Item 1.01 Entry into a Material Definitive Agreement
On February 14, 2022, ImmunoGen, Inc. (“ImmunoGen”) and Eli Lilly and Company (“Lilly”) entered into a License Agreement (the “License Agreement”), pursuant to which ImmunoGen granted Lilly worldwide exclusive rights to research, develop and commercialize antibody-drug conjugates (“ADCs”) based on ImmunoGen’s novel camptothecin technology.
Under the terms of the License Agreement, ImmunoGen is entitled to receive an upfront payment of $13 million, reflecting initial targets selected by Lilly, and up to an additional $32.5 million if Lilly selects the maximum number of additional targets over the four year-period following the effective date of the License Agreement. In addition, Lilly will be obligated to pay ImmunoGen, on a target-by-target basis, development, regulatory and commercial milestones. In total, ImmunoGen could earn up to $1.7 billion in target selection fees and development, regulatory and commercial milestones if all targets are selected and all milestones are realized. ImmunoGen is also eligible to receive tiered royalties, on a product-by-product basis, as a percentage of worldwide annual net sales by Lilly, based on certain net sales thresholds. Lilly is responsible for all costs related to the research and development of the compounds. In addition, under the License Agreement, ImmunoGen has granted Lilly certain intellectual property rights to enable Lilly to perform its obligations and exercise its rights under the License Agreement.
The License Agreement may be terminated by either party for a material breach by the other party, 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 Lilly’s royalty obligations, which are determined on a country-by-country basis. Lilly may terminate the License Agreement for convenience (i) in its entirety, (ii) on a target-by-target basis, or (iii) following regulatory approval, on a product-by-product basis, in each case by providing ninety (90) days’ written notice to ImmunoGen. In the License Agreement, ImmunoGen made customary representations and warranties and agreed to customary covenants, including, without limitation, with respect to indemnification, for transactions of this type.
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Item 7.01 Regulation FD Disclosure. |
On February 15, 2022, ImmunoGen issued a press release announcing it entered into the 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.
