CELLULAR BIOMEDICINE GROUP, INC. (NASDAQ:CBMG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
License Agreement
On October 2, 2018, Cellular Biomedicine Group, Inc. (the “Company”), entered into a non-exclusive license agreement (the “License Agreement”) with The U.S. Department of Health and Human Services, as represented by the National Cancer Institute (“NCI”), an Institute or Center (the “IC”) of the National Institutes of Health, to which the Company was granted rights to the worldwide development, manufacture and commercialization of autologous, tumor-reactive lymphocyte adoptive cell therapy products, isolated from tumor infiltrating lymphocytes as claimed in the IC licensed patent rights, for the treatment of non-small cell lung, stomach, esophagus, colorectal, and head and neck cancer(s) in humans.
to the License Agreement the Company agreed to pay to the IC certain license fees for the rights to use the licensed technology, including an initial upfront cash payment. Additionally, during the term of the License Agreement, the Company will pay the IC: (i) an annual royalty per year (creditable against any earned royalties for such year), payable after signing of the License Agreement (on a prorated basis) and subsequently every January 1; (ii) a single-digit percentage of net sales of the licensed products, payable on a semi-annual basis, which may be adjusted downward in the event the Company must pay a license fee to a third party; and (iii) an additional sublicense fee on the fair market value of any consideration received for granting a sublicense payable after the execution of each sublicense. Finally, the Company will pay the IC certain benchmark royalties upon achieving certain benchmarks keyed to various stages in clinical and commercial development.
The Company has a unilateral right to terminate the License Agreement. The IC has the right to terminate the License Agreement if the Company: (i) has committed a material breach and fails to cure within the stated cure period; (ii) fails to use reasonable commercial efforts in developing the licensed products or processes, and the Company cannot otherwise demonstrate that it can be expected to take effective steps within a reasonable time to achieve practical application of the licensed products or processes; (iii) fails to achieve certain performance benchmarks, as may be modified; (iv) has willfully made a false statement of, or willfully omitted, a material fact in the license application or in any report required under the License Agreement; (v) is not keeping licensed products or processes reasonably available to the public after commercial use commences; (vi) cannot reasonably satisfy unmet health and safety needs; or (vii) cannot meet certain requirements for public use of the licensed technology specified by federal regulations issued after the date of the Agreement.
Item 8.01. Other Events.
On October 3, 2018, the Company issued a press release announcing entry into the License Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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License Agreement, dated October 2, 2018, by and among the Company and the U.S. Department of Health and Human Services, as represented by the National Cancer Institute, an Institute or Center of the National Institutes of Health.* |
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Press Release, dated October 3, 2018. |
*Confidential treatment is requested for portions of this exhibit to 17 CFR Section 240.246-2.
Cellular Biomedicine Group, Inc. ExhibitEX-10.1 2 cbmg_ex101.htm MATERIAL CONTRACTS Blueprint Exhibit 10.1 Confidential Treatment Requested by Cellular Biomedicine Group,…To view the full exhibit click here
About CELLULAR BIOMEDICINE GROUP, INC. (NASDAQ:CBMG)
Cellular Biomedicine Group, Inc. (CBMG) is a biomedicine company. The Company is engaged in the development of treatments for cancerous and degenerative diseases utilizing cell-based technologies. The Company operates in Biomedicine Cell Therapy segment. The Company’s technology includes platforms, such as Immune Cell therapy for treatment of broad range of cancers using Vaccine, T Cells Receptor (TCR) clonality analysis technology and T Central Memory Cell (Tcm) preparation methodologies, Chimeric Antigen Receptor T cell (CAR-T), and human adipose-derived mesenchymal progenitor cells (haMPC) for treatment of joint and autoimmune diseases, with primary research and manufacturing facilities in China. It is focused on developing and marketing cell-based therapies based on its cellular platforms, to treat serious chronic and degenerative diseases, such as cancer, orthopedic diseases, including osteoarthritis and tissue damage, various inflammatory diseases and metabolic diseases.
