IMMUNE DESIGN CORP. (NASDAQ:IMDZ) Files An 8-K Termination of a Material Definitive AgreementItem 1.02.
Termination of Material Definitive Agreement.
On December 6, 2018, Immune Design Corp. (the “Company”) received written notice from Sanofi US Services, Inc., as the assignee of Aventis Inc. (“Sanofi”), that Sanofi has elected to terminate the License Agreement by and between the Company and Sanofi, dated as of August 6, 2014 (the “License Agreement”). The termination of the License Agreement will be effective on June 6, 2019 (the “Termination Date”), unless otherwise agreed by the parties, and is the result of a portfolio prioritization by Sanofi. The termination is unrelated to the Company’s collaboration with Sanofi Pasteur, the vaccines division of Sanofi, for the development of a herpes simplex virus (“HSV”) immune therapy, which remains active and is ongoing.
Under the terms of the License Agreement, the Company granted Sanofi an exclusive license for the use of the Company’s GLAAS platform to research, develop and commercialize products to treat peanut allergy. Under the terms of the License Agreement, Sanofi paid the Company an upfront payment of $3.5 million in 2014. The License Agreement also provided for payments of up to $168.0 million based upon the attainment of certain development and commercialization milestones and tiered royalties on sales of approved products. The Company recognized no milestone revenue under this agreement for the nine months ended September 30, 2018. Specified provisions of the License Agreement survive the Termination Date in accordance with the terms of the License Agreement, such as confidentiality and indemnification obligations, ownership of intellectual property and limitations on liability.
The foregoing is only a summary of the material terms of the License Agreement and does not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement, which was filed as Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q/A (File No. 001-36561), as filed with the Securities and Exchange Commission on May 3, 2017.
About IMMUNE DESIGN CORP. (NASDAQ:IMDZ)
Immune Design Corp. is a clinical stage immunotherapy company. The Company focuses on cancer with in vivo approaches designed to enable the body’s immune system to fight disease. The Company is developing multiple product candidates from its discovery platforms, including ZVex and GLAAS. ZVex is a discovery platform that uses a vector to generate product candidates designed to create cytotoxic T cells (CTLs) in vivo. The ZVex vector is a delivery system based on a hybrid, re-engineered virus designed to carry the genetic information of selected tumor antigen in whole or selected epitopes selectively to dendritic cells (DCs) in the skin. When injected into a cancer patient, a ZVex-based product candidate is designed to interact only with these DCs, delivering the tumor antigen in the form of ribonucleic acid (RNA). GLA Adjuvant Systems (GLAAS) is a discovery platform that works in vivo and is based on a synthetic molecule called glucopyranosyl lipid A (GLA).