Item 1.01 Entry into a Material Definitive Agreement.
On March 23, 2021, Surface Oncology, Inc. (the "Company") entered into an
Exclusive Product License Agreement (the "License Agreement") with Vaccinex,
Inc. ("Vaccinex"). Pursuant to the License Agreement, Vaccinex granted the
Company a worldwide, exclusive, sublicensable license to make, have made, use,
sell, offer to sell, have sold, import, and otherwise exploit licensed products
that incorporate certain Vaccinex intellectual property which covers certain
antibodies, including the antibody SRF114 targeting CCR8 (the "Licensed
Products"). Under the License Agreement, the Company is obligated to use
commercially reasonable efforts to develop, clinically test, achieve regulatory
approval, manufacture, market and commercialize at least one Licensed Product
and the Company has the sole right to develop, manufacture and commercialize the
Licensed Products worldwide. The Company is responsible for all costs and
expenses of such development, manufacturing and commercialization.
Pursuant to the License Agreement, the Company paid Vaccinex a one-time fee of
$850,000. Vaccinex is eligible to receive up to an aggregate of $3,500,000 based
on achievement of certain clinical milestones and up to an aggregate of
$11,500,000 based on achievement of certain regulatory milestones per Licensed
Product. The Company also owes low single digit royalties on global net sales of
any approved Licensed Products. Commencing on the third anniversary of the date
of the License Agreement and continuing until the first dosing of a Licensed
Product in a clinical trial, the Company will be required to pay Vaccinex a
nominal yearly maintenance fee.
The License Agreement contains certain customary representations and warranties
and indemnification obligations of each of the Company and Vaccinex.
The Company may terminate the License Agreement for convenience upon the notice
period specified in the License Agreement. Either party may terminate the
License Agreement for an uncured material breach by the other party. Vaccinex
may terminate the License Agreement if the Company defaults on any payments owed
to Vaccinex under the License Agreement, if the Company is in material breach
of, and fails to cure, its development obligations, or institutes certain
actions related to the licensed patents. In the event of termination, all rights
in the licensed intellectual property would revert to Vaccinex.
The above description of the License Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the License
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 March 31, 2021, with
confidential portions redacted, and will be incorporated by reference herein.
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