SEC Form 8-K filed by IDEAYA Biosciences Inc.
UNITED STATES
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 29, 2024, IDEAYA Biosciences, Inc. (the “Company”) announced that it had entered into a License Agreement (the “Agreement”), dated December 27, 2024 (the “Effective Date”), with Jiangsu Hengrui Pharmaceuticals Co., Ltd. (“Hengrui Pharma”) pursuant to which Hengrui Pharma granted to the Company an exclusive worldwide license outside of Greater China to develop and commercialize SHR-4849, a novel DLL3-targeting Topo-I-payload antibody drug conjugate.
Pursuant to the Agreement, Hengrui Pharma is eligible to receive upfront and milestone payments totaling $1.045 billion, including a $75 million upfront fee, up to $200 million in development and regulatory milestone payments, plus commercial success-based milestones. Hengrui Pharma is also eligible to receive mid-single to low-double digit royalties on net sales outside of Greater China.
The Agreement will continue in effect on a product-by-product and country-by-country basis until the expiration of the obligation to make payments under the Agreement with respect to such product in each country, unless earlier terminated by either party pursuant to its terms. Either the Company or Hengrui Pharma may terminate the Agreement upon mutual agreement or for the other party’s insolvency or certain uncured material breaches. The Company may terminate the Agreement for any reason upon certain notice to Hengrui Pharma.
The Agreement contains various representations, warranties, covenants, dispute resolution mechanisms, indemnities and other provisions customary for transactions of this nature.
The foregoing is only a summary description of the terms of the Agreement, does not purport to be complete and is qualified in its entirety by reference to the Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024.
On December 29, 2024, the Company issued a press release announcing the Agreement. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated December 29, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IDEAYA BIOSCIENCES, INC. | ||||||
| Date: December 30, 2024 | By: | /s/ Yujiro Hata | ||||
| Yujiro Hata | ||||||
| President and Chief Executive Officer | ||||||