Item 1.01 Entry into a Material Definitive Agreement.
On January 6, 2023, (the "Effective Date"), Kronos Bio, Inc. (the "Company")
entered into a Collaboration and License Agreement (the "Agreement") with
Genentech, Inc., a member of the Roche Group ("Genentech"). Pursuant to the
Agreement, the parties have agreed to initially collaborate on two discovery
research programs in oncology, each focused on a designated transcription
factor, to discover small-molecule GLP-Tox-ready candidates that modulate
transcription factor targets selected by Genentech. Each discovery research
program will primarily consist of (i) a mapping phase with the goal of
identifying the transcription regulatory network for such designated
transcription factor, and (ii) a screening phase having the goal of identifying
and characterizing multiple screening hits suitable for nomination as a
preclinical development program.
The Company will lead discovery and research activities under the discovery
research programs and will use its proprietary drug discovery platform,
including the small molecule microarray (SMM), for hit finding. Following the
completion of initial discovery and research activities, Genentech will have the
exclusive right to pursue further preclinical and clinical development and
commercialization of compounds identified in the discovery research programs and
designated by Genentech (each, a "Hit Program").
Pursuant to the Agreement, the Company is entitled to receive an upfront payment
of $20.0 million from Genentech. In addition, the Company is eligible for
additional milestone payments upon achievement of certain preclinical, clinical
and regulatory (including first-sale) milestones, totaling up to $177 million
for the first development candidate per Hit Program, and is eligible to receive
net sales milestones of up to $100 million for the first licensed product per
Hit Program. The Company is also eligible to receive tiered royalties in the
low- to high-single digits on any products that are commercialized by Genentech
as a result of the collaboration.
The term of the discovery research programs under the Agreement will be up to 24
months, which may be extended by six months at the Company's option subject to
satisfying certain conditions.
Unless earlier terminated, the Agreement will remain in effect for each product
licensed under the Agreement until expiration of the royalty term for such
licensed product. Genentech has the right to terminate this Agreement in its
entirety, or with respect to a particular discovery research program or Hit
Program, in its sole discretion, at any time by providing 60 days' advance
written notice to the Company. Each party may also terminate the Agreement upon
the other party's material breach that remains uncured for 90 days (or 45 days
in the event of nonpayment), or in the event of certain insolvency events
involving the other party.
Item 7.01 Regulation FD Disclosure.
After taking into account the Company's receipt of the $20.0 million upfront
payment described above, the Company anticipates that it will have sufficient
resources to fund its planned operations into the second half of 2025.
Forward-Looking Statements
Statements in this report that are not statements of historical fact are
forward-looking statements for purposes of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. This report, in some cases,
uses terms such as "will," "expects," "goal," "anticipates" or other words that
convey uncertainty of future events or outcomes to identify these
forward-looking statements. Forward-looking statements include statements
regarding our intentions, beliefs, projections, outlook, analyses or current
expectations concerning, among other things: activities to be performed under
the Agreement; the goals of the collaboration; the anticipated sufficiency of
the Company's resources to fund its planned operations into the second half of
2025; and other statements that are not historical fact. Actual results and the
timing of events could differ materially from those anticipated in such
forward-looking statements as a result of various risks and uncertainties,
including, without limitation: risks inherent in the discovery and clinical
development of novel therapeutics? under the Agreement, Genentech has certain
rights to exclusivity, and we may not realize the benefits of the collaboration;
and risks associated with the sufficiency of our cash resources and need for
additional capital. These and other risks and uncertainties are described in
greater detail in the Company's filings with the Securities and Exchange
Commission ("SEC"), including under the heading "Risk Factors" in our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC
on
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November 8, 2022. Any forward-looking statements that are made in this report
speak only as of the date of this report and are based on management's
assumptions and estimates as of such date. Except as required by law, the
company assumes no obligation to update the forward-looking statements whether
as a result of new information, future events or otherwise, after the date of
this report.
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