AVEO Pharmaceuticals, Inc. (NASDAQ:AVEO) Files An 8-K Termination of a Material Definitive AgreementItem 1.02 Termination of Material Definitive Agreement.
On June29, 2018, AVEO Pharmaceuticals, Inc. (the “Company”) received from Novartis International Pharmaceutical Ltd. (“Novartis”) a notice of termination (the “Notice”) of the License Agreement, dated August13, 2015, between the Company and Novartis (the “License Agreement”), which termination, to the License Agreement, will be effective on August28, 2018 (the “Termination Date”), which is 60 days after delivery of the Notice. Under the License Agreement, the Company had granted to Novartis the exclusive worldwide right to develop and commercialize AVEO’s proprietary antibody AV-380 and related AVEO antibodies that inhibit Growth Differentiation Factor 15 (“GDF15”) for the treatment and prevention of disease and other conditions (the “AV-380 Program”).
Novartis has informed the Company that the AV-380 Program is an important asset and that the previously disclosed development delays, and ultimately the Novartis decision not to pursue further development, is the result of changes in management and strategic priorities within Novartis.
to the terms of the License Agreement, Novartis’ termination without cause triggers, among other things, the termination of all licenses and other rights granted by the Company to Novartis with regard to the AV-380 Program, the transfer to the Company of all preclinical, technical, manufacturing and other data developed by Novartis, and the grant by Novartis to the Company of an irrevocable, exclusive, fully paid-up license, with a right to sub-license, to any patent rights or know-how controlled by Novartis as of the Termination Date related to the AV-380 Program.
On June28, 2018, the Company had separately provided Novartis with notice under the License Agreement’s dispute resolution provisions of a dispute regarding Novartis’ compliance with its diligence obligations with respect to the development of the AV-380 program. The next step in the dispute resolution procedures will be discussions between the Company and Novartis management. If the parties are unable to resolve the dispute at the management level, an arbitration could be commenced. These dispute resolution procedures would run in parallel to the termination process.
The Company has not included any of the potential milestone or other potential payments to the Company under the License Agreement in the Company’s cash forecasts. Accordingly, termination of the License Agreement will not impact the Company’s cash guidance.
The foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by the full text of the License Agreement, a copy of which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q with the Securities and Exchange Commission on November9, 2015.
About AVEO Pharmaceuticals, Inc. (NASDAQ:AVEO)
AVEO Pharmaceuticals, Inc. is a biopharmaceutical company. The Company’s platform delivers insights into cancer and related disease. The Company’s product candidates include Tivozanib, Ficlatuzumab, AV-203 and AV-380. Tivozanib is a selective long half-life vascular endothelial growth factor tyrosine kinase inhibitor (VEGF TKI) that inhibits over three VEGF receptors. Tivozanib is designed to optimize VEGF blockade while minimizing off-target toxicities. Ficlatuzumab is a Hepatocyte Growth Factor (HGF) inhibitory antibody. AV-203 is an anti-ErbB3 monoclonal antibody with ErbB3 affinity. Its preclinical studies suggest that neuregulin1 (NRG1) levels predict AV-203 antitumor activity in preclinical models. AV-380 is a humanized Immunoglobulin G 1 (IgG1) inhibitory monoclonal antibody. AV-380 targets growth differentiating factor 15 (GDF15).