Amendment No. 1 to Collaboration and License Agreement between Arcellx, Inc. and Kite Pharma, Inc.
Arcellx, Inc. and Kite Pharma, Inc. have amended their existing Collaboration and License Agreement to expand their partnership to include treatments for lymphoma in addition to myeloma. The amendment adjusts cost-sharing arrangements, adds new milestone payments, and establishes a joint product team to oversee collaborative activities. Kite will pay Arcellx an $85 million amendment fee and separately purchase $200 million in Arcellx common stock. The amendment also initiates negotiations for additional technology rights and clarifies certain development and milestone terms. These changes aim to strengthen and broaden the companies' collaboration in cancer therapies.
[CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.]
EXHIBIT 10.22
Execution Version
AMENDMENT NO. 1 TO
COLLABORATION AND LICENSE AGREEMENT
This Amendment No. 1 (this “Amendment No. 1”) is executed as of the Amendment No. 1 Execution Date (as defined below) by and between Arcellx, Inc., a Delaware corporation (“Arcellx”), and Kite Pharma, Inc., a Delaware corporation (“Kite”). Arcellx and Kite are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
BACKGROUND
The Parties entered into that certain Collaboration and License Agreement dated December 8, 2022 (the “Agreement”);
Kite and Arcellx wish to (a) expand the Field under the Agreement to include Lymphoma (as defined below) in addition to Myeloma, (b) re-allocate cost sharing between the Parties for certain [***] Costs incurred by Arcellx [***], (c) include additional milestone events and corresponding payments under the Agreement, (d) include a joint product team or JPT (as defined below) as a Joint Committee that will oversee certain collaborative activities under the Agreement, and (e) commence negotiations with respect to the ARC-SparX Technology for BCMA through an early exercise of Kite’s rights with respect thereto; and
Accordingly, the Parties hereby amend the Agreement on the terms set forth herein in this Amendment No. 1.
NOW, THEREFORE, in consideration of the premises and the mutual promises and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows.
1.3-A “Amendment No. 1 Effective Date” means three Business Days following the Amendment No. 1 HSR Clearance Date.
1.3-B “Amendment No. 1 Execution Date” means November 15, 2023.
8.15 Amendment No. 1 Fee. No later than [***] Business Days after Arcellx delivers an invoice to Kite on or after the Amendment No. 1 Effective Date, Kite shall make a non-refundable, non-credible payment to Arcellx of Eighty Five Million USD ($85,000,000) (“Amendment No. 1 Fee”).
8.16 2023 Stock Purchase Agreement. The Parties are separately executing a common stock purchase agreement dated as of November 15, 2023 (“2023 Stock Purchase Agreement”) pursuant to which Kite or a Kite Affiliate will purchase Arcellx common stock for Two Hundred Million USD ($200,000,000), all on the terms and conditions set forth therein.
1.61 “Field” means the treatment, cure, reduction, mitigation, slowing or halting the progress of or otherwise managing of any Lymphoma or Myeloma. [***].
1.98-A “Lymphoma” means [***].
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In addition, notwithstanding anything to the contrary contained herein, neither Party or any of its Affiliates shall be obligated [***].
8.2.1 Existing Product Clinical & Regulatory Milestone Payments. Kite shall make the non-refundable, non-creditable payments to Arcellx set forth below not later than [***] Business
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Days after Arcellx delivers an invoice to Kite upon the first occurrence of the corresponding milestone event set forth below with respect to the Existing Product (each, an “Existing Product Clin&Reg Milestone”):
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8.2.2 NextGen Product Clinical & Regulatory Milestone Payments. Kite shall make the non-refundable, non-creditable payments to Arcellx set forth below not later than [***] Business Days after Arcellx delivers an invoice to Kite upon the first and second occurrence of the corresponding milestone event set forth below with respect to a NextGen Product (each, an “NextGen Clin&Reg Milestone”), [***]:
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8.2.7 Certain Milestone Matters.
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For BCMA, Kite hereby provides written notice as of the Amendment No. 1 Effective Date to negotiate the inclusion of the ARC-SparX Product designed to bind BCMA as a Licensed Product under this Agreement on terms that are consistent with those set forth in Exhibit 4.9. Until delivery to Kite of the [***], Arcellx shall, at its sole cost and expense, continue its work on ARC-SparX Product designed to bind BCMA, [***], and to promptly deliver to Kite the [***]. For CS1, within [***] Business Days after receipt of such Phase 1 Clinical Study Report for such SparX Target, Kite shall have the right to elect upon written notice to negotiate the inclusion of the ARC-SparX Product designed to bind CS1 as a Licensed Product under this Agreement on terms that are consistent with those term set forth in Exhibit 4.9.
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2.1.3 Joint Product Team.
(a) Within [***] calendar days after the Amendment No. 1 Effective Date, Arcellx and Kite shall establish a joint product team (the “JPT”), which shall report to the JSC and have the responsibilities for (i) the JPT Responsibilities, (ii) forming Sub Group(s) from time to time and delegating to such Sub Group(s) such operational responsibilities as the JPT may determine necessary or desirable, and (iii) coordinating and providing oversight to any Sub Groups that report to the JPT. Accordingly, the JPT shall include equal member representation from both Arcellx and Kite that have sufficient development, regulatory, and technical operations experience. In conducting its activities, the JPT shall operate and make its decisions consistent with the terms of this Agreement. For clarity, the JPT is a Joint Committee directly under the JSC.
(b) As used herein, “JPT Responsibilities” means [***]. Notwithstanding any provision to the contrary in this Agreement, [***].
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SIGNATURE PAGE FOLLOWS.
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THIS AMENDMENT NO. 1 IS EXECUTED by the duly authorized representative of each Party as of the date of signature.
ARCELLX, INC. | KITE PHARMA, INC.
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By: /s/ Rami Elghandour________________ |
By: /s/ Andrew Dickinson________________ |
Name: Rami Elghandour |
Name: Andrew Dickinson |
Title: Chief Executive Officer |
Title: President and Treasurer |
Date: November 15, 2023 |
Date: November 15, 2023 |
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