-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MvMcl1hE73OT+TXJT3YXAGVJ3XodSc8IaNDoo8nWUz44GKeaKOQmC7/I/vrV50/F BdrKVOvR7U9drBo57gXqQQ== 0001193125-10-276357.txt : 20101208 0001193125-10-276357.hdr.sgml : 20101208 20101208124025 ACCESSION NUMBER: 0001193125-10-276357 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101206 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20101208 DATE AS OF CHANGE: 20101208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Neogenix Oncology Inc CENTRAL INDEX KEY: 0001341293 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53963 FILM NUMBER: 101239251 BUSINESS ADDRESS: STREET 1: 445 NORTHERN BLVD STE 24 CITY: GREAT NECK STATE: NY ZIP: 11021 BUSINESS PHONE: 516-482-1200 MAIL ADDRESS: STREET 1: 445 NORTHERN BLVD STE 24 CITY: GREAT NECK STATE: NY ZIP: 11021 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 6, 2010

 

 

NEOGENIX ONCOLOGY, INC.

(Exact name of Registrant as Specified in its Charter)

 

 

 

Maryland   0-53963   16-1697150

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

445 Northern Boulevard, Suite 24

Great Neck, NY

   11021
(Address of Principal Executive Offices)   (Zip Code)

(516) 482-1200

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

On December 6, 2010, Neogenix Oncology, Inc. (the “Company”) entered into a Commercial License Agreement with Selexis SA (“Selexis”) to commercialize the high expression production cell line expressing the Company’s NPC-1C antibody (the “High Expression NPC-1C Cell Line”). Selexis developed the high expression NPC-1C cell line for the Company under a Services Agreement dated August 12, 2009 (the “Services Agreement”). The Services Agreement provided the Company with an option to enter into this commercial license agreement, which, following extensions by the parties, the Company has now exercised. The commercial license agreement includes the following terms: a non-exclusive license to the Company of all Selexis intellectual property rights in the higher expression NPC-1C cell lines developed by Selexis, with a right to sublicense; milestone payments at the start of the Phase III Clinical Trial for the first therapeutic product containing the licensed product and the first commercial sale thereof, milestone payments at the start of a clinical study for the first diagnostic product containing the licensed product and the first commercial sale thereof, and royalties on net sales on all licensed products (subject to reduction for combination products and services). The royalty term with respect to each licensed product sold in a particular country terminates on the expiration of the last-to-expire or lapse of any valid patent claims covering the licensed product in such country.

 

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.

 

NEOGENIX ONCOLOGY, INC.
By:  

/S/    DR. PHILIP ARLEN        

  Dr. Philip Arlen
  Chief Executive Officer

Date: December 8, 2010

 

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