Exhibit 10.1
[***] Certain portions of this exhibit have been omitted because they are not material and the registrant customarily and actually treats that information as private or confidential. Certain exhibits and schedules to these agreements have been omitted pursuant to Item 601 of Regulation S-K.
NON-EXCLUSIVE LICENSE AGREEMENT
BETWEEN
VERTEX PHARMACEUTICALS INCORPORATED
AND
CRISPR THERAPEUTICS AG
March 23, 2023
Non-excLusive LICENSE AGREEMENT
This NON-EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of March 23, 2023 (the “Effective Date”) by and between Vertex Pharmaceuticals Incorporated (“Vertex”) and CRISPR Therapeutics AG (“CRISPR”). Vertex and CRISPR each may be referred to herein individually as a “Party” or collectively as the “Parties.”
RECITALS
WHEREAS, CRISPR possesses certain Patents, Know-How, technology and expertise with respect to the CRISPR/Cas System (as defined below);
WHEREAS, Vertex possesses expertise in developing and commercializing human therapeutics; and
WHEREAS, Vertex and CRISPR desire to enter into a license agreement to enable Vertex to research, develop, manufacture and commercialize certain products for the treatment of diabetes using gene editing [***], including the CRISPR/Cas System (as defined below).
NOW, THEREFORE, in consideration of the respective covenants, representations, warranties and agreements set forth herein, the Parties hereto agree as follows:
DEFINITIONS
For purposes of this Agreement, the following capitalized terms will have the following meanings:
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LICENSE GRANTS; TECHNOLOGY TRANSFER
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RESERVED.
FINANCIAL PROVISIONS
Development Milestone Event | Development Milestone Payments | |
1 | [***] | $[***] |
2 | [***] | $[***] |
3 | [***] | $[***] |
4 | [***] | $[***] |
5 | [***] | $[***] |
6 | [***] | $[***] |
7 | [***] | $[***] |
8 | [***] | $[***] |
9 | [***] | $[***] |
10 | [***] | $[***] |
11 | [***] | $[***] |
12 | [***] | $[***] |
13 | [***] | $[***] |
14 | [***] | $[***] |
15 | [***] | $[***] |
16 | [***] | $[***] |
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Calendar Year Net Sales (in Dollars) for Products in the Territory | Royalty Rates as a Percentage (%) of the applicable portion of Net Sales
| |
[***] Product | [***] Product | |
Portion of Calendar Year Net Sales up to and including $[***] | [***]% | [***]% |
Portion of Calendar Year Net Sales that exceeds $[***], up to and including $[***] | [***]% | [***]% |
Portion of Calendar Year Net Sales that exceeds $[***] | [***]% | [***]% |
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INTELLECTUAL PROPERTY
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REPRESENTATIONS AND WARRANTIES
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INDEMNIFICATION; INSURANCE
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TERM; TERMINATION
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CONFIDENTIALITY
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If a Party deems it reasonably necessary to disclose Confidential Information belonging to the other Party pursuant to this Section 9.2, the Disclosing Party will to the extent possible give reasonable advance written notice of such disclosure to the other Party and take reasonable measures to ensure confidential treatment of such information. In addition to the foregoing and except as otherwise prohibited or limited by clause (b) of the following sentence, [***] may disclose [***] Confidential Information to Third Parties as reasonably required to facilitate the actual or potential Exploitation of Products; provided that such disclosure is covered by terms of confidentiality and non-use similar to those set forth herein.
Notwithstanding anything to the contrary contained herein, (a) in no event may [***] disclose [***] Confidential Information to any Third Party (including any of [***] investors, collaborators or licensees) engaged in the [***], and (b) in no event may [***] disclose [***] Confidential Information, other than the terms and conditions of this Agreement, to any Third Party (including any of [***] investors, collaborators or licensees) that [***] as its primary business.
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MISCELLANEOUS
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If to Vertex:
Vertex Pharmaceuticals Incorporated
Attn: Business Development
50 Northern Avenue
Boston, Massachusetts 02210
Email: [***]
with a copy to:
Vertex Pharmaceuticals Incorporated
Attn: Corporate Legal
50 Northern Avenue
Boston, Massachusetts 02210
Email: [***] & [***]
If to CRISPR:
CRISPR Therapeutics AG
Attn: Chief Executive Officer
Baarerstrasse 14
6300 Zug
Switzerland
Email: [***]
with a copy to:
CRISPR Therapeutics AG
Attn: General Counsel
Baarerstrasse 14
6300 Zug
Switzerland
Email: [***]
CRISPR Therapeutics
Attn: Legal Department
105 West First Street
Boston, MA 02127
Email: [***]
or to such other address as the Party to whom written notice is to be given may have furnished to the other Party in writing in accordance herewith. Any such written notice will be deemed to have been given and received by the other Party: (a) when delivered if personally delivered; (b) on receipt if sent by overnight courier or email.
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[SIGNATURE PAGE FOLLOWS]
* - * - * - *
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their representatives thereunto duly authorized as of the Effective Date.
VERTEX PHARMACEUTICALS INCORPORATED
| CRISPR THERAPEUTICS AG |
By: /s/ Reshma Kewalramani |
By: /s/ Rodger Novak |
Name: Reshma Kewalramani Title: Chief Executive Officer and President | Name: Rodger Novak Title: President |
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[Signature Page to License Agreement]
Schedule 1.9
[***] Arbitration Procedures
[***]
Schedule 1.30
CRISPR In-License Agreements
[***]
Schedule 1.31
[***]
[***]
Schedule 2.1.4
Licensed Know-How
(as of the Effective Date)
[***]
Schedule 2.2.1
Transfer of Specific Know-How and Materials
[***]
Schedule 6.2
CRISPR Disclosures
[***]