Lisata Therapeutics Inc.
10/08/2025 | Press release | Distributed by Public on 10/08/2025 13:13
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
Non-Exclusive License Agreement
On October 8, 2025, Lisata Therapeutics, Inc. (the "Company") entered into a worldwide Non-Exclusive License Agreement (the "Non-Exclusive License Agreement" or the "Agreement") with Catalent, Inc. ("Catalent"), pursuant to which the Company granted to Catalent, on a non-exclusive basis, certain of its intellectual property to exploit use of the Company's novel iRGD cyclic peptide, certepetide, as an antibody drug conjugate (ADC) payload as part of Catalent's SMARTag®ADC platform. Under the Agreement, Catalent will assume full responsibility for research, development, and commercialization costs.
Financial Terms. In connection with entering into the Non-Exclusive License Agreement, the Company is eligible to receive pre-determined development milestone payments of up to $10.5 million in the aggregate. The Company is also eligible to receive tiered revenue sharing on future sales and/or partnerships, subject to specified royalty reductions as set forth in the Agreement, as well as a portion of any sublicense consideration received from the grant of any sublicense or similar rights under any of the rights or licenses granted to Catalent under the Agreement. The Agreement will remain in effect until it expires on a product-by-product and country-by-country basis at the end of the royalty term.
Termination. Either party may terminate the Agreement upon the other party's material breach, subject to specified notice and cure provisions, as well as resulting from the bankruptcy or insolvency of the other party. Catalent may also terminate the Agreement in its entirety at any time by giving the Company at least thirty (30) days prior written notice.
Right of First Negotiation. In connection with the Agreement, Catalent has agreed to grant the Company a right of first negotiation ("ROFN") for a license, in the event Catalent initiates a specific, organized out-licensing process of an asset resulting from the Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which the Company intends to file as an exhibit to its Annual Report on Form 10-K for the fiscal year ending December 31, 2025.
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