UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Consistent with Denali’s previous announcement on June 5, 2023, on August 17, 2023, Denali Therapeutics Inc., (“Denali” or “we”) and Biogen MA, Inc. and Biogen International GmbH, (collectively, “Biogen”) executed an Amendment to the Definitive LRRK2 Agreement and Waiver of and Amendment to Right of First Negotiation, Option, and License Agreement (the “Amendment”). The Amendment amends two agreements entered into between Denali and Biogen, namely the Definitive LRRK2 Collaboration and License Agreement, entered into on October 4, 2020 (the “LRRK2 Agreement”), and a Right of First Negotiation, Option and License Agreement (the "ROFN and Option Agreement"), entered into on October 6, 2020. Pursuant to the Amendment, the schedule of potential milestones is amended, while maintaining the same total value of milestones that Denali is eligible to receive under the LRRK2 Agreement. In addition, and further to Denali’s previous announcement on April 12, 2023 that Biogen exercised its option to license Denali’s Antibody Transport Vehicle (ATV):Amyloid beta program (ATV:Aβ), under the Amendment, Biogen waives its option rights to the second option program and waives its rights of first negotiation for two other TV-enabled programs under the ROFN and Option Agreement. Except for the provisions of the Amendment, the LRRK2 Agreement and ROFN and Option Agreement remain in force in accordance with their terms.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which Denali intends to file as an exhibit to a subsequent filing with the Securities and Exchange Commission.
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.
| DENALI THERAPEUTICS INC. | |||||||||||
| Date: | August 21, 2023 | By: | /s/ Alexander O. Schuth | ||||||||
| Alexander O. Schuth, M.D. | |||||||||||
| Chief Operating and Financial Officer | |||||||||||