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Therefore, no assurance can be given on the outcome of any proceeding or the potential impact on our results of operations or financial condition.
−Removed: On December 23, 2022, a lawsuit was filed by Altor BioScience, LLC and NantCell, Inc., collectively, Altor/NantCell, against the Company in U.S.
−Removed: District Court for the Southern District of Florida, or the Court, alleging misappropriation of trade secrets under state and federal laws, inducement of breach of contract and breach of fiduciary duty, tortious interference with contractual relations, specific performance, conversion, unjust enrichment, specific performance for assignment of patents and patent applications, constructive trust, and replevin.
−Removed: The complaint against the Company is based on very similar allegations as those alleged by Altor/NantCell in an arbitration commenced in December 2022 against the Company’s Founder and Chief Executive Officer, Dr.
−Removed: Wong, who was formerly employed by Altor/NantCell.
−Removed: Altor/NantCell alleges that Dr.
−Removed: Wong purportedly took Altor/NantCell’s confidential and trade-secret information and used it to form and build competing products for the Company.
−Removed: Altor/NantCell allege that each of the provisional applications that the Company has filed for relate to the use of fusion proteins, tissue factor, and other proprietary data that were developed at Altor/NantCell, while Dr.
−Removed: Wong was an employee of or consultant to Altor/NantCell, and
−Removed: using its resources.
−Removed: Altor/NantCell seeks compensatory and punitive damages, attorneys’ fees and costs, and equitable relief including an order requiring the Company to assign title and all rights to the Company’s patents and provisional applications to Altor/NantCell.
−Removed: On January 31, 2023, the Company filed a motion to compel arbitration, a motion for the stay of the litigation, and a motion to dismiss the complaint (“motion to compel”), which are currently pending before the Court.
+Added: During the period ended December 31, 2022, Altor/NantCell initiated legal proceedings against Dr.
+Added: Wong and the Company.
+Added: On April 26, 2023, the parties stipulated that Altor/NantCell’s action against the Company would be consolidated with the Altor/NantCell Arbitration demand against Dr.
On April 27, 2023, the U.S.
−Removed: District Court for the Southern District of Florida (the “Court”) heard oral argument on the Company’s motion to compel and ordered the parties to provide supplemental briefing by April 28, 2023.
−Removed: Before the Court ruled on the Company’s motion to compel, on April 26, 2023, the parties stipulated that Altor/NantCell’s action against the Company would be consolidated with the Altor/NantCell arbitration demand against Dr.
−Removed: On April 27, 2023, the Court approved the parties’ stipulation and ordered the parties to arbitration.
+Added: District Court for the Southern District of Florida (the “Court”) with jurisdiction over the lawsuit against the Company approved the parties’ stipulation and ordered the parties to Arbitration.
On May 1, 2023, Altor/NantCell filed a demand against the Company before JAMS.
On May 3, 2023, Altor/NantCell dismissed the federal court action without prejudice and the Court ordered the case dismissed without prejudice and closed the case.
−Removed: Altor/NantCell’s proceeding against the Company is now proceeding in arbitration before JAMS, with an arbitration hearing scheduled for May 20, 2024.
−Removed: In addition, on March 26, 2024, Altor/NantCell gave notice that they are filing a complaint (the “Complaint”) against the Company in the Chancery Court of the State of Delaware for the contribution of legal fees and expenses advanced to Dr.
−Removed: Wong, our founder and chief executive officer, in connection with the arbitration discussed above.
−Removed: Prior to the filing of the Complaint, Altor/NantCell had previously sought advancement from the Company and the Company agreed to advance 50% of Dr.
−Removed: Wong’s legal fees going forward from December 2023.
−Removed: On January 8, 2024, Altor/NantCell reserved their right to pursue contribution against the Company for 50% of the amount Altor/NantCell sent for advancement of expenses for Dr.
−Removed: In the Complaint, Altor/NantCell seek 50% of the fees they have already advanced to Dr.
−Removed: Wong, a declaration that the Company has an obligation to contribute 50% of the advancement of Dr.
−Removed: Wong’s expenses including 50% of Dr.
−Removed: Wong’s expenses incurred in connection with the arbitration through final resolution of the matter, and costs and fees in bringing this action.
−Removed: Although adverse decisions (or settlements) may occur in the legal proceedings described above, it is not possible to reasonably estimate the possible loss or range of loss, if any, associated therewith at this time and, as such, no accrual for these matters has been recorded within our audited financial statements included elsewhere in this Annual Report.
−Removed: If liability is determined, it could have a material adverse effect on the Company’s business, results of operations and financial condition.
+Added: Proceedings against the Company and Dr.
+Added: Wong were consolidated in the Arbitration before JAMS.
+Added: The Arbitration hearing was held from May 20, 2024 to May 31, 2024, after which the parties entered into settlement negotiations.
+Added: As reported in the Company’s Form 8-K filed on July 18, 2024 and further described in Part I, Item 3.
+Added: – “Legal Proceedings” below, as of July 13, 2024, the Company and Dr.
+Added: Wong, the Company’s Founder and Chief Executive Officer, entered into a confidential Settlement Agreement and Release (the “Settlement Agreement”) with Altor BioScience, LLC (“Altor”), NantCell, Inc.
+Added: (“NantCell”), and ImmunityBio, Inc.
+Added: (the parent of Altor and NantCell, together with Altor and NantCell, “ImmunityBio”), to resolve the previously disclosed Arbitration before JAMS brought by Altor and NantCell (the “Arbitration”) as well as a complaint Altor filed against the Company in the Chancery Court of the State of Delaware for the contribution of legal fees and expenses advanced to Dr.
+Added: Wong (“Complaint”).
+Added: The Settlement Agreement includes mutual general releases by and among the parties thereto.
+Added: No party is required to make any monetary payments to any other party or person under the Settlement Agreement and each party will bear its own expenses incurred in connection with the matter.
+Added: In accordance with the provisions of the Settlement Agreement, upon
+Added: completion of remedial procedures, the parties stipulated that the Arbitration and Complaint should be dismissed.
+Added: The Arbitration and related Complaint were dismissed with prejudice on or about December 24, 2024.
+Added: Pursuant to the Settlement Agreement, the Company transferred and assigned to ImmunityBio ownership of certain intellectual property (including issued patents, pending patent applications, and know-how) for TOBI TM -based molecules.
+Added: The Company retains the worldwide, perpetual, irrevocable, fully paid-up, royalty-free, exclusive right and license to exploit HCW9218 for all age-related diseases other than cancer.
+Added: The Company also retains the right to develop treatments for all indications with respect to HCW9302 and HCW9206, which, along with HCW9218, are the lead product candidates in the Company’s clinical development pipeline.
+Added: ImmunityBio has the exclusive right to pursue oncology indications with all of the TOBI TM -based molecules designed with a TGF-β domain, including HCW9218.
+Added: Under the Settlement Agreement ImmunityBio also receives an exclusive license to exploit fusion proteins, molecules and/or antibodies created utilizing the TOBI TM Platform directed to the receptors of PDL-1, IL-7, IL-12, IL-18, IL-15, and IL-21 in the oncology field.
+Added: The Company’s ownership and rights with respect to HCW9302, HCW9206 and HCW9201 are expressly excluded from the rights transferred to ImmunityBio for oncology indications.
+Added: In addition, ImmunityBio received a non-exclusive license to exploit HCW9201 administered by injection for oncology indications.
+Added: The Company retains ownership and control of the TOBI TM platform and TOBI-based molecules, with no restrictions under the Settlement Agreement on our ability to use the TOBI TM platform for protein-fusion molecules for non-oncology indications.
+Added: We have rights to pursue oncology indications, in particular using HCW9302, HCW9206 and HCW9201.
+Added: Further, the Company retains ownership of the Wugen license and shares of Wugen common stock transferred to the Company as the upfront licensing fee from Wugen for granting the Wugen license.
+Added: For our molecule, HCW9218, we maintain the exclusive rights for clinical development and use of HCW9218 in the treatment of all non-oncological diseases.
+Added: We retain ownership of our lead molecule, HCW9302, which expands T reg cells and is designed to treat autoimmune diseases and other proinflammatory diseases, including cancer, and the ownership of HCW9206, a preclinical molecule which we are developing for the treatment of cancer and other age-related diseases.
+Added: The Company agreed to provide ImmunityBio with a right of first refusal to enter a licensing agreement for oncology indications for HCW9206.
+Added: We have no restrictions on the development of HCW9206 for our own clinical development activities, including oncology indications.
+Added: Under the terms of the Settlement Agreement, ImmunityBio will own the cell line and supply for HCW9218, and the parties agreed that within six months from the date of the Settlement Agreement they will enter into a supply agreement providing the Company with a continuing supply of HCW9218 molecules.
+Added: The Company also retains in vivo rights to HCW9201, a combination of IL-12, IL-15, and IL-18 in a single protein complex which is designed to stimulate activation and proliferation signals in human NK cells.
+Added: The Company retains ownership of the cell lines for HCW9302, HCW9206 and HCW9201, and thus will retain independent control over manufacturing and supply for these compounds.
Item 4 Mine Saf ety Disclosures.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.