| Item 1.01 | Entry into a Material Definitive Agreement. |
Agreements with Alkermes
On November 15, 2023, Alkermes plc (“Alkermes”) completed the previously announced separation (the “Separation”) of its oncology business into Mural Oncology plc (“Mural”), a new, independent, publicly-traded company. The Separation was effected by means of a distribution of all of the outstanding ordinary shares of Mural to Alkermes’ shareholders (the “Distribution”), in which each of Alkermes’ shareholders received one ordinary share, nominal value $0.01 per share, of Mural for every ten ordinary shares, par value $0.01 per share, of Alkermes held by such shareholder as of the close of business on November 6, 2023, the record date for the Distribution. The effective time of the Distribution was 12:01 a.m. on November 15, 2023. As a result of the Separation and Distribution, Mural became an independent public company and will commence regular way trading under the symbol “MURA” on the Nasdaq Global Market on November 16, 2023.
In connection with the Separation, on November 13, 2023, Mural or Mural Oncology, Inc., a wholly-owned subsidiary of Mural (“Mural Subsidiary’), as applicable, entered into certain agreements with Alkermes or Alkermes, Inc., a wholly-owned subsidiary of Alkermes (“Alkermes Subsidiary”), as applicable, to provide a framework for Mural’s relationship with Alkermes following the Separation, including, among others, the following agreements:
| | • | | Employee Matters Agreement |
| | • | | Alkermes Transition Services Agreement |
| | • | | Mural Transition Services Agreement |
A summary of each of the foregoing agreements can be found in the section entitled “Certain Relationships and Related Person Transactions—Relationships with Alkermes—Agreements with Alkermes” of the Information Statement, dated October 31, 2023, filed as Exhibit 99.1 to this Current Report on Form 8-K (the “Information Statement”), and is incorporated into this Item 1.01 by reference. In addition, the descriptions of the foregoing agreements are qualified in their entirety by reference to the complete terms and conditions of those agreements, which are attached as Exhibits 2.1, 10.1, 10.2, 10.3, and 10.4, respectively, to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Lease Assumption Agreement
In connection with the Separation, Alkermes Subsidiary entered into an assignment and assumption of lease agreement (the “Lease Assumption Agreement”) with Mural Subsidiary, dated as of November 13, 2023, pursuant to which Alkermes Subsidiary assigned to Mural Subsidiary an operating lease for approximately 180,000 square feet of corporate office space, administrative areas and laboratories at 850 and 852 Winter Street in Waltham, Massachusetts, which includes 34,000 square feet of laboratory space (as amended, the “Winter Street Lease”). Under the terms of the Lease Assumption Agreement, Mural Subsidiary assumed all of Alkermes Subsidiary’s obligations under the Winter Street Lease.
A summary of the Winter Street Lease can be found in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and commitments” in the Information Statement, and is incorporated into this Item 1.01 by reference. In addition, the descriptions of the Winter Street Lease and the Lease Assumption Agreement are qualified in their entirety by reference to the complete terms and conditions of such agreements, which are attached as Exhibits 10.8 and 10.9, respectively, to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
