Item 1.01 - Entry into a Material Definitive Agreement.
On October 19, 2020, ImmunoGen, Inc. (also referred to as "we", "our", "us", or
"ImmunoGen") and Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. ("Huadong"),
a subsidiary of Huadong Medicine Co., Ltd., entered into a Collaboration and
License Agreement (the "License Agreement"), pursuant to which we granted
Huadong the exclusive right to develop and commercialize mirvetuximab
soravtansine (the "Licensed Product") in the People's Republic of China, Hong
Kong, Macau, and Taiwan (collectively, "Greater China"). ImmunoGen will retain
exclusive rights to the Licensed Product outside of Greater China.
Under the terms of the License Agreement, we are entitled to receive a
non-refundable $40 million upfront payment and up to $265 million in milestone
payments upon achievement of certain development and regulatory objectives in
the US and in Greater China and for the achievement of certain annual net sales
levels of the Licensed Product in Greater China. In addition, Huadong will be
obligated to pay ImmunoGen tiered percentage royalties ranging from low double
digits to high teens as a percentage of commercial sales of the Licensed Product
by Huadong in Greater China, subject to adjustment in specified circumstances.
Huadong will be responsible for costs related to the development of the Licensed
Product in Greater China.
Pursuant to the terms of the License Agreement, Huadong will be responsible for
conducting all development and commercialization activities in Greater China
related to the Licensed Product except in limited circumstances. In addition,
under the License Agreement, each party has granted the other party specified
intellectual property licenses to enable the other party to perform its
obligations and exercise its rights under the License Agreement. Unless
otherwise agreed to by the parties, Huadong will not conduct or otherwise
participate in the development or commercialization of any product that
specifically binds to folate receptor-alpha, other than the Licensed Product, in
Greater China. In addition, ImmunoGen has granted Huadong a right of first
negotiation if in the future ImmunoGen determines to enter into an agreement to
grant a third party rights in Greater China to develop or commercialize a
product, other than the Licensed Product, that specifically binds to folate
receptor-alpha.
The License Agreement may be terminated by either party for a material breach by
the other, subject to notice and cure provisions, or in the event of the other
party's insolvency. Unless earlier terminated, the License Agreement will
continue in effect until the expiration of Huadong's royalty obligations, which
are determined on a country-by-country basis within Greater China. Huadong may
terminate the License Agreement in its entirety for convenience by providing 12
months' written notice to ImmunoGen prior to receipt of regulatory approval in
Greater China and 18 months' notice thereafter. In addition, ImmunoGen may
terminate the License Agreement under specified circumstances if Huadong
challenges ImmunoGen's patent rights or if, following regulatory approval of the
Licensed Product in the U.S. or E.U., Huadong fails to conduct any material
development or commercialization activities with respect to the Licensed Product
for a specified period of time, subject to certain specified exceptions.
We have made customary representations and warranties, and have agreed to
customary covenants, including, without limitation, indemnification, for
transactions of this type.
The foregoing description of the License Agreement does not purport to be
complete and is qualified in its entirety by reference to such agreement, a copy
of which the Company expects to file as an exhibit to its Annual Report on Form
10-K for the year ended December 31, 2020.
Item 7.01 - Regulation FD Disclosure.
On October 19, 2020, the Company issued a press release announcing it entered
into the Collaboration and License Agreement, a copy of which is being furnished
as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item
7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (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 of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Item 9.01 - Financial Statement and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Press release of ImmunoGen, Inc. dated October 19, 2020
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101)
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