Sanofi Collaboration
On July 7, 2020, the Company entered into a collaboration agreement (the “Original Sanofi Agreement”) with Genzyme Corporation, a subsidiary of Sanofi S.A. (“Sanofi”), to co- develop drug candidates directed to two biological targets. The Original Sanofi Agreement became effective during the third quarter of 2020.
On November 15, 2022, the Company and Sanofi entered into an Amended and Restated Collaboration and License Agreement (the “Amended Sanofi Agreement”), which amended the Original Sanofi Agreement to revise certain research terms and responsibilities set forth under the Original Sanofi Agreement. The Amended Sanofi Agreement also specifies details around the timing and number of Phase 2 trials required under the terms of the collaboration. The Amended Sanofi agreement became effective on December 5, 2022.
The Original Sanofi Agreement’s development opt-in provisions and related terms and conditions, termination provisions, and the aggregate milestone dollar amounts, profit-sharing rights, and royalty provisions remain unchanged in the Amended Sanofi Agreement.
Under the Amended Sanofi Agreement, the Company will be eligible to receive certain development milestone payments of up to $1.48 billion in the aggregate, of which more than $1.0 billion relates to the IRAK4 program, upon the achievement of certain developmental or regulatory events. The Company will also be eligible to receive certain commercial milestone payments up to $700.0 million in the aggregate, of which $400.0 million relates to the IRAK4 program, which are payable upon the achievement of certain net sales thresholds, which remain unchanged from the Original Sanofi Agreement. The Company will further be eligible to receive tiered royalties for each program on net sales ranging from the high single digits to high teens, subject to low-single digits upward adjustments in certain circumstances, which are also unchanged from the Original Sanofi Agreement.
The Amended Sanofi Agreement, unless earlier terminated, will expire on a product-by-product basis on the date of expiration of all payment obligations under the Amended Sanofi Agreement with respect to such product. The Company or Sanofi may terminate the agreement upon the other party’s material breach or insolvency or for certain patent challenges. In addition, Sanofi may terminate the agreement for convenience or for a material safety event upon advance prior written notice, and the Company may terminate the agreement with respect to any collaboration candidate if, following Sanofi’s assumption of responsibility for the development, commercialization or manufacturing of collaboration candidates with respect to a particular target, Sanofi ceases to exploit any collaboration candidates directed to such target for a specified period. The forgoing termination triggers are consistent with those set forth in the Original Sanofi Agreement.
The forgoing description of the Amended Sanofi Agreement does not purport to be complete and is qualified in its entirety by the full text of the Amended Sanofi Agreement, a copy of which is expected to be filed as an exhibit to the Company’s annual report on Form 10-K for the year ending December 31, 2022.
Additionally, on December 2, 2022, Sanofi provided the Company with written notice of its intention to advance the collaboration target 1 candidate, KT-474, into Phase 2 clinical trials. The Company is entitled to receive milestone payments upon the dosing of the first Phase 2 patient(s) per indication up to a specified number of indications as further set forth in the Amended Sanofi Agreement. Phase 2 clinical trials of KT-474 will initially investigate its potential in HS and AD with the clinical trial for the first indication initiating in 2023.
The disclosure under this Item 8.01 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, express or implied statements regarding the Company’s strategy, business plans and objectives for the IRAK4, IRAKIMiD, STAT3 and MDM2 degrader programs; plans and timelines for the clinical development of the Company’s product candidates, including the therapeutic potential, clinical benefits and safety thereof; expectations regarding timing, success and data announcements of current ongoing or planned clinical trials; and the ability to initiate new clinical programs. The words “‘‘aim,’’ ‘‘anticipate,’’ ‘‘assume,’’ ‘‘believe,’’ ‘‘contemplate,’’ ‘‘continue,’’ ‘‘could,’’ ‘‘design,’’