| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 21, 2023, XOMA (US) LLC (“XOMA”), a wholly-owned subsidiary of XOMA Corporation (the “Company”), entered into an Assignment and Assumption Agreement (the “Assignment Agreement”) and a Royalty Purchase Agreement (the “Royalty Purchase Agreement” and together with the Assignment Agreement, the “Agreements”) with LadRx Corporation (“LadRx”), a Delaware corporation. Pursuant to the Assignment Agreement, XOMA has acquired all right, title, and interest in that certain Asset Purchase Agreement between LadRx and Orphazyme ApS, dated as of May 13, 2011, and assigned to Zevra Denmark A/S (“Zevra”), effective as of June 1, 2022 (the “Zevra Agreement”), pursuant to which LadRx is entitled to certain milestone payments ($52.6 million, net) and a mid-single digit royalty with respect to arimoclomol, an oral therapeutic for Niemann-Pick disease type C that is undergoing clinical development by Zevra. Pursuant to the Royalty Purchase Agreement, XOMA has acquired all right, title, and interest in and to 100 percent of royalties that range from mid-single-digit to mid-teens based on net sales of aldoxorubicin, a pharmaceutical product candidate that is undergoing clinical development by ImmunityBio, Inc. (“ImmunityBio”), and 100 percent of the $343 million in potential commercial and regulatory milestone payments payable by ImmunityBio to LadRx pursuant to a certain Exclusive License Agreement between LadRx and ImmunityBio, dated as of July 27, 2017, as modified by that certain Reimbursement Agreement dated as of October 3, 2017, and that certain Addendum to License Agreement, dated as of September 27, 2018.
In exchange for the Assets, XOMA paid to LadRx $5 million in the aggregate in connection with the execution of the Agreements, and, subject to certain conditions, may be required to make additional payments in the future based upon the achievement of certain milestones amounting up to $6 million in the aggregate.
The Agreements contain certain covenants and representations and warranties regarding the parties’ rights and obligations with respect to the Agreements, indemnification provisions, and customary covenants and representations for a transaction of this nature.
The description of the Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to such Agreements, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
