Cartesian Therapeutics : Termination of Material Agreement - Form 8-K

Item 1.02 Termination of a Material Definitive Agreement.

On March 8, 2024, Cartesian Therapeutics, Inc. (the "Company") received notice from Audentes Therapeutics, Inc. ("Astellas") of Astellas' termination of the License and Development Agreement, dated January 8, 2023, by and between the Company and Astellas (the "Agreement"). Such termination will become effective on June 6, 2024. Following the effectiveness of the termination, the Company will have no remaining financial commitments or liabilities related to the Company's Xork product candidate.

Under the Agreement, the Company had granted Astellas an exclusive license to the Company's IdeXork technology arising from Xork, to develop and commercialize Xork for use in Pompe disease in combination with an Astellas gene therapy investigational or authorized product. Pursuant to the Agreement, Astellas paid the Company a $10.0 million upfront payment upon signing of the Agreement, and the Company was entitled to receive up to $340.0 million in future additional payments over the course of the partnership that were contingent on the achievement of various development and regulatory milestones and, if commercialized, sales thresholds for annual net sales where Xork is used as a pre-treatment for an Astellas investigational or authorized product. The Company was also eligible for tiered royalty payments ranging from low to high single digits. Any proceeds received from milestone payments or royalties relating to Xork would have been required to be distributed to holders of the Company's contingent value rights, net of certain deductions.

The Company did not incur any early termination penalties as a result of Astellas' termination of the Agreement.