Seattle Genetics, Inc. (NASDAQ:SGEN) Files An 8-K Entry into a Material Definitive Agreement

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Seattle Genetics, Inc. (NASDAQ:SGEN) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Entry into a Material Definitive Agreement

On May5, 2017,Seattle Genetics, Inc. (the Company) entered into a
termination agreement with Immunomedics, Inc. (Immunomedics) and
a settlement agreement with venBio Select Advisors LLC (venBio)
and Immunomedics.The disclosure included under Item 1.02 below is
incorporated herein by reference.

Item1.02. Termination of a Material Definitive
Agreement

On February10, 2017, the Company entered into a development and
license agreement (the License Agreement) with Immunomedics that
provided for the grant to the Company of exclusive worldwide
rights to develop, manufacture and commercialize sacituzumab
govitecan (IMMU-132) effective upon the
closing of the transactions contemplated by the License
Agreement. In addition, on February10, 2017, the Company
purchased 3,000,000 shares of Immunomedics common stock at an
aggregate purchase price of $14.7million, and on February16,
2017, Immunomedics issued the Company a warrant (the Warrant) to
purchase up to 8,655,804 additional shares of Immunomedics common
stock at an initial exercise price of $4.90 per share, which
warrant may be exercised until February10, 2020.On February13,
2017, the Company was named a co-defendant in a lawsuit filed by
venBio in the Delaware Chancery Court (the Court) against the
members of the board of directors of Immunomedics to which, among
other things, venBio sought to enjoin the closing of the
transactions contemplated by the License Agreement.On May4, 2017,
the Company and Immunomedics, Inc. agreed to terminate the
License Agreement and to amend the term of the Immunomedics
Warrant, and in connection therewith, Immunomedics and venBio
agreed to fully settle, resolve and release the Company, and the
Company agreed to fully settle, resolve and release Immunomedics
and venBio, from all disputes, claims and liabilities arising
from the License Agreement and the transactions contemplated
thereby, subject to the terms of the termination agreement and
settlement agreement.Under the termination agreement,
Immunomedics has agreed to amend the Warrant to be exercisable
until the later of December31, 2017 and the date that is six
months following the date that sufficient shares of Immunomedics
common stock have been authorized to enable full exercise of the
Warrant.The termination agreement between the Company and
Immunomedics and the settlement of the venBio lawsuit against the
Company remain subject to Court approval of the dismissal of the
venBio lawsuit.The termination of the License Agreement will be
effective as of the date of the Court approval.Upon the
termination agreement becoming effective, Immunomedics will be
obligated to amend the term of the Warrant and the Company will
not receive any rights to IMMU-132.The foregoing summary of the
material terms of the termination agreement and settlement
agreement does not purport to be complete and is subject to, and
qualified in its entirety by references to the full text of the
agreements, which will be filed as exhibits to the Companys
Quarterly Report on Form 10-Q for the quarter ended June30,
2017.

Item8.01. Other Events.

On May5, 2017, the
Company issued a press release announcing the agreement to
terminate the License Agreement. A copy of the press release is
filed as Exhibit 99.1 hereto and is incorporated herein by
reference.

Item9.01 Financial Statements and Exhibits.

(d)
Exhibits.

99.1 Press Release of Seattle Genetics, Inc. dated May5, 2017


About Seattle Genetics, Inc. (NASDAQ:SGEN)

Seattle Genetics, Inc. is a biotechnology company focused on the development and commercialization of therapies for the treatment of cancer. The Company’s product ADCETRIS, or brentuximab vedotin, is an antibody-drug conjugate (ADC), comprising an anti-CD30 monoclonal antibody attached by a protease-cleavable linker to a microtubule disrupting agent, monomethyl auristatin E (MMAE). The Company’s pipeline includes other clinical-stage ADC programs, which are SGN-CD33A, SGN-CD19A, SGN-LIV1A, SGN-CD70A, ASG-22ME, and ASG-15ME, and SEA-CD40, which is based on its sugar-engineered antibody (SEA) technology. SGN-CD33A is an ADC composed of an anti-CD33 monoclonal antibody indicated for the treatment of acute myeloid leukemia (AML). SGN-CD19A is an ADC composed of an anti-CD19 monoclonal antibody indicated for the treatment of hematologic malignancies. SGN-LIV1A is an ADC composed of an anti-LIV-1 monoclonal antibody indicated for the treatment of LIV-1-positive metastatic breast cancer.

Seattle Genetics, Inc. (NASDAQ:SGEN) Recent Trading Information

Seattle Genetics, Inc. (NASDAQ:SGEN) closed its last trading session up +1.15 at 63.74 with 754,189 shares trading hands.