Item 1.01. Entry into a Material Definitive Agreement.
As previously reported,
Forward-Looking Statements
Statements contained in this current report on Form 8-K regarding matters that
are not historical facts are "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Words such as "might,"
"any," "expect" and similar expressions (as well as other words or expressions
referencing future events, conditions or circumstances) are intended to identify
forward-looking statements. These statements include those related to the
Company and Merck potentially reaching agreement on the terms of a modified
collaboration; any extension of the research phase of the collaboration; and
other statements that are not historical fact. Because such statements deal with
future events and are based on the Company's current expectations, they are
subject to various risks and uncertainties, and actual results, performance or
achievements of the Company could differ materially from those described in or
implied by the statements in this current report on Form 8-K. These
forward-looking statements are subject to risks and uncertainties, including,
without limitation, the risks that Merck may elect not to extend the research
phase of the collaboration and the Company may otherwise be unable to reach
agreement with Merck on the terms of a modified collaboration and, regardless of
whether the Company and Merck reach agreement on the terms of a modified
collaboration, the Company expects that Merck will not provide research funding
for certain of NGM's product candidates and the Company's collaboration with
Merck involves numerous other risks, any of which could materially and adversely
affect the Company's business and financial condition; the sufficiency of the
Company's cash resources and need for additional capital; and other risks and
uncertainties affecting the Company, its development programs and its
collaboration with Merck, including those discussed in the section titled "Risk
Factors" in the 2020 10-K and future filings and reports that the Company makes
from time to time with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Letter Agreement, dated as ofMarch 12, 2021 , by and betweenMerck Sharp & Dohme Corp. andNGM Biopharmaceuticals, Inc.
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