| Item 1.01. |
Entry into a Material Definitive Agreement. |
On October 3, 2022, LogicBio Therapeutics, Inc. (the “Company”) and CANbridge Care Pharma Hong Kong Limited (“CANbridge”) entered into the Amended and Restated Exclusive Research Collaboration, License and Option Agreement (the “A&R Agreement”), dated as of October 2, 2022, which amends the Exclusive Research Collaboration, License and Option Agreement, dated April 26, 2021, by and between the Company and CANbridge (the “Original Agreement”).
Under the Original Agreement, the Company granted CANbridge (a) a license to certain intellectual property rights, including those relating to sL65, the first capsid produced from the Company’s sAAVyTM platform, for the development and commercialization of gene therapy candidates for the treatment of Fabry and Pompe diseases (the “Fabry and Pompe License”), (b) options to license certain intellectual property rights, including those relating to sL65, for the development and commercialization of gene therapy candidates for two additional indications (the “Candidate Options”), and (c) an option to obtain a license to develop and commercialize LB-001 for the treatment of methylmalonic acidemia in China, Taiwan, Hong Kong and Macau (the “LB-001 Option”). In addition, the Original Agreement provided that the Company and CANbridge would collaborate to develop certain gene therapy candidates for the treatment of Fabry and Pompe diseases and, upon CANbridge’s exercise of the applicable options, the two Candidate Options, under a mutually agreed research plan.
Under the A&R Agreement, the Candidate Options and the LB-001 Option are removed as mutually agreed by both parties. Further, in connection with the Fabry and Pompe License, the A&R Agreement grants CANbridge a non-exclusive license to certain Company intellectual property rights related to manufacturing for the Fabry and Pompe programs. Additionally, under the A&R Agreement, the research plan has been amended to reflect that the full transfer of the technology pertaining to the Fabry and Pompe programs to CANbridge will be effective as of, October 31, 2022. Under the A&R Agreement, CANbridge does not have an obligation to pay or reimburse additional research expenses.
Under the Original Agreement, the Company was eligible to receive clinical, regulatory and commercial milestone payments of up to $591 million in the aggregate (assuming one product for each indication), which includes milestones relating to the Fabry and Pompe License, the Candidate Options and the LB-001 Option. Under the A&R Agreement, the Company is eligible to receive clinical, regulatory and commercial milestone payments of up to $224.5 million in the aggregate (assuming one product for each indication). In accordance with the removal of the two additional Candidate Options and LB-001 Option, milestones related thereto are removed in the A&R Agreement Under the A&R Agreement, the tiered royalty rates payable to the Company will range from low single digit to mid single digit rates and will be lower than the corresponding royalty rates set forth in the Original Agreement by a low single digit percentage point figure.
The Original Agreement included certain automatic product reversion terms, in the event of a termination of the agreement, under certain circumstances. Under the A&R Agreement, LogicBio and CANbridge will negotiate a product reversion agreement in good faith in the event of a termination of the A&R Agreement under certain circumstances.
The foregoing summary of the A&R Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of.which the Company plans to file, with confidential terms redacted, with the U.S. Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022.