Item 1.01 Entry into a Material Definitive Agreement.
On August 12, 2021, Fusion Pharmaceuticals Inc. (the "Company") and TRIUMF
Innovations Inc. and TRIUMF Inc. (collectively, "TRIUMF") amended an existing
collaboration agreement (as amended, the "Collaboration Agreement") pursuant to
which the Company will provide up to CAD$25.0 million in milestone and other
payments to TRIUMF in connection with development of process technology related
to actinium-225. The Company is obligated to pay TRIUMF a CAD$5.0 million
milestone within 30 days of the execution of the amendment.
In connection with the Collaboration Agreement, the parties have formed a
company ("NewCo") to hold all of the intellectual property derived from the
collaboration. NewCo is jointly owned and managed by the Company and TRIUMF and
its purpose is to manufacture actinium-225 for the research, clinical and
commercial needs of the Company, and in certain circumstances, other third
parties. The supply of actinium-225 by NewCo to the Company shall be done under
a commercial supply agreement, to be negotiated by NewCo and the Company. The
Company is expected to purchase at least 50% of its annual actinium-225
requirements, unless NewCo is unable to supply such necessary qualities to the
Company.
The Collaboration Agreement expires on the earlier of (1) NewCo's commencement
of supply of actinium-225 to the Company under a commercial supply agreement or
(2) December 31, 2025. The Company and TRIUMF can each terminate the
Collaboration Agreement for the other party's uncured material breach following
the applicable notice period. The Company may terminate the Collaboration
Agreement if TRIUMF experiences a technical failure, as defined in the
Collaboration Agreement. TRIUMF may terminate the Collaboration Agreement its
activities are wound down or there is a governmental directive.
The description of the Collaboration Agreement contained herein does not purport
to be complete and is qualified in its entirety by reference to the complete
text of the Collaboration Agreement, a copy of which will be included as an
exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2021, to be filed with the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure.
On August 12, 2021, the Company issued a press release announcing its entry into
the Collaboration Agreement. A copy of the press release is being furnished as
Exhibit 99.1 to this Report on Form 8-K.
The information set forth in this Item 7.01 and Exhibit 99.1 are intended to be
"furnished" and shall not be deemed to be "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference in any filing under the Exchange Act or the
Securities Act of 1933, as amended, except as expressly set forth by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release, dated August 12, 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL, and
contained in Exhibit 101)
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