NewLink Genetics Corporation (NASDAQ:NLNK) Files An 8-K Entry into a Material Definitive Agreement

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NewLink Genetics Corporation (NASDAQ:NLNK) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

To the extent required by Item 1.01 of Form 8-K, the information
regarding the License Agreement (defined below) contained in Item
2.01 of this Current Report on Form 8-K and the License
Agreement, which is filed as Exhibit 10.1 hereto, are
incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On March 19, 2017 (the Effective Date), Cerulean Pharma, Inc.
(Cerulean) and a wholly-owned subsidiary of NewLink Genetics
Corporation (NewLink Genetics), BlueLink Pharmaceuticals, Inc.
(Acquisition Co), entered into an Asset Purchase Agreement (the
Asset Purchase Agreement), to which Cerulean sold to Acquisition
Co all of Ceruleans right, title and interest in and to the
clinical product candidates CRLX101 and CRLX301 (the Products)
and the accompanying intellectual property rights and know-how,
in exchange for an aggregate purchase price of $1.5 million to be
paid by Acquisition Co within five business days of March 20,
2017, subject to certain conditions. The transaction was
completed simultaneously with the execution of the Asset Purchase
Agreement on the Effective Date.
In connection with the Asset Purchase Agreement, Acquisition Co
also entered into a license agreement with Cerulean in favor of
Acquisition Co (the License Agreement), to which Cerulean granted
to Acquisition Co an exclusive, worldwide, perpetual,
sublicensable right and license, under Ceruleans Dynamic Tumor
Targeting platform technology, to research, develop and
commercialize the Products. Acquisition Co may terminate the
License Agreement upon 60 days notice to Cerulean for any or no
reason. Cerulean may terminate upon a material breach of the
License Agreement by Acquisition Co, subject to a 60-day cure
period. to the terms of the License Agreement, Acquisition Co
agreed to indemnify Cerulean or its assigns for certain claims
arising from a breach of the License Agreement or the research,
development and/or commercialization of the Products by
Acquisition Co.
The foregoing descriptions of the Asset Purchase Agreement and
the License Agreement, and the transactions contemplated thereby,
in each case, do not purport to be complete and are qualified in
their entirety by reference to the Asset Purchase Agreement,
which is filed as Exhibit 2.1 hereto and incorporated herein by
reference, and to the License Agreement, which is filed as
Exhibit 10.1 hereto and is incorporated herein by reference.
In addition to the $1.5 million spent to acquire the Products,
NewLink Genetics expects to spend approximately $1.5 to $3
million in 2017 on transaction costs, transitional matters, and
the winding up of clinical trials related to the Products.
Item 9.01 Financial Statements and Exhibits.
Reference is made to the Exhibit Index included with this Current
Report on Form 8-K.
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: March 20, 2017
NewLink Genetics Corporation
By:
/s/ John B. Henneman III
John B. Henneman III
Its:
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Number
Description
2.1*
Asset Purchase Agreement, dated March 19, 2017, between
Bluelink Pharmaceuticals, Inc. and Cerulean Pharma,
Inc.
10.1
License Agreement, dated March 19, 2017, between
BlueLink Pharmaceuticals, Inc. and Cerulean Pharma,
Inc.
*
The schedules and exhibits to the Asset Purchase Agreement
have been omitted


About NewLink Genetics Corporation (NASDAQ:NLNK)

NewLink Genetics Corporation is a biopharmaceutical company focused on discovering, developing and commercializing immunotherapeutic products for cancer treatment. The Company’s portfolio includes biologic and small-molecule immunotherapy product candidates for a range of oncology indications. Its biologic product candidates are based on its HyperAcute immunotherapy technology platform, which is designed to stimulate the human immune system. Algenpantucel-L is its clinically advanced product candidate for patients with pancreatic cancer. Its additional HyperAcute cellular HyperAcute Cellular Immunotherapy product candidates in clinical development include tergenpumatucel-L and dorgenmeltucel-L for patients with advanced lung cancer and melanoma. It has two small-molecule product candidates in clinical development: GDC-0919 and indoximod. These product candidates are indoleamine-2, 3-dioxygenase (IDO) pathway inhibitors and focus on breaking the immune system’s tolerance to cancer.

NewLink Genetics Corporation (NASDAQ:NLNK) Recent Trading Information

NewLink Genetics Corporation (NASDAQ:NLNK) closed its last trading session 00.00 at 21.75 with 344,296 shares trading hands.