Add
TGEN to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| TGEN > SEC Filings for TGEN > Form 8-K on 9-Sep-2009 | All Recent SEC Filings |
9-Sep-2009
Entry into a Material Definitive Agreement, Termination of a Material
On September 8, 2009, Targeted Genetics Corporation (the "Company") entered into an Asset Purchase Agreement with Genzyme Corporation (the "Purchase Agreement"). Pursuant to the terms of the Purchase Agreement, the Company sold and licensed certain of its assets, including manufacturing technologies and other adeno-associated viral ("AAV") vector technology, to Genzyme Corporation ("Genzyme") for up to $7.0 million in cash (the "Sale"). The purchased assets consist primarily of patents, know-how and manufacturing-related equipment. Genzyme also received a license to certain technology and materials necessary for manufacturing AAV vectors.
As part of the Sale, the Company has agreed to work with Genzyme to transfer the acquired technology and assist Genzyme in its implementation of the technology. The Purchase Agreement provides for payments to the Company of $3.5 million within five days of the closing and an additional $3.5 million in installments payable upon successful completion of specified transfer plan deliverables. In addition, the Purchase Agreement provides for payment to the Company in the event that Genzyme sublicenses the acquired intellectual property within specified time periods and royalties in the event of commercial sales of products containing AAV vectors covered by the acquired intellectual property.
As part of the transaction, Genzyme has licensed back to the Company the AAV manufacturing and vector technology sold in the Sale for the Company's use in specified product programs, including the development and sale of products in the Company's current AAV gene therapeutic programs for the treatment of a type of blindness called Leber's Congenital Amaurosis, inflammatory arthritis and a neurodegenerative disease called Huntington's Disease. Genzyme will receive royalties from the Company in the event of any commercial sales of certain products utilizing the intellectual property licensed back to the Company.
In connection with the Sale described in Item 1.01 of this current report, the Company's post-Sale rights and obligations under the Exclusive Sublicense Agreement between the Company and Alkermes, Inc. dated June 9, 1999 and amended by an Amendment Agreement dated March 12, 2002, Amendment No. 2 dated May 29, 2003, Amendment No. 3 dated March 16, 2007 and Amendment No. 4 dated May 26, 2009 (the "Alkermes Agreement") terminated. Pursuant to an Assignment, Assumption and Novation of Agreement executed by the Company and Alkermes concurrently with the Purchase Agreement, the Company assigned the Alkermes Agreement to Genzyme, Genzyme assumed the Alkermes Agreement and Alkermes consented to the assignment and assumption.
As described in Item 1.01 of this current report, on September 8, 2009, the Company completed the sale to Genzyme of certain assets, including manufacturing technologies and other AAV vector technology, for up to $7.0 million in cash pursuant to the Purchase Agreement. The purchased assets consist primarily of patents, know-how and manufacturing-related equipment. The Purchase Agreement provides for payments to the Company of $3.5 million within five days of the closing and the remaining $3.5 million in installments upon successful completion of certain transfer plan deliverables. In addition, the Purchase Agreement provides for payment to the Company in the event that Genzyme sublicenses the acquired intellectual property within specified time periods and royalties in the event of commercial sales of products containing AAV vectors covered by the acquired intellectual property.
|
|