UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On November 21, 2022, XOMA (US) LLC (“XOMA”), a wholly-owned subsidiary of XOMA Corporation (the “Company”), entered into an intellectual property acquisition agreement (the “Agreement”) with ObsEva, SA, a Swiss biotech company (“ObsEva”). Pursuant to the Agreement, XOMA has acquired all rights and title to ebopiprant, an investigational compound, previously licensed by ObsEva from Ares Trading SA (“Merck KGaA”) pursuant to a certain license agreement dated June 10, 2015, held by ObsEva for $15 million, payable in cash at the closing, plus certain earn-out payments, based on some sales-based and non-sales milestones. XOMA has assumed the ebopiprant intellectual property estate and all license agreements, including a certain license agreement from ObsEva to Organon International GmbH dated July 26, 2021, related to the development and commercialization of ebopiprant (the “License Agreement”). XOMA is eligible to receive up to $475 million in development, regulatory, and sales-based milestone payments under the License Agreement. XOMA will pay to ObsEva a portion of the development and regulatory milestones, as well as certain sales milestones, up to $98 million. Upon commercialization, XOMA will receive royalties that range from low- to mid-teens from Organon and will make a mid-single-digit royalty payment to Merck KGaA.
The Agreement contains certain covenants, representations and warranties regarding ObsEva’s rights and obligations with respect to the existing licenses, mutual indemnification provisions, and customary covenants and representations for a transaction of this nature.
The description of the Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to such Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the period ending December 31, 2022.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| XOMA CORPORATION | ||||||
| Date: November 21, 2022 | By: | /s/ THOMAS BURNS | ||||
| Thomas Burns | ||||||
| Senior Vice President, Finance and Chief Financial Officer | ||||||