Entry into a Material Definitive Agreement

On September 27, 2016, Infinity Pharmaceuticals, Inc. (the "Company" or "we") reported that it entered into a second amendment (the "Second Amendment") to our agreement with Intellikine LLC ("Intellikine" and such agreement, as amended, the "Intellikine Agreement") (Filing, 8-K, Infinity Pharmaceuticals, OCT 3, 2016, View Source [SID:SID1234515550]).

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Under the Second Amendment, effective upon the execution of a transaction in which we or our affiliates (i) grant a license or sublicense of rights under certain intellectual property to use, develop and/or commercialize our product candidate IPI-145 or (ii) sell, in an asset sale, any rights necessary to practice IPI-145 (such transaction, a "Qualifying Transaction"), all milestones for our first licensed compound or product under the Intellikine Agreement shall be deemed satisfied as if they had been achieved by IPI-145, and all of our obligations to report the achievement of such milestones and to make accompanying milestone payments to Intellikine for our first licensed compound or product shall be terminated. Additionally, upon the execution of a Qualifying Transaction, our obligation to use diligent efforts to develop products under the Intellikine Agreement shall be reduced from two products to one. We will pay Intellikine fifty percent (50%) of all revenue arising from each Qualifying Transaction, subject to certain exceptions.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second Amendment, which we intend to file with the Securities and Exchange Commission as an exhibit to our Quarterly Report on Form 10-Q for the period ending September 30, 2016.