NanoString Technologies, Inc. (NASDAQ:NSTG) Files An 8-K Entry into a Material Definitive Agreement
On August4, 2017,
to the terms of the collaboration agreement, Lam will provide the Company with up to
All intellectual property made or conceived solely by the Company to the collaboration will be owned by the Company and licensed to Lam solely for the purposes of the collaboration. All intellectual property made or conceived solely by Lam to the collaboration will be owned by Lam and, subject to certain restrictions on use with Lam competitors, licensed to the Company for the purposes of the collaboration and further development and commercialization of the Hyb & Seq product, as well as certain other products and technologies resulting from the collaboration in the field of molecular profiling. Jointly created intellectual property shall be jointly owned by the parties, provided that neither party shall use such jointly owned intellectual property in the other partys competitive field.
The collaboration agreement establishes a joint steering committee to oversee, review and coordinate the parties activities under the collaboration agreement and monitor progress and expenditures against the associated development plan. The joint steering committee is comprised of three employees from each of the Company and Lam, and will be chaired by one of the Companys employees. The Company will have final decision-making authority on the joint steering committee, subject to certain exceptions for decisions regarding development failure, material changes to the development plan, budget, and the Hyb & Seq product being developed under the agreement, and intellectual property ownership, which require consensus of the parties. The collaboration agreement also contains customary representations, warranties, covenants, indemnities and other obligations of the parties.
The term of the collaboration agreement is 15 years. Either the Company or Lam may terminate the collaboration agreement in the case of a material breach by the other party after providing notice and an opportunity to cure or in the case of bankruptcy or insolvency of the other party. The joint steering committee may also terminate the collaboration agreement if development is discontinued in the case of a development failure. Lam may also terminate the collaboration agreement on or after the first anniversary in the event the Company undergoes a change of control.
In connection with the execution of the collaboration agreement, the Company issued Lam a warrant to purchase up to 1.0 million shares of the Companys common stock on August4, 2017, with the exact number of issuable shares issuable equal to (1) 1.0 million shares multiplied by (2)(a) the amount of development funding provided by Lam divided by (b)
In connection with the entry into the collaboration agreement and issuance of the warrant, the Company and Lam have agreed, subject to certain exceptions applicable to Lam, to be bound by certain “standstill” provisions. to the “standstill” provisions, until the third anniversary of the entry into the collaboration agreement, the Company and Lam and their respective officers, directors, employees or contractors acting on their behalf will not (1) acquire, offer to acquire, agree to acquire or publicly propose or offer to acquire, securities, indebtedness, businesses, properties or assets of the other party or any subsidiary or division thereof; (2) initiate, induce or attempt to induce any other person or group to initiate any transaction referred to in clause (1), any stockholder proposal regarding the other party or call hold or convene a stockholders meeting of the other party; (3) make or participate in any solicitation of proxies to vote or seek to advise or influence any person with respect to the voting of any voting securities of the other party; (4) make any public announcement with respect to, or submit a proposal or offer for any extraordinary transaction involving the other party or any of its securities or assets; (5) form, join or in any way participate in a group as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with any of the foregoing prohibited activities; (6) act or seek to control or influence the management, board of directors or policies of the other party; (7) take any action that could reasonably be expected to require the other party to make a public announcement regarding the possibility of any of the prohibited activities described in clauses (1) through (6) or (8) advise, assist or encourage any other person in connection with any of the foregoing prohibited activities.
In addition, Lam has agreed, subject to certain exceptions, not to offer, sell or transfer any of the Companys common stock or securities convertible into or exchangeable or exercisable for the Companys common stock, for three years after the entry into the collaboration agreement without first obtaining the Companys consent, which consent may be withheld by the Company in its sole discretion, unless the collaboration agreement has been terminated, in which case consent may not be unreasonably withheld by the Company.
The foregoing descriptions of the collaboration agreement and warrant are not complete and are qualified in their entirety by reference to the full text of the collaboration agreement and warrant. A copy of the warrant is filed herewith as Exhibit 4.1 to this Current Report on Form 8-K. A copy of the collaboration agreement will be filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended
Item 1.01 Unregistered Sales of
The information set forth under Item 1.01 regarding the Companys issuance of a warrant to Lam is hereby incorporated by reference into this Item 1.01.
Item 1.01 Financial Statements and Exhibits.
Warrant to Purchase Common Stock issued to
Press release dated August8, 2017.
NanoString Technologies Inc ExhibitEX-4.1 2 nstg-080817ex41warrant.htm EXHIBIT 4.1 Exhibit Exhibit 4.1THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click
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