ORKA 8-K
Oruka Therapeutics, Inc. (ORKA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
IL-17A/F (ORKA-002) License Agreement – Paragon Therapeutics, Inc.
On February 4, 2025, Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), and Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), entered into a license agreement (the “License Agreement”), pursuant to which Paragon granted the Company a royalty-bearing, world-wide, exclusive license to develop, manufacture, commercialize or otherwise exploit certain antibodies and products targeting IL-17A/F in all fields (the “Field”).
Under the terms of the License Agreement, the Company is obligated to pay Paragon up to $22.0 million based on specific development, regulatory and clinical milestones for the first Company product to reach such milestones, including a $1.5 million fee for nomination of a development candidate (or initiation of an IND-enabling toxicology study), and a further milestone payment of $2.5 million upon the first dosing of a human patient in a Phase 1 trial. In addition, the following summarizes other key terms of the License Agreement:
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● | Paragon will provide the Company with an exclusive license in the Field to its patents covering the related antibodies, their method of use and their method of manufacture. |
| ● | Paragon will not conduct any new campaigns that generate anti-IL-17A/F monospecific antibodies in the Field for at least 5 years. | |
| ● | The Company will pay Paragon a low single-digit percentage royalty for antibody products. | |
| ● | There is a royalty step-down if there is no Paragon patent in effect during the royalty term. | |
| ● | The royalty term ends on the later of (i) the last-to-expire licensed patent or Company patent directed to the manufacture, use or sale of a licensed antibody in the country at issue or (ii) 12 years from the date of first sale of a Company product. | |
| ● | The Agreement may be terminated on 60 days’ notice by the Company; on material breach without cure; and to the extent permitted by law, on a party’s insolvency or bankruptcy. |
The foregoing is a summary description of certain terms of the License Agreement and does not purport to be complete, and is qualified in its entirety by reference to the full text of the License Agreement to be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2024.
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SIGNATURES
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.
| Oruka Therapeutics, Inc. | ||
| Date: February 5, 2025 | By: | /s/ Paul Quinlan |
| Paul Quinlan General Counsel | ||
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