Form 8-K for BLUEBIRD BIO, INC.
Entry into a Material Definitive Agreement
Upon commercialization of our products covered by the in-licensed intellectual property, which we expect would include our Lenti-D and LentiGlobin product candidates, we will be obligated to pay Pasteur a percentage of net sales as a royalty. This royalty varies depending on the indication of the product but in any event is in the low single digits. In addition, starting in 2016 we must make an increased annual maintenance payment which is creditable against royalty payments on a year-by-year basis.
Under the License Agreement, as amended by the Amendment, we have the right to grant sublicenses to third parties. For the first sublicense including a product targeting ALD (including CCALD and AMN), or ?-hemoglobinopathies (including ?-thalassemia, and SCD), we must pay Pasteur an additional payment of �3.0 million. If we receive income (cash or non-cash) in connection with sublicenses for products targeting indications other than ALD (including CCALD and AMN), or ?-hemoglobinopathies (including ?-thalassemia and SCD), we must pay Pasteur a percentage of such sublicense income in the low single digits if the sublicense also includes licenses to intellectual property controlled by bluebird, and a percentage of sublicense income in the mid-range double digits if the sublicense does not include licenses to intellectual property controlled by bluebird.
The foregoing description of the Amendment does not purport to be a complete statement of the parties’ rights under the Amendment and the License Agreement and is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed as an Exhibit to bluebird’s quarterly report on Form 10-Q for the quarter ended March 31, 2015.