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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/10/21 Aadi Bioscience, Inc. 10-Q 9/30/21 76:12M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 2.12M
2: EX-10.13 Material Contract HTML 291K
3: EX-10.14 Material Contract HTML 33K
4: EX-10.15 Material Contract HTML 45K
5: EX-10.17 Material Contract HTML 80K
6: EX-10.18 Material Contract HTML 327K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 27K
17: R1 Document and Entity Information HTML 84K
18: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 132K
19: R3 Condensed Consolidated Balance Sheets HTML 47K
(Parenthetical) (Unaudited)
20: R4 Condensed Consolidated Statements of Operations HTML 89K
and Comprehensive Loss (Unaudited)
21: R5 Condensed Consolidated Statements of Operations HTML 24K
and Comprehensive Loss (Parenthetical) (Unaudited)
22: R6 Condensed Consolidated Statements of Stockholders' HTML 99K
Equity (Unaudited)
23: R7 Condensed Consolidated Statements of Cash Flows HTML 111K
(Unaudited)
24: R8 Condensed Consolidated Statements of Cash Flows HTML 29K
(Parenthetical) (Unaudited)
25: R9 Nature of Organization and Operations HTML 49K
26: R10 Related Party Transactions HTML 33K
27: R11 Summary of Significant Accounting Policies HTML 231K
28: R12 Merger HTML 46K
29: R13 Intangible Asset HTML 48K
30: R14 Accrued Liabilities HTML 47K
31: R15 Operating Lease HTML 84K
32: R16 EOC License Agreement HTML 27K
33: R17 Convertible Notes HTML 33K
34: R18 Payroll Protection Program Loan HTML 28K
35: R19 Stockholders' Equity (Deficit) HTML 38K
36: R20 Stock-Based Compensation HTML 151K
37: R21 Employee Stock Purchase Plan HTML 26K
38: R22 Income Taxes HTML 27K
39: R23 Commitments and Contingencies HTML 29K
40: R24 Summary of Significant Accounting Policies HTML 278K
(Policies)
41: R25 Summary of Significant Accounting Policies HTML 152K
(Tables)
42: R26 Merger (Tables) HTML 46K
43: R27 Intangible Asset (Tables) HTML 46K
44: R28 Accrued Liabilities (Tables) HTML 46K
45: R29 Operating Lease (Tables) HTML 84K
46: R30 Stock-Based Compensation (Tables) HTML 140K
47: R31 Nature of Organization and Operations - Additional HTML 107K
Information (Detail)
48: R32 Related Party Transactions - Additional HTML 57K
Information (Detail)
49: R33 Summary of Significant Accounting Policies - HTML 83K
Additional Information (Detail)
50: R34 Summary of Significant Accounting Policies - HTML 36K
Schedule of Assets and Liabilities Measured on
Recurring Basis (Detail)
51: R35 Summary of Significant Accounting Policies - HTML 36K
Reconciliation of Convertible Notes Measured at
Fair Value Significant Unobservable Inputs
(Detail)
52: R36 Summary of Significant Accounting Policies - HTML 35K
Schedule of Outstanding Potentially Dilutive
Securities Excluded in Calculation of Diluted Net
Loss per Share (Detail)
53: R37 Merger - Additional Information (Details) HTML 28K
54: R38 Merger - Schedule of Estimated Fair Value HTML 34K
Consideration (Detail)
55: R39 Merger - Summary of Allocation of Purchase Price HTML 38K
(Detail)
56: R40 Merger - Summary of Allocation of Purchase Price HTML 25K
(Parenthetical) (Detail)
57: R41 Intangible Asset - Additional Information HTML 37K
(Details)
58: R42 Intangible Asset - Summary of Estimated HTML 42K
Amortization Expense Related to Definite Lived
Intangible Asset (Detail)
59: R43 Accrued Liabilities - Schedule of Accrued HTML 33K
Liabilities (Detail)
60: R44 Operating Lease - Additional Information (Detail) HTML 40K
61: R45 Operating Lease - Summary of Information Related HTML 32K
to Lease (Detail)
62: R46 Operating Lease - Summary of Future Minimum Lease HTML 48K
Payments Required under Operating Lease (Detail)
63: R47 EOC License Agreement - Additional Information HTML 34K
(Detail)
64: R48 Convertible Notes - Additional Information HTML 55K
(Detail)
65: R49 Payroll Protection Program Loan - Additional HTML 42K
Information (Detail)
66: R50 Stockholders' Equity (Deficit) - Additional HTML 80K
Information (Detail)
67: R51 Stock-Based Compensation - Additional Information HTML 84K
(Detail)
68: R52 Stock-Based Compensation - Summary of Stock Option HTML 64K
Activity (Detail)
69: R53 Stock-Based Compensation - Summary of Recognized HTML 30K
Compensation Cost Related to Employee and
Non-employee Stock-Based Compensation Activity
(Detail)
70: R54 Stock-Based Compensation - Stock Options Valuation HTML 39K
Assumptions (Detail)
71: R55 Employee Stock Purchase Plan - Additional HTML 36K
Information (Detail)
72: R56 Income Taxes - Additional Information (Detail) HTML 29K
74: XML IDEA XML File -- Filing Summary XML 130K
16: XML XBRL Instance -- aadi-10q_20210930_htm XML 1.87M
73: EXCEL IDEA Workbook of Financial Reports XLSX 92K
12: EX-101.CAL XBRL Calculations -- aadi-20210930_cal XML 141K
13: EX-101.DEF XBRL Definitions -- aadi-20210930_def XML 604K
14: EX-101.LAB XBRL Labels -- aadi-20210930_lab XML 1.14M
15: EX-101.PRE XBRL Presentations -- aadi-20210930_pre XML 866K
11: EX-101.SCH XBRL Schema -- aadi-20210930 XSD 171K
75: JSON XBRL Instance as JSON Data -- MetaLinks 335± 522K
76: ZIP XBRL Zipped Folder -- 0001564590-21-055958-xbrl Zip 523K
Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential.
Exhibit 10.14
AMENDMENT NO. 1 TO AMENDED AND RESTATED LICENSE AGREEMENT
This AMENDMENT NO. 1 TO AMENDED AND RESTATED LICENSE AGREEMENT (the “First Amendment”) is effective this 30th day of August, 2021 (the “Amendment Effective Date”) by and between Abraxis Bioscience, LLC, a Delaware limited liability company (“Abraxis”), and AADi Bioscience, Inc., a Delaware corporation (“AADi”).
WHEREAS, the Parties first entered into that certain Amended and Restated License Agreement (the “Restated Agreement”) dated as of November 15, 2019, whereby AADi obtained a license to certain intellectual property rights of Abraxis pertaining to the compound known as ABI-009.
WHEREAS, the Parties now desire to amend the Restated Agreement as set forth below to, among other matters, modify certain payment and royalty obligations of AADi.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I.
DEFINITIONS
Unless otherwise defined in this Second Amendment, initially capitalized terms used herein shall have the meanings given to such terms in the Restated Agreement.
ARTICLE II.
LICENSES AND EXCLUSIVITY
2.1Section 7.2. The following is to be added to the end of Section 7.2 of the Restated Agreement (and immediately prior to Section 7.2.1 of the Restated Agreement):
As of the Amendment Effective Date, AADi has outstanding payment obligations under this Section 7.2 equal to $11,514,473 (the “Payment Obligations”). The Payment Obligations will be due and paid as follows: (i) [***] of the closing of AADi’s $155 million private investment in public equity financing (the “PIPE Closing Date”), $5,757,237 (which represents 50% of the Payment Obligations) will be paid by AADi to Abraxis; and (ii) on the day of the third (3rd) anniversary of the PIPE Closing Date, the remaining
1
Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential.
amount of the Payment Obligations not paid pursuant to clause (i) plus any accrued and unpaid interest thereon (together, the “Balloon Payment”) will be paid by AADi to Abraxis. All payments by AADi to Abraxis pursuant to this Section 7.2 will be made by electronic fund transfer of immediately available funds to a bank account of Abraxis or one of its Affiliates as designated by Abraxis to AADi. The Balloon Payment shall accrue interest, beginning on the PIPE Closing Date until paid in full, at a rate equal to 4% per annum based on the weighted average amount outstanding during the applicable calendar quarter, and interest shall be payable quarterly in arrears by AADi within 30 days of the end of each calendar quarter. Failure to make such payment shall constitute a material breach and default under the Restated Agreement. Quarterly interest shall be calculated on a 90/360 basis. The Balloon Payment may be prepaid, in whole or in part, at any time, in AADi’s sole discretion. The Parties acknowledge that Abraxis is no longer supplying AADi with Licensed Products pursuant to Section 6.1 of this Agreement and, following payment of the Payment Obligations (and the interest thereon), all outstanding payment obligations of AADi pursuant to this Section 7.2 shall be satisfied.
2.2Section 7.2.1. Section 7.2.1 of the Restated Agreement is hereby amended and restated by deleting the existing Section 7.2.1 in its entirety and replacing it with the following:
7.2.1. Royalties. In consideration of the rights granted to AADi hereunder, AADi shall pay to Abraxis a royalty on Net Sales of Licensed Products in the percentages set forth below, as set forth in this Section during the applicable Royalty Term, in addition to the [***] in accordance with Section 7.5 below. AADi will pay to Abraxis the royalties due hereunder simultaneously with each such report submitted under Section 8.12.2. AADi will pay a royalty of [***] on the portion of Annual Net Sales of [***]. AADi will pay a royalty of [***] on the portion of Annual Net Sales [***]. For such purposes, “Annual Net Sales” means the total Net Sales of Licensed Products in a particular calendar year by AADi, its Affiliates and Sublicenses.
ARTICLE III.
GENERAL
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Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential.
3.1No Other Modifications. Except as specifically set forth in this First Amendment, the terms and conditions of the Restated Agreement shall remain in full force and effect. No waiver, alteration or modification of any of the provisions of this First Amendment shall be binding unless made in writing and signed by the Parties by their respective officers thereunto duly authorized. The waiver by either Party of a breach or a default of any provision of this First Amendment by the other Party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any right, power or privilege by such Party.
3.2Effectiveness. This First Amendment shall become effective on the Amendment Effective Date; provided, however, that if the PIPE Closing Date has not occurred on or prior to December 31, 2021, this First Amendment shall terminate and shall be of no force or effect. In such event, the Parties will discuss in good faith the repayment of the Payment Obligations.
3.3Miscellaneous. This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This First Amendment once executed by a Party may be delivered via electronic means of transmission and shall have the same force and effect as if it were executed and delivered by the Parties in the presence of one another. This First Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof.
[Signature page follows]
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IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed as of the Amendment Effective Date by their duly authorized representatives.
ABRAXIS BIOSCIENCE, LLC
By: /s/ Daniel O’Connell
Name: Daniel O’Connell
Title: Authorized Signatory
AADI BIOCIENCE, INC.
By: /s/ Neil Desai
Name: Neil Desai
Title: CEO
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/21 | 10-K | |||
| Filed on: | 11/10/21 | 8-K | ||
| For Period end: | 9/30/21 | CORRESP | ||
| 11/15/19 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/13/24 Aadi Bioscience, Inc. 10-K 12/31/23 81:12M Workiva Inc Wde… FA01/FA 3/29/23 Aadi Bioscience, Inc. 10-K 12/31/22 92:31M Workiva Inc Wde… FA01/FA 3/17/22 Aadi Bioscience, Inc. 10-K 12/31/21 84:13M ActiveDisclosure/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/20/21 Aadi Bioscience, Inc. 8-K:5,7,9 9/14/21 12:254K Donnelley … Solutions/FA 8/27/21 Aadi Bioscience, Inc. 8-K:1,2,3,5 8/26/21 26:11M Donnelley … Solutions/FA 8/23/21 Aadi Bioscience, Inc. 8-K:1,9 8/17/21 12:853K Donnelley … Solutions/FA 5/17/21 Aadi Bioscience, Inc. 8-K:1,3,5,7 5/16/21 5:1.3M Donnelley … Solutions/FA |