Item 1.02 Termination of a Material Definitive Agreement.
On January 16, 2020, Unum Therapeutics, Inc. (the "Company") and Seattle
Genetics, Inc. ("SGI" and together with the Company, the "Parties") announced
that they have agreed to terminate that certain Collaboration Agreement dated
June 7, 2015 (the "Collaboration Agreement") and have entered into a termination
agreement and release (the "Termination Agreement"), effective as of January 16,
2020 (the "Termination Effective Date"), pursuant to which the Parties will
cease all research, development, manufacturing and other exploitations of any
and all research candidates and development candidates under the Collaboration
Agreement, including, without limitation, the development candidate ACTR-BCMA
and a research candidate. As the Company previously announced in November 2019,
further dose escalation of the ATTCK-17-01 Phase 1 trial of ACTR-BCMA was
suspended pending a further review of the program. The decision to enter into
the Termination Agreement and discontinue further dose-escalation of ATTCK-17-01
was based on a deprioritization of a target approach relative to the emerging
clinical competitive environment in relapsed or refractory multiple myeloma and
a desire to allocate the resources of the Parties towards other programs and
product candidates. No dose-limiting toxicities following ACTR087 administration
were reported and no severe adverse events of cytokine release syndrome or
neurologic events have been observed to date.
Pursuant to terms of the Termination Agreement, among other things, (i) SGI will
pay the Company $5,750,000 within five business days after Termination Effective
Date, (ii) SGI will surrender, assign and transfer to Unum all of SGI's right,
title and interest in the 831,847 shares of the Company's common stock owned by
SGI, (iii) the Company will pay all expenses for the wind-down of the ACTR-BCMA
trial and (iv) SGI will pay research and development costs incurred through the
Termination Effective Date and all costs incurred by the Company associated with
the research candidate program through June 30, 2019. In addition, the
exclusivity provisions in the Collaboration Agreement terminate and each party
will be free to research, develop and commercialize their individual constructs
(the SGI antibody or the ACTR construct, as applicable) either by themselves or
with third parties, subject to the intellectual property rights of the other
party.
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