THRESHOLD PHARMACEUTICALS, INC. (NASDAQ:THLD) Files An 8-K Entry into a Material Definitive Agreement

THRESHOLD PHARMACEUTICALS, INC. (NASDAQ:THLD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into a Material Definitive Agreement.

On May 31, 2017, Threshold Pharmaceuticals, Inc., (the “Company”), and OBI Pharma, Inc. a public company organized and existing under the laws of Taiwan (“OBI”), entered into an asset purchase and related license agreement (the “Asset Transfer Agreement”) to which the Company agreed to sell to OBI certain rights to TH-3424, which excludes rights in the territories of People’s Republic of China, Hong Kong Special Administrative Region of the People’s Republic of China, Macao Special Administrative Region of the People’s Republic of China, Chinese Taipei; Japan, South Korea, Singapore, Malaysia, Thailand, Turkey·and India. The assets to be purchased by OBI to the Asset Transfer Agreement include certain specified intellectual property (the “Assigned Intellectual Property”), as well as assumed contracts and documentation, in each case, related to TH-3424 (the transaction is referred to herein as, the “Asset Sale”). In connection with the Asset Sale, OBI also assumed certain liabilities and obligations of the Company arising out of or related to certain of the assumed contracts. In addition, the Company granted to OBI a non-exclusive, nontransferable, fully paid-up license of certain of its intellectual property rights for use by OBI in the development of TH-3424. The transfer to OBI of the Threshold’s rights and obligations will occur over a transfer period which is expected to be completed by June 16, 2017 (“Closing”).

to the Asset Transfer Agreement, OBI will pay the Company $3 million, of which $0.5 million has been already paid to the Company as a non-refundable, exclusivity fee. Under the Asset Transfer Agreement, the Company will be entitled to reacquire its rights from OBI for no consideration if OBI breaches its payment obligations under the Agreement. The asset purchase and license agreements include various representations, warranties, covenants, indemnification, termination and other provisions customary for transactions of this sort.

The preceding summary of the Asset Transfer Agreement does not purport to be complete and is subject to the full text of the agreement which will be filed no later than with the filing of the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2017.



Threshold Pharmaceuticals, Inc. is a clinical-stage biotechnology company. The Company is engaged in the discovery and development of therapeutic and diagnostic agents that selectively target tumor cells for the treatment of patients living with cancer. It is developing two therapeutic product candidates based on hypoxia-activated prodrug technology: evofosfamide and tarloxotinib. Evofosfamide is designed as a prodrug that is activated under the extreme hypoxic conditions commonly found in tumors, but not in healthy tissues. Tarloxotinib is under investigation in two Phase II proof-of-concept trials: one for the treatment of patients with mutant EGFR-positive, T790M-negative advanced NSCLC progressing on an EGFR TKI, and the other for patients with recurrent or metastatic squamous cell carcinomas of the head and neck. [18F]-HX4 is an investigational Positron Emission Tomography imaging agent for hypoxia to identify and quantify the degree of hypoxia in tumors in vivo.


THRESHOLD PHARMACEUTICALS, INC. (NASDAQ:THLD) closed its last trading session 00.000 at 0.460 with 111,454 shares trading hands.

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