On January 10, 2022 Replimune Group, Inc. (Nasdaq: REPL), a clinical stage biotechnology company pioneering the development of a novel class of tumor-directed oncolytic immunotherapies, reported that Provide a corporate update, highlighting the progress of key programs (Press release, Replimune, JAN 10, 2022, View Source [SID1234598456]).

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"Data with RP1 in various high-value skin cancer indications has continued to mature in 2021," said Philip Astley-Sparke, Chief Executive Officer of Replimune. "We have been thrilled to see the clear trends in safety and efficacy persist, with durability data that suggests RP1 has the profile to provide many patients with transformative long-term benefit. With our objective of establishing a broad skin cancer franchise with RP1, which has progressed to commercial planning, we have begun to validate the potential of our RP2 and RP3 oncolytic immunotherapies beyond skin cancers, including in tumor types that commonly metastasize to the liver. Replimune continues to build towards an exciting, data rich 2022, beginning later this quarter with a number of clinical updates, and visibility into the RP2/RP3 Phase 2 clinical development strategy."

Anticipated Key Milestones for 2022

CERPASS – Registration-directed Phase 2 clinical trial in cutaneous squamous cell carcinoma (CSCC)

RP1 in combination with Libtayo (cemiplimab-rwlc) in CSCC: The Company is actively enrolling patients in a registration-directed, global, randomized, controlled, 180-patient Phase 2 clinical trial (CERPASS) evaluating RP1 in combination with Libtayo vs. Libtayo alone in patients with advanced CSCC. The Company expects to complete enrollment such that the trigger for the primary data analysis is expected in late 2022.
IGNYTE – Multi-cohort Phase 2 clinical trial of RP1 combined with Opdivo (nivolumab)

Anti-PD-1 failed melanoma cohort: The Company continues to enroll patients in the 125-patient cohort of the IGNYTE Phase 2 clinical trial in patients with anti-PD1 failed melanoma. The company expects to release interim data from this cohort in late 2022.

Non-melanoma skin cancer (NMSC) cohort: The Company has completed enrollment of 30-patients with anti-PD-1 naïve NMSC and continues to enroll patients with anti-PD-1 failed NMSC. The Company remains on track to provide updated data from the anti-PD1 naïve patients and initial data from the anti-PD-1 failed patients in the first quarter of 2022.

Anti-PD(L)-1 failed non-small cell lung cancer (NSCLC) cohort: Enrollment is open in a 30-patient cohort of RP1 in combination with Opdivo in anti-PD(L)-1 failed NSCLC patients, with initial data is expected to be released in late 2022.
ARTACUS – Phase 1b/2 clinical trial of RP1 as monotherapy in solid organ transplant recipients with CSCC

Enrollment continues in this 65-patient clinical trial with potential registrational intent, assessing the safety and efficacy of RP1 in organ transplant recipients with skin cancer. The Company remains on track to present initial data from this clinical trial in the first quarter of 2022.
RP2 and RP3

RP2 alone and in combination with Opdivo in difficult-to-treat cancers: The Company presented Phase 1 clinical data demonstrating deep and durable responses in difficult-to-treat cancers both as monotherapy and in combination with Opdivo in November 2021. The Company also initiated its expansion of the Phase 1 clinical trial of RP2 in combination with Opdivo, with a focus on patients with liver metastases from various prevalent tumor types including patients with lung, breast and gastrointestinal cancers. The company expects to present initial data from the expansion patients in late 2022.

RP3 alone and in combination with Opdivo: The Company is enrolling patients in a Phase 1 clinical trial for RP3, with initial data expected to be presented in the first quarter of 2022. The Company expects to start enrolling patients to be treated with RP3 in combination with Opdivo early in 2022, including patients with liver metastases from various prevalent tumor types such as lung, breast, head and neck cancer and gastrointestinal cancers. The company expects to present initial data from the expansion patients in late 2022.

RP2 and/or RP3 next stage development including in patients with liver metastases from a range of tumor types: The Company remains on track to initiate a broad clinical development program with RP2 and/or RP3, intended to include a range of prevalent tumor types, including in patients with liver metastases, around mid-year 2022. Details of this plan remain on track to be presented in the first quarter of 2022.
J.P. Morgan Conference Presentation and Webcast

As previously announced, the Company will be present at the virtual meeting of the 40th Annual J.P. Morgan Healthcare Conference on Monday, Jan. 10 at 7:30 a.m. PT. A simultaneous webcast of the presentation will be available in the Investors section of Replimune’s website at www.replimune.com. A replay will be available for 30 days following the conference.

About CERPASS
CERPASS is Replimune’s registration-directed randomized, global Phase 2 clinical study to compare the effects of Libtayo alone versus a combination of Libtayo and Replimune’s investigational oncolytic immunotherapy RP1. The clinical trial is enrolling enroll 180 patients with locally advanced or metastatic cutaneous squamous cell carcinoma (CSCC) who are naïve to anti-PD-1 therapy. The clinical trial will evaluate complete response (CR) rate and overall response rate (ORR) as its two primary efficacy endpoints as assessed by independent review, as well as duration of response, progression-free survival (PFS), and overall survival (OS) as secondary endpoints. The study is being conducted under a clinical trial collaboration agreement with Regeneron in which the costs of the trial are shared and full commercial rights retained by Replimune. Libtayo is being jointly developed by Regeneron and Sanofi.
Libtayo is a registered trademark of Regeneron.

About IGNYTE
IGNYTE is Replimune’s multi-cohort Phase 1/2 trial of RP1 plus Opdivo. There are 4 tumor specific cohorts currently enrolling in this clinical trial including a 125-patient cohort in anti-PD-1 failed cutaneous melanoma. This cohort was initiated after completing enrollment in a prior Phase 2 cohort in the same clinical trial of approximately 30 patients with melanoma. The additional cohorts are in non-melanoma skin cancers which includes both naïve and anti-PD-1 failed CSCC, in anti-PD1 failed microsatellite instability high, or MSI-H/dMMR tumors and anti-PD(L)-1 failed non-small cell lung cancer, or NSCLC. This trial is being conducted under a collaboration and supply agreement with Bristol-Myers Squibb Company. Opdivo is a registered trademark of Bristol-Myers Squibb Company.

About RP1
RP1 is Replimune’s lead product candidate and is based on a proprietary new strain of herpes simplex virus engineered and genetically armed to maximize tumor killing potency, the immunogenicity of tumor cell death, and the activation of a systemic anti-tumor immune response.

About RP2 & RP3
RP2 and RP3 are derivatives of RP1 that express additional immune-activating proteins. RP2 expresses an anti-CTLA-4 antibody-like molecule and RP3 additionally expresses the immune co-stimulatory pathway activating proteins CD40L and 4-1BBL. RP2 and RP3 are intended to provide targeted and potent delivery of these proteins to the sites of immune response initiation in the tumor and draining lymph nodes, with the goal of focusing systemic immune-based efficacy on tumors and limiting off-target toxicity

On January 10, 2022 ORIC Pharmaceuticals, Inc. (Nasdaq: ORIC), a clinical stage oncology company focused on developing treatments that address mechanisms of therapeutic resistance, reported that program updates and upcoming key milestones that are expected to substantially broaden and advance the company’s clinical pipeline (Press release, ORIC Pharmaceuticals, JAN 10, 2022, View Source [SID1234598455]).

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"2021 was a transformational year for ORIC during which we presented initial data from both ongoing ORIC-101 combination trials, advanced our differentiated pipeline with three IND/CTA submissions, progressed two discovery pipeline programs into lead optimization, and further strengthened the balance sheet," said Jacob M. Chacko, M.D., president and chief executive officer. "These efforts have significantly broadened our pipeline, with expected updates from our two ongoing trials of ORIC-101 in the first half of 2022 and initial Phase 1b clinical data from our other three product candidates in the first half of 2023, for a total of five clinical updates across four programs over the next 18 months."

Program Updates and Milestones

ORIC-101: Glucocorticoid Receptor (GR) Antagonist
ORIC-101 is a potent and selective GR antagonist with two distinct mechanisms of action being evaluated in two Phase 1b trials in combination with: (1) Xtandi (enzalutamide) in metastatic prostate cancer and (2) Abraxane (nab-paclitaxel) in advanced or metastatic solid tumors. The company reported initial data from the Phase 1b study of ORIC-101 in combination with nab-paclitaxel in the second quarter of 2021 and initial data from the Phase 1b trial of ORIC-101 in combination with enzalutamide in the fourth quarter of 2021. The company expects to provide an update on both trials in the first half of 2022.

ORIC-533: CD73 Inhibitor
ORIC-533 is a highly potent, orally bioavailable CD73 inhibitor and has demonstrated more potent adenosine inhibition in preclinical studies compared to an antibody approach and other small molecule CD73 inhibitors. The FDA cleared the company’s Investigational New Drug Application (IND) for ORIC-533 in the third quarter of 2021. Based on strong mechanistic rationale and compelling preclinical single agent activity in bone marrow cells from patients with multiple myeloma, the company has initiated a Phase 1b trial as a single agent in multiple myeloma and expects to report initial data in the first half of 2023.

ORIC-114: EGFR/HER2 Inhibitor
ORIC-114 is a brain penetrant, orally bioavailable, irreversible inhibitor designed to selectively target EGFR and HER2 with high potency against exon 20 insertion mutations. ORIC-114 has demonstrated systemic tumor regressions and strong intracranial antitumor activity in various EGFR exon 20 insertion NSCLC and HER2-positive breast cancer models. ORIC-114 also compares favorably in head to head in vivo studies versus multiple approved and clinical stage EGFR exon 20 and HER2 inhibitors. The company filed a Clinical Trial Application (CTA) in the fourth quarter of 2021. The Phase 1b single agent study will enroll patients with advanced solid tumors with EGFR or HER2 exon 20 alterations or HER2 amplification and will allow patients with CNS metastases that are either treated or untreated but asymptomatic. The company expects to report initial Phase 1b data from this trial in the first half of 2023.

ORIC-944: PRC2 Inhibitor
ORIC-944, is a potent and selective allosteric inhibitor of polycomb repressive complex 2 (PRC2), that targets its regulatory embryonic ectoderm development (EED) subunit and has demonstrated single agent efficacy in multiple enzalutamide-resistant prostate cancer models in preclinical studies. The IND for ORIC-944 was filed and cleared by the FDA in the fourth quarter of 2021. The company plans to pursue a single agent clinical development plan in metastatic prostate cancer and expects to report initial Phase 1b data in the first half of 2023.

Discovery Pipeline
In addition to the four product candidates, the company is leveraging its resistance platform in pursuit of multiple discovery research programs that focus on its expertise in precision oncology and hormone-dependent cancers. These programs highlight the company’s medicinal chemistry and structure-based drug design proficiency to target drivers of resistance in solid tumors like prostate, breast, and lung cancer that relapse with innate, acquired or bypass mechanisms of resistance. The company recently advanced two of these programs into lead optimization.

Anticipated Program Milestones

ORIC anticipates the following upcoming milestones:

ORIC-101: Updates from two Phase 1b combination trials in 1H 2022
ORIC-533: Initial Phase 1b data in 1H 2023
ORIC-114: Initial Phase 1b data in 1H 2023
ORIC-944: Initial Phase 1b data in 1H 2023
New program and/or indication to be announced in 2022
Financial Guidance

As of December 31, 2021, cash, cash equivalents and investments totaled $280.8 million, which the company expects will be sufficient to fund its operating plan into the first half of 2024.

Presentation and Webcast

Jacob M. Chacko, M.D., president and chief executive officer, will present a corporate overview at the 40th Annual J.P. Morgan Healthcare Conference on Tuesday, January 11, 2022, at 3:00 p.m. ET. A live webcast will be available through the investor section of the company’s website at View Source A replay of the webcast will be available for 30 days following the event.

On January 10, 2022 NANOBIOTIX (Euronext: NANO – NASDAQ: NBTX – the ‘‘Company’’), a late-stage clinical biotechnology company pioneering physics-based approaches to expand treatment possibilities for patients with cancer, reported a corporate update highlighting key priorities and anticipated development milestones for 2022 (Press release, Nanobiotix, JAN 10, 2022, View Source [SID1234598454]).

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"We believe 2021 provided strong validation of the broad potential therapeutic benefit of NBTXR3 and the capabilities of the Nanobiotix team," said Laurent Levy, co-founder and chairman of the executive board of Nanobiotix. "Not only did our single-agent and combination development programs yield new data suggesting radiotherapy-activated NBTXR3 may improve clinical outcomes for patients with either local or systemic disease, but we were also able to launch NANORAY-312, our global phase III registration study in head and neck cancer. This momentum enabled us to move quickly to begin 2022, with the first European patient randomized in our phase III study and recruitment efforts well under way. In parallel, in 2021 we strengthened our leadership team with the appointment of both a new supervisory board Chairman and new Chief Financial Officer; and added a new strategic partner to advance and expand development of NBTXR3 in Asia. Moreover, we took measures to increase operational efficiencies and optimize capital allocation, effectively extending our operating runway while further strengthening our priority development pathways. Our priorities for the year remain focused on executing our ongoing studies, capturing the opportunity to drive value by defining our registration strategy in immunotherapy, and expanding the tumor-agnostic, combination-agnostic profile of NBTXR3 through our strategic collaborations."

2022 Corporate Priorities

The Nanobiotix mission is to improve treatment outcomes for patients around the world by developing and commercializing disruptive, nanophysics-based therapeutic solutions across multiple major disease areas, beginning with cancer. In 2022, Nanobiotix plans to continue to grow and strengthen its organizational capabilities in order to deliver on the potential of its lead product candidate, NBTXR3.

Key corporate priorities for the year are as follows:

Focus Company-led development efforts on the execution of NANORAY-312, a global, pivotal study seeking regulatory market approval of NBTXR3 as a single-agent activated by radiation in locally advanced head and neck squamous cell carcinoma (HNSCC; head and neck cancer) and the advancement of a follow-on checkpoint inhibitor combination strategy for patients naïve to anti-PD-1 treatment as well as patients with inadequate or no response to prior anti-PD-1 treatment
Advance the expansion of NBTXR3’s global pipeline through existing collaborations and/or the addition of new collaborations that can potentially contribute complementary development and/or commercial capabilities
Further align resources and capital allocation with strategic priorities and enhance operating efficiencies
Deepen operational expertise in key functional areas to support continued company growth
Continue to foster a company culture of innovation, integrity, accountability, transparency, and inclusion
2022 Development Pipeline Objectives

In 2022, the Nanobiotix development program will continue to focus on: (i) Execution of Company-led priority pathways in HNSCC and immunotherapy, and (ii) working with existing and future collaborators to expand the development footprint for NBTXR3.

Key development objectives and expected milestones as follows:

Advance toward NBTXR3 global commercial registration through NANORAY-312, evaluating the product candidate as a single-agent activated by radiotherapy for high-risk elderly patients with locally advanced HNSCC following preliminary survival data from phase I dose expansion study (Study 102 Expansion) showing a potential benefit for elderly patients with a worse prognosis. Expected 2022 milestones include:
Randomize First NANORAY-312 Patient in Europe – January 2022 (Achieved)
Activate First NANORAY-312 US Site
Activate First NANORAY-312 Asia Site (LianBio)
Establish a planned path to registration for NBTXR3 in combination with anti-PD-1 following initial data from the Company’s ongoing phase I study (Study 1100) suggesting NBTXR3 may prime immune response, enhance response rates in anti-PD-1 naïve patients, and help overcome resistance to prior anti-PD-1 therapy in non-responders. Expected 2022 milestones include:
Establish Recommended Phase II Dose (RP2D) in all cohorts
Present Updated Study 1100 Data
Announce Development Next Steps Following Regulatory Agency Feedback
Expand evaluation of NBTXR3 safety and feasibility to additional solid tumor indications and therapeutic combinations outside of Company-led pathways through collaborators. Expected 2022 milestones include:
Establish Recommended Phase II Dose (RP2D) in Pancreatic Cancer
Present Data from Phase I evaluation of NBTXR3 plus chemoradiation in HNSCC
Present Data from Phase I/II evaluation of NBTXR3 plus chemoradiation in Rectal Cancer
2021 Year-End Cash

As of December 31, 2021, Nanobiotix estimates that it had approximately €83.9 million in cash, cash equivalents, and investments, compared to €119.2 million as of December 31, 2020. Following comprehensive operational adjustments undertaken in the second half of 2021, Nanobiotix has been able to extend its operating runway and now expects that its cash, cash equivalents, and investments as of December 31, 2021, excluding any future potential milestones that may be received by the Company from collaborations, will enable the Company to fund its current operational plan into the second quarter of 2023. This estimate of cash, cash equivalents and investments is preliminary and is based on information currently available and may differ from the actual cash balance to be included in the Company’s audited financial statements.

Upcoming Investor Conferences in January 2022

H.C. Wainwright Bioconnect Conference
Date: January 10-13, 2022
Format: Corporate presentation
Time: Presentation available for registered attendees starting January 10, 2022 at 7:00 AM (EST) / 1:00 PM (CET)

Biotech Showcase 2022
Date: January 17-19, 2022
Format: Corporate presentation and virtual one-on-one meetings with investors
Time: Presentation available for registered attendees starting January 10, 2022 at 7:00 AM (EST) / 1:00 PM (CET)

An updated corporate overview presentation is available on the Investors section of the Company’s website at View Source and a webcast of the H.C. Wainwright Bioconnect Conference will be archived in the events section at View Source

2022 Financial Agenda

March 30, 2022 – 2021 Full-Year Corporate and Financial Update
May 10, 2022 – First Quarter 2022 Corporate and Financial Update
June 17, 2022 – Annual General Meeting, Paris, France
September 7, 2022 – 2022 Half-Year Corporate and Financial Update
November 9, 2022 – Third Quarter 2022 Corporate and Financial Update
***

About NBTXR3

NBTXR3 is a novel, potentially first-in-class oncology product composed of functionalized hafnium oxide nanoparticles that is administered via one-time intratumoral injection and activated by radiotherapy. The product candidate’s physical mechanism of action (MoA) is designed to induce significant tumor cell death in the injected tumor when activated by radiotherapy, subsequently triggering adaptive immune response and long-term anti-cancer memory. Given the physical MoA, Nanobiotix believes that NBTXR3 could be scalable across any solid tumor that can be treated with radiotherapy and across any therapeutic combination, particularly immune checkpoint inhibitors.

NBTXR3 is being evaluated in locally advanced head and neck squamous cell carcinoma (HNSCC) as the primary development pathway. The company-sponsored phase I dose escalation and dose expansion study has produced favorable safety data and early signs of efficacy. In February 2020, the United States Food and Drug Administration granted regulatory Fast Track designation for the investigation of NBTXR3 activated by radiation therapy, with or without cetuximab, for the treatment of patients with locally advanced HNSCC who are not eligible for platinum-based chemotherapy.

Nanobiotix has also prioritized an Immuno-Oncology development program—beginning with a Company sponsored phase I clinical study evaluating NBTXR3 activated by radiotherapy in combination with anti-PD-1 checkpoint inhibitors for patients with locoregional recurrent or recurrent/metastatic HNSCC and lung or liver metastases from any primary cancer eligible for anti-PD-1 therapy either naïve or resistant to prior PD-1 (either primary or secondary as per SITC (Free SITC Whitepaper) criteria).

Given the Company’s focus areas, and balanced against the scalable potential of NBTXR3, Nanobiotix has engaged in strategic collaborations to expand development of the product candidate in parallel with its priority development pathways. Pursuant to this strategy, in 2019 Nanobiotix entered into a broad, comprehensive clinical research collaboration with The University of Texas MD Anderson Cancer Center to sponsor several phase I and phase II studies to evaluate NBTXR3 across tumor types and therapeutic combinations. In 2021, the Company entered into an additional strategic collaboration agreement with LianBio to support its global phase III study in Asia along with four future registrational studies.

On January 10, 2022 BioNTech SE (Nasdaq: BNTX, "BioNTech") and Crescendo Biologics Ltd ("Crescendo"), a clinical stage immuno-oncology company developing novel, targeted T cell enhancing therapeutics, reported that they have entered a multi-target discovery collaboration to develop novel immunotherapies for the treatment of patients with cancer and other diseases. The initial term of the discovery collaboration is three years (Press release, BioNTech, JAN 10, 2022, View Source [SID1234598453]).

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Crescendo will contribute its unique, proprietary, transgenic platform to deliver fully human heavy-chain antibody domains (Humabody VH) against targets nominated by BioNTech. Humabodies represent a novel class of therapeutics that retain the high-affinity binding and specificity of conventional therapeutic antibodies while providing additional advantages such as small size, enhanced tissue and tumor penetration, stability and molecular simplicity due to the lack of a light chain. In particular, the modular nature of Humabodies make them ideally suited for the development of multi-target immunotherapies.

"Crescendo’s platform provides excellent properties for exploiting novel targets and target combinations which we believe has great potential for the development of multi-specific mRNA and engineered cell-based therapies in a variety of disease areas," said Ugur Sahin, M.D., Chief Executive Officer and Co-Founder of BioNTech. "We are excited to begin working with Crescendo to further strengthen and expand our multimodal immunotherapy portfolio and deliver breakthrough precision medicines for patients."

"To collaborate with BioNTech and their world-class team is a transformational opportunity for Crescendo. We are looking forward to further leveraging our clinically validated Humabody VH platform within mRNA therapeutics to develop better treatment options for patients," said Theodora Harold, Chief Executive Officer at Crescendo Biologics.

Under the terms of the agreement, Crescendo will receive $40 million upfront, including a cash payment and an equity investment from BioNTech, as well as research funding for the period of the collaboration. BioNTech will be responsible for global development and hold exclusive worldwide commercialization rights on any products arising from the collaboration. Crescendo will be eligible to receive development, regulatory and commercial milestones up to a total of more than $750 million, in addition to tiered royalties on global net sales.

On January 7, 2022, Century Therapeutics, Inc. (the "Company") reported that entered into a Research, Collaboration and License Agreement (the "Collaboration Agreement") with Bristol-Myers Squibb Company ("BMS") to collaborate on the research, development and commercialization of induced pluripotent stem cell derived, engineered natural killer cell and/or T cell programs for hematologic malignancies and solid tumors (each a "Collaboration Program," and each product candidate developed within such Collaboration Program, a "Development Candidate") (Filing, 8-K, Century Therapeutics, JAN 10, 2022, View Source [SID1234598452]).

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Pursuant to the Collaboration Agreement, the Company and BMS will initially collaborate on two Collaboration Programs and BMS has the option to add up to two additional Collaboration Programs, for an additional fee. The initial two Collaboration Programs are focused on acute myeloid leukemia ("AML") and multiple myeloma, respectively. The two additional Collaboration Programs that BMS may elect to add to the collaboration will focus on targets chosen from a set of reserved targets or other targets selected by BMS, which can be nominated subject to certain conditions agreed with the Company and outlined in the Collaboration Agreement.

Under the Collaboration Agreement, the Company will be responsible for generating Development Candidates for each Collaboration Program with a goal of producing Development Candidates that meet pre-specified criteria. BMS has the option, exercisable for a specified period of time after the Development Candidate for each Collaboration Program is deemed to meet the applicable criteria, to elect to exclusively license from the Company the Development Candidates created in each Collaboration Program for pre-clinical development, clinical development and commercialization on a worldwide basis (each a "License Option"). Following BMS’s exercise of the License Option with respect to a Collaboration Program, the Company will be responsible for performing investigational new drug application ("IND")-enabling studies, supporting BMS’s preparation and submission of an IND and manufacturing of clinical supplies until completion of a proof of concept clinical trial for the relevant Development Candidates, in each case at pre-agreed rates. BMS will be responsible for all regulatory, clinical, manufacturing (after the proof of concept clinical trial) and commercialization activities for such Development Candidates worldwide. The Company has the option to co-promote with BMS Development Candidates generated from the initial AML Collaboration Program and, if BMS elects to expand to a fourth Collaboration Program, Development Candidates generated from the fourth Collaboration Program.

Under the terms of the Collaboration Agreement, BMS will make a non-refundable, upfront cash payment of $100 million to the Company within thirty (30) days of execution of the Collaboration Agreement and will pay the Company an exercise fee upon the exercise of the License Option with respect to a Collaboration Program (each such Collaboration Program, a "Licensed Program" and product candidates developed under a Licensed Program, "Licensed Products"). With respect to each Licensed Program, BMS will pay the Company up to $235 million in milestone payments upon the first achievement of certain development and regulatory milestones within such Licensed Program. In addition, BMS will pay the Company up to $500 million per Licensed Product in net sales-based milestone payments. BMS will also pay the Company tiered royalties per Licensed Product as a percentage of net sales in the high-single digits to low-teens, subject to reduction for biosimilar competition, compulsory licensing and certain third party licenses costs. If Century exercises its co-promote option, such royalty percentage will be increased to low-teens to high-teens in respect of the sales of the co-promoted Licensed Products in the United States. The royalty term shall terminate on a Licensed Product-by-Licensed Product and country-by-country basis on the latest of (i) the twelve (12) year anniversary of the first commercial sale of such Licensed Product in such country, (ii) the expiration of any regulatory exclusivity period that covers such Licensed Product in such country, and (iii) the expiration of the last-to-expire licensed patent of the Company or a jointly owned patent that covers such the Licensed Product in such country. After expiration of the applicable royalty term for a Licensed Product in a country, all licenses granted by the Company to BMS for such Licensed Product in such country will be fully paid-up, royalty-free, perpetual and irrevocable.

The Collaboration Agreement includes customary representations and warranties, covenants and indemnification obligations for a transaction of this nature. The Company and BMS each have the right to terminate the agreement for material breach by, or insolvency of, the other party following notice, and if applicable, a cure period. BMS may also terminate the Collaboration Agreement in its entirety, or on a program-by-program basis, for convenience upon ninety (90) days’ notice.

The foregoing description of the Collaboration Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Collaboration Agreement. A copy of the Collaboration Agreement will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2022.

Securities Purchase Agreement

In connection with the Collaboration Agreement, the Company and BMS entered into a Securities Purchase Agreement (the "Purchase Agreement") on January 7, 2022, whereby the Company issued and sold and BMS purchased 2,160,760 shares of the Company’s common stock, par value $0.0001 per share (the "Common Stock") (the "Shares") at a price per share of $23.14, for an aggregate purchase price of $50 million. The Company and BMS expect to close on the purchase and sale of the Shares on January 12, 2022.