Entry into a Material Definitive Agreement

On November 10, 2022 Ionis Pharmaceuticals, Inc. (the "Company") reported that it entered into a collaboration and license agreement (the "Agreement") with Metagenomi, Inc. ("Metagenomi") to research, develop and commercialize investigational medicines for up to eight potential genetic targets using gene editing technologies (Filing, 8-K, Ionis Pharmaceuticals, NOV 10, 2022, View Source [SID1234623925]).

Under the terms of the Agreement, the Company and Metagenomi will collaborate to discover investigational medicines for up to four initial genetic targets selected by the Company, and, upon the achievement of certain development milestones, four additional genetic targets selected by the Company. The Company will have the exclusive, worldwide right to develop and commercialize products discovered pursuant to the parties’ drug discovery collaboration ("Products"), subject to a limited option exercisable by Metagenomi to co-develop and co-commercialize Products directed to a limited number of genetic targets ("Co-Co Products"). For each option exercised by Metagenomi, Metagenomi will pay the Company a license fee and the parties will negotiate a co-development and co-commercialization agreement.

In addition, each party agreed not to, independently or with any third party, develop or commercialize any product that targets the genetic targets selected by the Company and uses certain gene editing modalities for specified periods of time under the Agreement.

As payment for the grant of rights to the Company under the Agreement, the Company paid an $80 million upfront fee. The Company will also pay Metagenomi certain fees for the selection of genetic targets, and contingent on the achievement of certain development, regulatory and sales events, milestone payments and royalties. In addition, the Company will reimburse Metagenomi for certain of its costs in conducting its research and drug discovery activities under the collaboration.

The Agreement continues (a) with respect to Products on a Product-by-Product and country-by-country basis until the expiration of the last to expire royalty term with respect to a Product in the applicable country, and (b) with respect to Co-Co Products until the parties cease all exploitation of such Co-Co Products.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2022.

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