Item 1.01. Entry into a Material Definitive Agreement.
On December 26, 2019, Pulmatrix, Inc. (the "Company") entered into a License,
Development and Commercialization Agreement (the "Agreement") with Johnson &
Johnson Enterprise Innovation, Inc ("JJEI"). Under the terms of the Agreement,
the Company has granted JJEI an option to acquire (1) the Company's rights to an
intellectual property portfolio of materials and technology related to narrow
spectrum kinase inhibitor compounds and (2) an exclusive, worldwide, royalty
bearing license to PUR1800, the Company's inhaled iSPERSE drug delivery system
as formulated with one of the kinase inhibitor compounds (the "Licensed
Product"). JJEI will have three months from the later of the completion of a
Phase Ib clinical study for the Licensed Product and JJEI's receipt of audited
draft reports for a toxicology study of the Licensed Product to exercise the
option. The Company will be conducting the Phase Ib clinical study and the
toxicology study.
As consideration for the Company's entry into the Agreement, JJEI will pay a
$7.2 million upfront payment to the Company and an additional $2 million
milestone payment upon completion of the Phase 1b clinical study of the Licensed
Product. Should JJEI decide to exercise the option, the Company will be entitled
to additional payments of up to $91 million, including upon achievement of
certain development and commercial milestones, as well as royalty payments equal
to a percentage of net sales of the Licensed Product in the low single digits.
Item 8.01 Other Events.
On January 2, 2020, the Company issued a press release regarding its entry into
the Agreement. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press release dated January 2, 2020
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