Item 1.01 Entry into a Material Definitive Agreement.
On January 13, 2023, we entered into an external sponsored collaborative
clinical research agreement with Erasmus University Medical Center Rotterdam and
AstraZeneca BV, pursuant to which Erasmus is sponsoring and planning to perform
an investigator-initiated clinical study, entitled Combining anti-PD-L1 immune
checkpoint inhibitor durvalumab with TLR-3 agonist rintatolimod in patients with
metastatic pancreatic ductal adenocarcinoma for therapy effect (the "Study") in
which it will use both study drugs provided by AstraZeneca and us. We also have
entered into an Investigator Initiated Study Support Agreement (the "Support
Agreement") with Erasmus regarding the Study. We anticipate that the Study will
be a phase II, non-randomized, open-label, single-arm, single center study with
two subsequent phases pursuant to the protocol set forth in the Support
Agreement. We will supply Erasmus with a sufficient supply of rintatolimod to
conduct the Study and AstraZeneca will supply the durvalumab. We retain all
rights to our intellectual property. Erasmus will own all right to the Study
data but shall permit us to use the Study Data for any purpose. We shall own all
rights and titles to inventions arising from the Study related to rintatolimod.
The Study Agreement is terminable upon the completion of the Study or upon the
happening of certain events including the insolvency of a party, a material
breach which is not remedied within 30 days after notice, the Study not
receiving official approval from the Ethics Committee or competent authorities
or the approval being permanently revoked, or force majeure.
Cautionary Statement
This Current Report on Form 8-K and the exhibit filed herewith, contain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "PSLRA"). Words such as "may," "will,"
"expect," "plan," "anticipate" and similar expressions (as well as other words
or expressions referencing future events or circumstances) are intended to
identify forward-looking statements. Many of these forward-looking statements
involve a number of risks and uncertainties. Among other things, for those
statements, we claim the protection of safe harbor for forward-looking
statements contained in the PSLRA. Any forward-looking statements set forth
herein speak only as of the date hereof. We do not undertake to update any of
these forward-looking statements to reflect events or circumstances that occur
after the date hereof. No assurance can be given as to whether the Study will be
successful, yield favorable data or not require additional funding, and the
Study is subject to many factors. Operating in foreign countries carries with it
a number of risks, including potential difficulties in enforcing intellectual
property rights. We cannot assure that our potential foreign operations will not
be adversely affected by these risks.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 January 17, 2023 Press Release.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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