On February 2, 2023 Nighthawk Biosciences, Inc. (the "Company") reported its subsidiaries listed below, where applicable, notified the University of Miami of its termination of the following license agreements (the "Agreements") due to a change in the Company’s commercial focus (Filing, 8-K, NightHawk Biosciences, FEB 2, 2023, View Source [SID1234626786]). The termination date will be ninety (90) days from the date of notice for each Agreement.
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(i) License Agreement (UMSS-114 (previously UM97-14), concerning certain patents and patent applications related to a cell-based gp96 vaccine for treating cancer) between the University of Miami and Heat Biologics, Inc. (now known as Nighthawk Biosciences, Inc.) effective July 11, 2008, as amended ("UMSS-114 Agreement");
(ii) License Agreement ((UMSS114A), concerning certain patents and patent applications related to allogeneic cancer cell-based Immunotherapy methods and regimens) between the University of Miami and Heat Biologics I, Inc. effective February 18, 2011, as amended ("UMSS114A Agreement"); and
(iii) License Agreement ((UMD-107), concerning certain patents and patent applications related to heat shock protein gp96 vaccination) between the University of Miami Heat Biologics I, Inc. effective February 18, 2011, as amended ("UMD-107 Agreement");
(iv) Exclusive License Agreement ((UMIP-114/Strbo), concerning certain patents and patent applications related to a gp96-based cell vaccine for Zika infections) between the University of Miami and Zolovax, Inc., effective October 24, 2016 ("UMIP-114 Agreement");
(v) Exclusive License Agreement ((UMPIP-510), concerning certain patents and patent applications related to a gp96-based cell vaccine for coronavirus infections) between the University of Miami and Zolovax, Inc. dated as of December 31, 2020 (("UMPIP-510 Agreement");
(vi) Exclusive License Agreement, concerning certain patents and patent applications related to modulating regulatory T cell (Treg) proliferation by targeting DR3/TNFRSF25/TL1A signaling, between the University of Miami and Pelican Therapeutics, Inc. f/k/a Heat Biologics II, Inc., effective July 11, 2008, as amended (("UM03-31 UM05-39 Agreement");
(vii) Exclusive License Agreement, concerning certain patents and patent applications related to methods of modulating CD8 T cells and treating cancer by targeting DR3/TNFRSF25/TL1A signaling, between the University of Miami and Pelican Therapeutics, Inc. f/k/a Heat Biologics II, Inc., effective December 12, 2010 (("UMI-176 Agreement"); and
(viii) Exclusive License Agreement, concerning certain patents and patent applications related to certain TL1A fusion proteins, between the University of Miami and Pelican Therapeutics, Inc., effective November 19, 2013 (("UMM-143 Agreement").
The material terms of the Agreements are set forth under Item 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 11, 2022, and are incorporated by reference herein
The Agreements set forth in clauses (i)-(v) above granted the licensee that was a party to the agreement exclusive, worldwide rights to make, use or sell licensed materials based upon the patent-related rights set forth in the license agreements. Under the Agreements set forth in clauses (i)-(v) above, the licensees obtained exclusive rights to different patent families each directed to therapeutic compositions and methods related to targeting gp96. Under Agreements pursuant to which Pelican is the licensee, as set forth in (vi)-(viii) above, Pelican obtained exclusive rights to six different patent families each directed to therapeutic compositions and methods related to targeting DR3/TNFRSF25/TL1A for the purpose of modulating immune responses.
Upon termination of the Agreements, among other things, the licenses will terminate, and the licensees shall have no rights, express or implied, under any intellectual property rights of University of Miami, which are the subject matter of the license. The licensee will no longer be responsible for the development and commercialization of any products under the licenses and will have no further payment obligations under the Agreements except with respect to payments that accrued prior to the effective date of the termination. Neither the Company nor any of its subsidiaries incurred any early termination penalties.