UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.02 | Termination of a Material Definitive Agreement. |
On October 23, 2023, Organon International GmbH (“Organon”), notified XOMA Corporation (the “Company”) of its intent to terminate for convenience that certain License Agreement, by and between Organon and ObsEva SA (“ObsEva”), dated July 26, 2021 (the “License Agreement”). XOMA assumed the ebopiprant License Agreement pursuant to that certain IP Acquisition Agreement, by and between the Company and ObsEva, dated November 21, 2022. The termination will be effective as of January 21, 2024. The Company will not be entitled to any milestone payments with respect to any milestone achieved following the notice of termination. No material early termination penalties will be payable by either party.
The Company will seek to out-license ebopiprant for further development.
The License Agreement is filed as Exhibit 10.57 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 001-39801), filed with the Securities and Exchange Commission on March 9, 2023 (the “Annual Report”). For a summary of the material terms of the License Agreement please see “Part I, Item 1. Business - Acquisitions - ObsEva Intellectual Property Acquisition Agreement” of the Annual Report, which summary is incorporated herein.
This report contains “forward-looking” statements, including statements regarding the Company’s intent to out-license ebopiprant subject to the License Agreement. Actual results may differ materially from those set forth in this report due to the risks and uncertainties inherent in the biotechnology industry, including those related to the Company’s ability to enter into new licensing arrangements related to the molecule, or the timing thereof, as well as other potential risks described in more detail in the Company’s most recent filing on Form 10-Q and in other filings made with the Securities and Exchange Commission. The Company disclaims any obligation to update any forward-looking statement, except as required by applicable law.
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: October 27, 2023 | By: | /s/ THOMAS BURNS | ||||
| Thomas Burns | ||||||
| Senior Vice President, Finance and Chief Financial Officer | ||||||