, collectively, any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related options or awards, pension, retirement benefits, provident fund benefits, profit-sharing, savings, disability benefits, medical insurance, dental insurance, health insurance, life insurance, death benefit, other insurance, welfare benefits, fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including, but not limited to, each “employee benefit plan”, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 (United States) or similar provisions of Applicable Law, which is or has been maintained, contributed to, or required to be contributed to, by Seller for the benefit of any current or former employee, director, advisor, contractor or consultant, or for which Seller has any Liability.

“End Date” shall have the meaning set forth in Section 5.10.2.

“Enforceability Exceptions” shall have the meaning set forth in Section 3.2.

“Exchange Act” means the Securities Exchange Act of 1934 (United States), as amended.

“Excluded Assets” shall have the meaning set forth in Section 1.2.

“Excluded Liabilities” shall have the meaning set forth in Section 1.3.2.

“FDA” means US Food and Drug Administration and any foreign equivalent.

“FDCA” shall mean the US Food, Drug and Cosmetics Act.

“Financial Statements” shall have the meaning set forth in Section 3.4.

“GAAP” means the generally accepted accounting principles in the United States as in effect from time to time.

“Government Authorization” means any (a) consent, license, registration, permit authorizations and/or approvals issued, granted, given, or otherwise made available by or under the authority of any Government Entity (including premarket approval applications, premarket notifications, investigational new drug exemptions, investigational device exemptions, manufacturing approvals or authorizations, CE marks, pricing and reimbursement approvals, labeling approvals or their foreign equivalent) that are held by Seller for the testing, manufacture, distribution, marketing, storage, transportation, use and sale of any Seller Product; or (b) right under any Contract with any Government Entity. “Government Authorization(s)” includes the INDs.

“Government Entity” means individually, and “Government Entities” means collectively: (a) government of any country or any subdivision of other government of any country, including any federal, state, local, municipal, foreign, or multinational governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal, or other entity exercising governmental powers); (b) any body entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or tax authority or power, whether local, national, or international. “Government Entity” includes the FDA and any foreign equivalents.

“HPV Studies” means the Clinical Studies for SQZ-PMBC-HPV, SQZ-eAPC-HPV and SQZ-AAC-HPV.

“IND” means an Investigational New Drug application as defined in the FDCA and applicable regulations promulgated by the FDA, or the equivalent application to the equivalent agency in any other country or group of countries.

“Indemnified Person” and “Indemnified Persons” shall have the meaning set out in Section 7.2.

“Indemnifying Person” shall have the meaning set out in Section 7.7.1.

“Intellectual Property” means any and all of the following in any country: (a)(i) Patents, (ii) Trademarks, (iii) Net Names, (iv) Copyrights, (v) Trade Secrets, (vi) Government Authorizations and all applications for and correspondence in respect of same, (vii) customer lists, (viii) records in any detail or form (ix) Software, and (x) other intellectual property rights, including design rights (whether or not appropriate steps have been taken to protect such rights under Applicable Law) and (xi) claims and causes of action with respect to such Intellectual Property, whether accruing before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal or equitable relief for past, present, or future infringement, misappropriation, or other violation thereof; and (b) the right (whether under Applicable Law, by contract or otherwise) to use, practice or otherwise exploit any of the foregoing arising from any of the rights referred to in any of paragraphs (a)(i) to (a)(xi).

“Interim Balance Sheet” shall have the meaning set forth in Section 3.4.

“Interim Balance Sheet Date” shall have the meaning set forth in Section 3.4.

“Intervening Event” shall have the meaning set forth in Section 5.10.4.3.1.

“IP Assignments” shall have the meaning set forth in Section 2.2.2.

“Knowledge” means (a) the actual knowledge of such Person, and (b) the knowledge that should have been acquired by such Person after reasonable inquiry. “Knowledge” as it applies to Seller means the Knowledge, at the time of execution of this Agreement, of Howard Bernstein and Lawrence Knopf.

“Laboratory Study” means any in vivo or in vitro experiment in which a “test article”, as such term is defined under the Federal Food, Drug, and Cosmetic Act (United States) and its implementing regulations promulgated by FDA, is studied prospectively in test systems under laboratory conditions to determine its safety or any experiment involving the prospective study of a “test article” in any animal. The term does not include studies utilizing human subjects or Clinical Studies. The term does not include basic exploratory studies carried out to determine whether a test article has any potential utility or to determine physical or chemical characteristics of a test article.

“Liability” or “Liabilities” means any liability, Tax, penalty, assessment, fine, claim, fee, commitment, debt, claim, demand, cost, expense or obligation (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and due or to become due).

“Lien” means any lien, pledge, hypothecation, charge, mortgage, security interest, lien, encumbrance, claim, condition, infringement, interference, option, right of first refusal, right of first negotiation, or any other lien, encumbrance or restriction of any nature, including a restriction on the exercise of any attribute of ownership except for any restrictions arising under applicable securities laws.

“Loss” (individually) or “Losses” (collectively) means all damages, losses, costs, Taxes, penalties, fines, fees, judgments, assessments and expenses incurred by an Indemnified Person.

“Material Adverse Effect” means any change, event, violation, inaccuracy, circumstance or effect (each, an “Effect” and, collectively, “Effects”) that has, or could reasonably be expected to have, a material adverse effect on the financial condition or results of operations or the value of the Transferred Assets, taken as a whole; provided, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect: (a) Effects arising from or relating to general business or economic conditions, whether or not affecting the industries in which the Transferred Assets relate; (b) Effects arising from or relating to national or international political or social conditions, including the engagement by the United States or any other country in hostilities, or the escalation thereof, and the occurrence of any military or terrorist attack (including any cyberattack or cyberterrorism) on the United States or any other country or jurisdiction; (c) Effects arising from or relating to any changes in financial, banking, securities, or commodities markets, including any disruptions thereof and any changes in any prices therein; (d) changes in, or changes in interpretations of, GAAP or other applicable accounting rules, regulations, or pronouncements, and any Effects to the extent arising therefrom or related thereto; (e) changes in, or changes in interpretations of, Applicable Law after the date hereof; (f) the announcement or pendency of the transactions contemplated herein, and any Effects arising therefrom or related thereto; (g) any action taken or omitted to be taken in compliance with this Agreement by any Person, and any Effects arising therefrom; (h) Effects arising from or relating to any violation or breach by Purchaser of any representation or warranty of Purchaser contained in this Agreement; and (i) Effects arising from or relating to the ongoing winding up of Seller’s business to the extent not a breach of Seller’s obligations under this Agreement, except to the extent, in the case of the foregoing clauses (a) through (d), such Effects referred to therein have a disproportionate impact on Seller’s business, taken as a whole, relative to the industry in which Seller’s business competes; provided, that the Effects set forth in the foregoing clauses (a) through (i) shall only be taken into account in determining whether there has been a Material Adverse Effect solely to the extent that such Effects arise from or relate to the subject matter of such clauses, as applicable.

“Microfluidic Chip” shall mean all microfluidic chips proprietary to SQZ and is configured and dimensioned to be used in connection with the SQZ Platform and which has channels capable of constricting cells to enable a cargo to be delivered into the cells. “Microfluidic Chip” includes all research chips, and all generations of high throughput chips.

“MIT” shall have the meaning set forth in Section 1.1.2.

“MIT Agreement” shall have the meaning set forth in Section 1.1.2.

“MIT Assignment and Assumption Agreement” shall have the meaning set forth in Section 2.2.5.

“Net Names” means rights in internet websites, domain names, uniform resource locators (URLs) and other names and locators associated with the Internet, including all applications and registrations thereof and rights in social media accounts, names, tags and keywords.

“Non-Clinical Study” or “Non-Clinical Studies” means a study or studies other than a Laboratory Study intended to generate data required to be carried out in order to support the grant of a Government Authorization to commence a Clinical Study, including toxicology, pharmacokinetics, drug metabolism and pharmacology studies.

“Order” means any order, injunction, judgment, decree, ruling, injunction, award or writ of any Government Entity.

“Ordinary Course of Business” means, with respect to any Person, the conduct of such Person’s business that is consistent in all material respects with the past practices of such Person prior to the date of this Agreement and taken in the ordinary course of normal, day-to-day operations of such Person.

“Organizational Documents” means the articles or certificate of incorporation or organization, bylaws, limited liability company agreement, partnership agreement or other governing documents of an entity.

“Outside Date” shall have the meaning set forth in Section 10.3.1.

“Parties” shall have the meaning set forth in the Preamble hereto.

“Patents” means all issued patents (including utility and design patents) and pending patent applications (including invention disclosures, records of invention, certificates of invention and applications for certificates of inventions and priority rights) filed with any Registration Office, including all non-provisional and provisional patent applications, substitutions, continuations, continuations-in-part, divisions, renewals, revivals, reissues, re-examinations and extensions thereof.

“Permitted Liens” means (a) Liens for Taxes, assessments and other governmental charges or levies in each case that are not yet due and payable or that are being contested in good faith and by appropriate Proceedings and for which the adequate reserves have been established to the extent required in accordance with GAAP, (b) Liens of carriers, warehousemen, mechanics, and materialmen and other like Liens arising in the Ordinary Course of Business (provided lien statements have not been filed or such Liens otherwise perfected, and which are not, individually or in the aggregate, material to the Transferred Assets), (c) statutory Liens in favor of lessors arising in connection with any property leased to Seller, (d) Liens disclosed in the Financial Statements, (e) pledges or deposits to secure obligations under workers’ compensation or other similar Applicable Laws or to secure public or statutory obligations, (f) pledges and deposits to secure the performance of bids, trade Contracts, leases, surety and appeal bonds, performance bonds, and other similar obligations, (g) non-exclusive licenses of Intellectual Property in the ordinary course, (h) all zoning, entitlement, building, subdivision and other land use regulations by any Government Entity which are not violated in any material respect by the current operation of Seller’s business, (i) Liens which are to be released in connection with the transactions contemplated by this Agreement and the Transaction Documents (but only to the extent such Liens are actually released at Closing), (j) contractual and statutory landlord’s liens not created by Seller that affect the underlying fee interest of any real property in which Seller has rights but does not own, (k) Liens arising under conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and (l) defects, irregularities or imperfections of title and other Liens which, individually or in the aggregate, do not materially impair the continued use of the asset or property to which they relate.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or Government Entity.

“Pre-Closing Period” means the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Article 10 or the Closing.

“Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on (and including) the Closing Date.

“Proceeding” means any action, arbitration, claim, mediation, audit, hearing, investigation, litigation, or suit (in each case, whether civil, criminal, administrative, judicial, or investigative) commenced, brought, conducted, or heard by or before any Government Entity or arbitrator.

“Proxy Statement” shall have the meaning set forth in Section 5.11.1.

“Purchase Price” means USD $11,800,000.

“Purchaser” shall have the meaning set forth in the Preamble hereto.

“Purchaser Group” shall have the meaning set forth in Section 5.1.

“Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium.

“Registered Intellectual Property” means all Intellectual Property for which registrations have been obtained or applications for registration have been filed with a Registration Office.

“Registration Office” means, collectively, the United States Patent and Trademark Office and equivalent foreign patent, trademark, copyright offices or other Government Entity.

“Representative” means, with respect to a particular Person, includes any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, or legal counsel of such Person.

“SEC” means the United States Securities and Exchange Commission.

“Seller” shall have the meaning set forth in the Preamble hereto.

“Seller Board” means the board of directors of Seller.

“Seller Board Recommendation” shall have the meaning set forth in Section 5.11.1.

“Seller Business” means the operation of the business of Seller as currently conducted.

“Seller Fundamental Representations” means the representations and warranties of Seller set forth in Section 3.1, Section 3.2, Section 3.3(a) and (b), the first sentence of Section 3.5 and Section 3.14 of this Agreement.

“Seller Intellectual Property” means the Seller Owned Intellectual Property and the Seller Licensed Intellectual Property.

“Seller Licensed Intellectual Property” means Intellectual Property that is licensed to Seller under the MIT Agreement, and includes any Intellectual Property rights in the Seller Technology licensed to Seller under the MIT Agreement.

“Seller Owned Intellectual Property” means (i) Intellectual Property solely owned by Seller or that is purported by Seller to be solely owned by Seller and (ii) Intellectual Property in which Seller has any joint ownership interest or in which Seller purports to have any joint ownership interest; in each case, including any Intellectual Property rights in the Seller Technology owned by Seller.

“Seller Product(s)” means the SQZ Platform including the Microfluidic Chips, the SQZ Therapeutic Product(s) and all other product(s) under development, manufactured, made available, marketed, distributed, supported, sold, leased, imported for resale or licensed out by or on behalf of Seller.

“Seller Registered Intellectual Property” means any Patents and Trademarks that are Registered Intellectual Property and included in the Seller Owned Intellectual Property.

“Seller Service(s)” means each service offered or provided by Seller on or before the Closing Date.

“Seller Technology” means all Technology owned by or licensed to Seller or purported to be owned by or licensed to Seller that is, as of the date hereof, used by or on behalf of Seller in the manufacture and sale of Seller Products and the performance of Seller Services, including (i) the items set out in Section 1.1.3 and (ii) compositions of Seller Products and designs or part information of the SQZ Platform.

“Shareholder Approval” means the authorization of the transactions contemplated by this Agreement at the Shareholder Meeting by the affirmative vote of the holders of at least two-thirds of the voting power of the issued and outstanding Common Stock voting as a single class in accordance with the provisions of Seller’s Organizational Documents as in effect on the record date for such vote.

“Shareholder Meeting” shall have the meaning set forth in Section 5.11.2.

“Software” means computer programs, operating systems, applications, firmware and other code, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof primarily related to the SQZ Platform.

“Straddle Period” means any tax period beginning before or on, and ending after, the Closing Date.

“Subsidiary” means, with respect to any Person, any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than equity securities or other interests having such power only upon the happening of a contingency that has not occurred) are held by the owner or one or more of its Subsidiaries; when used without reference to a particular Person, “Subsidiary” means a Subsidiary of Seller.

“SQZ Clinical Product(s)” means SQZ-PMBC-HPV 101, SQZ-eAPC-HPV and SQZ-AAC-HPV.

“SQZ Platform” shall mean all tangible equipment, technology and reagents that are necessary or useful for the delivery of any cargo into cells in conjunction with the Microfluidic Chip, including the Microfluidic Chips. “SQZ Platform” includes all versions and variations of the SQZ Platform, including the SQZ Platform for cGMP use, the Single Use Disposable Cell Squeeze Kit, and each element or component of the SQZ Platform, including disposables, kits, reagents, bags, reservoirs, filters, connections, housings for holding Microfluidic Chips and cartridges for holding Microfluidic Chips in parallel.

“SQZ Therapeutic Product(s)” means any product or product candidate developed or made using the SQZ Platform.

“Superior Proposal” means any bona fide written Acquisition Proposal that the Seller Board determines in its good faith judgment after consultation with outside legal counsel and Seller’s financial advisor (a) would, if consummated, result in a transaction more favorable to Seller from a financial point of view than the transactions contemplated by this Agreement (after taking into account any revisions to the terms of this Agreement contemplated by Section 5.10.4), and (b) would, if accepted, be reasonably likely to be consummated in accordance with its terms, taking into account such factors as the Seller Board considers in good faith to be appropriate; provided, however, that for purposes of this definition of “Superior Proposal,” the term “Acquisition Proposal” shall have the meaning assigned to such term herein, except that the references to “20%” in such definition shall be deemed to be references to “50%”.

“Survival Period” means the date which is the earlier of (i) the date that is 12 months following the Closing Date and (ii) the date on which Seller files a certificate of dissolution or similar instrument with the Secretary of State of the State of Delaware.

“Tax” or “Taxes” means and U.S. federal, state, local or non-U.S. income, sales and use, excise, franchise, real or personal property, gross receipt, capital stock, occupation, disability, employment, payroll, severance, or commercial activity or other similar tax imposed by any Government Entity, and any interest or penalties thereto.

“Tax Authority” means any Government Entity having authority to monitor, oversee, impose, determine, or collect any Tax.

“Tax Return” means any return, report, statement, claim for refund, form, declaration, information return or other document with respect to Taxes filed or required to be filed with any Tax Authority with respect to Taxes, including any schedule and attachment and amendments or supplements thereof.

“Technology” means (a) proprietary information or materials, including Records, improvements, modifications, techniques, assays, processes, methods, utilities, formulations, compositions of matter, articles of manufacture, materials (including chemical or biological materials), creation, discovery or findings, designs, protocols, formulas, data (including physical data, chemical data, toxicology data; animal data, raw data, clinical data, and analytical and quality control data), dosage regimens, control assays, product specifications, marketing, pricing and service costs, algorithms, technology, forecasts, profiles, strategies, plans, results in any form whatsoever, know-how, and Trade Secrets (in each case, whether or not patentable, copyrightable, or otherwise protectable), (b) any physical embodiments of any of the foregoing, and (c) all works of authorship (including Software, firmware and middleware in source code and executable code form, architecture, databases and the contents thereof, plugins, libraries, APIs, interfaces, algorithms, models, reference designs, and related documentation).

“Termination Fee” shall have the meaning set forth in Section 10.6.3.

“Third Party” means a Person that is not a party to this Agreement.

“Third-Party Claim” shall have the meaning set out in Section 7.7.1.

“Third-Party Claim Notice” shall have the meaning set out in Section 7.7.1.

“Trade Secrets” means all know-how and all proprietary, confidential and non-public information, however documented, which constitute trade secrets within the meaning of Applicable Law.

“Trademarks” means all (i) registered and unregistered trademarks, service marks, logos, trade dress, trade names, slogans, other similar designations of source or origin (including all applications and registrations for each of the foregoing), and (ii) all goodwill associated with or symbolized by any of the foregoing.

“Transaction” means the transactions contemplated by this Agreement and the Transaction Documents.

“Transaction Documents” means any ancillary agreements or documents entered into in connection with this Agreement, including the Bill of Sale, the IP Assignments, and the MIT Assignment and Assumption Agreement.

“Transfer Taxes” shall have the meaning set forth in Section 5.5.

“Transferred Assets” shall have the meaning set forth in Section 1.1.

“Transferred Contracts” shall have the meaning set forth in Section 1.1.2.

“Transferred Intellectual Property” means the Seller Intellectual Property.

“Transferred Personal Property” shall have the meaning set forth in Section 1.1.1.

EXHIBIT A

Form of MIT Assignment and Assumption Agreement

EXHIBIT B

Form of MIT Amendment

Schedule 1.1.1

Transferred Personal Property

Schedule 1.2.5

Consultants

Schedule 1.4

Allocation Methodology

Exhibit 10.1

Massachusetts Institute of Technology

and

SQZ Biotechnologies Company

Second Amendment to Amended and Restated

Exclusive Patent License Agreement

This Second Amendment is made by and between the Massachusetts Institute of Technology, a nonprofit research institution having a principal address at 77 Massachusetts Avenue, Cambridge, MA 02139 (“MIT”) and SQZ Biotechnologies Company, a Delaware corporation, with a principal place of business at 200 Arsenal Yards Boulevard, Suite 201, Watertown, MA 02472 (“COMPANY”) (each individually a “Party” and collectively the “Parties”) and amends that certain Amended and Restated Exclusive Patent License Agreement between the Parties dated as of December 2, 2015 as amended May 17, 2022 (MIT No. 4913276) (the “LICENSE AGREEMENT”). The effective date of this Second Amendment shall be the Closing Date (as defined in the Purchase Agreement (defined below)), provided that on or before such date Assignee agrees in writing to be bound by the terms and conditions of the LICENSE AGREEMENT as amended by this Second Amendment as if the Assignee were COMPANY thereunder pursuant to the assignment and assumption agreement, substantially in the form attached hereto as Exhibit A. If the above conditions are not met by the Outside Date as defined in the Purchase Agreement, this Second Amendment shall terminate and be considered null and void.

Except as otherwise defined herein, capitalized terms used herein without definition shall have the meaning given such terms in the LICENSE AGREEMENT.

WHEREAS, in anticipation of the assignment of the LICENSE AGREEMENT to STEMCELL Technologies Canada Acquisitions Inc., a Canadian corporation having an office at 1618 Station Street, Vancouver, British Columbia V6A 1B6 (“STEMCELL”), in connection with the acquisition by STEMCELL of substantially all of the assets of COMPANY pursuant to that certain Asset Purchase Agreement dated as of December 21, 2023 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), COMPANY has requested a modification of the terms of the LICENSE AGREEMENT to better conform to the business model to be employed by STEMCELL; and

WHEREAS, MIT and COMPANY wish to modify the LICENSE AGREEMENT pursuant to the terms as set forth below;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties agree to the following changes to the LICENSE AGREEMENT:

1. Section 1.20 shall be amended to add the following subsection (d):

“(d) to develop, market, use, or sell an instrument or chips that adhere to current Good Manufacturing Practice (“cGMP”) regulations and certification or other similar standards for products having the intended use of manufacturing cells to accomplish (a) or (b)”

2. Section 4.2(b) shall be deleted in its entirety and replaced with the following:

“(b) Payments in U.S. Dollars. All payments due under this Agreement shall be drawn on a United States bank and shall be payable in United States dollars. Conversion of foreign currency to U.S. dollars shall be made at the conversion rate existing in the United States (as reported by xe.com on a daily basis). Such payments shall be without deduction of exchange, collection, or other charges, and, specifically, without deduction of withholding or similar taxes or other government-imposed fees or taxes, except as permitted in the definition of NET SALES. For avoidance of doubt, COMPANY will pay all non-U.S. taxes related to all payments made to MIT pursuant to this Agreement; these payments are not deductible from payments due to MIT.”

3. Section 3.1 (d) shall be deleted in its entirety and replaced with the following:

“(d) COMPANY shall expend at least the efforts set forth below on at least one FULLY FUNDED PROJECT toward the development of LICENSED PRODUCTS or LICENSED PROCESSES in each calendar year beginning on the later of (i) the Closing Date (as defined in the Purchase Agreement) and (ii) March 2024, and from that point forward until the termination or expiration of this Agreement. As used herein a “FULLY FUNDED PROJECT” shall mean that at all times COMPANY shall [***]. Any deviation from this Section 3.1(d) by COMPANY due to ordinary fluctuations in employee relationships that are commercially reasonable or temporary shall not be considered a breach of this Agreement for any purpose.”

4. Section 3.2 shall be deleted in its entirety and replaced with the following:

“3.2 Changes to Diligence Requirements. Notwithstanding the foregoing, in the event that COMPANY anticipates that a failure to meet an obligation set forth in Section 3 will occur, COMPANY will promptly give written notice to M.I.T. which will set forth the reasons for the delay and a projected new diligence schedule that COMPANY believes can be achieved. Representatives of each party will meet to review the reasons for anticipated failure and discuss in good faith a revision to the diligence schedule. COMPANY and M.I.T. will enter into a written amendment to the license with respect to any mutually agreed upon change(s) to the diligence schedule.”

5. Section 3.3 shall be amended to add subsections 3.3 (c) and (d) as follows:

“(c) Between [***] and [***], COMPANY shall develop and bring to market LICENSED PRODUCTS or LICENSED PROCESSES [***].”

(d) Within [***] after the end of each calendar year, beginning [***], COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES in the RESEARCH FIELD. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted.”

6. Section 3.4 (b) shall be deleted in its entirety and replaced with the following:

“(b) Within [***] after the end of each calendar year, beginning [***], COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES in the THERAPEUTIC FIELD. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted.”

7. Section 3.4 (c) shall be deleted in its entirety.

8. Section 3.4 shall be amended to add subsection (d) immediately following Section 3.4 (c) as follows:

“(d) COMPANY shall [***] using a LICENSED PRODUCT or LICENSED PROCESS developed and manufactured under cGMP [***].”

9. Section 4.1 (d) shall be deleted in its entirety and replaced with the following:

“(d) Running Royalties.

Running royalties shall be payable for each REPORTING PERIOD and shall be due to M.I.T. within [***] of the end of each REPORTING PERIOD.”

11. Section 5.3 shall be amended to add the following sentence at the end of the paragraph.

“Such financial statements shall be CONFIDENTIAL INFORMATION of COMPANY. During any time period in which COMPANY is required to make filings of its annual financial information whereby the above-referenced information is readily available via a publicly accessible website without cost, COMPANY shall not be required to provide copies of the foregoing financial statements to M.I.T. ”

12. Section 8.1(a) shall be deleted in its entirety and replaced with the following:

“(a) Indemnity. Company shall indemnify, defend, and hold harmless MIT, HARVARD and their respective trustees, directors, officers, faculty, students, employees, agents, volunteers, affiliates and their respective successors, heirs and assigns (the “INDEMNITEES”), against any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) incurred by or imposed upon any of the INDEMNITEES in connection with any third party claims, suits, investigations, actions, demands or judgments (collectively, “Claims”) arising out of, or in connection with, this Agreement or any SUBLICENSE, except to the extent such Losses directly result from the gross negligence or willful misconduct of any Indemnitee, as determined by a final, unappealable decision rendered by a court having jurisdiction over the Parties.”

13. MIT hereby waives and releases STEMCELL from any and all (i) financial obligations owed by COMPANY to MIT under the LICENSE AGREEMENT which arise on or before the Closing Date and (ii) any obligations owed by COMPANY to MIT under Sections 3.1, 3.3, 3.4, 5.1 and 5.2 of the LICENSE AGREEMENT which arise on or before the Closing Date . This waiver and release does not apply to: (i) payments due to MIT under Section 8.1 which become due after the Closing Date , but are based on events which occurred on or before the Closing Date ; and (ii) payments due to MIT pursuant to Section 6.3 (Payment of Expenses). As of December 20, 2023, the MIT Technology Licensing Office (“TLO”) is not aware of any outstanding payments owed to MIT pursuant to Section 6.3 for which COMPANY has not been invoiced, however, COMPANY acknowledges that certain payments may not yet be known to the TLO and COMPANY will remain fully liable for such payments.”

Except as specifically amended herein, all other terms and conditions of the LICENSE AGREEMENT and executed amendments thereto shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be executed by their duly authorized representatives.

Exhibit A

Form of Assignment and Assumption Agreement