Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Letter Agreement, Alnylam will be responsible for conducting
pre-clinical research activities set forth in the existing workplan for the
selected COV Target (the "COV Workplan") at its discretion and sole expense, and
the Company will have no obligation to reimburse Alnylam for any share of costs
incurred by Alnylam in conducting activities under the COV Workplan prior to the
effective date of the Letter Agreement and after
The Company will no longer have a pre-agreed Program Option (as defined in the Alnylam Agreement), but, if Alnylam selects a development candidate arising from the COV Workplan, the Company and Alnylam have agreed to negotiate in good faith an agreement between the parties with respect to the applicable COV Target and RNAi products directed thereto. If Alnylam terminates the COV Workplan, does not select a development candidate or the parties are unable to agree upon the terms of a definitive agreement relating to such COV Target, then the applicable COV Target (and related RNAi program) shall be treated in a similar way to a program for which the Company had declined its Program Option, and shall cease to be included within the Alnylam Agreement and all rights to the RNAi program directed to the applicable COV Target will revert to Alnylam.
The foregoing description of the Letter Agreement does not purport to be
complete and is qualified in its entirety by reference to the full and complete
terms of the Letter Agreement, a copy of which will be filed as an exhibit to a
subsequent filing with the
--------------------------------------------------------------------------------
© Edgar Online, source