ONCOSEC MEDICAL INCORPORATED (NASDAQ:ONCS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

On January 19, 2021 OncoSec Medical Incorporated, a Nevada corporation (the “Company”), and Sirtex Medical, Inc., a Delaware corporation (“Sirtex” and together with the Company, the “Parties”), announced that they entered into a Co-Promotion Agreement (the “Agreement”). Under the terms of the Agreement, Sirtex will pay the Company $5 million for a non-exclusive option (the “Option”) to co-promote TAVO in combination with KEYTURDA® in patients with anti-PD-1 checkpoint refractory metastatic melanoma in the U.S (the “Co-Promotion Rights”). Upon exercising the Option, Sirtex shall pay the Company an additional $20 million in cash and purchase $5 million of the Company’s common stock at market price. The Option carries an eight-year term (the “Term”) and must be exercised by Sirtex within ninety (90) days of the Company’s filing of a Biologics License Application (the “BLA”) with the U.S. Food and Drug Administration (the “FDA”). The Company reserves the right to buy back the Co-Promotion Rights at a price determined by the number of years remaining in the Term, which amount shall not exceed $45 million. If exercised, the Option would require Sirtex to field a sales force to promote TAVO among certain key target audiences, with training materials to be provided by the Company. The Parties will share the sales and marketing costs, with the Company assuming approximately two-thirds of such costs and Sirtex assuming approximately one-third. The Company will pay Sirtex a high-teens royalty on U.S. net sales. The Parties will establish a joint sales and marketing committee, with the Company retaining final decision-making authority for all matters relating to TAVO, including but not limited to, pricing, supply terms, manufacturing and clinical trials. Additionally, the Company shall invoice and book all sales. The Agreement will terminate (i) if Sirtex does not exercise the option within ninety (90) days following receipt of a complete copy of the final BLA filed by the Company with the FDA or (ii) upon the eighth anniversary of the first approval of a BLA by the FDA for marketing and use of the relevant product in the relevant territory, in each case unless otherwise extended by the parties.

A copy of the press release announcing entry into the Agreement is being furnished as Exhibit 99.1 to this report.

99.1 Press Release issued by OncoSec Medical Incorporated, dated January 19, 2021.

EX-99.1 2 ex99-1.htm   Exhibit 99.1     OncoSec Enters into Option Agreement with Sirtex Medical to Co-Promote TAVO™   Sirtex to Pay $5 Million for a Non-Exclusive Option to Co-Promote TAVO in Patients with Checkpoint Refractory Metastatic Melanoma in the U.S. and an Additional $25 Million if the Option is Exercised   PENNINGTON,…
To view the full exhibit click here


OncoSec Medical Incorporated is a biotechnology company. The Company is focused on designing, developing and commercializing gene therapies, therapeutics and medical approaches to stimulate an anti-tumor immune response for the treatment of cancer. The Company’s lead product candidate, ImmunoPulse IL-12, consists of a plasmid construct encoding the proinflammatory cytokine, IL-12, which is delivered into the tumor through in vivo electroporation. As of July 31, 2016, the Company was pursuing two Phase II trials: ImmunoPulse IL-12 monotherapy in patients with metastatic melanoma and ImmunoPulse IL-12 plus pembrolizumab in patients with advanced, metastatic melanoma. In addition, it is pursuing ImmunoPulse IL-12 monotherapy in patients with triple negative breast cancer. Its ImmunoPulse product candidates are based on its deoxyribonucleic acid (DNA)-based immunotherapy technology, which is designed to stimulate the human immune system, resulting in systemic anti-tumor immune responses.

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