Item 1.01 Entry into a Material Definitive Agreement.
On March 10, 2020, Rexahn Pharmaceuticals, Inc. ("Rexahn") and BioSense Global
LLC ("BioSense") entered into an amendment (the "Amendment") to the
Collaboration and License Agreement, dated as of February 25, 2019, by and
between Rexahn and BioSense, as previously amended (the "Original Agreement"
and, as amended by the Amendment, the "Amended Agreement"). Under the terms of
the Amended Agreement, the aggregate upfront payments were reduced to $1.65
million, $1.5 million of which had previously been paid as part of the upfront
payment under the Original Agreement. Upon payment in full of the remaining
unpaid portion, Rexahn will (i) grant an exclusive license to develop and
commercialize pharmaceutical products containing RX-3117 ("Licensed Products")
for any indication in the Republic of Singapore, China, Hong Kong, Macau and
Taiwan (the "Territory") and (ii) assign and transfer to BioSense all of
Rexahn's patents and patent applications related to RX-3117 in the Territory.
Pursuant to the Amendment, BioSense has agreed to use commercially reasonable
efforts to develop a Licensed Product in the Territory, file an investigational
new drug application relating to a Licensed Product in China, and take certain
other actions relating to commercialization upon any regulatory approval.
The Amendment reflects the agreement of the parties to terminate and remove
collaboration provisions under the Original Agreement, reflects the intention of
Rexahn not to conduct or sponsor any additional trials with RX-3117, and reduces
the milestone payments and royalties payable under the Original Agreement.
Under the Amended Agreement, Rexahn is eligible to receive milestone payments in
an aggregate of up to $74.5 million upon the achievement of development,
regulatory and commercial goals and will also be eligible to receive tiered
royalties in the mid-single digits to low tens on annual net sales in the
Territory.
Until March 31, 2020, pursuant to the Amended Agreement, BioSense has the option
to obtain an exclusive license to develop and commercialize Licensed Products
outside the Territory upon the payment of an additional upfront fee.
In addition to the other amendments discussed above, the Amendment also changes
the title of the Amended Agreement to be License and Assignment Agreement. The
foregoing description of the Amended Agreement is a summary and is qualified by
reference to the full text of the Amendment, which will be filed as an exhibit
to Rexahn's Quarterly Report on Form 10-Q for the quarter ending March 31, 2020.
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