UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 12, 2016

 

APTEVO THERAPEUTICS INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

Registrant’s telephone number, including area code:  (206) 838-0500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

 

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Item 1.01Entry Into a Material Definitive Agreement.

Aptevo Research and Development LLC (previously Emergent Product Development Seattle, LLC) (“Aptevo R&D”), a subsidiary of Aptevo Therapeutics, Inc. (the “Company”), and MorphoSys AG (“MorphoSys”) are parties to that certain License and Co-Development Agreement, dated as of August 19, 2014, as amended by that certain (i) First Amendment, effective as of July 8, 2015 and (ii) Second Amendment, effective as of December 7, 2015 (the “Collaboration Agreement”), pursuant to which Aptevo R&D and MorphoSys have agreed to the joint worldwide development and commercialization of MOR209/ES414, a targeted immunotherapeutic protein, which activates host T-cell immunity specifically against cancer cells expressing prostate specific membrane antigen, an antigen commonly overexpressed on prostate cancer cells. MOR209/ES414 was constructed using the Company’s proprietary ADAPTIR platform technology.

On December 12, 2016, Aptevo R&D entered into a Third Amendment to License and Co-Development Agreement (the “Third Amendment”) pursuant to which Aptevo R&D and MorphySys agreed to amend the Supply Agreement to, among other things, amend the allocation of certain manufacturing and development costs thereunder and amend the convenience termination rights of MorphoSys. Under the terms of the Third Amendment, Aptevo R&D will bear 75% of all development costs with respect to MOR209/ES414, and MorphoSys will bear 25% of such costs, during the period from January 1, 2017 through June 30, 2017.  During the period from July 1, 2017 through December 31, 2018, Aptevo R&D will bear 49% of such development costs and MorphoSys will bear 51%.  Beyond January 1, 2019, Aptevo will bear 36% and MorphoSys will bear 64% of such development costs. Under the revised termination rights, Morphosys can terminate the Collaboration Agreement for convenience (i) within one week following the receipt and discussion of certain test results or (ii) at any time during the last two weeks of June 2017.

The foregoing description of the Third Amendment is not complete and is qualified in its entirety by reference to the full text of such amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

See Exhibit Index attached hereto.

 

 

 

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

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EXHIBIT INDEX

 

 

 

 

 

THIRD AMENDMENT

TO LICENSE AND CO-DEVELOPMENT AGREEMENT

 

THIS THIRD AMENDMENT  (“Third Amendment”) effective as of  December 8, 2016 (“Effective Date”), is made by and between MorphoSys AG, a German corporation (registered at the District Court of Munich, HRB121023) having an office and place of business at Lena-Christ-Str. 48, 82152 Martinsried/Planegg, Germany, (collectively with its affiliates, “Morphosys”) and Aptevo Research and Development LLC (previously Emergent Product Development Seattle, LLC), a US corporation (registered in Delaware, N° 4858233) having an office and place of business at 2401 Fourth Avenue, Suite 1050, Seattle, Washington, USA (“Aptevo”).

WHEREAS, Aptevo and MorphoSys entered into that License and Co-Development Agreement dated as of August 19, 2014, as amended by first amendment effective as of July 8, 2015 and by second amendment effective as of December 7, 2015 (“Agreement”); and

WHEREAS, Aptevo and MorphoSys now desire to further amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Aptevo and MorphoSys hereby agree as follows:

1.Incorporation of Recitals; Capitalized Terms.  The Recitals set forth above are deemed to be true and accurate in all respects and are hereby incorporated into this Third Amendment by reference.  Capitalized terms used herein shall have the same meanings ascribed to them in the Agreement unless otherwise expressly defined herein.  

2.Section 4.4.1 (a) of the Agreement shall be deleted in its entirety and replaced as follows:

4.4.1 General.

(a)

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Confidential

 

3.Article 13.2 b) of the Agreement shall be deleted in its entirety and replaced as follows:

13.2 b)

MorphoSys shall also have the right to terminate the Agreement at its sole unfettered discretion by written notice either: (i) with immediate effect (i.e. with no notice period) within one week after the ADA test results from six (6) subjects participating under the ES414 Protocol 401 Amendment 2 of the Phase I/II Clinical

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Confidential

Trial Dose Escalation Phase that have been treated for three (3) twenty-eight (28) day cycles (or the relevant number of cycles and days on treatment foreseen in ES414 Protocol 401 Amendment 2), have been obtained and have been discussed at a JSC meeting, or (ii) at any time during the last two (2) weeks of June 2017 with effect as of June 30, 2017, but regardless whether (i) or (ii) occurs first. For the avoidance of doubt continuous payment obligations from MorphoSys to Aptevo pursuant to Article 14.1.2 shall not apply if MorphoSys terminates the Agreement pursuant to this Article 13.2 (b).

4.Interpretation; Full Force And Effect; Counterparts. Except as expressly amended hereby, the Agreement shall continue in full force and effect.  This Third Amendment is incorporated and made a part of the Agreement between MorphoSys and Aptevo.  In the event of any conflict or inconsistency between the Agreement and this Third Amendment, the latter shall prevail. This Third Amendment may be executed by the Parties hereto in one or more counterparts, all of which shall be valid and binding on the Party or Parties executing them and all counterparts shall constitute one and the same document for all purposes.  Each Party hereto represents and warrants that this Third Amendment has been duly authorized, executed and delivered by or on behalf of such Party.

 

IN WITNESS WHEREOF, Aptevo and Morphosys have entered into this Amendment as of the Effective Date.

 

Aptevo Research and Development LLC

 

 

 

MorphoSys AG

 

 

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