CERTAIN TRANSACTIONS WITH RELATED PERSONS
Policies and Procedures Regarding Transactions with Related Persons
Our Board of Directors recognizes that transactions with related persons present a heightened risk of conflicts of interests and/or improper
valuation (or the perception thereof). Our Board of Directors has adopted a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly held common stock listed on the Nasdaq Stock
Market. Our related person transaction policy requires that the audit committee approve or ratify related person transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K (which are
transactions in which we were or are to be a participant and the amount involved exceeds the lesser of (i) $120,000 or (2) one percent of the average of our total assets at fiscal year-end for the last
two completed fiscal years, and in which any related person as defined under Item 404(a) of Regulation S-K had or will have a direct or indirect material interest). It is our policy that directors
interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest. Each of the transactions described below entered into following the adoption of our related person
transaction policy was approved in accordance with such policy.
Certain Related Person Transactions
Leases
In December 2016, we entered into
a lease for laboratory, office and storage facilities in Woburn, Massachusetts with ARE-MA Region No. 20, LLC, an entity affiliated with Alexandria. Joel S. Marcus, one of our directors, is executive
chairman of Alexandria. Under the lease, which was amended in November 2019, January 2020 and December 2020, and terminated in May 2021, we paid monthly base rent and operating expenses. The total rent paid under this lease was $484 thousand
and $230 thousand for the years ended December 31, 2020 and 2021, respectively. There were also early termination payments of $100 thousand in both 2020 and 2021.
Massachusetts Institute of Technology License Agreement
In December 2016, we entered into an exclusive patent license agreement, or the MIT License Agreement, with the Massachusetts Institute of
Technology, or MIT. The patents in-licensed by us from MIT pursuant to the MIT License claim inventions created by, among others, Robert Langer, one of our directors. Pursuant to MIT policy, inventors of
intellectual property invented at MIT, including the inventors of patents licensed to us under the MIT License, are entitled to a portion of the net royalty income derived by MIT from such inventions.
In July 2019, we entered into a License and Collaboration Agreement with Astellas, or the Astellas Agreement, under which we granted Astellas
an exclusive, royalty-bearing, sub-licensable, nontransferable license to certain patent rights to research, develop, manufacture, have manufactured, use, seek and secure regulatory approval for,
commercialize, offer for sale, sell, have sold and import, and otherwise exploit licensed products containing both a GSK-3 inhibitor and an HDAC inhibitor, including the product candidate FX-322, outside of the United States. Pursuant to the Astellas Agreement, we received an $80 million upfront payment in July 2019, or the Astellas Royalty Payment.
Pursuant to the MIT License Agreement, we are obligated to pay royalties and a portion of sublicensing income to MIT. We were required to pay
MIT a royalty of $16 million on the $80 million Astellas Royalty Payment. Dr. Langer is entitled to receive a portion of the amounts we pay to MIT under the MIT License, including the Astellas Royalty Payment and future milestone
payments or royalties, if any, that we may receive pursuant to the Astellas Agreement. Accordingly, Dr. Langer received $1.98 million and $0.01 million from MIT under the MIT Policy during the year ended December 31, 2020 and
2021, respectively.
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