ADAPTIMMUNE THERAPEUTICS PLC (NASDAQ:ADAP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.
On July24, 2018, Adaptimmune Therapeutics plc (the “Company” or “Adaptimmune”) announced the transition of the Company’s NY-ESO SPEAR T-cell therapy program to GlaxoSmithKline (“GSK”). In September2017, GSK exercised its option under a collaboration and license agreement signed in May2014 (the “Original Agreement”) to exclusively license the right to research, develop, and commercialize Adaptimmune’s NY-ESO SPEAR T-cell therapy program.
Under the terms of an amended agreement dated as of July20, 2018 (the “Amended Agreement”), GSK assumes responsibility for further research, development and potential commercialization of the NY-ESO SPEAR T-cell therapy and Adaptimmune will receive £21.2 million (~$27.5 million) from GSK. The amendments set out in the Amended Agreement also clarify the remaining activities required to finalize the transfer of the NY-ESO SPEAR T-cell program to GSK. Successful continuation of development and subsequent commercialization of NY-ESO will trigger additional payments for development milestones, tiered sales milestones, and mid-single to low double-digit royalties on worldwide net sales as previously provided under the Original Agreement.
Following transition of the NY-ESO program, GSK has the right to nominate its third and fourth targets, having nominated PRAME as its second target in January2017. Once nominated, Adaptimmune will develop SPEAR T-cells to these targets (including PRAME), through preclinical testing to an IND-ready state, at which point GSK will be responsible for the IND filing.
The foregoing summary of the material terms of the Amended Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Agreement, a copy of which will be filed with the Securities and Exchange Commission by the Company on its Quarterly Report on Form10-Q, and the original agreements between the Company and GSK referred to therein.
Item 8.01 Other Events
On July24, 2018, the Company and GSK issued a joint press release announcing the transition of the NY-ESO SPEAR T-cell therapy program to GSK. The press release is attached as Exhibit99.1 and incorporated by reference herein.
The information contained in Item 8.01 of this Form8-K, including Exhibit99.1 furnished herewith, shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by the Company by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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ExhibitNo. |
DescriptionofExhibit |
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99.1 |
Press release dated July24, 2018. |