Item 1.01 Entry into a Material Definitive Agreement.
License Agreement
On June 20, 2020, Agenus Inc. ("Agenus") entered into a License and
Collaboration Agreement ("License Agreement") with Betta Pharmaceuticals Co.,
Ltd. ("Betta Pharma") to collaborate on the development and commercialization of
Agenus's anti-PD-1 antibody, balstilimab, and Agenus's anti-CTLA-4 antibody,
zalifrelimab, in the People's Republic of China, Hong Kong, Macau and Taiwan
(the "Territory").
Pursuant to the terms of the License Agreement, Agenus grants Betta Pharma an
exclusive license under certain of Agenus's intellectual property rights to
develop, manufacture and commercialize zalifrelimab and balstilimab in all
fields (other than intravesical delivery) in the Territory. Betta Pharma is
responsible for all of the development, regulatory approval, manufacturing and
commercialization costs in the Territory. As part of the collaboration, Betta
Pharma has agreed to make an upfront cash payment of $15.0 million and up to
$100.0 million in aggregate milestone payments plus tiered royalties on net
sales of zalifrelimab and balstilimab in the Territory. Royalties range from
mid-single digit to low-twenties percent, subject to certain reductions under
certain circumstances as described in the License Agreement. The royalty term
shall terminate on a product-by-product and country-by-country basis on the
latest of (i) the ten (10) year anniversary of the first commercial sale of such
product in such country, (ii) the expiration of any regulatory exclusivity
period that covers such product in such country, and (iii) the expiration of the
last-to-expire licensed patent that covers such product in such country. In
addition, Betta Pharma has agreed to purchase Agenus stock valued at $20.0
million as described below.
The License Agreement includes customary representations and warranties,
covenants and indemnification obligations for a transaction of this nature. The
License Agreement became effective upon signing and will continue until all of
Betta Pharma's applicable payment obligations under the License Agreement have
been performed or have expired, or the agreement is earlier terminated. Under
the terms of the License Agreement, Agenus and Betta Pharma each have the right
to terminate the agreement for material breach by, or insolvency of, the other
party. Betta Pharma may also terminate the License Agreement in its entirety, or
on a product-by-product or country-by-country basis, for convenience upon ninety
(90) days' notice.
Stock Purchase Agreement
One June 20, 2020 and in connection with the execution of the License Agreement,
Agenus, Betta Pharma and Betta Investment (Hong Kong) Limited, a wholly-owned
subsidiary of Betta Pharma ("Betta HK"), entered into a Stock Purchase Agreement
(the "Stock Purchase Agreement" and together with the License Agreement, the
"Betta Agreements"), pursuant to which Betta HK agreed to purchase 4,962,779
shares of Agenus common stock (the "Shares") for an aggregate purchase price of
approximately $20.0 million, or $4.03 per share, which represents a 10% premium
over the 7-day volume weighted average closing price prior to signing. Betta HK
will own approximately 2.8% of the outstanding shares of Agenus common stock
after such purchase. Under the Stock Purchase Agreement, Betta HK has agreed not
to dispose of any of the Shares for a period of 12 months and to vote the Shares
in accordance with the recommendations of the Agenus board of directors for a
period of 12 months. Agenus has agreed to register the Shares for resale under
the Securities Act of 1933, as amended (the "Securities Act"). Closing under the
Stock Purchase Agreement is subject to customary closing conditions, as well as
continued effectiveness of the License Agreement and Betta HK's receipt of a
certificate of outbound investment by enterprises by the Ministry of Commerce of
the People's Republic of China, the National Development and Reform Commission
of the People's Republic of China and State Administration of Foreign Exchange
of the People's Republic of China or their local counterparts. The Stock
Purchase Agreement also includes customary representations and warranties,
covenants and indemnification obligations.
The foregoing descriptions of the Betta Agreements do not purport to be complete
and are qualified in their entirety by reference to the text of the Betta
Agreements, which will be filed as exhibits to Agenus' Quarterly Report on
Form 10-Q for the quarter ending June 30, 2020.
On June 22, 2020, Agenus issued a press release relating to the Betta
Agreements. A copy of this press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information provided above under Item 1.01 of this Current Report on Form
8-K is hereby incorporated by reference into this Item 3.02. The Shares are to
be sold to Betta HK in reliance upon an exemption from registration afforded by
Section 4(2) of the Securities Act as the transaction does not involve any
public offering. Betta HK has represented to Agenus that it is an "accredited
investor" within the meaning of Regulation D.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release issued by Agenus Inc. dated June 22, 2020
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses