LOGICBIO THERAPEUTICS, INC. : Entering into a Material Definitive Agreement (Form 8-K)

Section 1.01. Conclusion of a significant definitive agreement.

On October 3, 2022, LogicBio Therapeutics, Inc. (the “Company”) and CANbridge Care Pharma Hong Kong Limited (“CANbridge”) has entered into the Amended and Restated Exclusive Collaboration, License and Research Option Agreement (the “A&R Agreement”), dated October 2, 2022amending the Collaboration, License and Exclusive Research Option Agreement, dated April 26, 2021by and between the Company and CANbridge (the “Original Agreement”).

Under the initial agreement, the Company has granted CANbridge (a) a license to certain intellectual property rights, including those relating to sL65, the first capsid produced from the Company’s sAAVyTM platform, for the development and the commercialization of gene therapy candidates for the treatment of Fabry and Pompe diseases (the “Fabry and Pompe License”), (b) options to license certain intellectual property rights, including those relating to sL65, for the development and commercialization of gene therapy candidates for two additional indications (the “Candidate Options”), and (c) an option to obtain a license to develop and commercialize LB-001 for the treatment of methylmalonic acidemia in
China, Taiwan, hong kong and Macau (the “LB-001 Option”). In addition, the original agreement provided that the Company and CANbridge would collaborate to develop certain gene therapy candidates for the treatment of Fabry and Pompe diseases and, upon CANbridge’s exercise of applicable options, both candidate options, in under a mutually agreed research plan.

Under the A&R Agreement, Candidate Options and Option LB-001 are removed by mutual agreement of both parties. In addition, as part of the Fabry and Pompe License, the A&R Agreement grants CANbridge a non-exclusive license to certain intellectual property rights of the Company related to the manufacture of the Fabry and Pompe programs. In addition, under the A&R agreement, the research plan has been modified to reflect that the full transfer of technology relating to the Fabry and Pump programs to CANbridge will be effective as of,
October 31, 2022. Under the A&R Agreement, CANbridge has no obligation to pay or reimburse any additional research costs.

Under the initial agreement, the Company was eligible to receive clinical, regulatory and commercial milestone payments of up to $591 million overall (assuming one product for each indication), which includes Fabry and Pompe licensing milestones, candidate options, and option LB-001. Under the A&R Agreement, the Company is eligible to receive clinical, regulatory and commercial milestone payments of up to $224.5 million overall (assuming one product for each indication). Consistent with the deletion of the two additional candidate options and option LB-001, the milestones relating thereto are deleted in the A&R agreement. Under the A&R Agreement, the tiered royalty rates payable to the Company will range from low single digit rates to mid single digit rates. and will be lower than the corresponding royalty rates set forth in the Initial Agreement by a low single digit percentage.

The initial agreement provided for certain conditions of automatic reversion of the product, in the event of termination of the agreement, in certain circumstances. Under the A&R Agreement, LogicBio and CANbridge will negotiate in good faith a Product Reversion Agreement upon termination of the A&R Agreement in certain circumstances.

The above summary of the A&R Agreement does not purport to be complete and is subject to and qualified in its entirety by the full text of the Agreement, which the Company intends to file, with confidential terms redacted, with the US Securities and Exchange Commission as an attachment to the company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2022.

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