Item
1.01. Entry into a Material Definitive Agreement.
Exclusive
License Agreement with The Regents of the University of California
On
May 26, 2021, Corbus Pharmaceuticals Holdings, Inc. (the “Company”) entered into an Exclusive License Agreement (the
“UCSF License Agreement”) with The Regents of the University of California (‘The Regents”), pursuant to
which the Company received an exclusive license to certain patents relating to humanized antibodies against integrin αvβ8,
one of which the Company is referring to as CRB-601, along with non-exclusive licenses to certain related know-how and materials.
In
consideration for the license and other rights granted to the Company under the UCSF License Agreement, the Company paid The Regents
a license issue fee of $1,500,000 and is obligated to pay an annual license maintenance fee, as well as up to $153,000,000 in
potential milestone payments for the achievement of certain development, regulatory, and sales milestones. In addition, the Company
is obligated to pay royalties in the low, single digits on sales of products falling within the scope of the licensed patents,
which is subject to a minimum annual royalty obligation, and a percentage share of certain payments received by Company from sublicensees
or in connection with the sale of the licensed program.
The
UCSF License Agreement will remain in effect until the expiration or abandonment of the last patent rights licensed under the
UCSF License Agreement. The UCSF License Agreement may be terminated by The Regents for the Company’s failure to cure a
default after notice, and the Company may terminate the UCSF License Agreement at any time upon 60 days’ notice. In addition,
the UCSF License Agreement will automatically terminate upon the filing of a petition for relief under the United States Bankruptcy
Code by or against the Company or if the Company files a claim asserting that the patents licensed under the UCSF License Agreement
are invalid or unenforceable.
The
USCF License Agreement also contains customary representations, warranties and covenants, as well as customary provisions relating
to indemnification, confidentiality and other matters.
License
Agreement with Milky Way BioPharma, LLC
On
May 25, 2021, the Company entered into a License Agreement (“the Milky Way License Agreement”) with Milky Way BioPharma,
LLC (‘Milky Way”), a subsidiary of Panorama Research Inc., pursuant to which the Company received an exclusive license,
under certain patent rights and know-how owned or controlled by Milky Way, to develop, commercialize, and otherwise exploit products
containing antibodies against integrin αvβ6 and/or integrin αvβ8 (“Licensed Products”), one
of which the Company is referring to as CRB-602. Under the terms of the Milky Way License Agreement, the Company will have sole
responsibility for research, development, and commercialization of any Licensed Products, and Company has agreed to use commercially
reasonable efforts to perform these activities.
In
consideration for the license and other rights granted to the Company under the Milky Way License Agreement, the Company paid
Milky Way an upfront payment of $500,000 and will issue to Milky Way $250,000 of shares of its common stock, par value $0.0001
per share (the “Common Stock”), to be determined based on the average of the volume-weighted average price per share
of Common Stock, to be issued on the later of (i) ninety (90) days following the date of the Milky Way License Agreement or (ii)
five (5) business days following the date of approval by the stockholders of the Company of a proposal to increase the number
of authorized shares of Common Stock in an amount equal to at least 300,000,000 shares of Common Stock. The Company is obligated
to pay up to $53,000,000 in potential milestone payments for the achievement of certain development, regulatory, and sales milestones.
At the Company’s election, the Company may satisfy a portion of certain milestone payments by issuing shares of Common Stock.
In addition, the Company is obligated to pay royalties in the low, single digits on sales of Licensed Products during the life
of the applicable licensed patents on a country-by-county and product-by-product basis (the “Royalty Term”), which
is subject to a minimum annual royalty obligation, as well as a percentage share of certain payments received by Company from
sublicensees.
The
Milky Way License Agreement will remain in effect, on a country-by-country and product-by-product basis, until the expiration
of the Royalty Term in each country. The Milky Way License Agreement may be terminated by either party for the other party’s uncured
material breach or insolvency or bankruptcy, and the Company may terminate the agreement at any time upon 30 days’ notice during
the first year of the agreement or upon 180 days’ notice thereafter.
The
Milky Way License Agreement also contains customary representations, warranties and covenants, as well as customary provisions
relating to indemnification, confidentiality and other matters.
Copies
of the UCSF License Agreement and the Milky Way License Agreement referenced above will be filed as an exhibit in a subsequent
periodic report to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).