Item 1.01. Entry into a Material Definitive Agreement.
On November 12, 2021, REGENXBIO Inc. (the "Company") entered into a Settlement
Agreement and Mutual Release (the "Settlement Agreement") with Abeona
Therapeutics Inc. ("Abeona") to resolve arbitrations and related proceedings
arising from the License Agreement dated November 4, 2018 between the Company
and Abeona, which terminated in May 2020 (the "License Agreement"), including a
special proceeding in New York state court to confirm the final arbitration
award from an arbitration initiated in May 2020 (the "Enforcement Action") and
an arbitration initiated in August 2021 (the "Second Arbitration").
Pursuant to the terms of the Settlement Agreement, Abeona will pay to the
Company a total of $30.0 million as follows: (a) $20.0 million upfront, which
has been received by the Company; (b) $5.0 million on the first anniversary of
the effective date of the Settlement Agreement; and (c) $5.0 million on the
earlier of (i) the third anniversary of the effective date of the Settlement
Agreement, or (ii) the closing of a specified type of transaction to which
Abeona or any affiliate of Abeona is a party.
Pursuant to the terms of the Settlement Agreement, subject to specified
conditions and exceptions, the parties will dismiss the Enforcement Action and
the Second Arbitration, and each party will release the other party from any and
all claims relating to the License Agreement.
The foregoing description of the terms of the Settlement Agreement does not
purport to be complete and is qualified in its entirety by the full text of such
agreement. The Company intends to file a copy of the Settlement Agreement with
its Annual Report on Form 10-K for the year ending December 31, 2021.
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