UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of September 2023
Commission File Number: 001-40850
Exscientia plc
(Translation of registrant’s name into English)
The Schrödinger Building
Oxford Science Park
Oxford OX4 4GE
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
INCORPORATION BY REFERENCE
This Report on Form 6-K (the “Report”) shall be deemed to be incorporated by reference into the registration statement Form S-8 (File No. 333-260315) of Exscientia plc (the “Company”) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Item 1.01 Entry Into a Material Definitive Agreement
Research Collaboration Agreement
On September 20, 2023, Exscientia AI Ltd., a wholly owned subsidiary of Exscientia plc (together, “Exscientia” or “we”) entered into a Research Collaboration Agreement (the “RCA”) with the Healthcare Business of Merck KGaA, Darmstadt, Germany (“Merck KGaA, Darmstadt, Germany”), pursuant to which we will combine our AI-driven precision drug design and discovery capabilities with the disease expertise in oncology and neuroinflammation, clinical development capabilities and global footprint of Merck KGaA, Darmstadt, Germany to develop targets under the collaboration. Three potential targets have been identified as the initial focus under the RCA.
We will be responsible for leading the design process, as well as translational and early non-clinical studies to discover development candidates based on the initial targets. Upon Merck KGaA, Darmstadt, Germany’s selection of a compound as a development candidate, Merck KGaA, Darmstadt, Germany will be solely responsible for the non-clinical studies and clinical development, manufacturing and commercialisation of such development candidate at its own cost and expense. Under the RCA, Merck KGaA, Darmstadt, Germany has agreed to use commercially reasonable efforts to obtain regulatory approval for at least one product candidate in certain major markets and to commercialise such product if it receives any such regulatory approval.
The research component of the collaboration will be overseen by a joint steering committee comprised of an equal number of representatives from us and from Merck KGaA, Darmstadt, Germany. The collaboration will also have an IP sub-committee comprised of an equal number of patent attorneys from each party that will be the liaison for intellectual property matters that arise in connection with the collaboration.
The RCA allows Merck KGaA, Darmstadt, Germany and us to identify additional targets in oncology and immunology or other mutually agreed disease areas. Should we identify additional targets for the collaboration, we would be responsible for target validation in addition to drug design.
The Collaboration and Financial Terms
Merck KGaA, Darmstadt, Germany will make an upfront cash payment of $20 million to us on signing the RCA, and we are eligible to receive up to $674 million in discovery, development, regulatory and sales-based milestones, if all milestones for all three initial programmes are achieved. Of this amount, up to $113 million is potentially payable on milestones achieved in the discovery phase of development. In addition, we will receive royalty payments ranging from mid-single-digits to low-double-digits on net sales of any products resulting from the initial three targets that are commercialised. If any additional target is identified for the collaboration, we would be eligible to receive additional milestone payments on such target.
Exclusive Licence and Intellectual Property
Pursuant to the RCA, we granted to Merck KGaA, Darmstadt, Germany a worldwide, exclusive, transferable license (with the right to grant sublicenses through multiple tiers) to the intellectual property that is necessary or reasonably useful for development or commercialisation of the target compounds and resulting products, if any, in order to develop, manufacture, commericalise and sell the target compounds and resulting products, if any. Merck KGaA, Darmstadt, Germany has the right to control the prosecution and maintenance of any patent rights related to intellectual property that is the subject of each programme.
Term and Termination
The RCA will remain in effect from September 20, 2023 until such such date that no milestone payments or royalties are, or may become, payable under the RCA, unless the RCA is terminated earlier in accordance with its terms. The RCA contains standard termination provisions, including termination by either party for material uncured breach or insolvency of the other party, by the Company if Merck KGaA, Darmstadt, Germany breaches certain obligations with respect to regulatory and commercialisation activities, and by Merck KGaA, Darmstadt, Germany for convenience. Certain of these termination rights can be exercised in respect of a given target, or in respect of the RCA as a whole. In certain circumstances, upon termination, we have the right to terminate the licences granted to Merck KGaA, Darmstadt, Germany and to pursue the development and commercialisation of the target compounds and resulting products, if any.
Other Terms
During the term of the RCA, we are subject to exclusivity obligations that limit our ability to conduct research and development or commercialisation activities (whether ourselves or in conjunction with a third party) with respect to the compounds and targets which are within the scope of the RCA.
The RCA contains standard confidentiality provisions and representations and warranties made by each party to the agreement. The parties also provide mutual indemnification under the agreement and the RCA excludes liability of either party for consequential or similar damages, except to the extent prohibited by law.
The above description of certain terms of the RCA does not purport to be complete and is qualified in its entirety by reference to the full text of the RCA, a redacted copy of which Exscientia intends to file as an exhibit to its Form 20-F for the fiscal year ending December 31, 2023.
On September 20, 2023, Exscientia issued a press release announcing the collaboration with Merck KGaA, Darmstadt, Germany, a copy of which is attached to this Form 6-K as Exhibit 99.1. The information in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
EXHIBIT INDEX
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, thereunto duly authorized.
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| | EXSCIENTIA PLC |
| | | |
| Date: | September 20, 2023 | By: | /s/ Andrew Hopkins |
| | | Name: | Andrew Hopkins |
| | | Title: | Chief Executive Officer |
Exscientia Announces AI Drug Discovery Collaboration with Merck KGaA, Darmstadt, Germany
Collaboration will leverage Exscientia’s precision design capabilities to focus on previously unsolved drug design challenges
Exscientia is eligible to receive up to $674 million in discovery, development, regulatory and sales-based milestones for three projects, in addition to single to double digit royalty payments on net sales
Up to $113 million of potential milestone payments in the discovery phase, with $20 million upfront at initiation for three projects
OXFORD, U.K. – September 20, 2023 -- Exscientia plc (Nasdaq: EXAI) today announced a new collaboration with Merck KGaA, Darmstadt, Germany focused on the discovery of novel small molecule drug candidates across oncology, neuroinflammation and immunology. The multi-year collaboration will utilise Exscientia’s AI-driven precision drug design and discovery capabilities while leveraging Merck KGaA, Darmstadt, Germany’s disease expertise in oncology and neuroinflammation, clinical development capabilities and global footprint.
Three potential first-in-class or best-in-class targets have been identified as the initial focus of the partnership. The collaboration allows Merck KGaA, Darmstadt, Germany and Exscientia to identify additional targets in oncology and immunology or other mutually agreed disease areas. Should Exscientia identify additional targets for the collaboration, the company would be responsible for target validation in addition to drug design and eligible for additional discovery milestones.
“We’re pleased that Merck KGaA, Darmstadt, Germany chose our team of experts for this AI-led drug discovery collaboration,” said Professor Andrew Hopkins FRS FMedSci, founder and Chief Executive Officer of Exscientia. We look forward to complementing their outstanding scientific acumen with our integrated technology platform and ability to generate novel data in order to address some of the hardest drug design challenges in cancer and immunology."
Under the terms of the agreement, Exscientia will receive an upfront cash payment of $20 million from Merck KGaA, Darmstadt, Germany and will be eligible for discovery, development, regulatory and sales-based milestone payments of up to $674 million in aggregate, if all milestones for all three initial programmes are achieved. If Merck KGaA, Darmstadt, Germany commercialises a therapeutic from one of the initial targets of the collaboration, Exscientia will receive tiered royalties on product sales ranging from mid-single-digits to low-double-digits. The upfront cash payment of $20 million is expected to be reflected in second half 2023 results for Exscientia as cash inflows from collaborations and recognised as revenue over the duration of the agreement.
About Exscientia
Exscientia is an AI-driven precision medicine company committed to discovering, designing and developing the best possible drugs in the fastest and most effective manner. Exscientia developed the first-ever functional precision oncology platform to successfully guide treatment selection and improve patient outcomes in a prospective interventional clinical study, as well as to progress AI-designed small molecules into the clinical setting. Our internal pipeline is focused on leveraging our precision medicine platform in oncology, while our partnered pipeline broadens our approach to other therapeutic areas. By pioneering a new approach to medicine creation, we believe the best ideas of science can rapidly become the best medicines for patients. For more information visit us on www.exscientia.ai or follow us on Twitter @exscientiaAI.
Forward-looking statements
This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including with respect to the initiation and duration of Exscientia’s collaboration with Merck and the activities undertaken in connection with the collaboration. Any statement describing Exscientia’s goals, plans, expectations, projections, intentions or beliefs is a forward-looking statement and should be considered an at-risk statement. Such statements are subject to a number of risks, uncertainties and assumptions, including those related to the success of Exscientia's collaboration with Merck. In light of these risks and uncertainties, and other risks and uncertainties that
are described in the Risk Factors section and other sections of Exscientia’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission (SEC) on March 23, 2022 (File No. 001-40850), and other filings that Exscientia makes with the SEC from time to time (which are available at https://www.sec.gov/), the events and circumstances discussed in such forward-looking statements may not occur, and Exscientia’s actual results could differ materially and adversely from those anticipated or implied thereby. Although Exscientia’s forward-looking statements reflect the good faith judgement of its management, these statements are based only on facts and factors currently known by the Company. As a result, you are cautioned not to rely on these forward-looking statements.
Investor Relations Contact:
Sara Sherman
investors@exscientia.ai
Media Contact:
Oliver Stohlmann
media@exscientia.ai
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