UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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On March 2, 2025, Arbutus Biopharma Corporation (the “Company”) and Genevant Sciences GmbH, as assignee of Genevant Sciences Ltd. (“Genevant”), entered into an agreement (the “Agreement”) related to that certain Cross License Agreement, dated as of April 11, 2018, by and between the Company and Genevant, as amended. Pursuant to the Agreement, the Company and Genevant memorialized their mutual intent and agreed that the Company be entitled to any award of damages in (or any proceeds of settlement of) certain pending patent litigation against Moderna, Inc. and certain affiliates that is specifically allocated to infringing acts related to Moderna’s vaccine for respiratory syncytial virus known as mRESVIA and that, in the event there is no such specific allocation to mRESVIA, they will discuss an appropriate allocation in good faith.
The foregoing summary is qualified by the complete Agreement, which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
On March 3, 2025, the Company provided notice to Moderna that the Company was terminating the Non-Exclusive License Agreement, dated as of October 12, 2016 (the “Sublicense Agreement”), by and between Acuitas Therapeutics Inc. and ModernaTX, Inc., an affiliate of Moderna, Inc. (“ModernaTX”), in its capacity as an express third-party beneficiary, for material breach of the Sublicense Agreement. Specifically, the Company claims ModernaTX owes certain milestone and royalty payments, and ModernaTX’s failure to remit such milestone payments and royalty payments constitutes a material breach of the Sublicense Agreement. Under the Sublicense Agreement, ModernaTX has sixty (60) days to cure its material breach, and, if ModernaTX does not cure this breach within the specified time-period, including by paying any milestone or ongoing royalty payments owed, the Company’s termination of the Sublicense Agreement shall be effective as of the notification date.
On March 3, 2025, the Company and Genevant filed five international lawsuits seeking to enforce patents protecting their innovative lipid nanoparticle technology against Moderna, Inc., ModernaTX, and certain affiliates.
On March 3, 2025, the Company issued a press release announcing the foregoing lawsuit filings. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein.
(d) Exhibits
| Exhibit Number | Description | |||
| 10.1 | Agreement, dated March 2, 2025, by and between Arbutus Biopharma Corporation and Genevant Sciences GmbH | |||
| 99.1 | Press Release dated March 3, 2025 | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Arbutus Biopharma Corporation | ||
| Date: March 3, 2025 | By: | /s/ David C. Hastings |
| David C. Hastings | ||
| Chief Financial Officer | ||