As previously announced on June 16, 2022, JATT Acquisition Corp, a Cayman Islands exempted company ("JATT" or the "SPAC") entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time) (the "Business Combination Agreement" or "BCA"), among JATT, JATT Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of JATT ("Merger Sub"), JATT Merger Sub 2, a Cayman Islands exempted company and wholly owned subsidiary of JATT ("Merger Sub 2"), Zura Bio Holdings Ltd, a Cayman Islands exempted company (the "Holdco") (to become a party before Closing, as described below) and Zura Bio Limited, a limited company incorporated under the laws of England and Wales (the "Company" or "Zura").
Effective on December 8, 2022, Z33 Bio Inc. ("Z33"), an entity controlled by Zura entered into the License, Development and Commercialization Agreement (the "License Agreement") with Eli Lilly and Company ("Lilly"), pursuant to which Lilly granted a license to Z33 regarding certain intellectual property rights for a certain compound relating to IL-33 to develop, manufacture and commercialize such compound, subject to the terms and conditions set forth therein.
Equity Grant Agreement
Concurrently with the execution of the License Agreement, on December 8, 2022, as partial consideration for Lilly entering into the License Agreement with Z33, JATT and Lilly entered into that certain Equity Grant Agreement, pursuant to which JATT agreed to issue and grant to Lilly 550,000 Class A ordinary shares of JATT (the "Shares") in a private placement transaction. The Equity Grant Agreement also contains customary representations, warranties, and covenants of each of JATT and Lilly. The closing under the Equity Grant Agreement will occur contemporaneously on the closing of the transactions contemplated in the Business Combination Agreement.
Other than the benefit of the License Agreement with Z33, JATT will not receive any consideration from Lilly for issuance of the Shares to Lilly.
Pursuant to the Equity Grant Agreement, the Company agreed to register the Shares being issued to Lilly under an Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") with respect to the Shares in the form attached as Exhibit A to the Equity Grant Agreement. Additionally, Lilly agreed to enter into a lock-up with respect to the Shares under the Lock-up Agreement attached as Exhibit B to the Equity Grant Agreement.
The Registration Rights Agreement will govern the registration of the Shares for resale and be effective as of the Closing, and includes certain customary demand registration rights requiring the company to file a registration statement with respect to the Shares within 30 days after the Closing, and "piggy-back" registration rights with respect to the Shares held by Lilly.