Item 8.01 Other Events.
On September 30, 2022, Metacrine, Inc. (the "Company") entered into a License
Agreement (the "License Agreement") with FL2022-001, Inc. ("Licensee"), a
portfolio company of Foresite Labs, pursuant to which the Company granted
Licensee an exclusive, royalty-bearing, sublicensable license to certain of its
intellectual property rights to research, manufacture, develop and commercialize
pharmaceutical products containing certain hydroxysteroid dehydrogenase
inhibitors (collectively, the "Licensed Products") in all fields of use and on a
worldwide basis. In addition, for a period of time, the Company has agreed that
neither it nor its affiliates or sublicensees will directly or indirectly,
engage in or conduct any research, development, manufacture, commercialization,
use or other exploitation of pharmaceutical products that would compete with the
Licensed Products, subject to certain exceptions related to products of an
acquirer or its affiliates in connection with a change of control of the
Company.
Under the terms of the License Agreement, Licensee has agreed to pay the Company
an upfront payment of $1.25 million by October 15, 2022. In addition, the
Company is eligible to receive up to an aggregate of $4.25 million in milestone
payments upon the achievement of certain regulatory milestone events. The
Company will also be entitled to royalties on tiers of annual net sales of
Licensed Products at rates in the low single digits, on a Licensed
Product-by-Licensed Product and country-by-country basis, until the expiration
of the last patent covering such Licensed Product in such country.
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