Current Report Filing (8-k)
January 11 2018 - 4:03PM
Edgar (US Regulatory)
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): January 7, 2018
MIRATI THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35921
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46-2693615
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(State of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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9393 Towne Centre Drive, Suite 200
San Diego, California 92121
(Address of principal executive offices and zip code)
Registrants telephone number, including area code:
(858) 332-3410
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item 1.01
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Entry into a Material Definitive Agreement.
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On January 7, 2018, Mirati
Therapeutics, Inc. (Mirati) and BeiGene, Ltd. (BeiGene) entered into a collaboration and license agreement (the Agreement), pursuant to which Mirati and BeiGene agreed to collaboratively develop sitravatinib in
Asia (excluding Japan and certain other countries), Australia and New Zealand (the Licensed Territory). Under the Agreement, Mirati granted BeiGene an exclusive license to develop, manufacture and commercialize sitravatinib in the
Licensed Territory, with Mirati retaining exclusive rights for the development, manufacturing and commercialization of sitravatinib outside the Licensed Territory.
As consideration for the rights granted to BeiGene under the Agreement, BeiGene agreed to pay to Mirati an upfront fee of $10,000,000. BeiGene
is also required to make milestone payments to Mirati of up to an aggregate of $123,000,000 upon the first achievement of specified clinical, regulatory and sales milestones. The Agreement additionally provides that BeiGene is obligated to pay to
Mirati royalties at tiered percentage rates ranging from
mid-single
digits to twenty percent on annual net sales of licensed products in the Licensed Territory, subject to reduction under specified
circumstances.
The Agreement will terminate upon the expiration of the last royalty term for the licensed products, which is the latest
of (i) the date of expiration of the last valid patent claim related to the licensed products under the Agreement, (ii) 10 years after the first commercial sale of a licensed product and (iii) the expiration of any regulatory exclusivity
as to a licensed product. BeiGene may terminate the Agreement at any time by providing 60 days prior written notice to Mirati. Either party may terminate the Agreement upon a material breach by the other party that remains uncured following 60
days after the date of written notice of such breach or upon certain bankruptcy events. In addition, Mirati may terminate the Agreement upon written notice to BeiGene under specified circumstances if BeiGene challenges the licensed patent rights.
The foregoing description of the terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Agreement, a copy of which will be filed with the Securities and Exchange Commission as an exhibit to Miratis Quarterly Report on Form
10-Q
for the quarter ended March 31, 2018.
On January 8, 2018, Mirati and BeiGene issued a joint press release announcing the Agreement. A copy of this press release is
attached hereto as Exhibit 99.1.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
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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Date: January 11, 2018
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MIRATI THERAPEUTICS, INC.
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By:
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/s/ Charles M. Baum
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Charles M. Baum
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President and Chief Executive Officer
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