MARKER THERAPEUTICS, INC. : Entry of Material Definitive Agreement, FD Settlement Disclosure, Financial Statements and Exhibits (Form 8-K)
Section 1.01 Entering into a Material Definitive Agreement.
make, use, and sell Marker's cell culture non-proprietary media formulation that has been cleared in an FDA investigational new drug application in pursuit of the
Wilson Wolf Mission;
replicate Marker's quality management system inclusive of all underlying documents related thereto, none of which shall include unique information specific to the manufacture of Marker's MultiTAA product candidates such as direct peptide stimulation, which Wilson Wolf shall use as it sees fit in pursuit of the
Wilson Wolf Mission;
be able to replicate Marker's cGMP-compliant, linearly scalable, G-Rex based T-cell manufacturing process which Wilson Wolf shall use as it sees fit in pursuit of the
Wilson Wolf Mission; and
to train Wilson Wolf on its expertise in the optimization of T-cell therapy manufacturing processes using G-Rex and to conduct CAR T and TCR G-Rex Optimization Work under the direction of Wilson Wolf (the "Work Direction"), whereunder all intellectual property provided by Wilson Wolf or created or derived by Marker will be solely owned by Wilson Wolf, and whereby Marker will make good faith efforts to complete the conduct of such work as soon as practicable within 18 months from the date of the agreement. Wilson Wolf has agreed to pay Marker an additional
$1.0 millionif the Work Direction is completed within one year from the onset of the Agreement.
The Agreement will continue until the fulfillment of all of Marker’s obligations set forth in the Agreement or any mutually agreed subsequent agreement. Any intellectual property created or derived under the direction of the work shall belong to Wilson Wolf. The agreement contains certain representations made by Marker, as well as a mutual confidentiality clause and an indemnification clause by Wilson Wolf in favor of Marker. Pursuant to the Agreement, in the event Marker becomes insolvent, ceases operations, or an event other than Force Majeure occurs which prevents performance of the Agreement, Wilson Wolf shall have the right to first offer and right of first refusal for Marker’s manufacturing facility provided it is able and willing to meet all financial obligations required to do so and provided further that this provision shall not apply in the event of a merger , reorganization or consolidation of Marker with a third party that would result in the outstanding voting securities of Marker immediately prior ceasing to represent, or being converted or exchanged for voting securities that do not represent, at least fifty percent (50%) of the combined voting rights of the voting securities of the surviving entity or of the parent of the surviving entity immediately after such amalgamation, reorganization or consolidation, or sale or other transfer of all or substantially all of Mar the business or assets of ker. Marker agrees to assist as needed to the extent permitted by any applicable law (including bankruptcy or insolvency laws). In addition, before Marker undertakes any financing that would encumber any of Marker’s assets necessary for Marker’s performance under this Agreement, Wilson Wolf shall have the first right to provide such financing on terms equal to this that Marker can get elsewhere.
The above summary of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8- K (the “Form 8-K”) and is incorporated herein by reference.
Section 7.01 Disclosure of FD Rules.
The information contained in this Item 7.01 of Form 8-K, including Exhibit 99.1, is furnished and not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference in any of the documents filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether filed before or after the date hereof, except as expressly provided by specific reference in such filing.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits Exhibit No. Description Services Agreement, effective
April 12, 2022, between Wilson Wolf 10.1 Manufacturing Corporationand Marker Therapeutics, Inc.99.1 Press Release, dated April 26, 2022104 Inline XBRL for the cover page of this Current Report on Form 8-K
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