Item 1.01 Entry into a Material Definitive Agreement.
On January 15, 2021, Spero Therapeutics, Inc. (the "Company") entered into an
amended and restated license agreement (the "Amended Agreement") with Everest
Medicines II Limited ("Everest") and the Company's wholly owned subsidiary,
Spero Potentiator, Inc. ("Potentiator"), which amended and restated in its
entirety the License Agreement, dated January 1, 2019, by and among Everest,
Potentiator and the Company's wholly owned subsidiary, New Pharma License
Holdings Limited (the "Original Agreement").
Pursuant to the Original Agreement, the Company (i) granted Everest an exclusive
license under certain patents and know-how to develop, manufacture and
commercialize the Company's product candidate SPR206 (the "Compound") or
products that contain the Compound in Greater China, South Korea and certain
Southeast Asian countries (the "Territory") and (ii) granted Everest an option
to negotiate for an exclusive license to use certain intellectual property
rights of Potentiator to develop and commercialize the Company's product
candidate SPR741 in the Territory (the "SPR741 Option"). The Original Agreement
included certain milestone dates and payments to the Company based on the
parties' development plans for SPR206 at the time. The Amended Agreement
modifies the dates and values of certain milestone events related to development
and commercialization of the Compound. Everest will be now be making more
significant investments in the development of SPR206 beyond what was
contemplated at the time of the Original Agreement. The Original Agreement
provided that the Company could receive up to $59.5 million upon achievement of
certain milestones. The Amended Agreement provides that the Company may receive
up to $38.0 million upon achievement of certain milestones, of which
$2.0 million has been received to date. In addition, under the Amended
Agreement, the Company assigned patents in the Territory to Everest, rather than
licensing such patents to Everest, and the SPR741 Option and related provisions
have been removed.
The foregoing description of the terms of the Amended Agreement does not purport
to be complete and is qualified in its entirety by reference to the Amended
Agreement, which the Company intends to file as an exhibit to its Annual Report
on Form 10-K for the year ended December 31, 2020. The Company intends to seek
confidential treatment for certain portions of the Amended Agreement pursuant to
a Confidential Treatment Request to be submitted to the Securities and Exchange
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.
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