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Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
+Added: Fox Chase Litigation
+Added: On July 21, 2020, we filed a declaratory judgment lawsuit in the Superior Court for San Diego County, California, naming Fox Chase Cancer Center Foundation and Institute for Cancer Research as the defendants (“Fox Chase”).
+Added: This litigation relates to an exclusive license agreement by which Fox Chase granted us various intellectual property rights (including patent rights) for certain modified NK‑92 cell technologies dating back to 2004 (“2004 License”).
+Added: We requested the Court to grant declarations that we have not breached any material obligation under the 2004 License and that Fox Chase has not and cannot terminate the 2004 License.
+Added: Fox Chase has answered the Complaint, lodged a Cross-Complaint raising a patent inventorship challenge, and moved the case to federal court (See Part I, Item 1A, “ Risk Factors ” of this Annual Report for a more detailed discussion).
+Added: While the litigation is in the early stage, its outcome cannot be predicted.
+Added: We do not consider the Fox Chase license agreement to be material to our business.
+Added: Litigation Related to the Merger with ImmunityBio, Inc.
+Added: In connection with our merger (the Merger) with ImmunityBio, Inc., a Delaware corporation (ImmunityBio), via a wholly owned subsidiary of NantKwest (the Merger Sub), seven complaints have been filed as individual actions in United States District Courts.
+Added: Three complaints have been filed in the United States District Court for the District of Delaware against NantKwest and its directors and are captioned Hargett v.
+Added: NantKwest, Inc., et al.
+Added: , 1:21‑cv‑00197 (filed February 11, 2021) (the Hargett Complaint), Franchi v.
+Added: NantKwest, Inc., et al.
+Added: , 1:21‑cv‑00218 (filed February 16, 2021) (the Franchi Complaint), and Gross v.
+Added: NantKwest, Inc., et al.
+Added: , 1:21‑cv‑00223 (filed February 17, 2021) (the Gross Complaint).
+Added: One complaint has been filed in the United States District Court for the Southern District of New York and is captioned Leaman v.
+Added: NantKwest, Inc., et al.
+Added: , 1:21‑cv‑01351 (filed February 16, 2021) (the Leaman Complaint).
+Added: Two complaints has been filed in the United States District Court for the Southern District of California and are captioned Weiss v.
+Added: NantKwest, Inc., et al.
+Added: , 3:21‑cv‑00280 (filed February 16, 2021) (the Weiss Complaint) and Carlisle v.
+Added: NantKwest, Inc., et al., 3:21‑cv‑00304 (filed February 19, 2021) (the Carlisle Complaint).
+Added: One complaint has been filed in the United States District Court for the Eastern District of New York and is captioned Shenk v.
+Added: NantKwest, Inc., et al.
+Added: , 1:21‑cv‑00871 (filed February 18, 2021) (the Shenk Complaint, and collectively with the Hargett Complaint, the Franchi Complaint, the Gross Complaint, the Leaman Complaint, the Weiss Complaint, and the Carlisle Complaint, the Merger Actions).
+Added: The Hargett Complaint and the Gross Complaint also bring claims against ImmunityBio, and Merger Sub.
+Added: The Merger Actions generally allege that the Definitive Proxy Statement filed with the SEC on February 2, 2021 misrepresents and/or omits certain purportedly material information relating to financial projections, analysis performed by the financial advisor to NantKwest’s Special Committee, alleged past engagements of the Special Committee’s financial advisor and industry consultant, and the terms of the engagement of such consultant.
+Added: The Merger Actions assert violations of Sections 14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Rule 14a-9 promulgated thereunder against all defendants and violations of Section 20(a) of the Exchange Act against NantKwest’s directors.
+Added: The Merger Actions seek, among other things, an injunction enjoining the stockholder vote on the Merger and the consummation of the Merger unless and until certain additional information is disclosed to NantKwest’s stockholders, costs of the action, including plaintiffs’ attorneys’ fees and experts’ fees, and other relief the Court may deem just and proper.
+Added: NantKwest cannot predict the outcome of the Merger Actions.
+Added: NantKwest believes the Merger Actions are without merit and NantKwest and the individual defendants intend to vigorously defend against the Merger Actions and any subsequently filed similar actions.
+Added: If additional similar complaints are filed, absent new or significantly different allegations, NantKwest will not necessarily disclose such additional filings.
Mine Safety 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.