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
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.
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