Voyager Therapeutics, Inc. 10-Q

ITEM 5. OTHER INFORMATION On November 3, 2022, we and Touchlight entered into a license agreement, or the Touchlight License Agreement, to allow for the historical use by us of a certain DNA preparation process, or the Subject DNA Preparation Process, and to authorize the prospective exploitation of TRACER Capsids that we have previously created using the Subject DNA Preparation Process. The terms of the Touchlight License Agreement include a one-time, non-refundable technology access fee of $5.0 million, payable to Touchlight during the fourth quarter of 2022. As of September 30, 2022, we determined that this technology access fee was a probable liability that could be reasonably estimated in accordance with ASC 450 Contingencies as of such date. The Company recorded the $5.0 million charge during the third quarter of 2022, accordingly. In connection with entering into the Touchlight License Agreement, Touchlight also agreed to release any potential claims against us regarding the historical use of certain of Touchlight’s intellectual property rights. If we or any of our therapeutic program licensees choose to move forward with the exploitation of TRACER Capsids created with the historical use of the Subject DNA Preparation Process, the Touchlight License Agreement obligates us to pay Touchlight future milestone payments of up to an aggregate of $850,000 per developed product utilizing such TRACER Capsids and low single-digit royalties on net sales. Unless earlier terminated, these obligations 117 Table of Contents under the Touchlight License Agreement shall expire on the earlier to occur of January 17, 2031 or a final decision by an applicable patent authority or court of competent jurisdiction invalidating or otherwise rendering the licensed patent unenforceable. The Touchlight License Agreement also obligates us to pay Touchlight low single-digit royalties on future payments received by Voyager from third parties in connection with licensing of TRACER Capsids created with the historical use of the Subject DNA Preparation Process (other than the licensing of such TRACER Capsids in the context of licensing of or collaboration on our therapeutic programs). The royalty obligations to Touchlight on payments received under agreements entered with third parties prior January 17, 2031 or the expiration or invalidation of the licensed patent are subject to step-down provisions, and no other payment obligations under the Touchlight License Agreement in relation to licensing of the relevant TRACER Capsids to third parties shall continue following January 17, 2031 or a final decision by an applicable patent authority or court of competent jurisdiction invalidating or otherwise rendering the licensed patent unenforceable. The foregoing description of the Touchlight License Agreement is qualified in its entirety by the text of such agreement, a copy of which we expect to file as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2022. ​ ITEM 6. EXHIBIT S The exhibits filed or furnished as part of this Quarterly Report are set forth on the Exhibit Index, which is incorporated herein by reference. INDEX TO EXHIBITS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incorporated by Reference to: ​ ​ ​ ​ ​ ​ ​ ​ ​ Exhibit No. Description Form or Schedule Exhibit No. Filing Date with SEC SEC File Number Filed Herewith ​ ​ ​ ​ ​ ​ ​ 10.1 ​ Employment Agreement by and between the Registrant and Peter Pfreundschuh, effective as of September 7, 2022 ​ 8-K ​ 10.1 ​ 09/07/2022 ​ 001-37625 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.2 ​ Second Amended and Restated Employment Agreement by and between the Registrant and Todd Carter, Ph.D., effective as of September 7, 2022 ​ 8-K ​ 10.2 ​ 09/07/2022 ​ 001-37625 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1 ​ Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14 or 15d-14. ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2 ​ Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14 or 15d-14. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1+ ​ Certification of Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act Rules 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.INS ​ Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 118 Table of Contents 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document . ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ + The certification furnished in Exhibit 32.1 hereto is deemed to be furnished with this Quarterly Report on Form 10-Q and will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. ​ 119 Table of Contents SIGNATURE S 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. ​ ​ ​ ​ Date: November 8, 2022 VOYAGER THERAPEUTICS, INC. ​ ​ ​ ​ ​ By: ​ /s/ Alfred Sandrock, M.D., Ph.D. ​ ​ ​ Alfred Sandrock, M.D., Ph.D. ​ ​ ​ Chief Executive Officer, President, and Director ​ ​ ​ (Principal Executive Officer) ​ ​ ​ ​ ​ By: ​ /s/ Peter P. Pfreundschuh ​ ​ ​ Peter P. Pfreundschuh ​ ​ ​ Chief Financial Officer ​ ​ ​ (Principal Financial and Accounting Officer) ​ ​ 120