Item 1.01 Entry into a Material Definitive Agreement

License Agreement

On January 10, 2021 (U.S. time), Zai Lab (Shanghai) Co., Ltd., a wholly-owned subsidiary of Zai Lab Limited ("Zai Shanghai"), entered into a license agreement (the "License Agreement") with Turning Point Therapeutics, Inc. ("Turning Point") pursuant to which Zai Shanghai received an exclusive license to develop and commercialize products containing Turning Point's drug candidate, TPX-0022, as an active ingredient (the "Licensed Product") in mainland China, Hong Kong, Macau and Taiwan (the "Territory"). Pursuant to the License Agreement, Zai Shanghai will be responsible for conducting the development and commercialization activities in the Territory related to the Licensed Products. Zai Shanghai may, at its election and expense, subject to specified exceptions, participate in future global clinical studies of the Licensed Products through clinical trial sites in the Territory. In addition, Turning Point will also have a first right to negotiate a license outside the Territory to a potential drug candidate from one of Zai Shanghai's pipeline programs if Zai Shanghai files an investigational new drug application for the drug candidate.

Pursuant to the terms of the License Agreement, Zai Shanghai will pay to Turning Point a $25 million upfront payment, plus up to approximately $336 million in potential development, regulatory and sales-based milestone payments. Turning Point will also be 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 Shanghai's royalty obligations will continue on a region-by-region and Licensed Product-by-Licensed Product basis until the last to occur of (i) the expiration of the last-to-expire licensed patent claims in such region, (ii) the expiry of the regulatory exclusivity for the Licensed Product in such region; or (iii) the close of business of the day that is exactly ten (10) years after the date of the first commercial sale of the Licensed Product in such region.

The License Agreement contains customary representations, warranties and covenants by the parties. Unless terminated earlier pursuant to its terms, the License Agreement will continue in effect until expiration of the last royalty term with respect to any Licensed Product in any region in the Territory. The License Agreement may be terminated for customary reasons, including upon mutual written agreement and upon the other party's uncured material breach, bankruptcy, insolvency or similar event. In addition, Zai Shanghai may terminate the License Agreement for any or no reason by providing written notice to Turning Point, which termination will be effective following a prescribed notice period.

Subject to specified exceptions, during the term of the License Agreement, Zai Shanghai has agreed that neither it nor its affiliates, its licensees and its sublicensees will conduct any development, manufacturing and commercialization activities with specified products that would compete with the Licensed Products in or outside the Territory, and Turning Point has agreed that neither it nor its affiliates, its licensees and its sublicensees of Licensed Products will conduct any development, manufacturing and commercialization activities with such competing products in the Territory, other than manufacturing activities in support of activities outside the Territory.


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The foregoing description of the terms of the License 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.


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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 7.01 Regulation FD Disclosure.

On January 11, 2021 (U.S. time), the Company issued a press release announcing the above-described transactions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing or this Current Report.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.       Description

99.1          Press Release, dated January 11, 2021.

104         The cover page of this Current Report on Form 8-K is formatted in
            Inline XBRL

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