Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Agreement, Takeda granted to the Company, under certain of Takeda's intellectual property rights relating to alisertib, an exclusive (subject to certain retained rights of Takeda), sublicensable (under certain circumstances) license to develop, manufacture and commercialize any therapeutic or diagnostic product containing alisertib (the "Licensed Product") for the treatment, diagnosis and prophylaxis of disease in humans and animals (the "Field") globally, subject to the terms of the Agreement.
Pursuant to the Agreement, Takeda will receive an upfront payment of
Pursuant to the Agreement, subject to certain investigator-initiated studies
retained by Takeda, the Company is responsible for the research, development,
commercialization and exploitation of the Licensed Product in the Field. The
Company will conduct clinical development activities pursuant to an agreed
clinical development plan, which the Company may update in its discretion
throughout the term of the Agreement. Under the Agreement, the Company must use
commercially reasonable efforts to research, develop in accordance with the
development plan, obtain regulatory approval for and commercialize one Licensed
Product in each of
The term of the Agreement continues, unless terminated earlier, until the last-to-expire royalty term for the Licensed Product. The Company may terminate the Agreement in its entirety, in its sole discretion, on 120 days' notice to Takeda. Either party may, subject to specified cure periods, terminate the agreement in its entirety in the event of the other party's uncured material breach. Either party may also terminate the agreement under specified circumstances relating to the other party's insolvency. In addition, Takeda may terminate the Agreement in certain circumstances if the Company ceases all development, manufacturing or commercialization activities with respect to all Licensed Products for a continuous period of longer than 12 months, or if the Company challenges the enforceability or validity of any of the licensed patent rights.
The foregoing description of the Agreement does not purport to be a complete
description of the Agreement and is qualified in its entirety by reference to
the complete text of the Agreement, a copy of which will be filed as an exhibit
to the Company's Quarterly Report on Form 10-Q for the quarter ended
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