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

Section 1.01 Entering into a Material Definitive Agreement.

On July 5, 2022, Verve Therapeutics, Inc. (“Verve”), has entered into an Amended and Restated Collaboration and License Agreement (the “Amendment”) with Beam Therapeutics Inc. (“Beam”), which has amended the Collaboration and License Agreement entered into between Verve and Beam the April 3, 2019 (the “Original Agreement” and, as amended by the Amendment, the “Amended Agreement”). The initial agreement provided Verve with an exclusive, worldwide, sublicensable license under certain of Beam’s base-editing, gene-editing, and delivery technologies for human therapeutic applications against four mediated cardiovascular disease targets liver, including PCSK9 and ANGPTL3, and two undisclosed genetic targets (the “Undisclosed Genes”).

Pursuant to the Amendment, Beam has granted Verve an exclusive, worldwide, sublicensable license under certain of Beam’s core editing technologies to develop and commercialize products for an additional target audience. liver-mediated cardiovascular disease. Verve will be responsible for the development and commercialization of products targeting this gene, subject to Beam’s opt-in right. Following final patient dosing in a Phase 1 clinical trial of a Licensed Product for this gene, Beam has the right to agree to share 35% of the worldwide development expenses of this Licensed Product, as well as market and share 35% of the profits and marketing expenses of this licensed product worldwide. If Beam does not elect to enroll, Beam would be entitled to receive milestones and royalties on the same basis as other collaboration products as provided in the Initial Agreement.

In exchange, Verve granted Beam an exclusive, worldwide, sub-licensable, fully-paid license under Verve’s intellectual property, including under Verve’s GalNAc-LNP delivery technology, relating to a preclinical program developed by Verva.

In addition, the amended agreement:

     •    clarifies intellectual property rights with respect to Verve's GalNAc-LNP
          delivery technology;

     •    grants Beam, on a target-by-target basis, the option to obtain a
          non-exclusive, worldwide, sublicensable license to Verve's GalNAc-LNP
          delivery technology for the development and commercialization of certain
          base editor products, as to which Beam would owe Verve a fee upon
          exercise of each option, certain regulatory and commercial sale
          milestones as well as low single-digit royalties on net sales for base
          editor products using the GalNAc-LNP delivery technology;

     •    terminates Verve's rights and economic obligations under the Original
          Agreement with respect to the Undisclosed Genes, allowing Verve and Beam
          to independently develop and commercialize products directed to such gene
          targets; and

     •    concludes other licenses that applied under the Original Agreement with
          respect to delivery and other technologies developed by the parties for
          the development and commercialization of base editor products.

The amendment also contains representations and warranties, covenants and other negotiated terms, including confidentiality obligations, customary for transactions of this nature.

The foregoing descriptions of the terms of the Amended Agreement are qualified in their entirety by reference to the full text of the Amended Agreement, which Verve intends to file as an attachment to its Quarterly Report on Form 10-Q for the quarter ending September 30, 2022.

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