CRISPR THERAPEUTICS AG (NASDAQ:CRSP) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.Entry Into a Material Definitive Agreement

On December15, 2016, CRISPR Therapeutics AG (CRISPR) entered into
a Consent to Assignments, Licensing and Common Ownership and
Invention Management Agreement (the Invention Management
Agreement or IMA) with The Regents of the University of
California (California), University of Vienna (Vienna),
Dr.Emmanuelle Charpentier, Intellia Therapeutics, Inc., Caribou
Biosciences, Inc., ERS Genomics Ltd. (ERS), and TRACR Hematology
Ltd. (TRACR).

Under an existing license agreement (the Charpentier License),
CRISPR licenses from Dr.Charpentier certain development rights in
a patent and patent applications related to CRISPR/Cas9
technology co-owned by Dr.Charpentier. Under the Invention
Management Agreement, California and Vienna retroactively consent
to Dr.Charpentiers licensing of her rights to the CRISPR/Cas9
intellectual property to CRISPR, our wholly-owned subsidiary
TRACR, and ERS, in the United States and globally. The Invention
Management Agreement also provides retroactive consent of
co-owners to sublicenses granted by CRISPR, TRACR and other
licensees, prospective consent to sublicenses they may grant in
future, retroactive approval of prior assignments by certain
parties, and provides for, among other things, (i)good faith
cooperation among the parties regarding patent maintenance,
defense and prosecution, (ii)cost-sharing arrangements, and
(iii)notice of and coordination in the event of third-party
infringement of the subject patents and with respect to certain
adverse claimants of the CRISPR/Cas9 intellectual property.
Unless earlier terminated by the parties, the Invention
Management Agreement will continue in effect until the later of
the last expiration date of the patents underlying the
CRISPR/Cas9 technology, or the date on which the last underlying
patent application is abandoned.

Item 7.01. Regulation FD Disclosure.

On December 16, 2016 CRISPR released a press release regarding
its entry into the IMA. A copy of the press release is furnished
herewith as Exhibit 99.1.

The information in this Item 7.01 shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act except as expressly set
forth by specific reference in such a filing.

Item8.01. Other Information.

In connection with our Joint Venture Agreement with Bayer
Healthcare, LLC, and Casebia Therapeutics, LP the joint venture
created thereunder, Casebia is required to pay us an additional
$15million technology access fee based on our entry into the IMA
which allows us to commercialize CRISPR/Cas9 based therapies in
countries outside of the United States.

Item9.01.Financial Statements and Exhibits.

(d)Exhibits:

The following exhibits shall be deemed to be furnished, and not
filed:

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.

EXHIBIT INDEX

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