$KITE Form 8-K


Form 8-K for KITE PHARMA, INC.


Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.On October 26, 2015, Kite Pharma, Inc. (“Kite”) entered into a License and Research Agreement (the “Agreement”) with Alpine Immune Sciences, Inc. (“AIS”) pursuant to which AIS granted Kite an exclusive, worldwide license to research, develop and commercialize engineered autologous T cell therapies incorporating two programs from AIS’ transmembrane immunomodulatory protein (“TIP�”) technology.

Under the terms of the Agreement, AIS will conduct initial research to deliver two program TIPs with certain pre-defined characteristics. Kite will then conduct further research on the program TIPs with the goal of demonstrating proof-of-concept. If successful, Kite would further engineer the program TIPs into certain chimeric antigen receptor (“CAR”) and T cell receptor (“TCR”) product candidates that would potentially enhance anti-tumor response.

Pursuant to the Agreement, Kite will pay AIS a $5.0 million upfront payment and additional payments to support AIS’ research. AIS will be eligible to receive up to $530.0 million in total milestone payments based on the successful completion of research, clinical and regulatory milestones relating to both program TIPs. At Kite’s option, a portion of the milestones may be paid in shares of Kite’s common stock. AIS will also be eligible to receive a low single digit royalty for sales on a licensed product-by-licensed product and country-by-country basis, until the later of (i) the date on which the licensed product is no longer covered by certain intellectual property rights, and (ii) a defined term from the first commercial sale of the licensed product.

Kite may terminate the Agreement with prior written notice after a defined research term. Either party may also terminate the agreement upon certain insolvency events of the other party, or with written notice upon material breach by the other party, if such breach has not been cured within a defined period of receiving such notice.

The foregoing description of the Agreement is only a summary and is qualified in its entirety by reference to the Agreement. Kite intends to file a copy of the Agreement as an exhibit to its Annual Report on Form 10-K for its fiscal year ending December 31, 2015, portions of which will be subject to a FOIA Confidential Treatment Request to the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.



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