VERVE THERAPEUTICS, INC. : Entering into a Material Definitive Agreement (Form 8-K)
Section 1.01 Entering into a Material Definitive Agreement.
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
© Edgar Online, source