COVID JOINT DEVELOPMENT, MANUFACTURING AND MARKETING AGREEMENT BETWEEN NANTKWEST, INC. AND IMMUNITYBIO, INC. BINDING TERM SHEET May 22, 2020
Exhibit 10.2
COVID JOINT DEVELOPMENT, MANUFACTURING AND MARKETING AGREEMENT
BETWEEN
NANTKWEST, INC. AND IMMUNITYBIO, INC.
BINDING TERM SHEET
May 22, 2020
This Binding Term Sheet (this “Term Sheet”) outlines the principal terms of a COVID joint development, manufacturing and marketing agreement between NantKwest, Inc. and ImmunityBio, Inc. This Term Sheet constitutes a legally binding obligation of the Parties.
The Parties will enter into a transaction on the following terms:
PARTIES: |
NantKwest, Inc. (“NantKwest”) and ImmunityBio, Inc. (“ImmunityBio”). Each of NantKwest and ImmunityBio are referred to herein as a “Party” and together as the “Parties.” |
GENERAL: |
The Parties will contribute certain proprietary rights, assets and capabilities to enable joint development of one or more vaccine and therapeutic products directed against SARS-CoV-2 infections and its associated clinical conditions, including without limitation COVID-19 disease. |
DEFINITIVE AGREEMENT: |
The transaction will be implemented through a contractual arrangement between the Parties evidenced by a COVID Joint Development, Manufacturing and Marketing Agreement (the “Agreement”). The Agreement will contain customary representations and warranties, indemnities and other provisions customary for transactions of this type. The Parties agree to work in good faith expeditiously towards finalizing the Agreement consistent with this Term Sheet and executing it on or before August 21, 2020. The Agreement, upon execution, shall supersede in its entirety this Term Sheet. |
FIELD OF USE: |
Prevention and treatment of SARS-CoV-2 viral infection and associated clinical conditions, including without limitation COVID-19. |
TERRITORY |
All jurisdictions throughout the world. |
NANTKWEST CONTRIBUTIONS: |
Manufacturing capabilities in the form of facilities, equipment, personnel and related know-how. Facilities dedicated to manufacturing of Collaboration Products include the facility located at X. Xxxxxxx Xx., Xx Xxxxxxx, XX 00000.
The following proprietary cell-based product candidates: (i) xxXX: CD-16, off-the-shelf natural killer cells to enhance antibody killing of infected cells, given alone or combined with Convalescent Plasma (CP); and (ii) Bone marrow-derived mesenchymal stem cells (MSC) to mitigate ‘cytopathic storm’ (each, a “NantKwest Product,” and collectively, the “NantKwest Products”) |
IMMUNITYBIO CONTRIBUTIONS: |
Equipment as agreed by the Parties and related technology and know-how.
The following proprietary product candidates: (i) adenovirus constructs known as Ad5, with spike and/or nucleocapsid protein; and (ii) an IL-15 superagonist complex consisting of an IL-15 mutant (IL-15N72D) bound to an IL-15 receptor α/IgG1 Fc fusion protein (“N-803”) (each, an “ImmunityBio Product,” collectively, the “ImmunityBio Products”).
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COLLABORATION PRODUCTS: |
The NantKwest Products and the ImmunityBio Products, together with any improvements, modifications, derivatives, descendants and combinations thereof, are referred to individually as a “Collaboration Product” and collectively as “Collaboration Products.” |
Each Party grants to the other Party an exclusive license under all intellectual property rights owned or controlled by such Party and relating to the Collaboration Products, solely as necessary to enable the research, development and commercialization of the Collaboration Products as contemplated herein. |
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RESPONSIBILITIES: |
With the sole exception of N-803, NantKwest will have primary responsibility for manufacturing and supply of the Collaboration Products for clinical and commercial purposes.
The regulatory and development strategy for a given Collaboration Product shall be led by the contributing Party and overseen by the JDC (as defined below), except in the instance where both Parties are contributors, in which case regulatory and development strategy would be determined jointly within the JDC.
NantKwest will have primary responsibility in the United States for sales and marketing of the Collaboration Products. The Parties will share responsibility in the rest of the world for sales and marketing of the Collaboration Products. |
GOVERNANCE: |
The development and regulatory approval of Collaboration Products in the Field will be supervised by a Joint Development Committee (the “JDC”) that will be comprised of an equal number of representatives of NantKwest and ImmunityBio and co-chaired by a representative of each of NantKwest and ImmunityBio. The JDC will be responsible for overseeing and monitoring the research and development of the Collaboration Products in the Field, including the regulatory and clinical strategy.
The commercialization of Collaboration Products in the Field will be supervised by a Joint Business Committee (the “JBC”) that will be comprised of an equal number of representatives of NantKwest and ImmunityBio and co-chaired by a representative of each of NantKwest and ImmunityBio. The JBC will be responsible for oveseeing and monitoring business strategy, marketing, and other commercial activities of the Collaboration Products in the Field.
In the event that unanimity cannot be reached between the Parties with respect to any matter brought for decision by the JDC or the JBC, such disagreements shall be resolved via good faith discussions between a senior executive of NantKwest and ImmunityBio. In the event that disagreements persist between the senior executives within thirty (30) days (or other longer period of time approved by the JDC or JBC, as applicable, if one Party applies for such extension and the JDC or JBC, as applicable, approves such application) after the matter is first brought before the JDC or JBC, as applicable, then the matter shall be resolved according to a general dispute resolution procedure, which will be formulated by the JBC within thirty (30) days upon its establishment or, if the Parties are unable to agree on a general dispute resolution, then the disagreement shall be resolved in accordance with the dispute resolution provisions of the Agreement. |
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This Binding Term Sheet may only be amended by a document signed by the Parties. This Binding Term Sheet may be executed in counterparts, which together will constitute one document. Facsimile and pdf signatures shall have the same legal effect as original signatures. Each of the undersigned hereby confirms that the terms of this Binding Term Sheet are acceptable.
By: /s/Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: General Counsel Date: May 22, 2020
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IMMUNITYBIO, INC.
By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Acting CFO Date: May 22, 2020
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