Item
1.01 Entry into a Material Definitive Agreement.
On
September 18, 2018, Corbus Pharmaceuticals Holdings, Inc. (“
Corbus
” or the “
Company
”)
through its wholly-owned subsidiary, Corbus Pharmaceuticals, Inc., entered into a License Agreement (the “
Agreement
”)
with Jenrin Discovery, LLC, a privately-held Delaware limited liability company (“
Jenrin
”), effective
September 20, 2018. Pursuant to the Agreement, Jenrin granted Corbus exclusive worldwide rights to develop and commercialize the
Licensed Products (as defined in the Agreement) which includes the Jenrin library of over 600 compounds and multiple issued and
pending patent filings. The compounds are designed to treat inflammatory and fibrotic diseases by targeting the endocannabinoid
system. The lead product candidate is CRB-4001, a peripherally-restricted CB-1 inverse agonist targeting fibrotic liver, lung,
heart and kidney diseases. Corbus plans to commence a Phase 1 clinical trial of CRB-4001in 2019.
In
consideration of the license and other rights granted by Jenrin, Corbus will pay Jenrin a $250,000 upfront cash payment and is
obligated to pay potential milestone payments to Jenrin totaling up to $18,400,000 for each compound it elects to develop based
upon the achievement of specified development and regulatory milestones. In addition, Corbus is obligated to pay Jenrin royalties
in the mid, single digits based on net sales of any Licensed Products, subject to specified reductions.
Corbus is now solely responsible,
and has agreed to use commercially reasonable efforts, for all development, regulatory and commercial activities related to the
Licensed Products. Corbus may sublicense its rights under the Agreement and, if it does so, will be obligated to pay a portion
of any milestone payments received from the sublicensee to Jenrin in addition to any milestone payments Jenrin would otherwise
be obligated to pay. Corbus is also now responsible for the prosecution and maintenance of the patents related to the Licensed
Products and has the first right to prosecute infringement of the patents and defend challenges to the validity or enforceability
of the patents.
For
a period of ten years from the date of the Agreement, Jenrin has agreed that neither Jenrin nor any of its affiliates will research,
develop or commercialize any compounds that are intended to, or do, modulate any cannabinoid receptor.
The
Agreement terminates on a country-by-country basis and product-by-product basis upon the expiration of the royalty term for such
product in such country. Each royalty term begins on the date of the first commercial sale of the licensed product in the applicable
country and ends on the later of seven years from such first commercial sale or the expiration of the last to expire of the applicable
patents in that country. The Agreement may be terminated earlier in specified situations, including termination for uncured material
breach of the Agreement by either party, termination by Jenrin in specified circumstances, termination by Corbus with advance
notice and termination upon a party’s insolvency or bankruptcy.
The
Agreement also contains customary representations, warranties and covenants by both parties, as well as customary provisions relating
to indemnification, confidentiality and other matters.
The
foregoing description of the terms of the Agreement is qualified in its entirety by reference to the full text of the Agreement,
which Corbus expects to file as an exhibit to its Quarterly Report on Form 10-Q for the three months ending September 30, 2018.