ITEM 1.01 Entry into a Material Definitive Agreement.
On January 26, 2022, Atara Biotherapeutics, Inc., a Delaware corporation (the “Company”), entered into an asset purchase agreement (the “Asset Purchase Agreement” and the transactions contemplated thereby, the “Transaction”) by and between the Company, FUJIFILM Diosynth Biotechnologies California, Inc., a Delaware corporation (“FUJIFILM”), and for certain limited purposes, FUJIFILM Holdings America Corporation, a Delaware corporation, pursuant to which, among other things, the Company will sell, assign, transfer, convey and deliver to FUJIFILM all of the Company’s right, title and interest in and to certain assets related to the Atara T-Cell Operations and Manufacturing facility located at 2430 Conejo Spectrum Street, Thousand Oaks, California (the “ATOM Facility” and the transferred assets, the “Transferred Assets”). Under the terms of the Asset Purchase Agreement, FUJIFILM will pay the Company at closing (the “Closing”) $100 million in cash, plus or minus certain closing adjustments that may made pursuant to the Asset Purchase Agreement, including adjustments for certain materials inventory levels at Closing and potential delays in Closing by either party.
Pursuant to the terms of the Asset Purchase Agreement, FUJIFILM will also assume certain contracts, liabilities and obligations of the Company relating to the future operation of the ATOM Facility and the Transferred Assets, including future rent payments under the Company’s real property lease for the ATOM Facility. The Asset Purchase Agreement contains customary representations, warranties, covenants and termination rights, as well as indemnification provisions, subject to specified limitations. The Closing is expected to occur in the quarter ending June 30, 2022, subject to certain closing conditions, including clearance of the transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The Company and FUJIFILM have also entered into a Master Services and Supply Agreement (the “MSA”) which will become effective upon the Closing and could extend for up to 10 years. Pursuant to the MSA, FUJIFILM will supply the Company post-Closing with specified quantities of the Company’s cell therapy products (if approved) and product candidates, manufacturing in accordance with cGMP standards. The Company’s purchase commitments under the MSA are not exclusive to FUJIFILM. The Company and FUJIFILM have also entered into a Transition Services Agreement which will become effective upon the Closing pursuant to which the Company will provide transition support services, at FUJIFILM’s cost and expense, to assist FUJIFILM with the operation of the ATOM Facility for up to 12 months following the Closing (subject to extension under certain circumstances).
The foregoing summaries of the Asset Purchase Agreement and MSA do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which will be filed with the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2022.