Item 1.01. Entry into a Material Definitive Agreement.
On January 4, 2023, Immunome, Inc. (the "Company") entered into a collaboration
and option agreement ("Collaboration Agreement") with AbbVie Global Enterprises
Ltd. ("AbbVie"), pursuant to which the Company will use its proprietary
discovery engine to discover and validate targets derived from patients with
three specified tumor types, and antibodies that bind to such targets, which may
be the subject of further development and commercialization by AbbVie. The
research term is at least 66 months, subject to extension in certain
circumstances by specified extension periods. Pursuant to the terms of the
Collaboration Agreement, with respect to each novel target-antibody pair that
the Company generates that meets certain mutually agreed criteria (each, a
"Validated Target Pair" or "VTP"), the Company granted to AbbVie an exclusive
option (up to a maximum of 10 in total) to purchase all rights in and to such
Validated Target Pair, for all human and non-human diagnostic, prophylactic and
therapeutic uses throughout the world, including without limitation the
development and commercialization of certain products derived from the assigned
Validated Target Pair and directed to the target comprising such VTP
("Products"). No rights are granted by Company to AbbVie under any of Company's
platform technology covering the Company's discovery engine. Until the
expiration of the research term, the Company is not permitted to conduct any
activities in connection with targets or antibodies derived from patients with
the specified tumor types, whether independently or with other third parties,
except in limited circumstances with respect to certain target-antibody pairs
that are no longer subject to the collaboration with AbbVie. In addition, during
the term of the Collaboration Agreement, the Company is not permitted to develop
products directed to targets that are included in VTPs purchased by AbbVie, or
to which AbbVie still has rights under the Collaboration Agreement, whether
independently or with other third parties.
Under the Collaboration Agreement, AbbVie will pay the Company an upfront
payment of $30 million, plus certain additional platform access payments in the
aggregate amount of up to $70 million based on the Company's use of its
discovery engine in connection with activities under each stage of the research
plan, and delivery of VTPs to AbbVie. AbbVie will also pay an option exercise
fee in the low single digit millions for each of the up to 10 VTPs for which it
exercises an option. If AbbVie progresses development and commercialization of a
Product, AbbVie will pay the Company development and first commercial sale
milestones of up to $120 million per target, and sales milestones based on
achievement of specified levels of net sales of Products of up to $150 million
in the aggregate per target, in each case, subject to specified deductions in
certain circumstances. On a Product-by-Product basis, AbbVie will pay the
Company tiered royalties on net sales of Products at a percentage in the low
single digits, subject to specified reductions and offsets in certain
circumstances. AbbVie's royalty payment obligation will commence, on a
Product-by-Product and country-by-country basis, on the first commercial sale of
such Product in such country and will expire on the earlier of (a) (i) the ten
(10)-year anniversary of such first commercial sale for such Product in such
country, or (ii) solely with respect to a Product that incorporates an antibody
comprising a VTP (or certain other antibodies derived from such delivered
antibody), the expiration of all valid claims of patent rights covering the
composition of matter of any such antibody (whichever out of (i) or (ii) is
later), and (b) the expiration of regulatory exclusivity for such Product in
such country.
The Collaboration Agreement will expire upon the expiration of the last to
expire royalty payment obligation with respect to all Products in all countries,
subject to earlier expiration if all option exercise periods for all Validated
Target Pairs expire without AbbVie exercising any option. In addition, the
research term will terminate if AbbVie does not elect to make certain platform
access payments at specified points during the research term, in order for the
Company to continue the target discovery activities under the collaboration. The
Collaboration Agreement may be terminated by (a) either party upon the other
party's uncured material breach, or upon any insolvency event of the other
party, (b) AbbVie for convenience upon a specified period prior written notice,
or (c) AbbVie for the Company's breach of representations and warranties with
respect to debarment or compliance with anti-bribery and anti-corruption laws.
If AbbVie has the right to terminate the Collaboration Agreement for the
Company's uncured material breach or a breach of representations and warranties
with respect to debarment or compliance with anti-bribery and anti-corruption
laws, AbbVie may elect to continue the Collaboration Agreement, subject to
certain specified reductions applicable to certain of AbbVie's payment
obligations (with a specified floor on such reductions).
The foregoing description of the Collaboration Agreement is not complete and is
subject to, and is qualified in its entirety by reference to, the full text of
the Collaboration Agreement. A copy of the Collaboration Agreement will be filed
as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year
ending December 31, 2022. The Company intends to seek confidential treatment for
certain portions of the Collaboration Agreement pursuant to a Confidential
Treatment Request submitted to the Securities and Exchange Commission pursuant
to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
Item 7.01 Regulation FD Disclosure.
On January 6, 2023, Immunome and AbbVie issued a joint press release titled
"AbbVie and Immunome Announce Strategic Collaboration to Discover Multiple Novel
Oncology Targets," a copy of which is being furnished as Exhibit 99.1 to this
Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1
attached hereto, is intended to be furnished and shall not be deemed "filed" for
purposes of Section 18 of the Exchange Act or otherwise subject to the
liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act.
The information contained herein and in Exhibit 99.1 attached hereto shall not
be incorporated by reference into any filing with the SEC made by the Company,
whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibit
Number Description
99.1 Joint press release issued by the Company and AbbVie on January 6,
2023 titled "AbbVie and Immunome Announce Strategic Collaboration to
Discover Multiple Novel Oncology Targets"
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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