Elevation Oncology, Inc. Enters License Agreement with CSPC Megalith Biopharmaceutical Co., Ltd
July 29, 2022 at 02:03 am IST
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On July 27, 2022, Elevation Oncology entered into a license agreement with CSPC Megalith Biopharmaceutical Co. Ltd., a subsidiary of CSPC Pharmaceutical Group Limited (the Licensor), with an effective date of July 27, 2022 (the Effective Date), pursuant to which the Licensor granted to the Company a worldwide exclusive right and license (outside of the People's Republic of China, Hong Kong, Taiwan, and Macau (such worldwide territory excluding the foregoing, the Territory)) under certain patents identified in the License Agreement (the Licensed Patents) and know-how (collectively, the Licensed IP) to develop and commercialize products (Licensed Products) containing EO-3021 (SYSA1801) (the Licensed Compound) in the treatment of cancer. Under the terms of License Agreement, the Company is required to pay to the Licensor a one-time upfront license fee of $27 million, milestone payments of up to $148 million following the achievement of certain development and regulatory milestones, and additional milestone payments of up to approximately $1.0 billion following the achievement of certain commercial milestones.
The Company will purchase Licensed Products for any clinical or commercial supply from the Licensor under the terms of a supply agreement. Until the Company has completed the first Phase 2 clinical trial for the first Licensed Product in the United States, the Licensor shall supply the Licensed Compound to the Company for clinical purposes as the Company requests, but only to the extent necessary for the Company to conduct such clinical trial, at no cost to the Company. The License Agreement will expire automatically upon the expiration of the last royalty term of the last Licensed Product (the Term), with each royalty term expiring on a country-by-country basis upon the later of: (i) the expiration or abandonment of the last-to-expire Licensed Patent covering a Licensed Product; (ii) 10 years after the date of first commercial sale in the applicable country; and (iii) expiration of regulatory exclusivity for the Licensed Product in the applicable country. Following the expiration of the Term, the License will become non-exclusive and fully-paid. The License Agreement may be terminated by the Company for any reason upon 180 days prior written notice to the Licensor. The Licensor may terminate the License Agreement if the Company or any sublicensee commences an action challenging the Licensed Patents or following the occurrence of certain change of control transactions. Either party may terminate the License Agreement (i) for an uncured material breach of the License Agreement by the other party or (ii) if, at any time, the other party undergoes certain bankruptcy, insolvency or dissolution proceedings.
Elevation Oncology, Inc. is an oncology company. The Company is focused on the discovery and development of selective cancer therapies to treat patients across a range of solid tumors with significant unmet medical needs. Its lead product candidate, EO-3021 is an antibody-drug conjugate (ADC) designed to target Claudin 18.2, which can selectively deliver a cytotoxic payload directly to cancer cells expressing Claudin 18.2. EO-3021 consists of a fully human immunoglobulin G1 (IgG1) mAb that targets Claudin 18.2 and is site-specifically conjugated to the monomethyl auristatin E (MMAE) payload via a cleavable linker with a drug-to-antibody ratio (DAR) of 2. EO-3021 is designed to bind to Claudin 18.2 on the cell surface and is internalized, upon which the linker is cleaved in the lysosome to release the MMAE payload, a potent anti-mitotic agent. Its second program is an ADC designed to target HER3, which is overexpressed across solid tumors.