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Item 1.01 Entry into a Material Definitive Agreement.
On December 21, 2010, MMRGlobal, Inc., a Delaware corporation (the "Company"),
entered into a Non-Exclusive License Agreement (the "Agreement") with Celgene Corporation
Pursuant to the terms of the Agreement, the Company will license to Celgene, on a non-exclusive basis, the use of
the Company's clinical and scientific data relating to targeted immunotherapies for cancer and other disease treatments
to stimulate a patient's immune response and certain other confidential information.
In consideration for the rights granted under the Agreement, Celgene will pay
the Company certain upfront fees and, upon achievement of development milestones, milestone
payments in the aggregate amount of approximately $13 million plus any expenses. The Agreement contains customary
provisions, as to the term of the Agreement, representations, warranties, and indemnities by each of the Company and
The licensed assets were acquired from the Company's merger with Favrille, Inc. in January 2009. In
addition to the FavId vaccine data, MMRGlobal retains worldwide intellectual property rights to numerous additional
biotech assets including international patents and anti-CD20 monoclonal antibodies.
The above summary does not purport to be a complete description of the terms of the Agreement and is
qualified in its entirety by reference to the Agreement, which the Company will file as an exhibit to the
Company's Annual Report on Form 10-K for the year ending December 31, 2010. Portions of the Agreement may be
omitted in accordance with a request for confidential treatment that the Company expects to submit to the Securities and
Due to certain provisions of the Agreement the Company is not planning on publishing a news release
on the Agreement at this time.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
December 28, 2010
By: /s/ Robert H. Lorsch
Robert H. Lorsch
Chief Executive Officer