Item 1.01 Entry into a Material Definitive Agreement.
On March 3, 2025, Nuvation Bio Inc. (the “Company”) entered into a commercial supply agreement (the “Supply Agreement”) with Asymchem Laboratories (Tianjin) Co., Ltd. (“Asymchem”) to supply the Company with taletrectinib drug substance (the “Products”). Asymchem will be a non-exclusive supplier of the Products to the Company, and the Company will retain the right to procure the Products from one or more alternate and/or backup manufacturers of the Products.
Under the Supply Agreement, the Company will place orders for Products at least 180 days prior to the delivery date. The Company may cancel any such orders, subject to certain cancellation fees equal to a tiered percentage of the value of the cancelled Product order based on time of cancellation.
Unless earlier terminated, the initial term of the Supply Agreement will continue for five (5) years (the “Initial Term”). Thereafter, the Supply Agreement will automatically renew for additional consecutive three (3) year terms unless either party provides written notice of nonrenewal six (6) months prior to the end of the then current term. The Company may terminate the Supply Agreement without cause with thirty (30) days’ prior written notice. Additionally, each party may terminate the Supply Agreement upon an uncured material breach of the Supply Agreement by the other party or upon the other party’s insolvency or bankruptcy.
The Supply Agreement also includes customary provisions relating to, among other things, delivery, acceptance procedures, warranties, quality, storage, handling and transport, intellectual property, confidentiality and indemnification.
The foregoing summary of the Supply Agreement is not a complete description of such agreement and is qualified in its entirety by the complete text of the actual agreement, an English language translation of which, with certain confidential information redacted, will be filed as an exhibit to a future periodic report.
