Termination of a Material Definitive Agreement. On February 10, 2017, the Company entered into a development and license agreement (the “License Agreement”) with Immunomedics that provided for the grant to the Company of exclusive worldwide rights to develop, manufacture and commercialize sacituzumab govitecan (“IMMU-132”) effective upon the closing of the transactions contemplated by the License Agreement. In addition, on February 10, 2017, the Company purchased 3,000,000 shares of Immunomedics common stock at an aggregate purchase price of $14.7 million, and on February 16, 2017, Immunomedics issued the Company a warrant (the “Warrant”) to purchase up to 8,655,804 additional shares of Immunomedics common stock at an initial exercise price of $4.90 per share, which warrant may be exercised until February 10, 2020. On February 13, 2017, the Company was named a co-defendant in a lawsuit filed by venBio in the Delaware Chancery Court (the “Court”) against the members of the board of directors of Immunomedics pursuant to which, among other things, venBio sought to enjoin the closing of the transactions contemplated by the License Agreement. On May [__], 2017, the Company and Immunomedics, Inc. agreed to terminate the License Agreement and to amend the term of the Immunomedics Warrant, and in connection therewith, Immunomedics and venBio agreed to fully settle, resolve and release the Company, and the Company agreed to fully settle, resolve and release Immunomedics and venBio, from all disputes, claims and liabilities arising from the License Agreement and the transactions contemplated thereby, subject to the terms of the termination agreement and settlement agreement. Under the termination agreement, Immunomedics has agreed to amend the Warrant to be exercisable until the later of December 31, 2017 and the date that is six months following the date that sufficient shares of Immunomedics common stock have been authorized to enable full exercise of the Warrant. The termination agreement between the Company and Immunomedics and the settlement of the venBio lawsuit against the Company remain subject to Court approval of the dismissal of the venBio lawsuit. The termination of the License Agreement will be effective as of the date of the Court approval. Upon the termination agreement becoming effective, Immunomedics will be obligated to amend the term of the Warrant and the Company will not receive any rights to IMMU-132. The foregoing summary of the material terms of the termination agreement and settlement agreement does not purport to be complete and is subject to, and qualified in its entirety by references to the full text of the agreements, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SGEN press release: BOTHELL, WA– DATE, 2017 – Seattle Genetics, Inc.[xxxxxxxxxxxxxxx.xxx] (Nasdaq: SGEN), a global biotechnology company, today announced that it has agreed to terminate its license agreement with Immunomedics, Inc. (Nasdaq: IMMU) for sacituzumab govitecan (IMMU-132) and settle the related litigation. The license agreement had not yet closed due to legal action brought by an Immunomedics stockholder challenging the transaction. The termination and settlement remain subject to court approval. “The Immunomedics transaction would have effectively utilized our substantial expertise in antibody-drug conjugate (ADC) development to advance IMMU-132 for patients in need,” said Xxxx Xxxxxxx, Ph.D., President and Chief Executive Officer of Seattle Genetics. “However, due to significant delays and lack of progress towards closing the deal, we are turning our full attention and resources to our promising pipeline and the substantial opportunities in front of us, including the upcoming topline data readout from the ADCETRIS ECHELON-1 trial and ongoing or planned pivotal trials of vadastuximab talirine (SGN-CD33A) and enfortumab vedotin (ASG-22ME).” Effective upon the termination of the license, the parties have agreed to fully settle, resolve and release each other from all disputes, claims and liabilities. As part of the termination, Seattle Genetics will continue to hold 3.0 million shares of Immunomedics common stock, as well as a warrant to purchase an additional 8.7 million shares at $4.90 per share exercisable until December 31, 2017. Authorized statements by Immunomedics: IMMU press release: Press Release Immunomedics and Seattle Genetics reach mutual agreement to dissolve previously agreed upon Exclusive Global Licensing Agreement, returning Sacituzumab Govitecan (IMMU-132) to Immunomedics Unwinding of the deal releases both companies from all material obligations subject to Court approval; Seattle Genetics maintains its existing equity stake in the Company; Exercise period of IMMU warrants held by Seattle Genetics shortened substantially These updates include the termination of the previously announced Exclusive Global Licensing Agreement with Seattle Genetics (NASDAQ: SGEN), returning full rights of Sacituzumab Govitecan (“IMMU-132”), the Company’s breakthrough therapy candidate to treat metastatic triple-negative breast cancer (mTNBC), to Immunomedics.
Appears in 1 contract
Termination of a Material Definitive Agreement. On February 10, 2017, the Company entered into a development and license agreement (the “License Agreement”) with Immunomedics that provided for the grant to the Company of exclusive worldwide rights to develop, manufacture and commercialize sacituzumab govitecan (“IMMU-132”) effective upon the closing of the transactions contemplated by the License Agreement. In addition, on February 10, 2017, the Company purchased 3,000,000 shares of Immunomedics common stock at an aggregate purchase price of $14.7 million, and on February 16, 2017, Immunomedics issued the Company a warrant (the “Warrant”) to purchase up to 8,655,804 additional shares of Immunomedics common stock at an initial exercise price of $4.90 per share, which warrant may be exercised until February 10, 2020. On February 13, 2017, the Company was named a co-defendant in a lawsuit filed by venBio in the Delaware Chancery Court (the “Court”) against the members of the board of directors of Immunomedics pursuant to which, among other things, venBio sought to enjoin the closing of the transactions contemplated by the License Agreement. On May [__[ ], 2017, the Company and Immunomedics, Inc. agreed to terminate the License Agreement and to amend the term of the Immunomedics Warrant, and in connection therewith, Immunomedics and venBio agreed to fully settle, resolve and release the Company, and the Company agreed to fully settle, resolve and release Immunomedics and venBio, from all disputes, claims and liabilities arising from the License Agreement and the transactions contemplated thereby, subject to the terms of the termination agreement and settlement agreement. Under the termination agreement, Immunomedics has agreed to amend the Warrant to be exercisable until the later of December 31, 2017 and the date that is six months following the date that sufficient shares of Immunomedics common stock have been authorized to enable full exercise of the Warrant. The termination agreement between the Company and Immunomedics and the settlement of the venBio lawsuit against the Company remain subject to Court approval of the dismissal of the venBio lawsuit. The termination of the License Agreement will be effective as of the date of the Court approval. Upon the termination agreement becoming effective, Immunomedics will be obligated to amend the term of the Warrant and the Company will not receive any rights to IMMU-132. The foregoing summary of the material terms of the termination agreement and settlement agreement does not purport to be complete and is subject to, and qualified in its entirety by references to the full text of the agreements, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30Xxxx 00, 20170000. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SGEN XXXX press release: BOTHELL, WA– — DATE, 2017 – — Seattle Genetics, Inc.[xxxxxxxxxxxxxxx.xxx] (Nasdaq: SGEN), a global biotechnology company, today announced that it has agreed to terminate its license agreement with Immunomedics, Inc. (Nasdaq: IMMU) for sacituzumab govitecan (IMMU-132) and settle the related litigation. The license agreement had not yet closed due to legal action brought by an Immunomedics stockholder challenging the transaction. The termination and settlement remain subject to court approval. “The Immunomedics transaction would have effectively utilized our substantial expertise in antibody-drug conjugate (ADC) development to advance IMMU-132 for patients in need,” said Xxxx Xxxxxxx, Ph.D., President and Chief Executive Officer of Seattle Genetics. “However, due to significant delays and lack of progress towards closing the deal, we are turning our full attention and resources to our promising pipeline and the substantial opportunities in front of us, including the upcoming topline data readout from the ADCETRIS ECHELON-1 trial and ongoing or planned pivotal trials of vadastuximab talirine (SGN-CD33A) and enfortumab vedotin (ASG-22ME).” Effective upon the termination of the license, the parties have agreed to fully settle, resolve and release each other from all disputes, claims and liabilities. As part of the termination, Seattle Genetics will continue to hold 3.0 million shares of Immunomedics common stock, as well as a warrant to purchase an additional 8.7 million shares at $4.90 per share exercisable until December 31, 2017. Authorized statements by Immunomedics: IMMU press release: Press Release Immunomedics and Seattle Genetics reach mutual agreement to dissolve previously agreed upon Exclusive Global Licensing Agreement, returning Sacituzumab Govitecan (IMMU-132) to Immunomedics Unwinding of the deal releases both companies from all material obligations subject to Court approval; Seattle Genetics maintains its existing equity stake in the Company; Exercise period of IMMU warrants held by Seattle Genetics shortened substantially These updates include the termination of the previously announced Exclusive Global Licensing Agreement with Seattle Genetics (NASDAQ: SGEN), returning full rights of Sacituzumab Govitecan (“IMMU-132”), the Company’s breakthrough therapy candidate to treat metastatic triple-negative breast cancer (mTNBC), to Immunomedics.:
Appears in 1 contract
Termination of a Material Definitive Agreement. On February 10, 2017, the Company entered into a development and license agreement (the “License Agreement”) with Immunomedics that provided for the grant to the Company of exclusive worldwide rights to develop, manufacture and commercialize sacituzumab govitecan (“IMMU-132”) effective upon the closing of the transactions contemplated by the License Agreement. In addition, on February 10, 2017, the Company purchased 3,000,000 shares of Immunomedics common stock at an aggregate purchase price of $14.7 million, and on February 16, 2017, Immunomedics issued the Company a warrant (the “Warrant”) to purchase up to 8,655,804 additional shares of Immunomedics common stock at an initial exercise price of $4.90 per share, which warrant may be exercised until February 10, 2020. On February 13, 2017, the Company was named a co-defendant in a lawsuit filed by venBio in the Delaware Chancery Court (the “Court”) against the members of the board of directors of Immunomedics pursuant to which, among other things, venBio sought to enjoin the closing of the transactions contemplated by the License Agreement. On May [__], 2017, the Company and Immunomedics, Inc. agreed to terminate the License Agreement and to amend the term of the Immunomedics Warrant, and in connection therewith, Immunomedics and venBio agreed to fully settle, resolve and release the Company, and the Company agreed to fully settle, resolve and release Immunomedics and venBio, from all disputes, claims and liabilities arising from the License Agreement and the transactions contemplated thereby, subject to the terms of the termination agreement and settlement agreement. Under the termination agreement, Immunomedics has agreed to amend the Warrant to be exercisable until the later of December 31, 2017 and the date that is six months following the date that sufficient shares of Immunomedics common stock have been authorized to enable full exercise of the Warrant. The termination agreement between the Company and Immunomedics and the settlement of the venBio lawsuit against the Company remain subject to Court approval of the dismissal of the venBio lawsuit. The termination of the License Agreement will be effective as of the date of the Court approval. Upon the termination agreement becoming effective, Immunomedics will be obligated to amend the term of the Warrant and the Company will not receive any rights to IMMU-132. The foregoing summary of the material terms of the termination agreement and settlement agreement does not purport to be complete and is subject to, and qualified in its entirety by references to the full text of the agreements, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. [ * ] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, MARKED BY BRACKETSWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH THREE ASTERISKS (***), HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDCOMMISSION. SGEN press release: BOTHELL, WA– DATE, 2017 – Seattle Genetics, Inc.[xxxxxxxxxxxxxxx.xxx] (Nasdaq: SGEN), a global biotechnology company, today announced that it has agreed to terminate its license agreement with Immunomedics, Inc. (Nasdaq: IMMU) for sacituzumab govitecan (IMMU-132) and settle the related litigation. The license agreement had not yet closed due to legal action brought by an Immunomedics stockholder challenging the transaction. The termination and settlement remain subject to court approval. “The Immunomedics transaction would have effectively utilized our substantial expertise in antibody-drug conjugate (ADC) development to advance IMMU-132 for patients in need,” said Xxxx Xxxxxxx, Ph.D., President and Chief Executive Officer of Seattle Genetics. “However, due to significant delays and lack of progress towards closing the deal, we are turning our full attention and resources to our promising pipeline and the substantial opportunities in front of us, including the upcoming topline data readout from the ADCETRIS ECHELON-1 trial and ongoing or planned pivotal trials of vadastuximab talirine (SGN-CD33A) and enfortumab vedotin (ASG-22ME).” Effective upon the termination of the license, the parties have agreed to fully settle, resolve and release each other from all disputes, claims and liabilities. As part of the termination, Seattle Genetics will continue to hold 3.0 million shares of Immunomedics common stock, as well as a warrant to purchase an additional 8.7 million shares at $4.90 per share exercisable until December 31, 2017. Authorized statements by Immunomedics: IMMU press release: Press Release Immunomedics and Seattle Genetics reach mutual agreement to dissolve previously agreed upon Exclusive Global Licensing Agreement, returning Sacituzumab Govitecan (IMMU-132) to Immunomedics Unwinding of the deal releases both companies from all material obligations subject to Court approval; Seattle Genetics maintains its existing equity stake in the Company; Exercise period of IMMU warrants held by Seattle Genetics shortened substantially These updates include the termination of the previously announced Exclusive Global Licensing Agreement with Seattle Genetics (NASDAQ: SGEN), returning full rights of Sacituzumab Govitecan (“IMMU-132”), the Company’s breakthrough therapy candidate to treat metastatic triple-negative breast cancer (mTNBC), to Immunomedics.:
Appears in 1 contract
Termination of a Material Definitive Agreement. On February 10, 2017, the Company entered into a development and license agreement (the “License Agreement”) with Immunomedics that provided for the grant to the Company of exclusive worldwide rights to develop, manufacture and commercialize sacituzumab govitecan (“IMMU-132”) effective upon the closing of the transactions contemplated by the License Agreement. In addition, on February 10, 2017, the Company purchased 3,000,000 shares of Immunomedics common stock at an aggregate purchase price of $14.7 million, and on February 16, 2017, Immunomedics issued the Company a warrant (the “Warrant”) to purchase up to 8,655,804 additional shares of Immunomedics common stock at an initial exercise price of $4.90 per share, which warrant may be exercised until February 10, 2020. On February 13, 2017, the Company was named a co-defendant in a lawsuit filed by venBio in the Delaware Chancery Court (the “Court”) against the members of the board of directors of Immunomedics pursuant to which, among other things, venBio sought to enjoin the closing of the transactions contemplated by the License Agreement. On May [__], 2017, the Company and Immunomedics, Inc. agreed to terminate the License Agreement and to amend the term of the Immunomedics Warrant, and in connection therewith, Immunomedics and venBio agreed to fully settle, resolve and release the Company, and the Company agreed to fully settle, resolve and release Immunomedics and venBio, from all disputes, claims and liabilities arising from the License Agreement and the transactions contemplated thereby, subject to the terms of the termination agreement and settlement agreement. Under the termination agreement, Immunomedics has agreed to amend the Warrant to be exercisable until the later of December 31, 2017 and the date that is six months following the date that sufficient shares of Immunomedics common stock have been authorized to enable full exercise of the Warrant. The termination agreement between the Company and Immunomedics and the settlement of the venBio lawsuit against the Company remain subject to Court approval of the dismissal of the venBio lawsuit. The termination of the License Agreement will be effective as of the date of the Court approval. Upon the termination agreement becoming effective, Immunomedics will be obligated to amend the term of the Warrant and the Company will not receive any rights to IMMU-132. The foregoing summary of the material terms of the termination agreement and settlement agreement does not purport to be complete and is subject to, and qualified in its entirety by references to the full text of the agreements, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SGEN press release: BOTHELL, WA– DATE, 2017 – Seattle Genetics, Inc.[xxxxxxxxxxxxxxx.xxx] (Nasdaq: SGEN), a global biotechnology company, today announced that it has agreed to terminate its license agreement with Immunomedics, Inc. (Nasdaq: IMMU) for sacituzumab govitecan (IMMU-132) and settle the related litigation. The license agreement had not yet closed due to legal action brought by an Immunomedics stockholder challenging the transaction. The termination and settlement remain subject to court approval. “The Immunomedics transaction would have effectively utilized our substantial expertise in antibody-drug conjugate (ADC) development to advance IMMU-132 for patients in need,” said Xxxx Xxxxxxx, Ph.D., President and Chief Executive Officer of Seattle Genetics. “However, due to significant delays and lack of progress towards closing the deal, we are turning our full attention and resources to our promising pipeline and the substantial opportunities in front of us, including the upcoming topline data readout from the ADCETRIS ECHELON-1 trial and ongoing or planned pivotal trials of vadastuximab talirine (SGN-CD33A) and enfortumab vedotin (ASG-22ME).” Effective upon the termination of the license, the parties have agreed to fully settle, resolve and release each other from all disputes, claims and liabilities. As part of the termination, Seattle Genetics will continue to hold 3.0 million shares of Immunomedics common stock, as well as a warrant to purchase an additional 8.7 million shares at $4.90 per share exercisable until December 31, 2017. Authorized statements by Immunomedics: IMMU press release: Press Release Immunomedics and Seattle Genetics reach mutual agreement to dissolve previously agreed upon Exclusive Global Licensing Agreement, returning Sacituzumab Govitecan (IMMU-132) to Immunomedics Unwinding of the deal releases both companies from all material obligations subject to Court approval; Seattle Genetics maintains its existing equity stake in the Company; Exercise period of IMMU warrants held by Seattle Genetics shortened substantially These updates include the termination of the previously announced Exclusive Global Licensing Agreement with Seattle Genetics (NASDAQ: SGEN), returning full rights of Sacituzumab Govitecan (“IMMU-132”), the Company’s breakthrough therapy candidate to treat metastatic triple-negative breast cancer (mTNBC), to Immunomedics. Mutual Termination of Exclusive Global Licensing Agreement with Seattle Genetics Under the termination agreement, the Company will retain all rights to IMMU-132. Seattle Genetics will maintain its existing equity investment in Immunomedics granted as part of the licensing agreement. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Further, the expiration date for the warrants has been shortened to the later of December 31, 2017 and the date that is six (6) months following the date on which a sufficient number of shares of the Company’s Common Stock are authorized and reserved for issuance to permit the full exercise of such warrants. In addition, the termination agreement provides that no payments or expense reimbursements shall be made by either party and each party has provided full releases to the other party. Aspects of the mutually agreed upon termination of the licensing agreement between Immunomedics and Seattle Genetics are subject to court approval. Current Report on Form 8-K Item 1.02 Termination of a Material Definitive Agreement. As previously disclosed on a current report on Form 8-K filed with the SEC on February 10, 2017, the Company entered into a Licensing and Development Agreement (the “Licensing Agreement’) with Seattle Genetics, Inc., a Delaware corporation (“Seattle Genetics”), granting Seattle Genetics a worldwide, exclusive license, including the right to sublicense subject to the terms and conditions of the License Agreement, to develop, manufacture and commercialize sacituzumab govitecan (“IMMU-132”), an antibody-drug conjugate comprising hRS7, SN-38 and the proprietary xxxxxx XX-2A, and any second generation antibody-drug conjugates binding to Trop-2 for all human therapeutic uses in all indications (the “Licensing Transaction”). In connection with the Licensing Agreement, the Company and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as warrant agent for the benefit of Seattle Genetics, entered into a Warrant Agreement, dated as of February 16, 2017, pursuant to which the Company agreed to execute and deliver to, and in favor of, Seattle Genetics, warrants to acquire up to an aggregate of 8,655,804 shares of Common Stock at an initial exercise price of $4.90 per share (the “SGEN Warrant”). On May 4, 2017, the Company and Seattle Genetics entered into a Termination Agreement (the “Termination Agreement”), pursuant to which the Company and Seattle Genetics relinquish their respective rights under the Licensing Agreement. Pursuant to the terms of the Termination Agreement, the Company and Seattle Genetics also agreed to amend the terms of the SGEN Warrant to amend the expiration date from February 10, 2020 to the later of (i) December 31, 2017, and (ii) the date that is six (6) months following the date on which a sufficient number of shares of Common Stock are authorized and reserved for issuance to permit the full exercise of the SGEN Warrant. The Termination Agreement constitutes an agreement to terminate the License Agreement and is not in any way an admission of liability or breach by either the Company or Seattle Genetics. The Termination Agreement between the Company and Seattle Genetics and the settlement of the venBio lawsuit against Seattle Genetics remain subject to court approval of the dismissal of the venBio Action. The termination of the Licensing Transaction will be effective as of the date of the court approval. In the event the court declines to dismiss the venBio Action against Seattle Genetics, or if the effective date of the Termination Agreement does not occur on or before October 1, 2017, any party to the Termination Agreement may terminate the Termination Agreement upon written notice to such other party. The description of the Termination Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the complete text of the Termination Agreement, which is to be filed as an exhibit to the Company’s annual report on Form 10-K for the period ended June 30, 2017. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT C AMENDMENT NO. 1 TO WARRANT AGREEMENT THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT, dated as of May [4], 2017 (this “Amendment”), by and among Immunomedics, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation (the “Warrant Agent”). Defined terms used herein and not otherwise defined shall have the meanings given to them in the Warrant Agreement.
Appears in 1 contract
Samples: Termination Agreement
Termination of a Material Definitive Agreement. On February 10, 2017, the Company entered into a development and license agreement (the “License Agreement”) with Immunomedics that provided for the grant to the Company of exclusive worldwide rights to develop, manufacture and commercialize sacituzumab govitecan (“IMMU-132”) effective upon the closing of the transactions contemplated by the License Agreement. In addition, on February 10, 2017, the Company purchased 3,000,000 shares of Immunomedics common stock at an aggregate purchase price of $14.7 million, and on February 16, 2017, Immunomedics issued the Company a warrant (the “Warrant”) to purchase up to 8,655,804 additional shares of Immunomedics common stock at an initial exercise price of $4.90 per share, which warrant may be exercised until February 10, 2020. On February 13, 2017, the Company was named a co-defendant in a lawsuit filed by venBio in the Delaware Chancery Court (the “Court”) against the members of the board of directors of Immunomedics pursuant to which, among other things, venBio sought to enjoin the closing of the transactions contemplated by the License Agreement. On May [__], 2017, the Company and Immunomedics, Inc. agreed to terminate the License Agreement and to amend the term of the Immunomedics Warrant, and in connection therewith, Immunomedics and venBio agreed to fully settle, resolve and release the Company, and the Company agreed to fully settle, resolve and release Immunomedics and venBio, from all disputes, claims and liabilities arising from the License Agreement and the transactions contemplated thereby, subject to the terms of the termination agreement and settlement agreement. Under the termination agreement, Immunomedics has agreed to amend the Warrant to be exercisable until the later of December 31, 2017 and the date that is six months following the date that sufficient shares of Immunomedics common stock have been authorized to enable full exercise of the Warrant. The termination agreement between the Company and Immunomedics and the settlement of the venBio lawsuit against the Company remain subject to Court approval of the dismissal of the venBio lawsuit. The termination of the License Agreement will be effective as of the date of the Court approval. Upon the termination agreement becoming effective, Immunomedics will be obligated to amend the term of the Warrant and the Company will not receive any rights to IMMU-132. The foregoing summary of the material terms of the termination agreement and settlement agreement does not purport to be complete and is subject to, and qualified in its entirety by references to the full text of the agreements, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30Xxxx 00, 20170000. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SGEN XXXX press release: BOTHELL, WAWA – DATE, 2017 – Seattle Genetics, Inc.[xxxxxxxxxxxxxxx.xxx] (Nasdaq: SGEN), a global biotechnology company, today announced that it has agreed to terminate its license agreement with Immunomedics, Inc. (Nasdaq: IMMU) for sacituzumab govitecan (IMMU-132) and settle the related litigation. The license agreement had not yet closed due to legal action brought by an Immunomedics stockholder challenging the transaction. The termination and settlement remain subject to court approval. “The Immunomedics transaction would have effectively utilized our substantial expertise in antibody-drug conjugate (ADC) development to advance IMMU-132 for patients in need,” said Xxxx Xxxxxxx, Ph.D., President and Chief Executive Officer of Seattle Genetics. “However, due to significant delays and lack of progress towards closing the deal, we are turning our full attention and resources to our promising pipeline and the substantial opportunities in front of us, including the upcoming topline data readout from the ADCETRIS ECHELON-1 trial and ongoing or planned pivotal trials of vadastuximab talirine (SGN-CD33A) and enfortumab vedotin (ASG-22ME).” Effective upon the termination of the license, the parties have agreed to fully settle, resolve and release each other from all disputes, claims and liabilities. As part of the termination, Seattle Genetics will continue to hold 3.0 million shares of Immunomedics common stock, as well as a warrant to purchase an additional 8.7 million shares at $4.90 per share exercisable until December 31, 2017. Authorized statements by Immunomedics: IMMU press release: Press Release Immunomedics and Seattle Genetics reach mutual agreement to dissolve previously agreed upon Exclusive Global Licensing Agreement, returning Sacituzumab Govitecan (IMMU-132) to Immunomedics Unwinding of the deal releases both companies from all material obligations subject to Court approval; Seattle Genetics maintains its existing equity stake in the Company; Exercise period of IMMU warrants held by Seattle Genetics shortened substantially These updates include the termination of the previously announced Exclusive Global Licensing Agreement with Seattle Genetics (NASDAQ: SGEN), returning full rights of Sacituzumab Govitecan (“IMMU-132”), the Company’s breakthrough therapy candidate to treat metastatic triple-negative breast cancer (mTNBC), to Immunomedics.
Appears in 1 contract
Termination of a Material Definitive Agreement. On February 10, 2017, the Company entered into a development and license agreement (the “License Agreement”) with Immunomedics that provided for the grant to the Company of exclusive worldwide rights to develop, manufacture and commercialize sacituzumab govitecan (“IMMU-132”) effective upon the closing of the transactions contemplated by the License Agreement. In addition, on February 10, 2017, the Company purchased 3,000,000 shares of Immunomedics common stock at an aggregate purchase price of $14.7 million, and on February 16, 2017, Immunomedics issued the Company a warrant (the “Warrant”) to purchase up to 8,655,804 additional shares of Immunomedics common stock at an initial exercise price of $4.90 per share, which warrant may be exercised until February 10, 2020. On February 13, 2017, the Company was named a co-defendant in a lawsuit filed by venBio in the Delaware Chancery Court (the “Court”) against the members of the board of directors of Immunomedics pursuant to which, among other things, venBio sought to enjoin the closing of the transactions contemplated by the License Agreement. On May [__], 2017, the Company and Immunomedics, Inc. agreed to terminate the License Agreement and to amend the term of the Immunomedics Warrant, and in connection therewith, Immunomedics and venBio agreed to fully settle, resolve and release the Company, and the Company agreed to fully settle, resolve and release Immunomedics and venBio, from all disputes, claims and liabilities arising from the License Agreement and the transactions contemplated thereby, subject to the terms of the termination agreement and settlement agreement. Under the termination agreement, Immunomedics has agreed to amend the Warrant to be exercisable until the later of December 31, 2017 and the date that is six months following the date that sufficient shares of Immunomedics common stock have been authorized to enable full exercise of the Warrant. The termination agreement between the Company and Immunomedics and the settlement of the venBio lawsuit against the Company remain subject to Court approval of the dismissal of the venBio lawsuit. The termination of the License Agreement will be effective as of the date of the Court approval. Upon the termination agreement becoming effective, Immunomedics will be obligated to amend the term of the Warrant and the Company will not receive any rights to IMMU-132. The foregoing summary of the material terms of the termination agreement and settlement agreement does not purport to be complete and is subject to, and qualified in its entirety by references to the full text of the agreements, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30Xxxx 00, 20170000. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SGEN XXXX press release: BOTHELL, WAWA – DATE, 2017 – Seattle Genetics, Inc.[xxxxxxxxxxxxxxx.xxx] (Nasdaq: SGEN), a global biotechnology company, today announced that it has agreed to terminate its license agreement with Immunomedics, Inc. (Nasdaq: IMMU) for sacituzumab govitecan (IMMU-132) and settle the related litigation. The license agreement had not yet closed due to legal action brought by an Immunomedics stockholder challenging the transaction. The termination and settlement remain subject to court approval. “The Immunomedics transaction would have effectively utilized our substantial expertise in antibody-drug conjugate (ADC) development to advance IMMU-132 for patients in need,” said Xxxx Xxxxxxx, Ph.D., President and Chief Executive Officer of Seattle Genetics. “However, due to significant delays and lack of progress towards closing the deal, we are turning our full attention and resources to our promising pipeline and the substantial opportunities in front of us, including the upcoming topline data readout from the ADCETRIS ECHELON-1 trial and ongoing or planned pivotal trials of vadastuximab talirine (SGN-CD33A) and enfortumab vedotin (ASG-22ME).” Effective upon the termination of the license, the parties have agreed to fully settle, resolve and release each other from all disputes, claims and liabilities. As part of the termination, Seattle Genetics will continue to hold 3.0 million shares of Immunomedics common stock, as well as a warrant to purchase an additional 8.7 million shares at $4.90 per share exercisable until December 31, 2017. Authorized statements by Immunomedics: IMMU press release: Press Release Immunomedics and Seattle Genetics reach mutual agreement to dissolve previously agreed upon Exclusive Global Licensing Agreement, returning Sacituzumab Govitecan (IMMU-132) to Immunomedics Unwinding of the deal releases both companies from all material obligations subject to Court approval; Seattle Genetics maintains its existing equity stake in the Company; Exercise period of IMMU warrants held by Seattle Genetics shortened substantially These updates include the termination of the previously announced Exclusive Global Licensing Agreement with Seattle Genetics (NASDAQ: SGEN), returning full rights of Sacituzumab Govitecan (“IMMU-132”), the Company’s breakthrough therapy candidate to treat metastatic triple-negative breast cancer (mTNBC), to Immunomedics. Mutual Termination of Exclusive Global Licensing Agreement with Seattle Genetics Under the termination agreement, the Company will retain all rights to IMMU-132. Seattle Genetics will maintain its existing equity investment in Immunomedics granted as part of the licensing agreement. Further, the expiration date for the warrants has been shortened to the later of December 31, 2017 and the date that is six (6) months following the date on which a sufficient number of shares of the Company’s Common Stock are authorized and reserved for issuance to permit the full exercise of such warrants. In addition, the termination agreement provides that no payments or expense reimbursements shall be made by either party and each party has provided full releases to the other party. Aspects of the mutually agreed upon termination of the licensing agreement between Immunomedics and Seattle Genetics are subject to court approval. Current Report on Form 8-K Item 1.02 Termination of a Material Definitive Agreement. As previously disclosed on a current report on Form 8-K filed with the SEC on February 10, 2017, the Company entered into a Licensing and Development Agreement (the “Licensing Agreement’) with Seattle Genetics, Inc., a Delaware corporation (“Seattle Genetics”), granting Seattle Genetics a worldwide, exclusive license, including the right to sublicense subject to the terms and conditions of the License Agreement, to develop, manufacture and commercialize sacituzumab govitecan (“IMMU-132”), an antibody-drug conjugate comprising hRS7, SN-38 and the proprietary xxxxxx XX-2A, and any second generation antibody-drug conjugates binding to Trop-2 for all human therapeutic uses in all indications (the “Licensing Transaction”). In connection with the Licensing Agreement, the Company and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as warrant agent for the benefit of Seattle Genetics, entered into a Warrant Agreement, dated as of February 16, 2017, pursuant to which the Company agreed to execute and deliver to, and in favor of, Seattle Genetics, warrants to acquire up to an aggregate of 8,655,804 shares of Common Stock at an initial exercise price of $4.90 per share (the “SGEN Warrant”). On May 4, 2017, the Company and Seattle Genetics entered into a Termination Agreement (the “Termination Agreement”), pursuant to which the Company and Seattle Genetics relinquish their respective rights under the Licensing Agreement. Pursuant to the terms of the Termination Agreement, the Company and Seattle Genetics also agreed to amend the terms of the SGEN Warrant to amend the expiration date from February 10, 2020 to the later of (i) December 31, 2017, and (ii) the date that is six (6) months following the date on which a sufficient number of shares of Common Stock are authorized and reserved for issuance to permit the full exercise of the SGEN Warrant. The Termination Agreement constitutes an agreement to terminate the License Agreement and is not in any way an admission of liability or breach by either the Company or Seattle Genetics. The Termination Agreement between the Company and Seattle Genetics and the settlement of the venBio lawsuit against Seattle Genetics remain subject to court approval of the dismissal of the venBio Action. The termination of the Licensing Transaction will be effective as of the date of the court approval. In the event the court declines to dismiss the venBio Action against Seattle Genetics, or if the effective date of the Termination Agreement does not occur on or before October 1, 2017, any party to the Termination Agreement may terminate the Termination Agreement upon written notice to such other party. The description of the Termination Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the complete text of the Termination Agreement, which is to be filed as an exhibit to the Company’s annual report on Form 10-K for the period ended June 30, 2017. EXHIBIT C AMENDMENT NO. 1 TO WARRANT AGREEMENT THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT, dated as of May [4], 2017 (this “Amendment”), by and among Immunomedics, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation (the “Warrant Agent”). Defined terms used herein and not otherwise defined shall have the meanings given to them in the Warrant Agreement.
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Samples: Termination Agreement
