Item 1.01. Entry into a Material Definitive Agreement.
MIT License Amendment
On June 12, 2020, Selecta Biosciences, Inc. (the "Company") entered into the
Fifth Amendment (the "MIT Amendment") to the Exclusive Patent License Agreement
by and between the Company and the Massachusetts Institute of Technology ("MIT")
(the "MIT Agreement"), which is effective as of May 15, 2020. Pursuant to the
MIT Amendment, certain of the Company's diligence obligations were extended,
including a diligence obligation to commence a Phase 3 trial for a licensed
product by a specific date in the second quarter of 2021. Additionally, certain
of the Companies' development and regulatory milestones and payments upon
achievement of such milestones were adjusted.
The foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the MIT Amendment, which will be filed with the
Company's Quarterly Report on Form 10-Q to be filed for the quarter ending June
30, 2020.
Item 8.01 Other Items.
On June 13, 2020, Selecta Biosciences, Inc. (the "Company") and Sarepta
Therapeutics, Inc., a Delaware corporation, ("Sarepta") entered into a Research
License and Option Agreement (the "Sarepta Agreement"). Pursuant to the Sarepta
Agreement, the Company will grant Sarepta a license under the Company's
intellectual property rights covering the Company's antigen-specific
biodegradable nanoparticle encapsulating the immunomodulator rapamycin
("ImmTOR") to research and evaluate ImmTOR in combination with Sarepta's
adeno-associated virus ("AAV") gene therapy technology, or gene editing
technology, using viral or non-viral delivery (the "Product"), to treat Duchenne
Muscular Dystrophy and certain Limb-Girdle Muscular Dystrophy subtypes (the
"Indications"). Sarepta will have an option term of 24 months during which it
can opt-in to obtain an exclusive license to further develop and commercialize
the Product to treat at least one Indication, with a potential to extend the
option term if Sarepta pays an additional fee to the Company. The Company will
supply ImmTOR to Sarepta for clinical supply on a cost-plus basis.
Sarepta will pay an up-front payment to the Company upon signing of the Sarepta
Agreement, and the Company is eligible to receive additional preclinical
payments under the option term. If Sarepta opts-in to an exclusive license
agreement, the Company could receive option exercise payments per Indication
upon execution of the exclusive license, and the Company would be entitled to
significant development and commercial milestones and tiered royalties ranging
from the mid-to-high single digits based on net sales.
Sarepta may terminate the Sarepta Agreement for any reason upon 30 days' written
notice to the Company. The Sarepta Agreement contains other customary terms and
conditions, including representations and warranties, covenants, termination,
and indemnification obligations in favor of each party.
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