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|Item 8.01|| |
On October 20, 2020, Gritstone Oncology, Inc. (the “Company”) entered into an Option and License and Development Agreement (the “License Agreement”) with Genevant Sciences GmbH (“Genevant”). Pursuant to the License Agreement, Genevant granted the Company exclusive license rights under certain intellectual property related to Genevant’s lipid nanoparticle technology (“LNP Technology”) for a single indication, and the Company agreed to pay Genevant an initial payment of $2.0 million, up to an aggregate of $71.0 million in specified development, regulatory, and commercial milestones, and low to mid-single digit royalties on net sales of licensed products. The License Agreement expands the Company’s intellectual property rights to the LNP Technology originally obtained pursuant to its License Agreement with Arbutus Biopharma Corporation and Protiva Biotherapeutics, dated as of October 16, 2017 (as amended, the “Arbutus License”).
Pursuant to the License Agreement, Genevant also granted the Company certain options to expand the licensed field beyond the single indication. If the Company exercises any options under the License Agreement to expand the licensed field, the Company would be required to pay to Genevant additional option exercise fees, specified development, regulatory and commercial milestones and royalties on net sales of licensed products in respect of the expanded licensed field. The Company also granted to Genevant a nonexclusive license to certain intellectual property developed under the Arbutus License.
The License Agreement continues in effect until the last to expire royalty term or early termination. The License Agreement is terminable by the Company for convenience with 90 days prior written notice or immediately if based on certain product safety or efficacy or regulatory criteria. Either party may terminate the agreement for material breach, subject to a cure period, and Genevant may terminate the agreement if the Company challenges a licensed patent.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|GRITSTONE ONCOLOGY, INC.|
|Date: October 23, 2020||By:|
|Executive Vice President, Chief Financial Officer|