PULMATRIX, INC. (NASDAQ:PULM) Files An 8-K Entry into a Material Definitive Agreement

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PULMATRIX, INC. (NASDAQ:PULM) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Entry Into a Material Definitive Agreement.

On June9, 2017, Pulmatrix, Inc. (the Company) entered into a
License, Development and Commercialization Agreement (the License
Agreement) with RespiVert Ltd. (RespiVert), a wholly owned
subsidiary of Janssen Biotech, Inc., to which RespiVert granted
the Company an exclusive, royalty-bearing license in its
intellectual property portfolio of materials and technology
related to narrow spectrum kinase inhibitor compounds (the
Licensed IP), to develop and commercialize products worldwide
that incorporate the Licensed IP. The development, application,
design and marketing of the Licensed IP and any licensed products
will be managed exclusively by the Company.

The Company will pay RespiVert an up-front, non-refundable
license fee of $1,000,000 in partial consideration for the rights
granted by RespiVert to the Company, and will pay RespiVert
designated amounts when any licensed product achieves certain
developmental milestones. Following the commencement of
commercial sales of the licensed products, the Company will pay
RespiVert designated amounts when certain milestone events occur.
The development milestones and commercial milestones range from
$1,000,000 to $80,000,000 depending upon the significance of the
particular milestone. We are also required to pay RespiVert
royalties on all sales of licensed products, with such royalties
ranging from 6% – 10% of sales.

The License Agreement terminates upon the expiration of the
Companys obligation to pay royalties for all licensed products,
unless earlier terminated. In addition, the License Agreement may
be terminated (i)by the Company for any reason upon 120 days
advance notice to RespiVert; (ii)by RespiVert upon receipt of
notice from the Company of either voluntary or involuntary
insolvency proceedings of the Company; and (iii)by either party
for a material breach which remains uncured following the cure
period.

The License Agreement also contains mutual confidentiality and
indemnification obligations of the Company and RespiVert.

Item8.01. Other Events.

On June13, 2017, the Company issued a press release announcing
the License Agreement. A copy of that press release is filed as
Exhibit 99.1 to this Current Report on Form 8-K.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1 Press Release, issued on June13, 2017.


About PULMATRIX, INC. (NASDAQ:PULM)

Pulmatrix, Inc. is a clinical stage biopharmaceutical company developing inhaled therapies to address serious pulmonary disease. The Company’s product pipeline is focused on advancing treatments for rare diseases, including PUR1900, an inhaled anti-fungal for patients with lung disease, including cystic fibrosis. In addition, the Company focuses on pulmonary diseases through collaboration with partners, including PUR0200, a generic in clinical development for chronic obstructive pulmonary disease.