On September 29, 2025 (the ?Effective Date?), Metagenomi, Inc. (the ?Company?) entered into a Non-Exclusive License Agreement (the ?Acuitas License Agreement?) with Acuitas Therapeutics, Inc. (?Acuitas?) pursuant to which Acuitas granted the Company a non-exclusive license to certain Acuitas lipid nanoparticle (?LNP?) technology, including LNP patents, formulation processes, and analytical characterization methods for manufacturing products that incorporate the Company's proprietary genome editing constructs formulated with Acuitas LNP technology, to research, develop, sell, and commercialize certain licensed products in connection with a single target as further set forth in the Acuitas License Agreement. Under the Acuitas License Agreement, the Company will pay to Acuitas (i) a license maintenance fee in the low seven figures, payable on the one year anniversary of the Effective Date and each twelve month anniversary thereafter until such time as the first patient is dosed in a Phase 1 study for a licensed product under the Acuitas License Agreement; (ii) milestone payments in the low to mid seven figures upon certain regulatory and commercialization milestones; and (iii) royalties in the low mid-single digit percentage of net sales. The Acuitas License Agreement will remain in effect on a licensed product-by-licensed product and country-by-country basis until there are no outstanding royalty payments owed to Acuitas.
Further, the Acuitas License Agreement may be terminated by either party for material breach or upon a party?s insolvency or bankruptcy, and Acuitas may immediately terminate in specified situations. Upon 30 days written notice, the Company has the right to terminate the Acuitas License Agreement at its discretion. The Acuitas License Agreement also includes customary representations and warranties, covenants and indemnification obligations.
