SANGAMO THERAPEUTICS, INC. (NASDAQ:SGMO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On December28, 2017, Sangamo Therapeutics, Inc. (“Sangamo” or the “Company”) entered into a Research Collaboration and License Agreement (the “Pfizer Agreement”) with Pfizer Inc. (“Pfizer”) for the development and commercialization of potential gene therapy products that use zinc finger protein transcription factors (“ZFP-TFs”) to treat amyotrophic lateral sclerosis and frontotemporal lobar degeneration linked to mutations of the C9ORF72 gene. to the Pfizer Agreement, Sangamo will work together with Pfizer on a research program to identify, characterize and preclinically develop ZFP-TFs that bind to and specifically reduce expression of the mutant form of the C9ORF72 gene.
Sangamo has granted Pfizer an exclusive, royalty-bearing, worldwide, sublicensable license under the Company’s relevant patents and know-how to develop, manufacture and commercialize gene therapy products (“Licensed Products”) that use resulting ZFP-TFs that satisfy pre-agreed criteria. During a specified period, neither Sangamo nor Pfizer will be permitted to research, develop, manufacture or commercialize outside of the collaboration any zinc finger proteins that specifically bind to the C9ORF72 gene.
Under the terms of the Pfizer Agreement, Sangamo will receive a $12million upfront payment from Pfizer. Each party will be responsible for the cost of its performance of the research program. Pfizer will be operationally and financially responsible for subsequent development, manufacturing and commercialization of Licensed Products. Sangamo is eligible to receive up to $60million in development milestone payments from Pfizer if a Licensed Product achieves specified preclinical development, clinical development and first commercial sale milestones, and up to $90million commercial milestone payments if annual worldwide net sales of Licensed Products reach specified levels. In addition, Pfizer will pay royalties to Sangamo that are an escalating tiered, mid- to high-single digit percentage of the annual worldwide net sales of Licensed Products. These royalty payments are subject to reduction due to patent expiration, entry of biosimilar products to the market and payments made under certain licenses for third party intellectual property.
Pfizer has the right to terminate the Pfizer Agreement for any reason after a specified notice period. Each party has the right to terminate the Pfizer Agreement on account of the other party’s bankruptcy or material, uncured breach of the Pfizer Agreement. The Pfizer Agreement will terminate if Sangamo’s work under the research program does not result in the identification of any ZFP-TFs that satisfy pre-agreed criteria by a specified date or if Pfizer does not conduct certain preclinical testing by a specified date.
The foregoing disclosure is a only a summary and is qualified in its entirety by the Pfizer Agreement, a copy of which will be filed with the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December31, 2017.
About SANGAMO THERAPEUTICS, INC. (NASDAQ:SGMO)
Sangamo Therapeutics, Inc., formerly Sangamo BioSciences, Inc., is focused on translating science into genomic therapies that transform patients’ lives using the Company’s platform technologies in genome editing, gene therapy, gene regulation and cell therapy. The Company has developed technologies available for gene-based therapies. Its product pipeline includes SB-525, SB-FIX, SB-318, SB-913, SB-728-T and SB-728-HSPC. Its zinc finger nuclease (ZFN) in vivo genome editing approach is being evaluated in Phase I/II clinical trials to treat hemophilia B and lysosomal storage disorders mucopolysaccharidosis (MPS) I and MPS II. It is also conducting a Phase I/II clinical trial to evaluate its adeno associated virus (AAV) complementary deoxyribonucleic acid (cDNA) human Factor 8 gene therapy approach, SB-525, to treat hemophilia A. It has investigational new drug application for SB-525. It is also developing ZFN-mediated genome editing-based therapies for blood disorders and cancer.
