Item 1.01 |
Entry into a Material Definitive Agreement. |
On January 8, 2025, Climb Bio, Inc. (the “Company”) entered into a technology transfer and exclusive license agreement (the “Agreement”) with Beijing Mabworks Biotech Co., Ltd. (“Mabworks”), pursuant to which Mabworks granted to the Company (1) an exclusive (even as to Mabworks and its affiliates), sublicensable right and license under certain patent rights and related know-how (the “Licensed Intellectual Property”) to develop, manufacture and commercialize Mabworks’ proprietary antibodies associated with Mabworks’ proprietary antibody program identified as MIL116 (the “Licensed Compounds” or “CLYM116”) and products containing the Licensed Compounds (“Licensed Products”) outside of China, Hong Kong, Macau, and Taiwan (the “Licensed Territory”), (2) a non-exclusive, sublicensable right and license under the Licensed Intellectual Property to manufacture the Licensed Compounds and Licensed Products in China, Hong Kong, Macau, and Taiwan (the “China Territory”) and (3) a non-exclusive, sublicensable right and license under the Licensed Intellectual Property to develop the Licensed Compounds and Licensed Products in the China Territory in connection with certain global clinical studies (as described below).
Under the terms of the Agreement, the Company is obligated to pay to Mabworks a $9.0 million upfront payment, a total of up to $30.0 million upon the achievement of certain development and regulatory milestones pertaining to the first indication for a Licensed Product, additional lower amounts upon the achievement of certain development and regulatory milestones pertaining to up to two additional indications for a Licensed Product and a total of up to $832 million upon the achievement of certain commercial milestones for all Licensed Products. In addition, the Company is obligated to pay Mabworks tiered royalties in the low-to mid-single-digit percentages on aggregate annual net sales of all Licensed Products in the Licensed Territory.
The Company is obligated to pay royalties on a Licensed Product-by-Licensed Product and country-by-country basis from the date of the first commercial sale in such country until the latest of: (i) the expiration of the last valid claim on the Licensed Intellectual Property covering the composition of matter of the Licensed Compound in such Licensed Product in such country; and (ii) ten years following the first commercial sale of such Licensed Product in such country (each, a “Royalty Term”). The royalty rate is subject to reduction on a Licensed Product-by-Licensed Product and country-by-country basis under certain circumstances. In the event that the Company grants sublicenses under the Licensed Intellectual Property, the Company will be obligated to pay Mabworks a percentage, in the mid-single-digits to low-double-digits, of certain consideration that the Company receives under such sublicenses.
The Company agreed to use commercially reasonable efforts to develop, obtain regulatory approval for and commercialize a Licensed Product in the United States. The Company has also granted Mabworks a right of first refusal to develop and commercialize in the China Territory any product controlled by the Company that contains an antibody directed to tumor necrosis factor ligand superfamily member 13 (“APRIL”). Mabworks has agreed not to exploit in the Licensed Territory any product that is directed to APRIL during the term of the Agreement. The Agreement also contains a mechanism for the parties to collaborate on global clinical studies in the future, with the Company having a right to perform clinical studies in the China Territory with Mabworks’ approval in the event that Mabworks elects not to participate in such global clinical studies.
Unless earlier terminated, the Agreement will expire on the expiration of the last to expire Royalty Term. Either party may terminate the Agreement for the other party’s material breach, following a customary notice and cure period, or insolvency. The Company may terminate the Agreement for any reason upon 60 days written notice to Mabworks.
The foregoing description of the terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which the Company intends to file as an exhibit to its Annual Report on Form 10-K for the fiscal year ending December 31, 2024.
Item 2.02 |
Results of Operations and Financial Condition. |
On January 9, 2025, the Company issued a press release in which it reported a preliminary estimate that, as of December 31, 2024, it had approximately $212.9 million in cash, cash equivalents and marketable securities. On January 9, 2025, the Company also made publicly available that it had approximately 67.3 million shares of common stock, par value $0.0001 per share, outstanding as of December 31, 2024. The estimated cash and outstanding share amounts are preliminary and unaudited, represent management estimates as of the date of this report, are subject to the completion of the Company’s year-end financial closing procedures that could result in changes to these amounts and do not present all information necessary for an understanding of the Company’s financial condition as of December 31, 2024.