Item 1.01 Entry into a Material Definitive Agreement.
On
LCA Amendment and Co-Co Agreements for Hemophilia A and B Programs
Under the LCA Amendment, the Company and Regeneron have agreed to, among other
things, extend the Technology Collaboration Term (as defined in the LCA
Amendment) until
Under the Hemophilia Co/Co Agreements, which are substantially based upon the Company and Regeneron's previously agreed Form of Co-Development and Co-Promotion Agreement, the Company and Regeneron will collaborate to research, develop, manufacture, and commercialize CRISPR Products directed to Factor VIII and Factor IX for the treatment of Hemophilia A and Hemophilia B, under which Regeneron will be the clinical and commercial lead for such activities. Further, under the Hemophilia Co/Co Agreements, worldwide development costs and profits of any future products will be split between the Company and Regeneron, 35% and 65%, respectively, subject to certain deductions.
As part of the consideration for the LCA Amendment and the Hemophilia Co/Co
Agreements, Regeneron will pay the Company an up-front payment of
Equity Placement
Under the Stock Purchase Agreement, the Company has agreed to sell to Regeneron
925,218 shares of its common stock, par value
In addition, under the Stock Purchase Agreement, Regeneron will not dispose of any shares of Common Stock beneficially owned by it immediately after the closing, until the termination of the Technology Collaboration Term, including any extensions thereof, subject to limited exceptions.
Further, under the Stock Purchase Agreement, Regeneron has agreed to vote, and cause its affiliates to vote, all shares of the Company's voting securities that Regeneron is entitled to vote in a manner as recommended by the Company's Board of Directors, except with respect to certain change of control transactions, liquidation or dissolution of the Company, issuances of Common Stock, or matters relating to the Company's stock option or stock purchase plan or other equity compensation arrangements.
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The foregoing descriptions of the LCA Amendment and the Stock Purchase Agreement
are qualified in their entireties by reference to the available text of the LCA
Amendment and the Stock Purchase Agreement, copies of which are attached to this
report as Exhibit 10.1 and 10.2, respectively. The foregoing description of the
Hemophilia Co-Co Agreements are qualified by reference to the available text of
the Form of Co-Development and Co-Promotion Agreement, dated as of
Item 3.02. Unregistered Sales of
The information set forth under the heading "Equity Placement" in Item 1.01 is incorporated herein by reference.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
Exhibit Index Exhibit No. Description 10.1# Amendment No. 1, datedMay 30, 2020 , to the License and Collaboration Agreement, datedApril 11, 2016 , by and betweenIntellia Therapeutics, Inc. and Regeneron Pharmaceuticals, Inc. 10.2 Stock Purchase Agreement, datedMay 30, 2020 , by and betweenIntellia Therapeutics, Inc. and Regeneron Pharmaceuticals, Inc. 99.1 Press Release ofIntellia Therapeutics, Inc. announcing Regeneron Collaboration and Equity Transaction, datedJune 1, 2020 104 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
# Certain information in this exhibit was omitted by means of redacting a portion
of the text and replacing it with "[***]".
determined that the omitted information (i) is not material and (ii) would be
competitively harmful if publicly disclosed.
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