UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 4, 2024, CARGO Therapeutics, Inc. (the “Company”) entered into an amendment (the “Amendment”) to that certain license and supply agreement, dated June 24, 2022, with Oxford Biomedica (UK) Limited (“Oxford Biomedica”) (the “Original Agreement,” together with the Amendment, the “Amended Agreement”). Oxford Biomedica manufactures and supplies to the Company certain lentiviral vectors (“Vectors”) and grants to the Company a non-exclusive royalty-bearing license under certain of Oxford Biomedica’s intellectual property rights for the research, development, manufacture and commercialization of T-cells transduced with such Vectors (“Licensed Products”).
Pursuant to the Amended Agreement, Oxford Biomedica and the Company have agreed to an amended royalty payment structure for Vectors manufactured by Oxford Biomedica. The Company will no longer owe royalties on CRG-022 and still will owe royalties in the low single-digit percentages on the net sales of Licensed Products for Vectors used for product candidates other than CRG-022 that are manufactured by Oxford Biomedica and for any Licensed Products (including CRG-022) that are manufactured by the Company or a third-party following a Technology Transfer (as defined in the Original Agreement). The Company will pay up to $1.0 million of regulatory milestones for each target if such milestones are achieved by the Licensed Products directed to such target, except for CRG-022, for which a reduced regulatory milestone has been agreed., The Company and Oxford Biomedica have agreed a reduced commercial milestone for CRG-022.
The foregoing description of the Amended Agreement is not complete and is qualified in its entirety by reference to the Amended Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2024.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CARGO THERAPEUTICS, INC. | ||||||
| Date: March 8, 2024 | By: | /s/ Gina Chapman | ||||
| Gina Chapman Chief Executive Officer | ||||||