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Y-mAbs Therapeutics, Inc. – ‘10-Q’ for 3/31/22 – ‘EX-10.7’

On:  Monday, 5/9/22, at 4:35pm ET   ·   For:  3/31/22   ·   Accession #:  1558370-22-7851   ·   File #:  1-38650

Previous ‘10-Q’:  ‘10-Q’ on 11/4/21 for 9/30/21   ·   Next:  ‘10-Q’ on 8/8/22 for 6/30/22   ·   Latest:  ‘10-Q’ on 11/13/23 for 9/30/23   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/09/22  Y-mAbs Therapeutics, Inc.         10-Q        3/31/22   85:7.2M                                   Toppan Merrill Bridge/FA

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.13M 
 5: EX-10.10    Material Contract                                   HTML     71K 
 6: EX-10.11    Material Contract                                   HTML     41K 
 2: EX-10.7     Material Contract                                   HTML     37K 
 3: EX-10.8     Material Contract                                   HTML     67K 
 4: EX-10.9     Material Contract                                   HTML     48K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     25K 
10: EX-32.2     Certification -- §906 - SOA'02                      HTML     25K 
16: R1          Document and Entity Information                     HTML     77K 
17: R2          Consolidated Balance Sheets                         HTML    120K 
18: R3          Consolidated Balance Sheets (Parenthetical)         HTML     36K 
19: R4          Consolidated Statements of Net Income (Loss) and    HTML     90K 
                Comprehensive Income (Loss)                                      
20: R5          Consolidated Statements of Changes in               HTML     69K 
                Stockholders' Equity                                             
21: R6          Consolidated Statements of Cash Flows               HTML     95K 
22: R7          Organization and Description of Business            HTML     26K 
23: R8          Basis of Presentation                               HTML     31K 
24: R9          Summary of Significant Accounting Policies          HTML     81K 
25: R10         Product Revenue                                     HTML     54K 
26: R11         Net Loss Per Share                                  HTML     47K 
27: R12         Inventories                                         HTML     57K 
28: R13         Intangible Assets                                   HTML     26K 
29: R14         Accrued Liabilities                                 HTML     42K 
30: R15         License Agreements and Commitments                  HTML    134K 
31: R16         Stockholders' Equity                                HTML     33K 
32: R17         Share-Based Compensation                            HTML     89K 
33: R18         Related Party Transactions                          HTML     26K 
34: R19         Income Taxes                                        HTML     29K 
35: R20         Other Benefits                                      HTML     25K 
36: R21         Gain From Sale of Priority Review Voucher           HTML     26K 
37: R22         Subsequent Events                                   HTML     26K 
38: R23         Summary of Significant Accounting Policies          HTML    110K 
                (Policies)                                                       
39: R24         Summary of Significant Accounting Policies          HTML     60K 
                (Tables)                                                         
40: R25         Product Revenue (Tables)                            HTML     48K 
41: R26         Net Loss Per Share (Tables)                         HTML     45K 
42: R27         Inventories (Tables)                                HTML     56K 
43: R28         Accrued Liabilities (Tables)                        HTML     41K 
44: R29         License Agreements and Commitments (Tables)         HTML    122K 
45: R30         Share-Based Compensation (Tables)                   HTML     83K 
46: R31         BASIS OF PRESENTATION - Accumulated deficit         HTML     26K 
                (Details)                                                        
47: R32         BASIS OF PRESENTATION - Secondary public offering   HTML     36K 
                (Details)                                                        
48: R33         BASIS OF PRESENTATION - Cash and cash equivalents   HTML     25K 
                (Details)                                                        
49: R34         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     31K 
                Concentration of Credit Risk (Details)                           
50: R35         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair   HTML     41K 
                Value Measurement (Details)                                      
51: R36         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     24K 
                Operating Leases (Details)                                       
52: R37         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     27K 
                Revenue and Segment (Details)                                    
53: R38         PRODUCT REVENUE - Discounts and Allowances          HTML     60K 
                (Details)                                                        
54: R39         PRODUCT REVENUE - Concentrations (Details)          HTML     34K 
55: R40         NET LOSS PER SHARE - Basic and diluted (Details)    HTML     50K 
56: R41         NET LOSS PER SHARE - Anti-dilutive securities       HTML     25K 
                (Details)                                                        
57: R42         Inventories (Details)                               HTML     39K 
58: R43         Intangible Assets (Details)                         HTML     42K 
59: R44         Accrued Liabilities (Details)                       HTML     37K 
60: R45         LICENSE AGREEMENTS AND COMMITMENTS - License        HTML     63K 
                Agreements (Details)                                             
61: R46         LICENSE AGREEMENTS AND COMMITMENTS - Other          HTML     41K 
                agreements (Details)                                             
62: R47         LICENSE AGREEMENTS AND COMMITMENTS - Lease          HTML     63K 
                agreements (Details)                                             
63: R48         LICENSE AGREEMENTS AND COMMITMENTS - Lease costs    HTML     32K 
                (Details)                                                        
64: R49         LICENSE AGREEMENTS AND COMMITMENTS - Lease          HTML     40K 
                maturities (Details)                                             
65: R50         LICENSE AGREEMENTS AND COMMITMENTS - Lease term     HTML     27K 
                and discount rate (Details)                                      
66: R51         STOCKHOLDERS' EQUITY - Authorized, Common and       HTML     42K 
                Preferred Stock (Details)                                        
67: R52         STOCKHOLDERS' EQUITY - Stock grant agreements with  HTML     57K 
                non-employees (Details)                                          
68: R53         STOCKHOLDERS' EQUITY - Issuance of common stock     HTML     36K 
                (Details)                                                        
69: R54         SHARE-BASED COMPENSATION - 2015 Plan (Details)      HTML     33K 
70: R55         SHARE-BASED COMPENSATION - 2018 Plan (Details)      HTML     43K 
71: R56         SHARE-BASED COMPENSATION - Stock-based              HTML     39K 
                compensation expense (Details)                                   
72: R57         SHARE-BASED COMPENSATION - Stock option activity    HTML     57K 
                (Details)                                                        
73: R58         SHARE-BASED COMPENSATION - Stock option             HTML     30K 
                unrecognized compensation (Details)                              
74: R59         SHARE-BASED COMPENSATION - Restricted Stock Unit    HTML     53K 
                Activity (Details)                                               
75: R60         Related Party Transactions (Details)                HTML     37K 
76: R61         INCOME TAXES - Loss before income taxes (Details)   HTML     33K 
77: R62         INCOME TAXES - Uncertain tax positions (Details)    HTML     27K 
78: R63         Other Benefits (Details)                            HTML     30K 
79: R64         Gain From Sale of Priority Review Voucher           HTML     36K 
                (Details)                                                        
80: R65         Subsequent Events (Details)                         HTML     31K 
83: XML         IDEA XML File -- Filing Summary                      XML    144K 
81: XML         XBRL Instance -- ymab-20220331x10q_htm               XML   1.38M 
82: EXCEL       IDEA Workbook of Financial Reports                  XLSX     86K 
12: EX-101.CAL  XBRL Calculations -- ymab-20220331_cal               XML    135K 
13: EX-101.DEF  XBRL Definitions -- ymab-20220331_def                XML    489K 
14: EX-101.LAB  XBRL Labels -- ymab-20220331_lab                     XML   1.14M 
15: EX-101.PRE  XBRL Presentations -- ymab-20220331_pre              XML    841K 
11: EX-101.SCH  XBRL Schema -- ymab-20220331                         XSD    174K 
84: JSON        XBRL Instance as JSON Data -- MetaLinks              349±   505K 
85: ZIP         XBRL Zipped Folder -- 0001558370-22-007851-xbrl      Zip    324K 


‘EX-10.7’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C:  C:  <!  <> 

Certain information (marked as [***]) has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Exhibit 10.7

AMENDMENT NO. 2

to

LICENSE AGREEMENT DATED AS OF MARCH 18, 2021

between

MEMORIAL SLOAN-KETTERING CANCER CENTER

and

Y-MABS THERAPEUTICS, INC.

DATED: FEBRUARY 11, 2022


Certain information (marked as [***]) has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

AMENDMENT NO. 2 TO LICENSE AGREEMENT

This Amendment No. 2 dated February 11, 2022 (the “Amendment”), is made to that certain License Agreement dated August 20, 2015, as amended on March 18, 2021 (the “License Agreement”), by and between Memorial Sloan Kettering Cancer Center (“MSK”), a New York not-for-profit corporation, with its principal offices at 1275 York Avenue, New York, NY 10065; and Y-mAbs Therapeutics, Inc., a Delaware corporation, with its principal offices located at 230 Park Avenue, Suite 3350, New York, NY 10169 (“LICENSEE”). MSK and LICENSEE are sometimes referred to herein singly as a “Party” and collectively as “Parties”.

All capitalized terms not otherwise defined herein shall have the meanings assigned to them in the License Agreement.

W I T N E S S E T H

WHEREAS, MSK and LICENSEE have previously entered into the License Agreement, pursuant to which, among other things, MSK has granted licenses under certain Licensed Rights to LICENSEE;

WHEREAS, MSK has generated a new invention covering a method for [***] (“[***] Invention”);

WHEREAS, MSK desires to have the [***] Invention utilized in the public interest and is willing to grant licenses to its interests thereunder;

WHEREAS, LICENSEE desires to obtain an exclusive license to MSK’s interest in the patents directed to the [***] Invention; and

WHEREAS, upon the terms and conditions set forth herein, MSK desires to grant, and LICENSEE desires to accept, a license under certain of its interests in the Modak Invention.

NOW THEREFORE, in consideration of the mutual premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE 1- AMENDMENT

1.1Exhibit A to the License Agreement is hereby supplemented by Supplement 1 to Exhibit A, which is annexed to this Amendment as Attachment 1.

1.2 The following is added as a new last sentence of Article 7.1:

“LICENSEE shall reimburse MSK in the amount of up to $[***] for all historic patent costs relating to the patents and patent applications added to the License Agreement by Amendment No. 2 thereto, within [***] days of the effective date of Amendment No. 2 or, for patent costs that have been incurred but not billed to MSK prior to the effective date of the Amendment No. 2, LICENSEE shall pay within [***] days of receiving in invoice from MSK. ”

ARTICLE 2– MISCELLANEOUS


Certain information (marked as [***]) has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

2.1The Parties agree that, apart from the parts specifically amended hereunder, all terms and conditions of the License Agreement remain and shall remain in full force and effect.

IN WITNESS WHEREOF, each of the Parties hereto has caused this Amendment to be executed by its duly authorized representative, all as of the day and year first written above.

         s/s Greg Raskin
Name: Greg Raskin, M.D.
Title: Senior Vice President, Technology Development

MEMORIAL SLOAN KETTERING CANCER CENTER

By         s/s Greg Raskin
Name: Greg Raskin, M.D.
Title: Senior Vice President, Technology Development

Y-MABS THERAPEUTICS, INC.

By              /s/ Thomas Gad
Name:Thomas Gad
Title:Founder, Chairman and President

By              /s/ Claus Møller
Name:Claus Juan Møller San Pedro
Title:Chief Executive Officer


Certain information (marked as [***]) has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Attachment 1

Supplement 1 to Exhibit A

ANTIBODY PATENT RIGHTS

The following patents and patent applications are hereby included in the definition of Antibody Patent Rights:

IP Track Code

Intellectual Property Title

Attorney Ref

Attorney Firm

Application No.

Country of Filing

Status

Inventors

[***]

[***]

[***]

[***]

[***]

[***]



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:5/9/228-K
For Period end:3/31/22
2/11/228-K
3/18/21
8/20/15
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/24  Y-mAbs Therapeutics, Inc.         10-K       12/31/23  101:10M                                    Toppan Merrill Bridge/FA
 3/30/23  Y-mAbs Therapeutics, Inc.         10-K       12/31/22  106:10M                                    Toppan Merrill Bridge/FA


2 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/26/18  Y-mAbs Therapeutics, Inc.         8-K:5,7,9   9/25/18    4:284K                                   Toppan Merrill/FA
 8/24/18  Y-mAbs Therapeutics, Inc.         S-1                   31:12M                                    Toppan Merrill-FA
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Filing Submission 0001558370-22-007851   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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