On December 11, 2020, vTv Therapeutics LLC ("vTv LLC"), a controlled subsidiary of vTv Therapeutics Inc., reported that it entered into a License Agreement with Anteris Bio, Inc. ("Anteris") (the "Anteris License Agreement"), under which Anteris obtained a worldwide, exclusive and sublicensable license to develop and commercialize vTv LLC’s Nrf2 activator, HPP971 (Filing, 8-K, vTv Therapeutics, DEC 11, 2020, View Source [SID1234572873]).
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Under the terms of the Anteris License Agreement, Anteris will pay vTv LLC an initial license fee of $2.0 million. vTv LLC is eligible to receive additional potential development, regulatory, and sales-based milestone payments totaling up to $151 million. Anteris is also obligated to pay vTv royalty payments at a double digit rate based on annual net sales of licensed products. Such royalties will be payable on a licensed product-by-licensed product basis until the latest of expiration of the licensed patents covering a licensed product in a country, expiration of data exclusivity rights for a licensed product in a country, or a specified number of years after the first commercial sale of a licensed product in a country. In addition, vTv LLC received a minority ownership interest in Anteris.
Under the terms of the Anteris License Agreement, Anteris will be responsible for the development and commercialization of the licensed products, at its cost, and is required to use commercially reasonable efforts with respect to such development and commercialization efforts.
The Anteris License Agreement, unless terminated earlier, will continue until expiration of all royalty obligations of Anteris to vTv LLC. Either party may terminate the Anteris License Agreement for the other party’s uncured material breach. Anteris may terminate the Anteris License Agreement at will upon prior written notice. Either party may terminate the Anteris License Agreement for the other party’s insolvency.
The description of the Anteris License Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Anteris License Agreement, a copy of which will be filed as an exhibit to the vTv Therapeutics Inc. Annual Report on Form 10-K for the year ending December 31, 2020.