non-exclusive,

know-how,

TLT-1

one-time

 

milestone payment upon achievement by a Novo Licensed Product of a specified regulatory milestone event, and the Company is also obligated to pay Novo Nordisk tiered royalties, in the low single-digit percentages, on aggregate annual net sales of all Novo Licensed Products, on a Novo Licensed Licensed Product and basis, until the later of the expiration of the last valid claim in the licensed patents under the Novo Nordisk Agreement covering such Novo Licensed Product in such country and ten years following the first commercial sale of such Novo Licensed Product in such country. The Company currently expects that all of the licensed patents under the Novo Nordisk Agreement will expire by 2040, potentially extending to 2045 with patent term extension. To date, the Company has not made any payments to Novo Nordisk under the Novo Nordisk Agreement.

In April 2020, the Company entered into a license agreement with Genmab A/S (“Genmab”), pursuant to which Genmab granted the Company an exclusive (even as to Genmab and its affiliates), worldwide and sublicensable license under platform technology patent rights and relating to Genmab’s proprietary DuoBody platform to research, develop, make, have made, use, manufacture, import, export and commercialize products comprising bispecific IgG antibodies targeting and Factor VII (the VII Antibody Products”), including sutacimig, for the treatment of bleeding conditions, including hemophilia (the “Genmab Agreement”). Under the terms of the Genmab Agreement, the Company has agreed to use commercially reasonable efforts to develop, manufacture, obtain regulatory approval for and commercialize VII Antibody Products worldwide.

Under the Genmab Agreement, the Company is obligated to pay Genmab a percentage of all net profit (i.e., revenue and other proceeds less specified direct costs the Company incurs to conduct research, development, manufacture and commercialization of VII Antibody Products) the Company or its affiliates receive with respect to any VII Antibody Products, including (1) net profit from commercial sales of VII Antibody Products and any revenue from third parties, other than Novo Nordisk, in respect of a sublicense or assignment with respect to VII Antibody Products, including assignment fees, sublicensing fees, upfront and milestone fees, royalties and other consideration, whether in kind or cash, and (2) the net profit allocated to VII Antibody Products that the Company or its affiliates receive if the Company undergoes a change of control (other than an acquisition by Novo Nordisk). The percentage of net profit the Company owes with respect to each VII Antibody Product is in the low teens from the effective date of the Genmab Agreement until the first commercial sale of such VII Antibody Product. From and after the first commercial sale of a VII Antibody Product, the percentage of net profit the Company owes with respect to such VII Antibody Product is in the high single digits in all territories in which the Company commercializes such VII Antibody Product and in the in all territories in which a third party, other than Novo Nordisk, commercializes such VII Antibody Product. The Company is obligated to pay such percentage of net profit on a and VII Antibody VII Antibody Product basis until the later of the expiration of the of the platform technology patent rights licensed under the Genmab Agreement covering such VII Antibody Product in such country and twelve years following the first commercial sale of such VII Antibody Product in such country, which the Company refers to as the net profit share term. Following the expiration of the of the platform technology patent rights licensed under the Genmab Agreement covering a given VII Antibody Product in a given country, the percentage of net profit that the Company is obligated to pay with respect to sales of such VII Antibody Product in such country will be reduced by a specified percentage for the remainder of the net profit share term for such VII Antibody Product in such country. The Company currently expects that all of the platform technology patent rights licensed under the Genmab Agreement will expire by 2032, though this date may be extended if, for example, Genmab files additional patents covering its platform technology. To date, the Company has not made any payments to Genmab under the Genmab Agreement.

In the event the Company seeks to sell, license or otherwise dispose of its rights to VII Antibody Products, including through a change of control to any third party other than Novo Nordisk, the Company is obligated to provide Genmab the right to participate in any bidding process as a potential acquirer of such rights.

TLT-1/Factor VII Antibody Product in such country. On expiration of each net profit share term, the Company’s license becomes perpetual, fully paid-up and non-exclusive with respect to the applicable TLT-1/Factor VII Antibody Product in the applicable country. Either party may terminate the Genmab Agreement for the other party’s uncured material breach or insolvency or in certain events of force majeure. Genmab may terminate the Genmab Agreement if the Company or its affiliates or sublicensees challenge any of the platform technology patent rights licensed under the Genmab Agreement. The Company may terminate the Genmab Agreement for any reason upon 120 days written notice to Genmab. If Novo Nordisk obtains from us the exclusive right to exploit VII Antibody Products, including upon termination of the Novo Nordisk Agreement, then the Genmab Agreement will terminate in all territories in which Novo Nordisk obtains such exclusive rights.