Xenon Pharmaceuticals Inc. 10-Q

Item 5. Other Information On August 6, 2021, we entered into a termination agreement with Genentech and its affiliate, F. Hoffman-La Roche Ltd., terminating by mutual agreement the collaborative research and license agreement dated December 22, 2011, as amended. Pursuant to the terms of the termination agreement, Genentech has returned, licensed or assigned to us certain intellectual property, including certain patent rights and materials related to Nav1.7 and products incorporating such compounds for all uses. Notwithstanding such termination, we remain subject to a low single-digit percentage, tiered royalty on the net sales of our Nav1.6 compounds, including XEN901, now known as NBI-921352, for a period of ten years from first commercial sale on a country-by-country basis, but the development and commercialization restrictions in epilepsy for compounds below a certain potency on Nav1.7 and in pain regardless of Nav1.7 potency have been lifted. In accordance with the license and collaboration agreement with Neurocrine Biosciences, we remain solely responsible for all payments to Genentech with respect to certain Nav1.6 compounds, including NBI-921352, licensed to Neurocrine Biosciences. In addition, we and Genentech agreed to waive our entitlement to receive future potential milestone payments of up to $1.5 million under a separate agreement with Genentech for pain genetics dated March 19, 2014, which expired in March 2018, following the receipt of Genentech’s confirmation that Genentech has stopped all activities under that program. Other than as described above, we have no further financial obligations to make potential payments to Genentech with respect to the termination agreement and no financial entitlement to receive future potential payments from Genentech with respect to either agreement. -64- Item 6. Exhibits (a) Exhibits. Exhibit Number Description of Document Incorporated by Reference Form File No. Exhibit Filing Date 10.1 Termination Agreement, dated August 6, 2021, by and among Xenon Pharmaceuticals Inc., Genentech, Inc. and F. Hoffmann-La Roche Ltd. 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a). 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a). 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350. 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350. 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 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The Certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Xenon Pharmaceuticals Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing. † Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K. # Indicates management contract or compensatory plan. -65- 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. Date: August 11, 2021 XENON PHARMACEUTICALS INC. By: /s/ Ian Mortimer Ian Mortimer President and Chief Executive Officer Date: August 11, 2021 By: /s/ Sherry Aulin Sherry Aulin Chief Financial Officer -66-