ITUS CORPORATION (NASDAQ:ITUS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On November 13, 2017, ITUS Corporation, through its wholly-owned subsidiary, Certainty Therapeutics, Inc. (“Certainty”), entered into a license agreement (the “Agreement”) with The Wistar Institute of Anatomy and Biology (“Wistar”) to which Certainty was granted an exclusive, worldwide, royalty-bearing license (the “License”) to use certain intellectual property owned or controlled by Wistar relating to Wistar’s chimeric endocrine receptor targeted therapy technology (such technology being akin to chimeric antigen receptor T-cell technology, the “Licensed Technology”). ITUS Corporation plans to use the Licensed Technology initially for the development of a treatment for ovarian cancer. ITUS Corporation may also use the Licensed Technology for the development of treatments for additional solid tumors. The License may be transferred and sublicensed by Certainty, subject to certain exceptions contained in the Agreement.
In consideration for the License, Certainty will make certain cash and equity payments to Wistar. With respect to Certainty’s cash obligations to Wistar, Certainty is required to pay Wistar an initial licensing fee and to make certain milestone payments upon the achievement of various milestones related to the Licensed Technology. Certainty is also required to make certain royalty payments to Wistar based upon net sales from any product derived from the Licensed Technology, with a minimum annual royalty payment payable to Wistar beginning on the first day of the calendar year following the first commercial sale by Certainty of a product derived from the Licensed Technology, and to make certain future maintenance fee payments to Wistar. With respect to Certainty’s equity obligations to Wistar, Certainty issued to Wistar shares of its common stock equal to five percent (5%) of the common stock of Certainty. Certainty also granted Wistar certain anti-dilution protections, preemptive rights and a right of participation as it relates to Wistar’s ownership interest of Certainty.
to the Agreement, Wistar retained its right to make use of the Licensed Technology for non-commercial, educational, and research purposes and is permitted to grant additional licenses of the Licensed Technology to academic, governmental or non-profit institutions and to other third parties as long as the grant does not encroach upon Certainty’s License. In addition, in certain instances, if Certainty does not elect to develop and commercialize certain products utilizing the Licensed Technology, Wistar may convert the License to a non-exclusive license and may sublicense the right to develop and commercialize such products to a third party.
The Agreement will remain in effect until such time as the royalty terms related to the Licensed Technology expire, unless terminated earlier. This Agreement may be terminated by Wistar if Certainty fails to fulfill certain of its milestone obligations under the Agreement, fails to make any payments to Wistar when due, upon a material breach of a covenant or agreement, upon bankruptcy, dissolution or cessation of operations, and if Certainty or its affiliates bring a patent challenge against Wistar, all subject to certain cure periods.
About ITUS CORPORATION (NASDAQ:ITUS)
ITUS Corporation is engaged in developing a diagnostic platform called Cchek, for the early detection of tumor-based cancers. The Cchek cancer detection platform measures a patient’s immune response to a malignancy by detecting the presence, absence and quantity of certain immune cells that exist in and around a tumor and that enter the blood stream. Instead of seeking to alter or boost the body’s immune system and its ability to destroy cancer cells, the Company has developed techniques and protocols for measuring the subtle immunological changes that occur in the blood stream during tumor development. Through its protocols, the Company has detected the biomarkers in the peripheral blood of biopsy verified cancer patients, and in distinguishing the blood of healthy patients from the blood of cancer patients.