CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Certain Relationships and Transactions
Other than
compensation arrangements for our directors and named executive officers, which are described elsewhere under the Executive Officer and Director Compensation section of this proxy statement, below we describe transactions since January 1, 2018
to which we were a party or will be a party, in which:
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the amounts involved exceeded or will exceed $120,000; and
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any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the
immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.
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Caribou Biosciences, Inc.
Relationships with Caribou
Caribou Therapeutics Holdco, LLC, a holding company owned and managed by Caribou Biosciences, Inc. (Caribou), was a
greater-than-5%
stockholder in our company as of December 31, 2018.
License Agreement
In July 2014, we entered into a license agreement with Caribou, as subsequently amended and supplemented, for an exclusive, worldwide license for human
therapeutic, prophylactic, and palliative uses, except for anti-fungal and anti-microbial uses, as well as companion diagnostics to our product or product candidates, defined in the license agreement as our field of use, of any CRISPR/Cas9-related
patents and applications owned, controlled or licensed by Caribou. The license agreement also included exclusive rights in our field of use to any CRISPR/Cas9-related IP developed by Caribou after July 16, 2014 and through a
cut-off
date, which has occurred. We also granted Caribou an exclusive, royalty-free, worldwide license, with the right to sublicense, to any CRISPR/Cas9 patents, patent applications and
know-how
in Caribous retained fields of use owned or controlled by us between July 16, 2014 and a
cut-off
date, which has occurred. The term of the Caribou license
is until the expiration of the
last-to-expire
patent right that is licensed to either party.
Invention Management Agreement
On December 15,
2016, we entered into a Consent to Assignments, Licensing and Common Ownership and Invention Management Agreement, with The Regents of the University of California, University of Vienna, Dr. Emmanuel Charpentier, Caribou, CRISPR Therapeutics
AG, ERS Genomics Ltd. and TRACR Hematology Ltd. (the Invention Management Agreement). Under the Invention Management Agreement, Dr. Charpentier retroactively consented to The Regents of the University of California and
University of Viennas CRISPR/Cas9 license to Caribou, as well as Caribous sublicensing to Intellia certain of its rights to CRISPR/Cas9 IP
co-owned
by The Regents of the University of California,
University of Vienna and Dr. Charpentier (UC/Vienna/Charpentier), subject to the restrictions of our license from Caribou. Under the agreement, the parties commit to maintain and coordinate the prosecution, defense and
enforcement of the UC/Vienna/Charpentier CRISPR/Cas9 patent portfolio worldwide, and each of the
co-owners
of the IP grants cross-consents to all existing and future licenses and sublicenses of the rights of
another
co-owner. The
Invention Management Agreement also includes retroactive approval by certain parties of certain prior assignments of interests in patent rights to other parties, and provides for,
among other things, (i) good faith cooperation among the parties regarding patent maintenance, defense and prosecution, (ii) cost-sharing arrangements, and (iii) notice of and coordination in the event of third-party infringement of
the subject patents. Unless earlier terminated by the parties, the Invention Management Agreement will continue in effect until the later of the last expiration date of the UC/Vienna/Charpentier patents underlying the CRISPR/Cas9 technology, or
the date on which the last underlying patent application is abandoned.
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