Item 1.02 Termination of a Material Definitive Agreement

On May 21, 2020, Synlogic, Inc. (the "Company") issued a press release announcing the termination of its collaboration with AbbVie S.a.r.l. Pursuant to the terms of the termination, the License Agreement by and between Synlogic, Inc. and Synlogic IBDCo, Inc. ("IBDCo"), dated as of July 16, 2015 (the "License Agreement") and the Agreement and Plan of Merger by and among AbbVie S.à.r.l., Suffolk Merger Sub, Inc., IBDCo, Synlogic, LLC, Synlogic, Inc. and the founders named therein, dated as of July 16, 2015, as amended (the "Merger Agreement") were terminated, effective as of May 20, 2020.

Upon termination of the License Agreement and the Merger Agreement, the Company regains all rights to develop the IBD Synthetic Biotic medicines previously developed with AbbVie pursuant to the License Agreement and the Merger Agreement as well as new IBD Synthetic Biotic medicines for all effectors targeting IBD.

The foregoing description of the License Agreement is not complete and is qualified in its entirety by reference to the full text of the License Agreement, a copy of which is filed as Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ending December 31, 2019 (the "Annual Report") and is incorporated herein by reference. The foregoing description of the Merger Agreement, as amended, is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, as amended by the first amendment and the second amendment to the Merger Agreement, filed as Exhibits 10.24, 10.25 and 10.26, respectively, to the Annual Report and are incorporated herein by reference.

A copy of the press release announcing the termination of the License Agreement and the Merger Agreement is filed as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:





99.1  Press Release dated May 21, 2020

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