Item 1.01. Entry into a Material Definitive Agreement
On December 16, 2020, Evelo Biosciences, Inc. (the "Company") entered into a
development and clinical master services agreement (the "Agreement") with Halo
Pharmaceutical, Inc. d/b/a Cambrex Whippany ("Cambrex"). Pursuant to the
Agreement, Cambrex has agreed that it will perform manufacturing process
development, manufacturing, packaging, related analytical and storage services
for the Company, as mutually agreed by the parties from time to time in work
orders. Under the terms of the Agreement, the Company has agreed to pay service
fees to Cambrex and to reimburse Cambrex for purchasing excipients, components,
consumables, raw materials, packaging and other items necessary for Cambrex to
perform the services, as mutually agreed in a work order. The Company will
supply active pharmaceutical ingredients to Cambrex to enable it to perform the
services.
At the Company's request or upon expiration or termination of the Agreement,
Cambrex has agreed to provide technical assistance to the Company, at the
Company's cost, to implement the technology transfer of the manufacturing
processes developed by Cambrex under the Agreement to the Company and of related
analytical testing methodologies to the Company or a third party designated by
the Company.
Unless earlier terminated, the Agreement will expire on the later of (i) five
years from the effective date or (ii) six months after the expiration or
termination of all work orders. The Company may terminate the Agreement or any
work order at any time upon 60 days or 5 business days, respectively, prior
written notice to Cambrex. In addition, either party may terminate for an
uncured material default or if the other party becomes bankrupt or insolvent.
The Agreement contains customary representations, warranties and covenants by
the Company, indemnification obligations of the Company and Cambrex, and other
obligations of the parties.
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