Item 1.02 Termination of a Material Definitive Agreement.
On August 28, 2012, EpiCept Corporation (the "Company") received notice of
termination of the License and Collaboration Agreement, dated November 19, 2003,
with Myriad Genetics, Inc. (which subsequently transferred its interest to
Myrexis, Inc. ("Myrexis")), Maxim Pharmaceuticals, Inc. and Cytovia, Inc., which
was subsequently assigned to the Company (the "License Agreement"). The
termination became effective on August 28, 2012. Myrexis has elected to
terminate its efforts to develop and commercialize any product, including its
drug candidate Azixa, in any major market as such products and markets are
defined in the License Agreement. As a result of the termination of the
agreement, all rights and licenses granted under the agreement by the Company to
Myrexis will terminate and revert to the Company. The Company has 30 days from
the date of the notice of termination to notify Myrexis of its interest, or lack
thereof, in negotiation for the Myriad Technology License as set forth in the
License Agreement.
Under the License Agreement, the Company licensed the MX90745 series of
caspase-inducer anti-cancer compounds, including Azixa, to Myrexis. Under the
terms of the agreement, the Company granted to Myrexis a research license to
develop and commercialize any drug candidates from the series of compounds with
a non-exclusive, worldwide, royalty-free license, without the right to
sublicense the technology. Myrexis was responsible for the worldwide development
and commercialization of any drug candidates from the series of compounds. The
Company also granted to Myrexis a worldwide royalty bearing development and
commercialization license with the right to sublicense the technology. In
February 2012, Myrexis suspended development activities of all its preclinical
and clinical programs in oncology and autoimmune diseases, and in May 2012
stated that it is focused on the identification, evaluation and acquisition of
appropriate commercial-stage assets.
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