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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