Item 1.01. Entry into a Material Definitive Agreement.
On September 9, 2022, AnaptysBio, Inc. (“AnaptysBio”) entered into a Purchase
and Sale Agreement (the “Purchase Agreement”) with a wholly-owned subsidiary of
DRI Healthcare Trust (“DRI”) to monetize all of AnaptysBio’s future royalties on
global net sales of Zejula under AnaptysBio’s Confidential Settlement and
Modification Agreement (the “Settlement Agreement”), with Tesaro, Inc., Tesaro
Development, Ltd., and GlaxoSmithKline LLC (collectively, “GSK”), dated as of
October 23, 2020.
Pursuant to the Purchase Agreement, DRI paid to AnaptysBio $35 million in an
upfront payment in exchange for all royalties payable by GSK to AnaptysBio under
the Settlement Agreement on global net sales of Zejula starting in July 2022
(the “Purchased Royalty Interest”). Under the Settlement Agreement, the royalty
is paid at a rate of 1%, but is subject to reduction due to royalties paid to
third parties, with a minimum royalty rate payable under the Settlement
Agreement of 0.5% of global net sales of Zejula. The current effective royalty
rate is 0.5%.
Under the Purchase Agreement, AnaptysBio is entitled to receive an additional
$10 million payment from DRI if Zejula is approved by the U.S. Food and Drug
Administration (the “FDA”) for the treatment of endometrial cancer on or prior
to December 31, 2025.
Under the Purchase Agreement, and in connection with its sale of the Purchased
Royalty Interest, AnaptysBio has agreed to certain covenants with respect to the
exercise of its rights under the Settlement Agreement, including with respect to
AnaptysBio’s right to amend, assign and terminate the Settlement Agreement. The
Purchase Agreement contains other customary terms and conditions, including
representations and warranties, covenants and indemnification obligations in
favor of each party.
The foregoing summary of the Purchase Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Purchase
Agreement and the Settlement Agreement. A copy of the Settlement Agreement is
available as Exhibit 10.18 to AnaptysBio’s Annual Report on Form 10K for the
year ended December 31, 2020. A copy of the Purchase Agreement will be filed as
an exhibit to AnaptysBio’s Quarterly Report on Form 10Q for the quarterly
period ending September 30, 2022. The Purchase Agreement will be filed to
provide investors with information regarding its terms. It is not intended to
provide any other factual information about AnaptysBio, DRI or any of their
respective subsidiaries or affiliates. The representations and warranties of the
parties contained in the Purchase Agreement have been made solely for the
benefit of the parties thereto.
Item 7.01. Regulation FD.
On September 12, 2022, AnaptysBio updated its corporate investor presentation, a
full copy of which is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed
“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 it be deemed incorporated by reference into any other 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 99.1 AnaptysBio Corporate Overview September 2022 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).
This filing contains forward-looking statements within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, the timing and potential amount of milestones and
royalty payments to be received under the Settlement Agreement and benefits
expected from the Purchase Agreement. Statements including words such as “may,”
“will,” “to be,” or “expect” and statements in the future tense are
forward-looking statements. These forward-looking statements involve risks and
uncertainties, as well as assumptions, which, if they do not fully materialize
or prove incorrect, could cause our results to differ materially from those
expressed or implied by such forward-looking statements. Forward-looking
statements are subject to risks and uncertainties that may cause the company’s
actual activities or results to differ significantly from those expressed in any
forward-looking statement, including the risk that Zejula may not be approved by
the FDA for the treatment of endometrial cancer on or prior to December 31,
2025, or at all, and risks and uncertainties described under the heading “Risk
Factors” in documents the company files from time to time with the Securities
and Exchange Commission. These forward-looking statements speak only as of the
date of this report, and the company undertakes no obligation to revise or
update any forward-looking statements to reflect events or circumstances after
the date hereof.
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