Item 1.01 Entry into a Material Definitive Agreement.
On July 17, 2019 (the “Effective Date”), MyoKardia, Inc. (the “Company”) entered into a Termination Agreement (the “Termination Agreement”) with Aventis, Inc., a wholly-owned subsidiary of Sanofi S.A. (“Sanofi”), whereby the parties clarified or amended certain rights and obligations of the parties surviving the termination of that certain License and Collaboration Agreement, dated August 1, 2014 (the “Collaboration Agreement”) by and between the Company and Sanofi.
Pursuant to the Termination Agreement, Sanofi granted to the Company an exclusive, worldwide, fullypaid-up and royalty-free, perpetual and irrevocable license with the right to grant sublicenses under the Sanofi Licensed Technology to develop, commercialize and manufacture product candidates under three main programs:HCM-1 (mavacamten andMYK-224) ,HCM-2, andDCM-1(MYK-491). Sanofi will transfer to the Company the information, data andknow-how pertaining to Sanofi’s activities in relation to the programs and the development and manufacturing of program compounds (the “Sanofi Licensed Technology”). Any additional technology transfer activities will be further memorialized into a detailed technology transfer plan developed and approved by both the Company and Sanofi. The parties have agreed to complete all technology transfer activities by December 31, 2019.
In addition, the Termination Agreement specifies that thenon-compete restrictions on the parties pursuant to Section 3.7 of the Collaboration Agreement have terminated as of December 31, 2018 with respect to the mechanism of action forDCM-1 andHCM-2 and, as of April 1, 2019, with respect toHCM-1.
Among other payments payable by the Company to Sanofi pursuant to the Termination Agreement, the Company will pay to Sanofi anon-refundable andnon-creditable, amount of $80,000,000 net of any broker’s, financial advisor’s or other similar fees or commissions in consideration of Sanofi releasing the Company from its royalty payment obligations on net sales ofHCM-1 products set forth in the Collaboration Agreement, with $50,000,000 of such fee to be paid to Sanofi within 5 days of the Effective Date and the remaining $30,000,000 to be deposited concurrently into escrow and released to Sanofi on or before June 30, 2020.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement, a complete copy of which the Company intends to file with the Securities and Exchange Commission as an exhibit to its Quarterly Report on Form10-Q for the quarter ending September 30, 2019.
Item 7.01 Regulation FD Disclosure
On July 18, 2019, the Company issued a press release announcing its entry into the Termination Agreement (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report onForm 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
