UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 13, 2023
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Item 1.02 Termination of a Material Definitive Agreement
On January 13, 2023, Morphic Holding, Inc. (the “Company”) received notice from Janssen Pharmaceuticals, Inc. (“Janssen”) that Janssen has elected to terminate the Research Collaboration and Option Agreement between Janssen and Morphic Therapeutic, Inc., a wholly owned subsidiary of the Company (“Morphic”), dated February 15, 2019 (as amended by Amendment No. 1 to the Research Collaboration and Option Agreement between Morphic and Janssen, dated as of December 30, 2020, and as further expanded and amended to include research to develop antibody activators for an undisclosed integrin target by Amendment No. 2 to the Research Collaboration and Option Agreement between Morphic and Janssen, dated as of June 18, 2021, the “Collaboration Agreement”). Janssen exercised its right to terminate the Collaboration Agreement for convenience. The termination will be effective within sixty days of January 13, 2023.
Under the terms of the Collaboration Agreement, Morphic granted Janssen exclusive license options on certain product candidates directed at multiple targets. The termination follows Janssen’s delivery of notice to the Company that it did not intend to exercise its options on the first two integrin targets under the Collaboration Agreement due to lack of target validation in the specific disease of Janssen’s interest. Effective upon the termination of the Collaboration Agreement, all rights and licenses granted thereunder shall immediately terminate.
The foregoing summary of the terms of the Collaboration Agreement is qualified in its entirety by reference to the Collaboration Agreement, Amendment No. 1 to the Collaboration Agreement and Amendment No. 2 to the Collaboration Agreement, which were filed as Exhibits 10.10, 10.16 and 10.17, respectively, to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
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.
| MORPHIC HOLDING, INC. | ||||||||
| Date: January 20, 2023 | By: | /s/ Marc Schegerin | ||||||
| Marc Schegerin, M.D. | ||||||||
| Chief Financial Officer and Chief Operating Officer | ||||||||