Exhibit 10.1
Confidential
Certain confidential information contained in this document, marked by [***], has been omitted because it is not material and is the type that the registrant treats as private or confidential.
Bristol-Myers Squibb Company
Route 206 & Province Line Road
Princeton, NJ 08543
September 6, 2023
Nektar Therapeutics 455 Mission Bay Boulevard South San Francisco, CA 94158 Attention: Chief Medical Officer |
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Reference is made to that certain Strategic Collaboration Agreement, dated as of February 13, 2018, by and between Nektar Therapeutics, a Delaware corporation, headquartered at 455 Mission Bay Boulevard South, Suite 100, San Francisco, California 94158 (“Nektar”), and Bristol-Myers Squibb Company, a Delaware corporation, headquartered at 430 East 29th Street, 14th Floor, New York, New York 10016 (“BMS”), as amended by Amendment No. 1 dated as of January 9, 2020 and Amendment No. 2 dated as of January 12, 2022 (the “Collaboration Agreement”) pursuant to which the Parties agreed to collaborate in the Development of NKTR-214. Unless otherwise defined in this letter agreement (“Letter Agreement”), capitalized terms used herein have the meanings provided in the Collaboration Agreement. Nektar and BMS are referred to herein collectively as the “Parties.”
On April 14, 2022, the Parties jointly decided to end the global clinical development program for NKTR-214 in combination with nivolumab based on results from pre-planned analyses of two late-stage clinical studies of NKTR-214 in combination with nivolumab. In addition, the Parties have mutually agreed to discontinue their further joint Development of NKTR-214 and desire to terminate the Collaboration Agreement and to clarify certain terms and conditions governing the Parties’ respective rights and obligations following such termination as set forth in this Letter Agreement.
In consideration of the mutual covenants contained in this Letter Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
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Each Party understands that there is a risk that subsequent to the execution of this Letter Agreement the claims of such Party with respect to the subject matter hereof may be discovered to be greater or less than such Party now expects or anticipates. Each Party assumes this risk and the releases contained herein shall apply to all unknown, undiscovered, or unanticipated results, as well as those known, discovered and anticipated. Each Party expressly waives and relinquishes all rights and benefits afforded by Section 1542 of the California Civil Code and analogous statutes, and any law of any state or territory of the United States, or principle of common law, or the law of any foreign jurisdiction, that is similar, comparable or equivalent to Section 1542 of the California Civil Code with respect to all claims and other rights released in this paragraph 5, and does so understanding and acknowledging the significance and consequence of such specific waiver of Section 1542. Section 1542 of the California Civil Code states as follows, which provides:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
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[Signature page follows]
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Please confirm by your signature below that this Letter Agreement is acceptable to you.
Sincerely yours,
BRISTOL-MYERS SQUIBB COMPANY
By: /s/Janeen Doyle
Name: Janeen Doyle
Title: SVP, Global Alliances
Agreed and accepted:
NEKTAR THERAPEUTICS
By: /s/ Howard W. Robin
Name: Howard W. Robin
Title: President and CEO
By: /s/ Mark Wilson
Name: Mark Wilson
Title: Chief Legal Officer
[Signature Page to Letter Terminating Strategic Collaboration Agreement]
Exhibit A
WIND DOWN ACTIVITIES AND STATUS
(Status of Wind Down Activities as of [***])
[***]
A-1