ITEM 1.01. Entry into a Material Definitive Agreement.
On July 6, 2021, OPKO Health, Inc. ("OPKO") entered into an Exclusive License
Agreement (the "Agreement") with CAMP4 Therapeutics Corporation ("CAMP4"),
pursuant to which OPKO granted to CAMP4 an exclusive license to develop,
manufacture, commercialize or improve therapeutics utilizing the AntagoNAT
technology, an oligonucleotide platform developed under OPKO CURNA, which
includes the molecule for the treatment of Dravet syndrome, together with any
derivative or modification thereof (the "Licensed Compound") and any
pharmaceutical product that comprises or contains a Licensed Compound, alone or
in combination with one or more other active ingredients ("Licensed Product"),
worldwide. The License grant covers human pharmaceutical, prophylactic, and
therapeutic and certain diagnostic uses.
OPKO will receive an initial upfront payment of $1.5 million and 3,373,008
shares of CAMP4's Series A Prime Preferred Stock ("Preferred Stock"), which
equates to approximately 5% of the outstanding shares of CAMP4, and is eligible
to receive up to $3.5 million in development milestone payments for Dravet
syndrome products, and $4 million for non-Dravet syndrome products, as well as
sales milestones of up to $90 million for Dravet syndrome products and up to $90
million for non-Dravet syndrome products. OPKO will also receive double digits
royalty payments on the net sales of royalty bearing products, subject to
adjustment. In addition, upon achievement of certain development milestones,
OPKO will be eligible to receive equity consideration of up to 5,782,299 shares
of Preferred Stock in connection with Dravet syndrome products and up to
1,082,248 shares of Preferred stock in connection with non-Dravet syndrome
products.
Unless earlier terminated, the Agreement will remain in effect on a Licensed
Product-by-Licensed Product and country by-country basis until such time as the
royalty term expires for a Licensed Product in a country, and expires in its
entirety upon the expiration of the royalty term for the last Licensed Product
in the last country. CAMP4's royalty obligations expire on the later of (i) the
expiration, invalidation or abandonment date of the last patent right in
connection with the royalty bearing product, or (ii) ten (10) years after a
royalty bearing product's first commercial sale in a country. In addition to
termination rights for material breach and bankruptcy, CAMP4 is permitted to
terminate the Agreement after a specified notice period.
The foregoing description of the Agreement is only a summary and is qualified in
its entirety by reference to the complete text of the Agreement, which will be
filed as an exhibit to OPKO's Quarterly Report on Form 10-Q for the period
ending June 30, 2021.
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