UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
In July 2014, Intellia Therapeutics, Inc. (“Intellia”) licensed from Caribou Biosciences, Inc. (“Caribou”) certain intellectual property (the “Caribou License”). On October 17, 2018, Intellia initiated an arbitration proceeding with JAMS against Caribou asserting that Caribou is violating the terms and conditions of the Caribou License, as well as other contractual and legal rights, by using and seeking to license to third parties technology covered by two patent families (described in, for instance, PCT No. PCT/US2016/015145 and PCT No. PCT/US2016/064860, and related patents and applications) relating to specific structural or chemical modifications of guide RNAs.
On September 26, 2019, Intellia announced that the arbitration panel issued an Interim Award concluding that both the structural and chemical guide RNAs modification technologies were exclusively licensed to Intellia by Caribou pursuant to the Caribou License.
After concluding that the chemical modification technology was within the scope of Intellia’s exclusive license from Caribou, the arbitration panel nevertheless noted that its decision could delay or otherwise adversely impact the development of these modified guide RNAs as human therapeutics. It also noted that Intellia currently is not using these modified guide RNAs in any of its active programs. Thus, solely with respect to the particular modified guide RNAs, the arbitration panel stated that it will declare that Caribou has an equitable “leaseback,” which it described as exclusive, perpetual and worldwide. However, the “leaseback” will be subject to terms, including Caribou’s future payments to Intellia, to be negotiated by the parties or, if unsuccessful, subject to additional arbitration proceedings.
The “leaseback” will not include the structural guide modifications intellectual property at issue in the arbitration, any other intellectual property exclusively licensed or sublicensed by Caribou to Intellia under the Caribou License (including but not limited to the foundational CRISPR/Cas9 intellectual property co-owned by University of California, University of Vienna and Dr. Emmanuelle Charpentier), or any other Intellia intellectual property.
Upon, and subject to the terms of, a final award, which will follow these negotiations between the parties and potential further legal proceedings, Caribou would be able to use the modified guide RNAs at issue for human therapeutics. Due to the death of one of the panel members, any future proceedings may require the appointment of a new arbitrator, which may delay any final resolution. Either Intellia or Caribou may challenge the arbitration panel’s decisions under limited circumstances.
Other than with regards to the technologies in dispute, the Interim Award has no effect on Intellia’s rights or Caribou’s obligations under the Caribou License. The Interim Award has no impact on any of Intellia’s current programs.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| Intellia Therapeutics, Inc. | ||||||
| Date: September 26, 2019 |
By: |
/s/ John M. Leonard | ||||
| Name: |
John M. Leonard | |||||
| Title: |
Chief Executive Officer and President | |||||