UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 23, 2015
Spark Therapeutics, Inc
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(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-36819
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46-2654405
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3737 Market Street
Suite 1300
Philadelphia, PA
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19104
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (855) 772-7589
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement
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License Agreement with Children’s Hospital of Philadelphia
On November 23, 2015, Spark Therapeutics, Inc. (the “Company”) entered into a License Agreement (the “License Agreement”), with The Children’s Hospital of Philadelphia (“CHOP”). The License Agreement will supplement the license agreement by and between the Company and CHOP dated October 14, 2013, as subsequently amended on December 26, 2013, May 16, 2014, December 5, 2015 and October 8, 2015 (the “Original Agreement”). Pursuant to the License Agreement, and on the same terms and conditions set forth in the Original License Agreement, with additional cash consideration payable to CHOP, CHOP granted and Spark accepted a worldwide exclusive license, with the right to sublicense, to use and practice, a provisional patent application related to the production of gene therapies. The License Agreement is attached hereto as Exhibit 99.1.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit 99.1†
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License Agreement by and between Spark Therapeutics, Inc. and The Children's Hospital of Philadelphia, dated November 23, 2015.
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†
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Confidential treatment requested for certain portions, which portions have been provided separately to the Securities and Exchange Commission.
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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.
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SPARK THERAPEUTICS, INC.
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Date: November 23, 2015
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By:
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/s/ Joseph W. La Barge
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Joseph W. La Barge
General Counsel
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Exhibit Index
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Exhibit 99.1†
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License Agreement by and between Spark Therapeutics, Inc. and The Children's Hospital of Philadelphia, dated November 23, 2015.
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†
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Confidential treatment requested for certain portions, which portions have been provided separately to the Securities and Exchange Commission.
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Exhibit 99.1
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Double asterisks denote omissions.
LICENSE AGREEMENT
This License Agreement (the “Agreement”) is by and between Spark Therapeutics, Inc., a Delaware corporation having a principle place of business at 3737 Market Street, Suite 1300 Philadelphia, Pennsylvania, 19104 ("SPARK"), and The Children’s Hospital of Philadelphia®, a non-profit entity organized and existing under the laws of Pennsylvania and having a principal place of business at 34th and Civic Center Boulevard, Philadelphia, PA 19104 (“CHOP”). Each of SPARK and CHOP may be referred to herein individually as a “Party” and together as the “Parties”.
CHOP and SPARK hereby agree as follows:
1.1 CHOP has licensed certain inventions and intellectual property to SPARK in a license agreement dated October 14, 2013, as subsequently amended on December 26, 2013, May 16, 2014, December 5, 2015 and October 8, 2015 (collectively the “Original License Agreement”).
1.2 On the same terms and conditions set forth in the Original License Agreement, and for the same consideration set forth in the Original License Agreement with the exception of the equity consideration set forth in Section 6.1 of the Original License Agreement, and for the additional consideration set forth in Section 1.3 of this Agreement, CHOP hereby grants, and SPARK hereby accepts, a worldwide exclusive license in the Licensed Field (as defined in the Original License Agreement), with the right to sublicense, to use and practice:
United States Provisional Application No. [**] ("the [**] application"),
and all related patent applications filed in any country of the world that claim priority directly or indirectly to the [**] application, any patents issuing from such patent applications in any country of the world, and any continuations, divisionsals, continuations-in-part, reexaminations, reissues, substitutes, renewals or extensions thereof.
1.3 SPARK shall pay CHOP [**] dollars (US $[**]) within 30 days after execution of this Agreement.
1.4 The Effective Date of this Agreement shall be the later of (a) the last signature in the signature lines below, or (b) the date on which CHOP receives consent from the Howard Hughes Medical Institute to enter into this Agreement, if it is determined that such consent is necessary.
1.5 All Sections of the Original License Agreement, other than Section 6.1 thereof, are hereby incorporated into this Agreement as if originally set forth herein.
SIGNATURES ON FOLLOWING PAGE
IN WITNESS WHEREOF, duly authorized representatives of the Parties have duly executed this Agreement to be effective as of the Effective Date.
For THE CHILDREN’S HOSPITAL OF PHILADELPHIA:
/s/ Mary Tomlinson
11-23-2015
Signature of Authorized CHOP Official Date
Mary Tomlinson
Printed Name
Sr. Vice President, Administration
Title
Mailing Address for Notices:
The Children's Hospital of Philadelphia With copy to:
Office of Technology Transfer Office of General Counsel
Colket Translational Research Building 34th and Civic Center Blvd.
Suite 2200 Philadelphia, PA 19104
3615 Civic Center Boulevard
Philadelphia, PA 19104
Attention: Director, Technology Transfer
For SPARK THERAPEUTICS, INC.
/s/ Jeffrey D. Marrazzo
November 20, 2015
Signature of Authorized Official Date
Jeffrey D. Marrazzo
Printed Name
Chief Executive Officer
Title
Mailing Address for Notices:
Spark Therapeutics, Inc.
3737 Market Street, Suite 1300
Philadelphia, PA 19104
Attention: General Counsel