Item 1.01 Entry into a Material Definitive Agreement.
On
Under the terms of the Collaboration Agreement, the parties have agreed to collaborate with respect to the discovery and research of bispecific antibodies utilizing the Company's proprietary Biclonics® bispecific technology platform. The collaboration encompasses up to three (3) independent programs directed to the generation of T-cell re-directing bispecific antibodies that bind CD3 and a tumor associated antigen target selected by Eli Lilly ("Target") to be the subject of each such program.
The Company granted to Eli Lilly an exclusive, worldwide, royalty-bearing, sublicensable license, under certain patent rights and know-how to exploit certain compounds and products directed to designated Targets in combination with CD3, or directed to such designated Target(s) alone as a monospecific antibody or monospecific antibody drug conjugate, subject to rights granted by Merus to third parties under one or more existing third party agreements. Merus retains all rights not granted to Eli Lilly.
Additionally, in the case of a change of control that may adversely impact certain rights and obligations of the parties under the Collaboration Agreement, (a) the Company has agreed to terminate or transfer its rights to third parties under certain research programs and (b) Eli Lilly has the option to take over the Company's research obligations.
Eli Lilly has agreed to pay an upfront, non-refundable payment of
The Collaboration Agreement includes a three year research term for the Company to perform research and development activities, subject to two extension terms of six months at Eli Lilly's discretion. The Collaboration Agreement will continue on a product-by-product basis until Eli Lilly has no royalty payment obligations with respect to such product or, if earlier, the termination of the Collaboration Agreement or any program in accordance with the terms of the Collaboration Agreement. The Collaboration Agreement may be terminated in its entirety or on a program-by-program basis at will by Eli Lilly. The Collaboration Agreement may also be terminated by either party under certain other circumstances, including material breach, as set forth in the Collaboration Agreement. If the Collaboration Agreement is terminated with respect to one or more programs, depending on the stage of development, certain rights in the terminated programs revert to the Company, in accordance with the terms of the Collaboration Agreement.
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In connection with entering into the Collaboration Agreement, pursuant to the
Subscription Agreement, on
The Shares were issued in reliance upon an exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act"), and corresponding
provisions of state securities or "blue sky" laws, as a transaction by an issuer
not involving a public offering. Eli Lilly represented in the Subscription
Agreement that it was acquiring the Shares for its own account and not with a
view to the resale or distribution thereof in violation of the Securities Act.
Accordingly, the Shares have not been registered under the Securities Act and
may not be offered or sold in
Item 2.02 Results of Operations and Financial Condition.
The information with under the heading "Updated Financial Information" set forth under Item 8.01 of this Report is incorporated by reference into this Item 2.02.
Item 3.02 Unregistered Sales of
The information with respect to the Shares set forth under Item 1.01 of this Report is incorporated by reference into this Item 3.02.
Item 8.01 Other Events.
The Company is providing the following updates.
At-the-Market Offering
On
Updated Financial Information
As of
The Company has not completed its financial closing procedures for the three
months and year ended
Clinical Development
On
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On
In
Forward-Looking Statements
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in the Report that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation, statements regarding the parties' performance under the Collaboration Agreement, the potential economics of the Collaboration Agreement, including any payments we may receive, our cash, cash equivalents and marketable securities, and the sufficiency of our cash, cash equivalents and marketable securities and proceeds from the Private Placement and the Upfront Payment. These forward-looking statements are based on management's current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, risks related to performance of third parties under collaboration agreements, risks related to our clinical development plans and business operations, the duration and severity of the COVID-19 pandemic and the duration and scope of government recommendations and/or mandates regarding social distancing and limitation of public exposure.
These and other important factors discussed under the caption "Risk Factors" in
our Quarterly Report on Form 10-Q for the quarterly period ended
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