Exhibit 10.29
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IMMUNOME, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO IMMUNOME, INC. IF PUBLICLY DISCLOSED.
COLLABORATION AND OPTION AGREEMENT
by and between
IMMUNOME, INC.
AND
ABBVIE GLOBAL ENTERPRISES LTD.
Dated as of January 4, 2023
TABLE OF CONTENTS
EXHIBITS AND SCHEDULES
Exhibit A Research Plan
Schedule 1.105Existing Immunome Background Patents
Schedule 11.5Form of Press Release
Schedule 12.2Immunome Disclosure Schedule
Schedule 12.2.5Existing Patent Rights
Schedule 12.2.6Existing Platform In-License Agreements
Schedule 12.2.7Existing Product In-License Agreements
Schedule 15.2.2ADR Procedures
COLLABORATION AND OPTION AGREEMENT
This COLLABORATION AND OPTION AGREEMENT (this “Agreement”) is entered into and made effective as of January 4, 2023 (the “Effective Date”), by and between Immunome, Inc., a corporation organized under the laws of the State of Delaware, having a place of business at 665 Stockton Drive, Suite 300, Exton, PA 19341 (“Immunome”), and AbbVie Global Enterprises Ltd., a limited company organized under the laws of Bermuda, having its principal place of business at Thistle House, 4 Burnaby Street, Hamilton Pembroke HM 11, Bermuda (“AbbVie”). Immunome and AbbVie shall be referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Immunome has developed a proprietary discovery platform technology for identifying Antibodies and corresponding Novel Targets (each as defined below);
WHEREAS, AbbVie possesses expertise in the research, development, manufacturing and commercialization of human pharmaceuticals; and
WHEREAS, Immunome and AbbVie desire to engage in a collaborative effort pursuant to which Immunome will carry out certain research activities set forth in a Research Plan (as defined below) and pursuant to which AbbVie will have an option to purchase certain Option Package Assets (as defined below) and license certain other intellectual property rights arising from Immunome’s research activities under the Research Plan, in each case, as set forth in, and subject to the terms of, this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
As used in this Agreement, the following terms will have the meanings set forth in this ARTICLE 1 (Definitions) unless context dictates otherwise:
For the purpose of this definition of Change of Control, (a) “person” and “group” have the meanings given such terms under Section 13(d) and 14(d) of the United States Securities Exchange Act of 1934 and the term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d 5(b)(1) under the said Act; (b) a “beneficial owner” shall be determined in accordance with Rule 13d 3 under the aforesaid Act; and (c) the terms “beneficially owned” and “beneficially own” shall have meanings corresponding to that of “beneficial owner.”
Notwithstanding the foregoing, the following will not constitute a Change of Control: (i) a sale of capital stock to underwriters in an underwritten public offering of a Party’s capital stock solely for the purpose of financing, or (ii) the acquisition of securities of a Party by any Person or group of Persons in a transaction or series of related transactions the primary purpose of which is to obtain financing for such Party through the issuance of equity securities.
Net Sales shall not include transfers or dispositions for charitable, promotional, pre-clinical, clinical, regulatory, or governmental purposes. Net Sales shall not include sales between or among AbbVie, its Affiliates, Licensees and/or Sublicensees.
Subject to the above, Net Sales shall be calculated in accordance with the standard internal policies and procedures of AbbVie, its Affiliates, or applicable Licensees and/or Sublicensees, which must be in accordance with Accounting Standards.
For purposes of calculating Net Sales, all Net Sales shall be converted into Dollars in accordance with Section 7.14 (Methods of Payments).
In the event a Product is a Combination Product, the Net Sales for such Combination Product shall be calculated as follows:
For clarity, the JRC shall not have any authority beyond the specific matters set forth in this Section 3.2 (Responsibilities) and, further, the JRC’s authority shall be subject to the limitations set forth in Section 3.5 (Decision-Making).
Development Milestone Event | Development Milestone Payment |
---|---|
[***] for a Product | [***] |
[***] | |
[***] |
For clarity, the maximum aggregate amount payable by AbbVie pursuant to this Section 7.4 (Development Milestone Payments) with respect to each Product directed to the same Included Target under this Agreement in the aggregate is [***]. Nothing in this Section 7.4 (Development Milestone Payments) is intended, or should be construed, to [***].
Commercial Milestone Event | Commercial Milestone Payment |
---|---|
[***] of a Product | [***] |
For clarity, the maximum aggregate amount payable by AbbVie pursuant to this Section 7.5 (Commercial Milestone Payments) with respect to each Product directed to the same Included Target under this Agreement in the aggregate is [***]. Nothing in this Section 7.5 (Commercial Milestone Payments) is intended, or should be construed, to [***] .
Annual Net Sales Milestone Threshold | Annual Net Sales-Based Milestone Payment |
---|---|
[***] | [***] |
[***] | [***] |
[***] | [***] |
For clarity, the maximum aggregate amount payable by AbbVie pursuant to this Section 7.6 (Sales-Based Milestone Payments) with respect to all Products directed to the same Included Target under this Agreement in the aggregate is [***]. Nothing in this Section 7.6 (Sales-Based Milestone Payments) is intended, or should be construed, to [***].
Aggregate Annual Net Sales of a Product | Royalty Rate | |
---|---|---|
[***] | [***] | |
[***] | [***] | |
[***] | [***] | |
| | |
With respect to a given Product in a given Country, from and after the expiration of the Royalty Term for such Product in such Country, Net Sales of such Product in such Country will be excluded for purposes of calculating the Net Sales thresholds and ceilings set forth in this Section 7.7.1 (Royalty Rates).
each Calendar Quarter showing, on a Product-by-Product and Country-by-Country basis, that states: [***]. Additionally, AbbVie will [***]. The royalty amount shall be due and payable on the date such report is due.
time designate by notice to the paying Party. For the purpose of calculating any sums due under, or otherwise reimbursable pursuant to, this Agreement (including the calculation of Net Sales expressed in currencies other than Dollars), a Party shall convert any amount expressed in a foreign currency into Dollar equivalents using its, its Affiliate’s or applicable Licensee’s or Sublicensee’s standard conversion methodology consistent with Accounting Standards.
Prosecuted Patents at Immunome’s expense, in each case, pursuant to this ARTICLE 10 (Intellectual Property Rights). Cooperation shall include:
Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of the receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the receiving Party unless the combination is in the public domain or in the possession of the receiving Party.
Licensees and/or Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Identified Antibodies and Products; provided that (a) such disclosure is subject to the provisions of ARTICLE 11 (Confidentiality) with respect to Immunome’s Confidential Information and (b) AbbVie shall not use the name of Immunome (or insignia, or any contraction, abbreviation or adaptation thereof) without Immunome’s prior written permission.
including the reasonable fees of attorneys and other professional advisors (collectively, “Losses”), to the extent arising out of or resulting from any suits, investigations, claims, actions, proceedings or demands of Third Parties (“Third Party Claims”) arising from or occurring as a result of:
except, in each case (Section 13.1.1, Section 13.1.2 and Section 13.1.3), to the extent that Immunome has an obligation to indemnify AbbVie for Losses pursuant to Section 13.2 (Indemnification by Immunome), as to which Losses each Party shall indemnify the other Party to the extent of their respective Liability for such Losses.
except, in each case (Section 13.2.1, Section 13.2.2, Section 13.2.3, Section 13.2.4 and Section 13.2.5), to the extent that AbbVie has an obligation to indemnify Immunome for Losses pursuant to Section 13.1 (Indemnification by AbbVie), as to which Losses each Party shall indemnify the other Party to the extent of their respective Liability for such Losses.
Immunome shall at all times maintain in force any insurance policy that is required by any federal, state, national or other such applicable Law that may govern or have jurisdiction over any provision of this Agreement and at all times remain fully compliant with any such applicable Law.
practicable thereafter. This Section 15.5 (Notices) is not intended to govern the day-to-day business communications necessary between the Parties in performing their obligations under the terms of this Agreement.
If to Immunome,
addressed to: | Immunome, Inc. |
665 Stockton Drive, Suite 300,
Exton, PA 19341
Attn: Chief Executive Officer
Email: [***]
Attn: Chief Legal Officer
[***] with a copy (which shall not constitute notice) to:
Cooley LLP
3175 Hanover Street
Palo Alto, CA 94304
Attn: [***]
Email: [***]
If to AbbVie,
AbbVie Global Enterprises Ltd. |
Thistle House, 4 Burnaby Street
Hamilton Pembroke HM 11
Bermuda
with a copy (which shall not constitute notice) to:
AbbVie Inc.
1 North Waukegan Road
North Chicago, IL 60064
Facsimile: [***]
Attn: Executive Vice President, General Counsel, and Secretary
breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by such other Party whether of a similar nature or otherwise. The rights and remedies provided herein are cumulative and do not exclude any other right or remedy provided by applicable Law or otherwise available except as expressly set forth herein.
whenever this Agreement refers to a number of days, unless otherwise specified, such number refers to calendar days.
[Signature page follows]
IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
Immunome, Inc.
By:/s/ Purnanand D. Sarma
Name: Purnanand D. Sarma
Title: President & CEO
AbbVie Global Enterprises Ltd.
By: [***]
Name: [***]
Title: [***]
Exhibit A
Research Plan
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Schedule 11.5
Form of Press Release
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Schedule 12.2.6
Existing Platform In-License Agreements
[***] [
1. | [***] |
2. | [***] |
[***]
3. | [***] |
4. | [***]. |
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Schedule 12.2.7
Existing Product In-License Agreements
[***]
ADR Procedures
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