| Item 1.01 | Entry into a Material Definitive Agreement |
On June 16, 2021, Synlogic Operating Company, Inc. (the “Company”), a wholly-owned subsidiary of Synlogic, Inc. (“Synlogic”), F. Hoffmann-La Roche Ltd (“Roche Basel”) and Hoffmann-La Roche Inc. (“Roche US”, and together with Roche Basel, “Roche”) entered into a Pilot Collaboration and Option Agreement (the “Roche Collaboration and Option Agreement”). Under the terms of the Roche Collaboration and Option Agreement, the Company and Roche will seek to collaborate to research and pre-clinically develop a Synthetic Biotic medicine for the treatment of inflammatory bowel disease (the “Product Candidate”).
During the research period of the Roche Collaboration and Option Agreement, Synlogic is eligible to receive a technology access fee of $1.0 million and up to $5.0 million in milestone payments upon the achievement of certain success criteria. Under the Roche Collaboration and Option Agreement, following the research period, Roche holds an exclusive option right (the “Option”) to negotiate a definitive collaboration and license agreement for further development of the Product Candidate.
Pursuant to the Roche Collaboration and Option Agreement, during the term of such agreement, each party has granted to the other party a non-exclusive, non-transferrable, non-sublicensable, royalty-free right and license to certain intellectual property and know-how controlled by such party, solely as necessary for the party to perform its obligations under the Roche Collaboration and Option Agreement. The parties will establish a Joint Research Committee to oversee and manage the execution of the underlying study plan for the Roche Collaboration and Option Agreement.
The Roche Collaboration and Option Agreement includes various representations, warranties, covenants, indemnities, and other customary provisions. Roche may terminate the Roche Collaboration and Option Agreement without cause immediately upon written notice where certain success criteria have been met for parts of the study plan, or upon ninety (90) days’ prior written notice to the Company. Either party may terminate the Roche Collaboration and Option Agreement in the event of an uncured material breach of the other party.
The foregoing summary of the Roche Collaboration and Option Agreement is qualified in their entirety by the text of the Roche Collaboration and Option Agreement which will be filed as an exhibit to Synlogic’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.
On June 17, 2021, the Company issued a press release announcing the Roche Collaboration and Option Agreement. The full text of the Company’s press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Cautionary Note on Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. Examples of forward-looking statements include, among others, statements Synlogic is making regarding: (i) potential milestone payments pursuant to the Roche Collaboration and Option Agreement, (ii) the therapeutic and commercial potential of the Product Candidate, (iii) potential exercise of the Option by Roche, and (iv) Synlogic’s expectations regarding the collaboration with Roche. Actual results could differ materially as a result of various risks, which are identified under the heading “Risk Factors” included in Synlogic’s most recent Form 10-Q filing and in other future filings with the SEC. The forward-looking statements contained in this Current Report on Form 8-K reflect Synlogic’s current views with respect to future events, and Synlogic does not undertake and specifically disclaims any obligation to update any forward-looking statements.
