Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

Amendment to Option and License Agreement with Novartis Pharma AG

On September 3, 2024 (the "Amendment Effective Date"), Voyager Therapeutics, Inc. (the "Company") and Novartis Pharma AG ("Novartis") entered into an amendment (the "Amendment") to the Option and License Agreement between the Company and Novartis dated March 4, 2022 (the "Agreement").

Pursuant to the Amendment, the Company and Novartis agreed to amend the Agreement to incorporate the grant from the Company to Novartis of an additional license (the "License") to a capsid discovered through the Company's TRACER discovery platform (the "Licensed Capsid") for exclusive use with a certain gene (the "Direct License Target") to develop and commercialize the Licensed Capsid as incorporated into products containing a payload directed to the Direct License Target ("Licensed Products"). As a result of the Amendment, the Direct License Target is now deemed a Licensed Target under the Agreement, as such term is defined therein, and the License is subject to all other terms and conditions applicable to licenses granted to Novartis under the Agreement.

Novartis agreed to pay to the Company a one-time fee of $15 million in consideration for the rights granted under the Amendment. The Company is eligible to receive specified development, regulatory, and commercialization milestone payments of up to an aggregate of $130 million for the first Licensed Product to achieve the corresponding milestone. On a Licensed Product-by-Licensed Product basis, the Company is also eligible to receive (a) specified sales milestone payments of up to an aggregate of $175 million per Licensed Product and (b) tiered, escalating royalties in the mid- to high-single-digit percentages of annual net sales of each Licensed Product.

In connection with the Amendment, the parties acknowledged that Novartis' prior rights to exercise options for any initial targets and additional targets as described in the Agreement, other than those that had previously been exercised, had expired as of the Amendment Effective Date.

The foregoing description of the terms of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which the Company intends to file with the Securities and Exchange Commission as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2024.