UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 1, 2021, Codiak BioSciences, Inc. (the “Company”) and Lonza Rockland, Inc. (“Lonza”) entered into an Asset Purchase Agreement (the “APA”) pursuant to which Lonza will acquire Codiak’s exosome manufacturing facility and related assets, and sublease the premises, located at 4 Hartwell Place, Lexington, MA 02421. As consideration for the asset purchase, the Company shall receive approximately $65.0 million worth of exosome manufacturing services for its clinical programs for four years. The closing is expected to occur within two weeks of the execution of the APA (the “Closing”). At the Closing, it is expected that certain specialized manufacturing and quality personnel of the Company will become employees of Lonza.
In connection with, and as consideration for the APA, at the Closing, the Company and Lonza shall enter into a Manufacturing Services Agreement (the “MSA”). Pursuant to the MSA, Lonza will become the exclusive manufacturing partner for future clinical and commercial manufacturing of the Company’s exosome products pipeline.
In connection with, and at the Closing, the Company and Lonza shall enter into a Licensing and Collaboration Agreement (the “License”). Pursuant to the License, the Company shall grant Lonza a worldwide, exclusive and sub-licensable license to the Company’s high-throughput exosome manufacturing intellectual property in the contract development and manufacturing field. Pursuant to the License, the Company is eligible to receive from Lonza a double-digit percentage of future sublicensing revenues. The Company shall retain its pipeline of therapeutic candidates and core exosome engineering, drug-loading expertise and related intellectual property. The companies will collaborate to establish a joint Center of Excellence for further development of exosome manufacturing technology, with a shared oversight committee. The Center of Excellence will leverage the strengths of both companies to pursue developments in exosome production, purification and analytics.
The foregoing summaries of certain terms of the APA, MSA and License do not purport to be complete and are subject to, and are qualified in their entirety by, the full text of the APA, MSA and License, which the Company plans to file as exhibits to its Annual Report on Form 10-K for the year ending December 31, 2021 and are incorporated by reference herein.
A press release announcing the foregoing transactions is attached hereto as Exhibit 99.1.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release, dated November 2, 2021, by Codiak BioSciences, Inc. and Lonza Rockland, Inc. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 2, 2021 |
Codiak BioSciences, Inc. | |||||
| By: | /s/ Douglas E. Williams | |||||
| Name: | Douglas E. Williams, Ph.D. | |||||
| Title: | Chief Executive Officer and President | |||||