vTv Therapeutics Inc. (NASDAQ:VTVT) Files An 8-K Entry into a Material Definitive Agreement

vTv Therapeutics Inc. (NASDAQ:VTVT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

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On December 11, 2020, vTv Therapeutics LLC (“vTv LLC”), a controlled subsidiary of vTv Therapeutics Inc., entered into a License Agreement with Anteris Bio, Inc. (“Anteris”) (the “Anteris License Agreement”), under which Anteris obtained a worldwide, exclusive and sublicensable license to develop and commercialize vTv LLC’s Nrf2 activator, HPP971.

Under the terms of the Anteris License Agreement, Anteris will pay vTv LLC an initial license fee of $2.0 million. vTv LLC is eligible to receive additional potential development, regulatory, and sales-based milestone payments totaling up to $151 million.  Anteris is also obligated to pay vTv royalty payments at a double digit rate based on annual net sales of licensed products.  Such royalties will be payable on a licensed product-by-licensed product basis until the latest of expiration of the licensed patents covering a licensed product in a country, expiration of data exclusivity rights for a licensed product in a country, or a specified number of years after the first commercial sale of a licensed product in a country.  In addition, vTv LLC received a minority ownership interest in Anteris.

Under the terms of the Anteris License Agreement, Anteris will be responsible for the development and commercialization of the licensed products, at its cost, and is required to use commercially reasonable efforts with respect to such development and commercialization efforts.

The Anteris License Agreement, unless terminated earlier, will continue until expiration of all royalty obligations of Anteris to vTv LLC.  Either party may terminate the Anteris License Agreement for the other party’s uncured material breach.  Anteris may terminate the Anteris License Agreement at will upon prior written notice.  Either party may terminate the Anteris License Agreement for the other party’s insolvency.

The description of the Anteris License Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Anteris License Agreement, a copy of which will be filed as an exhibit to the vTv Therapeutics Inc. Annual Report on Form 10-K for the year ending December 31, 2020.

About vTv Therapeutics Inc. (NASDAQ:VTVT)

vTv Therapeutics Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in the discovery and development of orally administered small molecule drug candidates. Its drug candidate for the treatment of Alzheimer’s disease (AD) is azeliragon (TTP488), an orally administered, small molecule antagonist targeting the receptor for advanced glycation endproducts (RAGE), for which it has commenced patient enrollment in a Phase III clinical trial. Its type II diabetes drug candidates include TTP399, an orally administered, liver-selective glucokinase activator (GKA), for which it has completed enrollment in its Phase IIb clinical trial, and TTP273, an orally administered, non-peptide agonist that targets the glucagon-like peptide-1 receptor (GLP-1r), for which it began enrollment in a Phase II clinical trial. It has over three additional programs in various stages of clinical development for the prevention of muscle weakness and the treatment of inflammatory disorders.

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