Item 1.02 Termination of a Material Definitive Agreement.
On August 5, 2019, Les Laboratoires Servier and Institut de Recherches Servier (“
Servier
”) delivered notice to Miragen Therapeutics, Inc., a Delaware corporation (the “
Company
”), that, based on a strategic review of its portfolio, Servier anticipates terminating that certain License and Collaboration Agreement (as amended, the “
Servier
Agreement
”) between the Company and Servier, effective February 1, 2020. Per the terms of the Servier Agreement, the Company shall be responsible for specified transition and termination costs related to the termination of the Servier Agreement.
In October 2011, the Company entered into the Servier Agreement with Servier for the research, development, and commercialization of RNA-targeting therapeutics in cardiovascular disease. Under the Servier Agreement, the Company granted Servier an exclusive license to research, develop, manufacture, and commercialize RNA-targeting therapeutics for certain microRNA targets in the cardiovascular field. In 2017, the Servier Agreement was amended to remove all existing targets and add one new target (miR-92). Under the Servier Agreement, Servier’s rights to each named target were limited to therapeutics in the field of cardiovascular disease and in their territory, which was worldwide except for the United States and Japan. As a result of the termination of the Servier Agreement, the Company shall regain all global rights to MRG-110, the Company’s product candidate for the treatment of heart failure, as well as surgical incisions in high risk populations, severe lacerations, and severe burns, in all indications.
The foregoing description and the information contained in Item 1.02 with respect to the Servier Agreement are not intended to be complete and are qualified in their entirety by reference to the full text of (i) the Servier Agreement, which was filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K, as filed with the U.S. Securities and Exchange Commission (the “
SEC
”) on March 14, 2019 (the “
Annual Report
”), (ii) the First Amendment to the Servier Agreement, dated as of May 13, 2013, by and between the Company and Servier which was filed as Exhibit 10.17.1 to the Annual Report, (iii) the Second Amendment to the Servier Agreement, dated as of April 10, 2014, by and between the Company and Servier which was filed Exhibit 10.17.2 to the Annual Report, (iv) the Third Amendment to the Servier Agreement, dated as of May 28, 2015, by and between the Company and Servier which was filed as Exhibit 10.17.3 to the Annual Report, (v) the Fourth Amendment to the Servier Agreement, dated as of September 22, 2016, by and between the Company and Servier which was filed as Exhibit 10.17.4 to the Annual Report, (vi) the Fifth Amendment to the Servier Agreement, dated as of May 2, 2017, by and between the Company and Servier which was filed as Exhibit 10.17.5 to the Annual Report, (vii) the Sixth Amendment to the Servier Agreement, dated as of September 27, 2017, by and between the Company and Servier which was filed as Exhibit 10.17.6 to the Annual Report, (viii) the Seventh Amendment to the Servier Agreement, dated as of April 3, 2018, by and between the Company and Servier which was filed as Exhibit 10.17.7 to the Annual Report, (ix) the Eighth Amendment to the Servier Agreement, dated as of January 21, 2019, by and between the Company and Servier which was filed as Exhibit 10.17.8 to the Annual Report, each of which is incorporated by reference herein.