Item 1.01 Entry into a Material Definitive Agreement.
On September 30, 2022, Surrozen Operating, Inc. ("Surrozen"), a wholly-owned
subsidiary of Surrozen, Inc. (the "Company"), entered into a Collaboration and
License Agreement (the "CLA") with Boehringer Ingelheim International GmbH
("BI") to research, develop and commercialize Fzd4 bi-specific antibodies
designed using Surrozen's SWAP™ technology, including SZN-413 which Surrozen
recently nominated as a development candidate for the treatment of retinal
vascular associated diseases.
Under the terms of the CLA, BI and Surrozen will conduct collaborative research
focused on SZN-413 during a one-year period, which BI has the right to extend by
up to 6 months. After completion of the collaborative research, BI may choose
one lead and two back-up Fzd4 bi-specific antibodies. BI will have an exclusive,
royalty-bearing, worldwide, sublicensable license, under Surrozen's applicable
patents and know-how, to develop, manufacture and commercialize such antibodies
and their derivatives ("Licensed Products") for all uses, and BI shall be
responsible for all further research, preclinical and clinical development,
manufacturing, regulatory approvals, and commercialization of Licensed Products
at its expense. For five years after the effective date of the CLA, Surrozen is
prohibited from preclinically and clinically developing or commercializing Fzd4
bi-specific antibodies for any diseases of the eye, and BI is prohibited from
clinically developing or commercializing Licensed Products for any purpose other
than diseases of the eye.
Under the terms of the CLA, Surrozen will receive an upfront payment of $12.5
million and will be eligible to receive up to $586.5 million in success-based
development, regulatory, and commercial milestone payments plus mid-single digit
to low-double digit royalties on potential net commercial sales of Licensed
Products. The royalty payments will be subject to reduction due to patent
expiration, generic competition and payments made under certain licenses for
third-party intellectual property.
The CLA will continue, on a product-by-product and country-by-country basis,
until the expiration of the applicable royalty term, unless earlier terminated.
BI has the right to terminate the CLA for any reason after a specified notice
period. Each party has the right to terminate the CLA on account of the other
party's bankruptcy or material, uncured breach.
The foregoing description of the CLA and the transactions contemplated thereby
does not purport to be complete and is subject to, and qualified in its entirety
by reference to, the complete text of the CLA, which will be filed with the U.S.
Securities and Exchange Commission as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ending September 30, 2022.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses