AEGLEA BIOTHERAPEUTICS, INC. (NASDAQ: AGLE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On November 26, 2018, we entered into a master services agreement (the “MSA”) with Fujifilm Diosynth Biotechnologies UK Limited (“FDBK”), Fujifilm Diosynth Biotechnologies Texas, LLC (“FDBT”), and Fujifilm Diosynth Biotechnologies U.S.A., Inc. (“FDBU” and together with FDBK and FDBT, “Fujifilm”), which became effective as of November 26, 2018.Under the MSA, Fujifilm will provide research, development, testing and manufacturing services of certain of our products, which are or will be designated as programs to scope of work agreements.
The fees for such services are or will be set out in each scope of work agreement. We may pay additional fees in consideration of certain research and development and technical consultancy services in relation to the procurement, testing and management of consumables, subcontracted work (including delivery of material to and from such subcontractors), process-specific equipment (including installation and qualification thereof), modifications and special waste.
The MSA also contains customary limitations on liabilities and indemnification obligations of the Company and Fujifilm. Either party may terminate the MSA by giving six (6) months written notice to the other party, provided there are no uncompleted programs existing at the date such notice is given, or upon material breach. We may also be required to pay Fujifilm cancellation fees in the event that we decide to terminate any scope of work prior to its completion, calculated as a percentage of the fees payable under the applicable scope of work agreement. Additionally, upon providing written notice, we may cancel certain stages or programs for convenience, and Fujifilm may terminate for certain unforeseen technical errors.
We expect to file the MSA as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and may seek confidential treatment for certain terms and provisions of the MSA. The foregoing description is qualified in its entirety by reference to the complete text of the MSA, when filed.