Sesen Bio Inc (SESN)

[joe_techi]

Item 1.01 – Entry into a Material Definitive Agreement.

On July 18, 2022, Sesen Bio, Inc. (the “Company”) announced that it has executed an asset purchase agreement (the “Asset Purchase Agreement”) with F. Hoffmann-La Roche Ltd and Hoffman-La Roche Inc. (“Roche”) pursuant to which Roche purchased all patent rights and know-how related to the monoclonal antibody EBI-031 and all other IL-6 anti-IL antagonist monoclonal antibody technology owned by the Company (collectively, the “Intellectual Property”) for up to $70 million. As a result of the Asset Purchase Agreement, the Company’s previous license agreement with Roche dated June 10, 2016 (the “Roche License Agreement”) was terminated resulting in no further diligence, milestone or royalty payment obligations under the Roche License Agreement. Prior to the termination of the Roche License Agreement, the Company had received $50 million in upfront and milestone payments from Roche.

The Asset Purchase Agreement includes a $40 million payment to Sesen Bio upon execution of the Asset Purchase Agreement, and an additional $30 million payment to Sesen Bio that is conditioned upon Roche’s initiation of a Phase 3 clinical trial with EBI-031 for a defined indication prior to December 31, 2026.

The Company entered into the Roche License Agreement in June 2016 pursuant to which the Company granted Roche an exclusive, worldwide license to develop and commercialize the Licensed Intellectual Property. EBI-031, a humanized monoclonal antibody that potently binds IL-6 and inhibits all known forms of IL-6 cytokine signaling, is currently being developed by Roche for the potential treatment of ocular diseases.

As previously disclosed, Sesen Bio has initiated a process to review potential strategic alternatives with the goal of maximizing shareholder value. The Company believes the Asset Purchase Agreement and the associated proceeds have the potential to enable a favorable strategic transaction by increasing the range and attractiveness of strategic alternatives that the Company is able to consider.

The foregoing description of the terms of the Asset Purchase Agreement is not complete and is qualified in its entirety by reference to the Asset Purchase Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
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