| Item 1.01 | Entry Into a Material Definitive Agreement. |
On July 5, 2022, Verve Therapeutics, Inc. (“Verve”), entered into an Amended and Restated Collaboration and License Agreement (the “Amendment”) with Beam Therapeutics Inc. (“Beam”), which amended the Collaboration and License Agreement entered into between Verve and Beam on April 3, 2019 (the “Original Agreement”, and as amended by the Amendment, the “Amended Agreement”). The Original Agreement provided Verve with an exclusive, worldwide, sublicensable license under certain of Beam’s base editing, gene editing, and delivery technologies for human therapeutic applications against four liver-mediated, cardiovascular disease targets, including PCSK9 and ANGPTL3, and two undisclosed gene targets (the “Undisclosed Genes”).
Pursuant to the Amendment, Beam granted Verve an exclusive, worldwide, sublicensable license under certain of Beam’s base editing technology to develop and commercialize products directed towards an additional liver-mediated, cardiovascular disease target. Verve will be responsible for the development and commercialization of products targeting such gene, subject to Beam’s opt-in right. Following the final dosing of a patient in a Phase 1 clinical trial of a licensed product for such gene, Beam has the right to opt-in to share 35% of worldwide expenses of the development of such licensed product, as well as jointly commercialize and share 35% of the profits and expenses of commercializing such licensed product worldwide. If Beam does not elect to opt-in, Beam would be entitled to receive milestones and royalties on the same basis as other collaboration products as provided in the Original Agreement.
In exchange, Verve granted to Beam an exclusive, worldwide, sublicensable, fully paid-up license under Verve’s intellectual property, including under Verve’s GalNAc-LNP delivery technology, relating to a preclinical program developed by Verve.
In addition, the Amended Agreement:
| | • | | clarifies intellectual property rights with respect to Verve’s GalNAc-LNP delivery technology; |
| | • | | grants Beam, on a target-by-target basis, the option to obtain a non-exclusive, worldwide, sublicensable license to Verve’s GalNAc-LNP delivery technology for the development and commercialization of certain base editor products, as to which Beam would owe Verve a fee upon exercise of each option, certain regulatory and commercial sale milestones as well as low single-digit royalties on net sales for base editor products using the GalNAc-LNP delivery technology; |
| | • | | terminates Verve’s rights and economic obligations under the Original Agreement with respect to the Undisclosed Genes, allowing Verve and Beam to independently develop and commercialize products directed to such gene targets; and |
| | • | | concludes other licenses that applied under the Original Agreement with respect to delivery and other technologies developed by the parties for the development and commercialization of base editor products. |
The Amendment also contains representations and warranties, covenants, and other negotiated provisions, including confidentiality obligations, customary for transactions of this nature.
The foregoing descriptions of the terms of the Amended Agreement is qualified in its entirety by reference to the full text of the Amended Agreement, a copy of which Verve intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending September 30, 2022.
