Item 1.01Entry into a Material Definitive Agreement.
On
The licenses granted to the Company include licenses under AstraZeneca's patents and know-how covering the Licensed Compounds. The Company is required to use commercially reasonable efforts to conduct development activities for the Licensed Compounds, and following regulatory approval, to commercialize the Licensed Compounds. At the time of proof of clinical efficacy, AstraZeneca will have the right of first negotiation to opt-in to a strategic collaboration.
Pursuant to the License Agreement, the Company agreed to (i) make an upfront
payment to AstraZeneca of
Either party may terminate the License Agreement for the uncured material breach of the other party or in the case of the other party's insolvency. AstraZeneca may terminate the License Agreement if the Company challenges any of the licensed patents or if the Company permanently ceases development of all products subject to the License Agreement and no such product is being commercialized. The Company may terminate the License Agreement for convenience upon specified notice periods.
The foregoing description of the License Agreement is not complete and is qualified in its entirety by reference to License Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1, which is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information related to the issuance of the License Shares contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
As described in Item 1.01, pursuant to the terms of the License Agreement, the Company issued the License Shares to AstraZeneca on the Effective Date. This issuance is and will be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder. AstraZeneca represented to the Company that it is an "accredited investor" as defined in Rule 501 of the Securities Act and that the License Shares are being
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acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends will be affixed to any certificates for the License Shares.
Item 7.01Regulation FD Disclosure.
On
On
The information provided in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits. Exhibit Number Description 10.1* License Agreement, dated as ofDecember 30, 2021 , by and between theOvid Therapeutics Inc. andAstraZeneca AB . 99.1 Press Release datedJanuary 3, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K.
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