Item 1.01 Entry into a Material Definitive Agreement
License Agreement
On
Pursuant to the terms of the License Agreement, Zai Shanghai will pay to Turning
Point a
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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedJanuary 11, 2021 . 104 The cover page of this Current Report on Form 8-K is formatted in Inline XBRL
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