Inovio Pharmaceuticals, Inc. (NASDAQ:INO) Files An 8-K Entry into a Material Definitive Agreement

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Inovio Pharmaceuticals, Inc. (NASDAQ:INO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On December28, 2017, Inovio Pharmaceuticals, Inc. (the “Registrant”) entered into an Amended and Restated License and Collaboration Agreement (the “License and Collaboration Agreement”) with Beijing Apollo Saturn Biological Technology Limited, a corporation organized under the laws of China (“ApolloBio”). Under the terms of the License and Collaboration Agreement, the Registrant has granted to ApolloBio the exclusive right to develop and commercialize VGX-3100, the Registrant’s DNA immunotherapy product designed to treat pre-cancers caused by human papillomavirus, or HPV, within the territories of China, Hong Kong, Macao and Taiwan. The territory may be expanded to include Korea in the event that no patent covering VGX-3100 issues in China within the three years following the Effective Date (as defined below). As part of the collaboration, the parties will discuss in good faith the inclusion of clinical trial sites in China as part of the Registrant’s ongoing Phase 3 clinical development program for VGX-3100.

As part of the License and Collaboration Agreement, the Registrant has granted to ApolloBio an option to negotiate an exclusive license to research, develop and commercialize the Registrant’s product candidate INO-3112 in the event of termination of the Registrant’s current collaboration with MedImmune for the development of INO-3112 in the territory covered by the License and Collaboration Agreement.

Under the License and Collaboration Agreement, ApolloBio will pay to the Registrant an upfront payment of $23.0million, such payment to be made within three business days following the date of approval of the License and Collaboration Agreement by the board of directors and shareholders of ApolloBio (the “Effective Date”), which Effective Date is expected to occur in the first quarter of 2018. In the event that such upfront payment is not made on or before April7, 2018, the Registrant has the right to terminate the License and Collaboration Agreement in its entirety.

In addition to the upfront payment, the Registrant is entitled to receive up to an aggregate of $20.0million upon the achievement of specified milestones related to the regulatory approval of VGX-3100 in the United States, China and Korea. In the event that VGX-3100 is approved for marketing, the Registrant will be entitled to receive royalty payments based on a tiered percentage of annual net sales, with such percentage being in the low- to mid-teens, subject to reduction in the event of generic competition in a particular territory. ApolloBio’s obligation to pay royalties will continue for 10 years after the first commercial sale in a particular territory or, if later, until the expiration of the last-to-expire patent covering the licensed products in the specified territory.

The License and Collaboration Agreement, once effective, will continue in force until ApolloBio has no remaining royalty obligations. Either party may terminate the License and Collaboration Agreement in the event the other party shall have materially breached or defaulted in the performance of its material obligations thereunder and such default shall have continued for a specified period after written notice thereof. In addition, ApolloBio may terminate the License and Collaboration Agreement at any time beginning one year after the Effective Date for any reason upon 90 days’ written notice to the Registrant.

The foregoing summary of the License and Collaboration Agreement is not complete and is qualified in its entirety by reference to the License and Collaboration Agreement, a copy of which will be filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ending December31, 2017.

Item 1.01. Regulation FD Disclosure.

On January 2, 2018, the Registrant issued a press release announcing its entry into the License and Collaboration Agreement. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report.

As previously disclosed in Current Reports on Form 8-K filed on July14, 2017 and November1, 2017, the Registrant and ApolloBio had entered into a stock purchase agreement (the “Purchase Agreement”) to which ApolloBio had the right to purchase up to $35.0million of the Registrant’s common stock upon the satisfaction of the closing conditions set forth in the Purchase Agreement. In connection with the execution of the License and Collaboration Agreement, the Registrant and ApolloBio have terminated the Purchase Agreement prior to it becoming effective.

Item 1.01. Financial Statements and Exhibits.

(d)Exhibits


INOVIO PHARMACEUTICALS, INC. Exhibit
EX-99.1 2 d501518dex991.htm EX-99.1 EX-99.1 Exhibit 99.1       NEWS RELEASE Immediate Release CONTACTS: Investors: Ben Matone,…
To view the full exhibit click here

About Inovio Pharmaceuticals, Inc. (NASDAQ:INO)

Inovio Pharmaceuticals, Inc. (Inovio) is a bio-pharmaceutical company, which is involved in developing deoxyribonucleic acid (DNA) immunotherapies and vaccines focused on treating and preventing cancers and infectious diseases. The Company’s DNA-based immunotherapies, in combination with its electroporation delivery devices, generates immune responses, in particular T cells, in the body to fight target diseases. It has completed, current or planned clinical programs of its SynCon immunotherapies for human papillomavirus (HPV)-caused pre-cancers and cancers, breast/lung/pancreatic cancer, hepatitis C virus (HCV), hepatitis B virus (HBV), human immunodeficiency virus (HIV), influenza, Ebola, Middle East respiratory syndrome (MERS) and Zika virus. With its immunotherapy platform, as well as with its CELLECTRA electroporation delivery technology, the Company has a pipeline of pre-clinical and clinical stage products that have generated in vivo (in the body) immune responses.

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