Item 1.01. Entry into a Material Definitive Agreement
On December 18, 2019, Catalyst Biosciences, Inc. (the “Company”), entered into a license and collaboration agreement (the “Agreement”) with Biogen International GmbH (“Biogen”), under which the Company granted to Biogen a worldwide, exclusive, sublicensable license under certain of the Company’s intellectual property to develop, manufacture and commercialize pegylated CB 2782 (CB2782-PEG) and other products or compounds that target complement factor 3 (collectively, the “Products”) for all uses, including the potential treatment of geographic atrophy (GA) associated dryage-related macular degeneration (dry AMD).
Under the terms of the Agreement, the Company is entitled to receive from Biogen anup-front cash payment of $15 million. The Company is also eligible to receive from Biogen up to $340 million in clinical, regulatory, and commercial milestone payments. The Company will performpre-clinical and manufacturing activities and Biogen will be solely responsible for Investigational New Drug (IND)-enabling activities, worldwide clinical development, and commercialization. Biogen will reimburse the Company forpre-clinical and manufacturing activities performed under the Agreement.
In addition, Biogen is obligated to pay the Company high-single digit tolow-double digit tiered royalties on Product net sales. All royalties are payable on aProduct-by-Product andcountry-by-country basis until the later of (i) thelast-to-expire of certain patent rights covering the applicable Product in the applicable country and (ii) a specified period of time from the first commercial sale of the Product in the applicable country. Royalties for all Products are subject to customary reductions.
Biogen will have sole control over the preparation and submission of all regulatory submissions for all Products at its own cost and expense, including all applications for obtaining, supporting, and maintaining regulatory approvals for all Products.
Unless earlier terminated, the Agreement will remain in effect until the expiry of all royalty obligations. Biogen has the right to terminate the Agreement at will, on aProduct-by-Product basis or in its entirety at any time upon 60 days’ prior written notice to the Company. In addition, either party has the right to terminate the Agreement following a material breach that remains uncured for 90 days, or in connection with an insolvency event involving the other party. The Company and Biogen have made customary representations and warranties and have agreed to certain customary covenants, including confidentiality and indemnification.
The foregoing descriptions of the Agreement are only a summary and are qualified in their entirety by reference to the full and complete terms contained in the Agreement, which the Company intends to file as an exhibit to its Annual Report on Form10-K for the year ended December 31, 2019.
