Current Report Filing (8-k)
December 09 2016 - 4:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 6, 2016
ADVERUM BIOTECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-36579
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20-5258327
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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1035 OBrien Drive
Menlo Park, CA 94025
(Address of principal executive offices, including Zip Code)
Registrants telephone number, including area code: (650)
272-6269
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR 240.14a12)
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Pre-commencement
communication pursuant to Rule 14d2(b) under the Exchange Act (17 CFR 240.14d2(b))
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Pre-commencement
communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e4(c))
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Item 1.02
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Termination of a Material Definitive Agreement
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On December 6, 2016, Adverum
Biotechnologies, Inc. (the
Company
), the parent company of Annapurna Therapeutics SAS (
Annapurna
), delivered a notice to Cornell University (
Cornell
) to terminate the Amended and Restated
Master Services Agreement, dated July 15, 2014, between Annapurna and Cornell (the
MSA
). Under the MSA, among other services, Cornell agreed to produce therapeutic materials for use in the Companys clinical studies of
ADVM-043,
the Companys product candidate for the treatment of
alpha-1
antitrypsin (
A1AT
) deficiency. The Company is exercising its right pursuant to
Section 8.02(i) of the MSA to terminate the MSA for breach as a result of Cornells failure to deliver therapeutic material suitable for use in human patients.
The termination will be effective on January 6, 2017 (the
Effective Date
), unless Cornell cures its breaches of the
MSA prior to that date. The Company does not anticipate that Cornell will be able to cure such breaches by the Effective Date.
The
material terms of the MSA were previously described in the Companys definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on April 7, 2016, and in the Companys quarterly reports on
Form 10-Q
for the periods ended June 30, 2016 and September 30, 2016, which descriptions are incorporated herein by reference. In addition, the above description of the MSA is qualified in its
entirety by reference to the text of the agreement, which was filed as an exhibit to the Companys quarterly report on Form
10-Q
for the period ended June 30, 2016.
Other Material Relationships between the Company or its affiliates and Cornell
Annapurna Therapeutics Limited, a subsidiary of Annapurna and the Company, is also party to three separate licensing agreements with Cornell
pursuant to which Annapurna Therapeutics Limited holds, respectively, (i) an exclusive license to certain technology related to A1AT deficiency and rights to an Investigational New Drug application to initiate clinical studies of a gene therapy
for A1AT, (ii) an exclusive license to certain technology related to hereditary angioedema (
HAE
) and a
non-exclusive
license to certain other intellectual property related to the HAE
program and (iii) an exclusive license to certain patents related to allergens and a
non-exclusive
license to certain other technology related to allergens. Termination of the MSA will not result in the
termination of any of these licenses, which will continue to remain
in-effect
after the Effective Date.
Dr. Ron Crystal, Chairman of Genetic Medicine, the Bruce Webster Professor of Internal Medicine and a Professor of Genetic Medicine and
of Medicine at Cornell Universitys Weill Cornell Medical College, has served as a consultant to Annapurna since inception and continues to provide services to the Company for annual compensation of up to $0.3 million. Dr. Crystal
also owns common shares of the Company. Dr. Crystal does not have significant influence on the Companys operations.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Date: December 9, 2016
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ADVERUM BIOTECHNOLOGIES, INC.
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By:
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/s/ Leone Patterson
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Leone Patterson, Chief Financial Officer
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