VERVE THERAPEUTICS, INC. : Entering a Material Definitive Agreement, Unrecorded Sale of Equity Securities (Form 8-K)
Section 1.01 Entering into a Material Definitive Agreement.
License and Strategic Collaboration Agreement
Pursuant to the collaboration agreement, Verve will be responsible for the discovery, research and certain preclinical development of novel candidates for the development of in vivo gene editing for the target of interest. Verve’s research activities will focus on (i) identification and design of specific gene editing systems and target-directed in vivo delivery systems and (ii) candidate evaluation and optimization. development to achieve the criteria specified in the collaboration agreement. Vertex will reimburse Verve’s research expenses in accordance with an agreed budget. The search term has an initial term of four years and can be extended by Vertex for up to one additional year.
Vertex will be solely responsible for the further development, manufacturing and commercialization of any product candidates resulting from Verve’s research efforts. Verve received an upfront payment from Vertex of
for each candidate product (up to a maximum of
Prior to the first patient dosing of the first Phase 1 clinical trial for the first product candidate developed under the collaboration agreement, Verve also has the right to opt into a profit sharing agreement under which Vertex and Verve would share costs and net benefits for all product candidates resulting from the collaboration. If Verve exercises its opt-in right, in lieu of milestones and royalties, Verve will be obligated to pay a specified percentage of development and commercialization costs, and it will be entitled to receive a specified percentage of profits from any sales of any product candidates advanced under the collaboration. At the time Verve exercises the option, it can elect a profit/cost share of up to 40% (with Vertex retaining a minimum of 60%). In order to exercise its opt-in right, Verve is required to pay a commission ranging from
The Collaboration Agreement includes customary representations and warranties, covenants and indemnification obligations for a transaction of this nature. Verve and Vertex each have the right to terminate the contract for gross breach or insolvency of the other party after notice and, if applicable, a remedy period. Vertex may also terminate the entire Collaboration Agreement for convenience upon 90 days notice.
The foregoing description of the terms of the Collaboration Agreement is qualified in its entirety by reference to the full text of the Collaboration Agreement, which Verve intends to file as an attachment to its Quarterly Report on Form 10- Q for the quarter ending
Share Purchase Agreement
On the Effective Date, as part of the execution of the Collaboration Agreement, Verve and Vertex also entered into the Share Purchase Agreement for the sale and issuance of 1,519,756 shares Verve shares, face value
The Share Purchase Agreement includes lock-up restrictions with respect to the Shares. Pursuant to the terms of the Share Purchase Agreement, Vertex has agreed not to, and will cause its affiliates not to, sell or transfer any of the Shares for a period of 12 months from the date of issuance of shares, subject to specified conditions. and exceptions.
The foregoing description of the terms of the Share Purchase Agreement is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which Verve intends to file as an exhibit to its Quarterly Report. on form 10-Q for the end of the quarter
Item 3.02 Unrecorded Sales of
The information set out in point 1.01 above under the heading “Share Purchase Agreement” is incorporated herein by reference. The Company expects the Shares to be issued on the basis of the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). ). The shares have not been registered under securities law or any state securities law and may not be offered or sold in
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