ARBUTUS BIOPHARMA CORP: Conclusion of a material definitive agreement, financial statements and supporting documents (form 8-K)

Article 1.01. The conclusion of an important definitive agreement.

At December 9, 2021, Arbutus Biopharma Corporation (“Arbutus”) has entered into a Third Amendment (“Amendment”) to the Cross License Agreement, dated April 11, 2018, by and between Arbutus and Genevant Sciences GmbH, an indirect wholly owned subsidiary of Genevant Sciences SA (collectively “Genevant”), as amended on June 27, 2018 (the “Cross License”). From December 9, 2021, Arbutus held approximately 16% of the outstanding common shares of Genevant.

The Amendment, among others, clarifies the treatment of products received by Genevant from an action for infringement by third parties of the intellectual property of Arbutus licensed to Genevant. In such an infringement action, Arbutus would be entitled to receive, after deduction of litigation costs, 20% of the product received by Genevant or, if less, single-digit royalties on the net sales of the infringing product (including the proceeds from litigation or settlement, which would be treated as net sales). The Amendment also clarifies that, if a sublicensed third party of intellectual property licensed by Genevant from Arbutus markets a sublicensed product, Arbutus is entitled to receive a specified percentage of certain revenues that may be collected by Genevant for that sublicensing, including royalties, commercial milestones and other sales-related revenues, or, if lower, single-digit tiered royalties on the net sales of the sublicensed product. The percentage specified is 20% in the case of a simple sublicense (that is to say, bare sublicense) by Genevant without additional contribution and 14% in the case of a good faith collaboration. with Genevant.

The foregoing description contains only a brief description of important terms and does not purport to be a complete description of the rights and obligations of the parties to the amendment, and this description is qualified in its entirety by reference to the full text of the amendment. , a copy of which is filed as Exhibit 10.1 of this current report on Form 8-K.

Article 9.01. Financial statements and supporting documents.

(d) Exhibits.

Exhibit No.                Description
                             Third Amendment to Cross License Agreement, dated December 9, 2021, by
10.1*                      and between Genevant Sciences GmbH and Arbutus Biopharma Corporation
104                        Cover page interactive data file (formatted as inline XBRL).

* Certain confidential parts of the agreement have been omitted by marking these parts with square brackets (due to the registrant usually and genuinely treating this information as private or confidential and this omitted information is not important) in accordance with the article 601 of the SK regulation promulgated by the SECOND. Arbutus undertakes to provide in addition a copy of any confidential part to the SECOND on demand.

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