On September 30, 2025 (the ?Termination Date?), Metagenomi, Inc. delivered to Affini-T Therapeutics, Inc. (?Affini-T?) a notice to terminate the Development, Option and License Agreement dated June 14, 2022 (the ?Affini-T License Agreement?) by and between the Company and Affini-T (the ?Termination?), effective immediately, due to Affini-T?s making of an assignment for the benefit of creditors, as permitted pursuant to Section 12.2.3 of the Affini-T License Agreement. Under the Affini-T License Agreement, the Company and Affini-T agreed to identify, develop, or optimize certain reagents using the Company?s proprietary technology for Affini-T to use such reagents to develop and commercialize gene edited T-cell receptor (?TCR?)-based therapeutic products exclusively in the field of treatment, prevention or diagnosis of any human cancer using products with any engineered primary TCR alpha/beta T cells and non-exclusively in the field of treatment, prevention or diagnosis of any human cancer using products with certain other engineered immune cells worldwide. As a result of the Termination, the Company regained (i) full control over all intellectual property rights it had licensed to Affini-T for developing TCR-based therapeutic products that were subject to the Affini-T License Agreement; (ii) the right to freely operate in areas where it was previously restricted pursuant to the Affini-T License Agreement; and (iii) full control over the manufacture and supply of its proprietary reagents.
Effective as of the Termination Date, the Affini-T License Agreement was terminated in its entirety and the rights and licenses granted thereunder terminated in all respects. Following the Termination Date, the Company will not be entitled to receive any future payments from Affini-T pursuant to the Affini-T License Agreement.
