Editas Medicine,Inc. (NASDAQ:EDIT) Files An 8-K Entry into a Material Definitive Agreement

Under the Cpf1 License Agreement, Broad also retained rights to
grant further licenses under specified circumstances to third
parties that wish to develop and commercialize products that
target a particular gene and that otherwise would fall within
the scope of the Companys exclusive license from Broad.If,
after a specified period of time, a third party requests a
license under the Cpf1 Patent Rights for the development and
commercialization of a product that would be subject to the
Companys exclusive license grant from Broad (a Third Party
Proposed Product Request), Broad may notify the Company of the
request. A Third Party Proposed Product Request must be
accompanied by a research, development and commercialization
plan reasonably satisfactory to Broad, including evidence that
the third party has, or reasonably expects to have, access to
any necessary intellectual property and funding.Broad may not
grant a Third Party Proposed Product Request (i) if the
Company, directly or through any of its affiliates,
sublicensees, or collaborators is researching, developing, or
commercializing a product directed to the same gene target that
is the subject of the Third Party Proposed Product Request (a
Licensee Product) or (ii) if the Company, directly or through
any of its affiliates or sublicensees,wishes to do so either
alone or with a collaboration partner, and the Company can
demonstrate to Broads reasonable satisfaction that the Company
is interested in researching, developing, and commercializing a
Licensee Product, that it has a commercially reasonable
research, development, and commercialization plan to do so, and
it commences and continues reasonable commercial efforts under
such plan. If the Company, directly or through any of its
affiliates, sublicensees, or collaborators, is not researching,
developing, or commercializing a Licensee Product nor able to
develop and implement a plan reasonably satisfactory to Broad,
Broad may grant a license to the third party on a gene
target-by-gene target basis.

The Cpf1 License Agreement also provides Broad with the right,
after a specified period of time and subject to certain
limitations, to designate gene targets for which Broad, whether
alone or together with an affiliate or third party, has an
interest in researching and developing products that would
otherwise be covered by rights licensed to the Company under
the Cpf1 License Agreement or the Existing License
Agreement.Broad may not so designate any gene target for which
the Company, directly or through any of its affiliates,
sublicensees, or collaborators, is researching, developing, or
commercializing a product, or for which the Company can
demonstrate to Broads reasonable satisfaction that the Company
is interested in researching, developing, and commercializing a
product, that the Company has a commercially reasonable
research, development, and commercialization plan to do so, and
the Company commences and continues reasonable commercial
efforts under such plan.If the Company directly or through any
of its affiliates, sublicensees, or collaborators, is not
researching, developing, or commercializing a product directed
toward the gene target designated by Broad and is not able to
develop and implement a plan reasonably satisfactory to Broad,
Broad is entitled to reserve all rights under the Cpf1 License
Agreement and the Existing License Agreement, including the
right to grant exclusive or non-exclusive licenses to third
parties, to develop and commercialize products directed to such
gene target and the Company will not be entitled under the Cpf1
License Agreement or the Existing License Agreement to develop
and commercialize products directed to that gene target.

Under the Cpf1 License Agreement, the Company will pay Broad
and Wageningen an aggregate upfront license fee in the mid
seven digits and issue to Broad and Wageningen promissory notes
(the Initial Promissory Notes) in an aggregate principal amount
of $10.0 million.The Initial Promissory Notes will bear
interest at 4.8% per annum.Principal and interest on the
Initial Promissory Notes will be payable on the first
anniversary of the issuance date (or if earlier, a specified
period of time following a Company sale event) and the Initial
Promissory Notes will be convertible, at the option of the
Company, into common stock of the Company subject to certain
conditions.In the event of a change of control of the Company
or a Company sale, the Company is required to pay all remaining
principal and accrued interest on the Initial Promissory Notes
in cash within a specified period following such event.

Broad and Wageningen are collectively entitled to receive
clinical and regulatory milestone payments totaling up to $20.0
million in the aggregate per licensed product approved in the
United States, European Union and Japan for the prevention or
treatment of a human disease that afflicts at least a specified
number of patients in the aggregate in the United States. If
the Company undergoes a change of control during the term of
the Cpf1 License Agreement, certain of these clinical and
regulatory milestone payments will be increased by a certain
percentage in the mid double-digits. The Company is also
obligated to make additional payments to Broad and Wageningen,
collectively, of up to an aggregate of $54.0 million upon the
occurrence of certain sales milestones per licensed product for
the prevention or treatment of a

human disease that afflicts at least a specified number of
patients in the aggregate in the United States. Broad and
Wageningen are collectively entitled to receive clinical and
regulatory milestone payments totaling up to $6.0 million in
the aggregate per licensed product approved in the United
States, European Union and Japan for the prevention or
treatment of a human disease that afflicts fewer than a
specified number of patients in the aggregate in the United
States or a specified number of patients per year in the United
States (an Ultra-Orphan Disease). The Company is also obligated
to make additional payments to Broad and Wageningen,
collectively, of up to an aggregate of $36.0 million upon the
occurrence of certain sales milestones per licensed product for
the prevention or treatment of an Ultra-Orphan Disease.

Broad and Wageningen, collectively, are entitled to receive mid
single-digit percentage royalties on net sales of products for
the prevention or treatment of human disease, and ranging from
sub single-digit to high single-digit percentage royalties on
net sales of other products and services, made by the Company,
its affiliates, or its sublicensees. The royalty percentage
depends on the product and service, and whether such licensed
product or licensed service is covered by a valid claim within
the Cpf1 Patent Rights.If the Company is legally required to
pay royalties to a third party on net sales of the Companys
products because such third party holds patent rights that
cover such licensed product, then the Company can credit up to
a mid double-digit percentage of the amount paid to such third
party against the royalties due to Broad and Wageningen in the
same period. The Companys obligation to pay royalties will
expire on a product-by-product and country-by-country basis
upon the later of the expiration of the last to expire valid
claim of the Cpf1 Patent Rights that covers each licensed
product or service in each country or the tenth anniversary of
the date of the first commercial sale of the product or
service. If the Company sublicenses any of the Cpf1 Patent
Rights to a third party, Broad and Wageningen, collectively,
have the right to receive high single-digit to low double-digit
percentages of the sublicense income, depending on the stage of
development of the products or services in question at the time
of the sublicense.

Under the Cpf1 License Agreement, Broad and Wageningen are also
entitled, collectively, to receive success payments in the
event the Companys market capitalization reaches specified
thresholds ascending from a high nine digit dollar amount to
$10 billion (Market Cap Success Payments) or a Company sale for
consideration in excess of those thresholds (Company Sale
Success Payments and, collectively with the Market Cap Success
Payments, the Success Payments). The Success Payments paid to
Broad and Wageningen collectively will not exceed, in
aggregate, $125.0 million, which maximum would be payable only
if the Company reaches a market capitalization threshold of $10
billion and has at least one product candidate covered by a
claim of a patent right licensed to the Company under either
the Cpf1 License Agreement or the Existing License Agreement
that is or was the subject of a clinical trial to development
efforts by the Company or any Company affiliate or
sublicensee.Market Cap Success Paymentsare payable by the
Company in cash or in the form of promissory notes on
substantially the same terms and conditions as the Initial
Promissory Notes, except that the maturity date of such notes
will, subject to certain exceptions, be 150 days following
issuance.Following a change in control of the Company, Market
Cap Success Payments are required to be made in cash. Company
Sale Success Payments are payable solely in cash.

In addition, in the event that a Company sale or change of
control has occurred and the maximum amount of potential
Success Payments under the Cpf1 License Agreement has not been
paid to Broad and Wageningen, Broad and Wageningen are entitled
to receive, upon the subsequent achievement of specified
regulatory milestones, percentages ranging from high single
digits to mid-to-low double digits of the remaining unpaid
maximum amount of Success Payments.Broad and Wageningen are
further entitled to receive up to the full remaining unpaid
maximum amount of Success Payments upon the subsequent
achievement of specified sales milestones.All such post-sale or
post-change of control milestone payments are required to be
made in cash.

Broad retains control of the prosecution and maintenance of the
Cpf1 Patent Rights. The Company has the right to provide input
in the prosecution of the Cpf1 Patent Rights, including to
direct Broad to file and prosecute patents in certain
countries. The Company is also obligated to reimburse Broad and
Wageningen for all unreimbursed expenses incurred by them in
connection with the prosecution and maintenance of the Cpf1
Patent Rights prior to the date of the

Cpf1 License Agreement, and to reimburse Broad for expenses
associated with the prosecution and maintenance of the Cpf1
Patent Rights following the date of the Cpf1 License Agreement.

The Company has the first right, but not the obligation, to
enforce the Cpf1 Patent Rights with respect to its licensed
products in the Exclusive Field so long as certain conditions
are met, such as providing Broad and the applicable
Institutions with evidence demonstrating a good faith basis for
bringing suit against a third party. The Company is solely
responsible for the costs of any lawsuits it elects to initiate
and cannot enter into a settlement without the prior written
consent of Broad. Any sums recovered in such lawsuits will be
shared between the Company, Broad, and Wageningen.

Unless terminated earlier, the term of the Cpf1 License
Agreement will expire on a country-by-country basis, upon the
expiration of the last to expire valid claim of the Cpf1 Patent
Rights in such country. However, the Companys royalty
obligations, discussed above, may survive expiration or
termination. The Company has the right to terminate the Cpf1
License Agreement at will upon four months’ written notice to
Broad. Either party may terminate the Cpf1 License Agreement
upon a specified period of notice in the event of the other
partys uncured material breach of a material obligation, such
notice period varying depending on the nature of the breach.
Broad may terminate the Cpf1 License Agreement immediately if
the Company challenges the enforceability, validity, or scope
of any Patent Right or assist a third party to do so, or in the
event of the Companys bankruptcy or insolvency.

Amendment and Restatement of Existing License Agreement

The Amendment excluded additional fields from the scope of the
exclusive license granted by Broad and Harvard under the
Existing License Agreement, including plant-based agricultural
products as well as, subject to certain limitations, products
providing nutritional benefits.In addition, the Amendment
excluded the following from the scope of both the exclusive and
non-exclusive licenses granted by Broad and Harvard under the
Existing License Agreement:human germline modification; the
stimulation of biased inheritance of particular genes or traits
within a population of plants or animals; the research,
development, manufacturing, or commercialization of sterile
seeds; and the modification of the tobacco plant with specified
exceptions.The Amendment also provided that the licenses
granted to the Company under the Existing License Agreement
with respect to three targets would become non-exclusive,
subject to the limitation that each of Broad and Harvard will
be permitted to grant a license to only one third party at a
time with respect to each such target within the field of the
exclusive license under the Existing License Agreement.

The Amendment also revised the provisions of the Existing
License Agreement relating to the rights of Harvard and Broad
to grant further licenses under specified circumstances to
third parties that wish to develop and commercialize products
that target a particular gene and that otherwise would fall
within the scope of the Companys exclusive license under the
Existing License Agreement, so that, after a specified period
of time, Harvard and Broad together would have rights
substantially similar to the equivalent rights possessed by
Broad under the Cpf1 License Agreement.The Amendment also
provided Harvard and Broad with rights, after a specified
period of time, substantially similar to the equivalent rights
possessed by Broad under the Cpf1 License Agreement to
designate gene targets for which the designating institution,
whether alone or together with an affiliate or third party, has
an interest in researching and developing products that would
otherwise be covered by rights licensed by Harvard and/or Broad
to the Company under the Existing License Agreement, the Cpf1
License Agreement, or the Cas9-II License Agreement.

Cas9-II License Agreement

to the Cas9-II License Agreement, Broad, on behalf of itself,
MIT, Harvard, and the University of Iowa Research Foundation
(collectively, the Cas9-II Institutions), granted the Company
an exclusive, worldwide, royalty-bearing sublicensable license
to certain of the Cas9-II Patent Rights as well as a
non-exclusive, worldwide, royalty-bearing sublicensable license
to all of the Cas9-II Patent Rights, in each case on terms
substantially similar to the licenses granted to the Company
under Cpf1 License Agreement, except that:

Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

Upon the Companys entry into the Cpf1 License Agreement, the
Company became obligated to issue the Initial Promissory
Notes.In addition, under the Cpf1 License Agreement and the
Cas9-II License Agreement, the Company has the option, subject
to specified conditions, to make Market Cap Success Payments in
the form of promissory notes.The information included in Item
1.01 of this Current Report on Form 8-K is incorporated into
this Item 2.03 of this Current Report on Form 8-K by reference.