SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, on December 16, 2020, Nektar Therapeutics (“Nektar”) entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with entities managed by Healthcare Royalty Management, LLC (collectively, “HCR”). On December 30, 2020, pursuant to the Purchase and Sale Agreement, Nektar completed the sale to HCR of certain of its rights to receive royalty payments arising in respect of worldwide net sales, from and after October 1, 2020 until such time certain return thresholds are met as described below, of (a) MOVANTIK® under that certain License Agreement, dated September 20, 2009, by and between Nektar and AstraZeneca AB, as amended, (b) ADYNOVATE® under that certain Exclusive Research, Development, License and Manufacturing and Supply Agreement, dated September 26, 2005, by and among Nektar, Baxalta US Inc. and Baxalta GmbH, as amended, (c) Rebinyn® under that certain Settlement and License Agreement, dated December 21, 2016, by and among Nektar, Novo Nordisk Inc., Novo Nordisk A/S and Novo Nordisk A/G and (d) licensed products under that certain Right to Sublicense Agreement, dated October 27, 2017, by and among Baxter Incorporated, Baxalta US Inc., Baxalta GmbH and Nektar (collectively, the “Royalties”), and received $150.0 million in cash from HCR as consideration.
As previously disclosed, the Purchase and Sale Agreement will automatically expire, and the payment of Royalties to HCR will cease, when HCR has received payments of the Royalties equal to $210.0 million (the “2025 Threshold”), if the 2025 Threshold is achieved on or prior to December 31, 2025, or $240.0 million, if the 2025 Threshold is not achieved on or prior to December 31, 2025 (or, if earlier, the date on which the last royalty payment under the relevant license agreements is made). After the Purchase and Sale Agreement expires, all rights to receive the Royalties return to Nektar.
Nektar knows of no material relationships between it or its affiliates, on the one hand, and HCR or its affiliates, on the other hand, other than in respect of the transactions set forth in the Purchase and Sale Agreement.
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 hereunto duly authorized.
|By:||/s/ Mark A. Wilson|
|Name:||Mark A. Wilson|
|Title:||General Counsel and Secretary|
Date: January 5, 2021