Array BioPharma Inc. (NASDAQ:ARRY) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On January3, 2018, the Company entered into a License Agreement (the “License Agreement”) with ASLAN Pharmaceuticals Pte. Ltd., a Singapore corporation (“ASLAN”), to which the Company granted ASLAN full global rights to develop, manufacture and commercialize varlitinib (ARRY-542), a HER2 / EGFR inhibitor invented by Array. The License Agreement replaces and supersedes the Collaboration and License Agreement dated July12, 2011, between the Company and ASLAN in which ASLAN was responsible for the development of varlitinib to proof-of-concept and for the identification of a partner to complete phase 3 development and commercialization of varlitinib.
The terms of the new License Agreement grant ASLAN exclusive global rights to commercialize and sublicense varlitinib. Array will receive a US$12 million upfront payment within 20 days of the execution of the License Agreement. Array is also entitled to receive a further upfront payment of between US$11 million and US$12 million within the next 12 months, together with up to US$30 million of development, US$20 million of regulatory and US$55 million of commercial milestones, as well as tiered low double-digit royalties as a percentage of net sales ofvarlitinib.
If within two years of the date of the License Agreement ASLAN sublicenses varlitinib and is paid an upfront payment, Array will further be entitled to receive one-half of the portion of any such upfront payment that exceeds a specified amount. If ASLAN undergoes a change in control during a defined period following execution of the License Agreement, Array will also be entitled to receive a low single digit percentage of the proceeds resulting from the change in control.
Unless terminated prior to such time in accordance with the terms of the License Agreement, the term of the License Agreement will expire on a country-by-country basis upon the later of the expiration of the last to expire of patents covering varlitinib in the applicable country or ten years following first commercial sale in the applicable county. Either party may terminate the License Agreement upon the uncured breach of the License Agreement by, or insolvency of, the other party, and ASLAN may terminate the License Agreement without cause at any time by giving Array 180 days prior notice in writing. The parties also provided customary representations and warranties and agreed to customary indemnification provisions.
The foregoing summary is qualified in its entirety by the License Agreement that the Company will file as an exhibit to its quarterly report on Form10-Q for the quarter ended December31, 2017.
Item 1.01 Termination of a Material Definitive Agreement
As described in Item 1.01 above, the Collaboration and License Agreement dated July12, 2011 between the Company and ASLAN terminated, and the rights and obligations of the parties were superseded and replaced by the terms of the License Agreement upon execution thereof. The disclosure set forth in Item 1.01 is hereby incorporated in its entirety in this Item 1.01.