Item 1.01. Entry into a Material Definitive Agreement.

On January 10, 2021, Humanigen, Inc. (the "Company") announced that it had entered into a master services agreement (the "Agreement") with EVERSANA Life Science Services, LLC ("EVERSANA") pursuant to which EVERSANA will provide the Company multiple services from its integrated commercial platform in preparation for the potential commercialization of lenzilumab, the Company's lead product candidate, for treatment of hospitalized and hypoxic COVID-19 patients. A copy of the Company's press release announcing the Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Under the Agreement, EVERSANA will serve as the Company's end-to-end commercial partner, providing the Company with a full suite of services in connection with the potential launch of lenzilumab. EVERSANA's services initially will comprise marketing, market access and field solution services, and may expand to other areas including patient services, compliance services, professional services, data and analytics, and health economics outcome research, as may be negotiated by the parties and set forth in statements of work delivered in accordance with the Agreement.

The Company will pay EVERSANA fees and reimburse it for its expenses in performing the services as established in applicable statements of work. EVERSANA has agreed to defer its fees pending the Company's receipt of an emergency use authorization ("EUA") from the U.S. Food and Drug Administration for lenzilumab for hospitalized and hypoxic COVID-19 patients. If the Company has not received an EUA by April 30, 2021 or such later date as to which the parties otherwise may agree, either party may terminate the Agreement immediately; EVERSANA will not receive the deferred fees upon such termination.

The Agreement provides for a one-year term and will renew for subsequent one-year terms unless either party provides a notice of non-renewal. After the first year, the Company may terminate the Agreement upon advance written notice to EVERSANA. The Agreement contains customary provisions allowing either party to terminate the Agreement as a result of certain changes in law and material breaches and certain insolvency events by or relating to the other party.

The Agreement imposes customary mutual obligations on the parties to protect and not disclose the confidential information and intellectual property of the other, and contains insurance, non-solicitation, indemnification and limitation of liability provisions customary for service contracts of this type.

The foregoing description of the Agreement does not purport to describe all of its terms and is qualified in its entirety by the full text of the Agreement, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






 (d) Exhibits

Exhibit No. Exhibit Description



10.1†         Master Services Agreement effective as of January 8, 2021 between
            Humanigen, Inc. and EVERSANA Life Science Services, LLC.
99.1          Press release issued January 10, 2021.

† Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company will furnish supplementally an unredacted copy of such exhibit to the U.S. Securities and Exchange Commission or its staff upon request.

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