UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.02 | Termination of a Material Definitive Agreement. |
On February 7, 2024, Repare Therapeutics Inc. (the “Company”) received written notice of termination from Hoffmann-La Roche Inc. and F. Hoffmann-La Roche Ltd (collectively, “Roche”) of the collaboration and license agreement, dated June 1, 2022, by and between the Company and Roche (as subsequently amended, the “Roche Agreement”). Under the Roche Agreement, the Company granted Roche a worldwide, exclusive, sublicensable license to develop, manufacture, and commercialize camonsertib and specified other ATR (Ataxia-Telangiectasia and Rad3-related protein kinase) inhibitors (the “Licensed Products”).
Roche informed the Company in writing on February 7, 2024 that it exercised its right pursuant to Section 16.2(a) of the Roche Agreement to terminate the Roche Agreement for any reason without cause with 90 days’ prior written notice. The termination will be effective on May 7, 2024 (the “Effective Date”). On the Effective Date, the Company will regain full development, manufacturing and commercialization rights with respect to the Licensed Products.
As previously announced, the Company will receive a $40 million milestone payment from Roche related to the achievement of a specified milestone under the Roche Agreement.
Following the Effective Date, and except as disclosed above, there is no other material relationship between the Company and Roche.
The foregoing description of the material terms of the Roche Agreement is qualified in its entirety by reference to the complete text of the Roche Agreement, which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2022, as amended by the First Amendment to the Roche Agreement, which was filed as Exhibit 10.1 to the to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2022, and the Second Amendment to the Roche Agreement, which was filed as Exhibit 10.2 to the to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2022.
| Item 8.01 | Other Events. |
On February 12, 2024, the Company issued a press release announcing the termination of the Roche Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit No. |
Description | |
| 99.1 | Press Release dated February 12, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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.
| REPARE THERAPEUTICS INC. | ||
| By: | /s/ Lloyd M. Segal | |
Lloyd M. Segal President and Chief Executive Officer | ||
Dated: February 12, 2024