Item 1.01 Entry into a Material Definitive Agreement.

On May 28, 2021, Mirati Therapeutics, Inc. ("Mirati") and Zai Lab Ltd. ("Zai") entered into a collaboration and license agreement (the "Agreement"), pursuant to which Mirati and Zai agreed to collaboratively develop MRTX849 (adagrasib) in China, Macau, Hong Kong and Taiwan (the "Licensed Territory"). Under the Agreement, Mirati granted Zai the right to research, develop, manufacture and exclusively commercialize adagrasib in all indications in the Licensed Territory, with Mirati retaining exclusive rights for the development, manufacturing and commercialization of adagrasib outside the Licensed Territory and certain co-commercialization, manufacture, and development rights in the Licensed Territory.

As consideration for the rights granted to Zai under the Agreement, Zai agreed to pay to Mirati an upfront fee of $65.0 million. Zai is also required to make milestone payments to Mirati of up to an aggregate of $273.0 million upon the achievement of specified clinical, regulatory and sales milestones. The Agreement additionally provides that Zai is obligated to pay to Mirati royalties at tiered percentage rates ranging from the high teens to low twenties percent on annual net sales of licensed products in the Licensed Territory, subject to reduction under specified circumstances.

The Agreement will terminate on a licensed product-by-licensed product basis and on a region-by-region basis in the Licensed Territory, upon the later to occur of (i) the date of expiration of the last valid claim covering such licensed product in such region, (ii) the date that is 10 years after the date of the first commercial sale in such region and (iii) the expiration date of any regulatory exclusivity for such licensed product in such region, or for a co-commercialized product on the date the parties agree to terminate such co-commercialization, or in its entirety upon the expiration of all payment obligations under this Agreement. Zai may terminate the Agreement at any time by providing 12 months' notice to Mirati. Either party may terminate the Agreement upon a material breach by the other party that remains uncured or upon certain bankruptcy events. In addition, Mirati may terminate the Agreement if Zai challenges the licensed patent rights.

The foregoing description of the terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed with the Securities and Exchange Commission as an exhibit to Mirati's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

On June 1, 2021, Mirati and Zai issued a joint press release announcing the Agreement. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit No.                                  Description

99.1                Press Release.

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).

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