ZAI LAB LIMITED Item 1.01 Entry into a Material Definitive Agreement
Summary
On
The transaction for the issuance of the Subscription Shares to Argenx under the
Share Issuance Agreement has been approved by the boards of directors of both
companies and is expected to close in
The terms of the Collaboration and License Agreement are further summarized below.
Collaboration and License Agreement
On
Pursuant to the Collaboration Agreement, Zai Auto Immune will be responsible for the development of the Licensed Compound and Licensed Products in the Territory in accordance with a development plan to support the regulatory approval of the Licensed Product in the Territory.
For each Licensed Product that is approved in the Territory, Zai Auto Immune will have the right to commercialize such Licensed Product in the Territory, during which Argenx is eligible to receive tiered royalties (mid-teen to low-twenties on a percentage basis and subject to customary reductions) based on annual net sales of all Licensed Products in the Territory. Zai Auto Immune's royalty obligations will continue on a jurisdiction-by-jurisdiction and Licensed Product-by-Licensed Product basis until the last to occur of (i) expiration of the last valid claim of a licensed patent that covers such Licensed Product in such jurisdiction, (ii) expiration of regulatory exclusivity in such jurisdiction for such Licensed Product and (iii) twelve years from the first commercial sale of such Licensed Product in such jurisdiction.
In partial consideration of the license granted to Zai Auto Immune, a
The Collaboration Agreement contains customary representations, warranties and covenants by the parties. Unless terminated earlier pursuant to its terms, the agreement will continue in effect on a jurisdiction-by-jurisdiction and Licensed Product-by-Licensed Product basis until expiration of the royalty term for such Licensed Product in such jurisdiction. The Collaboration Agreement may be terminated by either party upon the other party's uncured material breach, bankruptcy, insolvency or similar event. In addition, Zai Auto Immune may terminate the
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Collaboration Agreement for any or no reason upon 180 days' prior written notice of Argenx. If Zai Auto Immune or any of its affiliates or sublicensees challenges a patent licensed by Argenx under the Collaboration Agreement as invalid, unenforceable or otherwise not patentable, Argenx will have the right to immediately terminate the Collaboration Agreement, subject to certain exceptions. In addition, if a force majeure event is specific to Zai Auto Immune and persists for a specified period of time, Argenx will have the right to terminate the Collaboration Agreement upon notice to Zai Auto Immune.
* * *The foregoing description of the terms of the Collaboration Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreement, which the Company intends to file as an exhibit to a subsequent periodic report or on an amendment to this Current Report on Form 8-K.
* * *The representations and warranties and other statements in the agreements (1) speak only as to the date on which they were made, and may be modified or qualified by confidential schedules or other disclosures, agreements or understandings among the parties, which the parties believe are not required by the securities laws to be publicly disclosed, and (2) may be subject to a different materiality standard than the standard that is applicable to disclosures to investors. Moreover, it was advised that information concerning the subject matter of the representations and warranties and other statements made in the various agreements would likely change after the execution date of such agreements, and subsequent information may or may not be fully reflected in the Company's public disclosures. Accordingly, investors should not rely upon representations and warranties and other statements in the various agreements as factual characterizations of the actual state of affairs of the Company. Investors should instead look to disclosures contained in the Company's reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Item 3.02. Unregistered Sales of
The disclosure set forth under Item 1.01 with respect to the issuance of the
Subscription Shares, consisting of 568,182 ordinary shares of the Company,
pursuant to the Share Subscription Agreement is incorporated by reference into
this Item 3.02. Based upon the outstanding ordinary shares of the Company as of
The issuance of shares pursuant to the Share Issuance Agreement will be made in
reliance upon Regulation S under the Securities Act of 1933, as amended (the
"Securities Act") to Argenx, a non-
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedJanuary 6, 2021 . 104 The cover page of this Current Report on Form 8-K is formatted in Inline XBRL
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