Item 1.01 Entry into a Material Definitive Agreement.
On
R&D Program. Under the Agreement, during a limited term, the Company and Pfizer will conduct the R&D Program with the goals of developing the Improved Platform and generating specified Pfizer Outputs. Subject to certain rights for Pfizer to use the Improved Platform, the Company will own the Improved Platform and associated intellectual property rights; and Pfizer will own the Pfizer Outputs and associated intellectual property rights.
Licenses to Pfizer. The Company granted Pfizer a non-exclusive, worldwide license to use the Improved Platform for purposes of researching, developing, manufacturing and commercializing pharmaceutical and biopharmaceutical products (each, a "Product") and a limited-time option to convert such license to exclusive for specific applications. If Pfizer exercises its option for such an application(s) within the applicable period, then the license to Pfizer will become exclusive for Products for such application(s) (each, an "Exclusive Product" and each such application, an "Exclusive Field"); provided that Pfizer may later convert the particular application back to non-exclusive.
Rights of Company. Notwithstanding any exclusive license that may be granted by the Company to Pfizer, the Company retained the right to use and permit others to use the Improved Platform for research purposes including in any Exclusive Field.
Development, Manufacture, Regulatory and Commercialization. Pfizer will have the sole right and responsibility for the development, manufacture and commercialization of all the Products (including any Exclusive Products). The Company will provide Pfizer reasonable assistance and cooperation.
Financial Terms. Under the Agreement, Pfizer will make an upfront payment to the
Company of
In addition to the upfront payment and technical milestone payments, Pfizer has
agreed to make milestone payments to the Company upon the Products meeting
certain clinical milestones, with each Product (other than Exclusive Products)
being eligible for milestone payments up to
Term and Termination. Unless earlier terminated, the Agreement remains in effect until the expiration of the Royalty Term for all Products. The Agreement is subject to customary termination provisions including termination by a party for the other party's uncured, material breach. Additionally, Pfizer may terminate the Agreement with specified prior notice, for any or no reason.
The Agreement includes certain other customary terms and conditions, including mutual representations and warranties, indemnification and confidentiality provisions.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreement. A
copy of the Agreement will be filed as an exhibit to the Company's Annual Report
on Form 10-K for the period ended
--------------------------------------------------------------------------------
Exhibit No. Description 104 Cover Page Interactive Data File (formatted as Inline XBRL)
--------------------------------------------------------------------------------
© Edgar Online, source