Beam Therapeutics Inc. 8-K

What Happened

• Beam Therapeutics Inc. announced on Feb. 12, 2026 (filing date) that it entered a Standby License Agreement dated February 9, 2026 with Kobe University and Bio Palette Co., Ltd. The agreement is intended to ensure Beam retains a direct license to certain patents if the Kobe–Bio Palette License terminates.
• Under the Standby License Agreement, at the effective time of a covered termination Kobe will grant Beam an exclusive license to practice the same patents on the same scope as Beam’s current sublicenses from Bio Palette. Financial obligations after that effective time mirror amounts Beam would otherwise pay Bio Palette under the Bio Palette–Beam License.

Key Details

• Standby License Agreement signed: February 9, 2026. Original related licenses: Kobe–Bio Palette License dated May 9, 2017; Bio Palette–Beam License dated March 27, 2019.
• The standby license is exclusive (even as to Kobe and its affiliates) and becomes effective only upon termination of the Kobe–Bio Palette License, subject to two key exceptions:
  • It will not apply if Kobe terminates due to Bio Palette’s default that is caused by Beam’s material breach of the Bio Palette–Beam License.
  • It will not apply following a change‑of‑control termination if a new license provides an equivalent standby license to Beam.
• Post‑effective‑time payments: Beam will pay Kobe amounts corresponding to what Beam would owe Bio Palette under Section 4.4 of the Bio Palette–Beam License. (Portions of the filed exhibit are redacted as confidential.)

Why It Matters

• This agreement reduces the risk that Beam would lose rights to patents it currently sublicenses through Bio Palette, helping protect its intellectual property foundation for product development and programs that rely on those patents.
• The standby license preserves continuity of rights without requiring an immediate renegotiation if the Kobe–Bio Palette relationship ends, but it does not protect Beam in cases where Beam’s own breach causes loss of the Bio Palette license. It also maintains financial obligations tied to the underlying sublicense terms.
• For investors, this is a protective, risk‑management step around critical IP; it clarifies how Beam would retain patent access and what exceptions or payment obligations would follow a termination.