Item 1.01 Entry into a Material Definitive Agreement.
On November 17, 2022, Immunome, Inc. (the "Company") entered into a Letter
Agreement ("Letter Agreement") with the Whitehead Institute for Biomedical
Research ("Whitehead"), which became effective on January 4, 2023 upon the
satisfaction of the conditions described therein. The Letter Agreement
supplements the Exclusive Patent License Agreement entered into between the
Company and Whitehead on June 25, 2009 (as amended on December 17, 2009, March
21, 2013, August 21, 2017 and July 21, 2020, the "License Agreement"). Pursuant
to the Letter Agreement, Whitehead and the Company agreed that certain payments
received by the Company from the Collaborator (as defined in the Letter
Agreement) (i.e., a "corporate partner," as defined in the License Agreement)
would be excluded from the Company's payment obligations to Whitehead. The
Company and Whitehead further agreed, among other things, that the Company will
make certain payments to Whitehead (i) as Net Sales (as defined in the License
Agreement) as long as the Company receives those payments from the Collaborator
on a specified number of products purchased by the Collaborator and (ii) upon
the achievement of certain milestones whether by the Company or the
Collaborator.
The foregoing description is not complete and is qualified in its entirety by
reference to the full text of the Letter Agreement which the Company intends to
file with the U.S. Securities and Exchange Commission with its Annual Report on
Form 10-K for the year ended December 31, 2022. The License Agreement was
previously filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2021.
Item 8.01 Other Events.
IMM-BCP-01 Update
On January 6, 2023, the Company announced that it successfully completed dosing
of the first cohort of patients in a Phase 1b study of IMM-BCP-01, its COVID-19
antibody cocktail, with no significant treatment-related adverse events. The
Company has decided to seek a partner in order to continue the trial and for any
further development activities.
Corporate Presentation
On January 6, 2023, the Company posted a presentation to its website that may be
used by the Company from time to time in meetings with investors, analysts,
collaborators, vendors or other third parties. A copy of the presentation is
attached as Exhibit 99.1 to this report and incorporated into this Item 8.01 by
reference.
The information disclosed under the heading "Corporate Presentation" in this
Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933,
as amended, except as expressly set forth in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Presentation dated January 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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IMMUNOME, INC. 
