ITEM 1.01 Entry into a Material Definitive Agreement
On December 20, 2022, Atara Biotherapeutics, Inc., a Delaware corporation (the
"Company"), entered into a purchase and sale agreement (the "Purchase and Sale
Agreement") by and between the Company and HCR Molag Fund, L.P., a Delaware
limited partnership ("HCR"), pursuant to which HCR agreed to pay $31,000,000 in
cash to the Company in consideration for the Company's right to receive a
portion of future royalty payments and certain milestones for EbvalloTM
(tabelecleucel) in Europe due to the Company from Pierre Fabre Medicament
("Pierre Fabre") under the terms of the Company's Commercialization Agreement
with Pierre Fabre, dated October 2021, as amended by Amendment No. 1 to the
Commercialization Agreement dated September 27, 2022 (the "Commercialization
Agreement").
Pursuant to the Purchase and Sale Agreement, within 15 business days after
notice of EbvalloTM (tabelecleucel) approval in Europe, HCR is obligated to pay
$31,000,000 to the Company. In consideration for the payment of the foregoing
amounts under the Purchase and Sale Agreement, HCR is entitled to receive a
portion of the tiered, sales-based royalties, in amounts ranging from the
mid-single digits to significant double digits, otherwise payable by Pierre
Fabre to the Company under the Commercialization Agreement. HCR is also entitled
to receive a portion of certain milestone payments otherwise payable by Pierre
Fabre to the Company under the Commercialization Agreement. The total royalties
and milestones payable to HCR are capped between 185 percent and 250 percent of
the total investment amount by HCR, dependent upon the timing of such royalties
and milestones.
The Purchase and Sale Agreement contains other customary terms and conditions,
including representations and warranties, covenants, and indemnification
obligations in favor of each party. The foregoing description of the Purchase
and Sale Agreement is a summary of the material terms, does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Purchase and Sale Agreement, which will be filed as an exhibit to the Company's
Annual Report on Form 10-K for the period ending December 31, 2022.
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