Attached files
file | filename |
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EX-10.5 - EX-10.5 - Sorrento Therapeutics, Inc. | srne-ex105_469.htm |
10-Q - 10-Q - Sorrento Therapeutics, Inc. | srne-10q_20160930.htm |
EX-32.1 - EX-32.1 - Sorrento Therapeutics, Inc. | srne-ex321_6.htm |
EX-31.2 - EX-31.2 - Sorrento Therapeutics, Inc. | srne-ex312_9.htm |
EX-31.1 - EX-31.1 - Sorrento Therapeutics, Inc. | srne-ex311_7.htm |
EX-10.6 - EX-10.6 - Sorrento Therapeutics, Inc. | srne-ex106_713.htm |
EX-10.4 - EX-10.4 - Sorrento Therapeutics, Inc. | srne-ex104_472.htm |
EX-10.2 - EX-10.2 - Sorrento Therapeutics, Inc. | srne-ex102_471.htm |
Exhibit 10.3
Confidential
August 15, 2016
This Binding Term Sheet sets forth certain key terms of a possible transaction (the “Transaction”) involving Sorrento Therapeutics, Inc. (“Sorrento”), Scintilla Pharmaceuticals, Inc., a majority owned subsidiary of Sorrento (“Acquirer”), and Semnur Pharmaceuticals, Inc. (the “Company”).
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● the following one-time milestone payments, payable in cash: o $20,000,000, upon completion of the first successful Phase III clinical study of a Company Product; o $10,000,000, upon completion of the second successful Phase III clinical trial of a Company Product; o $40,000,000, upon the first U.S. FDA approval of an NDA for a Company Product; o $10,000,000, upon the first approval of an MAA for a Company Product in Europe (EMA or the UK, Germany, France, Italy or Spain); o $30,000,000, upon achievement of the first $100,000,000 in net sales of a Company Product; and o $30,000,000, upon achievement of the first $250,000,000 in net sales of a Company Product. For clarity, the aggregate purchase price shall not exceed $200,000,000. Sorrento will guarantee the obligations of Scintilla to pay the Initial Consideration. After the closing and following the payment of the Initial Consideration, Sorrento will (A) cause Scintilla to have $5 million in cash-on-hand (after the payment of the Initial Consideration) to be available for Scintilla to fund its operations (including to support the achievement of the milestone payments contemplated above); and (B) will use commercially reasonable efforts to assist Scintilla to obtain funding necessary to achieve and satisfy the milestone payments contemplated above. |
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[Remainder of Page Intentionally Left Blank]
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The parties have executed this Binding Term Sheet as of the date first above written.
Semnur Pharmaceuticals, Inc. |
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By: |
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/s/ Mahendra G. Shah |
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Name: |
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Mahendra G. Shah |
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Title: |
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Executive Chairman |
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Scintilla Pharmaceuticals, Inc. |
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Sorrento Therapeutics, Inc. |
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By: |
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/s/ Henry Ji, Ph.D. |
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By: |
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/s/ Henry Ji, Ph.D. |
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Name: |
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Henry Ji, Ph.D. |
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Name: |
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Henry Ji, Ph.D. |
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Title: |
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President & CEO |
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Title: |
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President & CEO |
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