Item 1.01 Entry into a Material Definitive Agreement.

On September 23, 2022, Zai Lab (Hong Kong) Limited, a wholly-owned subsidiary of Zai Lab Limited (the "Company"), and Seagen Inc. ("Seagen") entered into a collaboration and license agreement (the "Agreement"), pursuant to which the Company and Seagen agreed to collaboratively develop and commercialize TIVDAK® (tisotumab vedotin). Under the Agreement, the Company obtained from Seagen an exclusive license to develop and commercialize TIVDAK in mainland China, Hong Kong, Macau, and Taiwan (collectively, the "Licensed Territory").

Pursuant to the terms of the Agreement, the Company will pay Seagen an upfront payment of $30.0 million, as well as development and regulatory milestone payments up to an aggregate of $78.0 million upon the achievement of specified development and regulatory milestones and sales milestone payments of up to an aggregate of $185.0 million upon the achievement of specified sales milestones. Seagen will also be eligible to receive certain royalties at tiered percentage rates ranging from mid-teens to low twenties on annual net sales of licensed products in the Licensed Territory, subject to reduction under specified circumstances.

The Agreement will remain in effect, unless earlier terminated, until the expiration of the last-to-expire royalty term for the last licensed product. The Agreement contains customary provisions for termination by either party, including in the event of a material breach by the other party that remains uncured, by the Company for convenience, for certain bankruptcy events, and by Seagen upon a challenge of the licensed patent rights.

The foregoing description of the terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which the Company intends to file as an exhibit to a subsequent periodic report or on an amendment to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the Agreement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of 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 No.                                             Description

99.1                     Press Release issued by Zai Lab Limited on September 27, 2022

104                    The cover page of this Current Report on Form 8-K is formatted in Inline XBRL

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses