Current Report Filing (8-k)
December 21 2016 - 4:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): December 20, 2016
INSULET
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
001-33462
|
04-3523891
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission File No.)
|
(IRS Employer
Identification No.)
|
600 Technology Park Drive, Suite 200
Billerica,
Massachusetts 01821
(Address
of Principal Executive Offices, including Zip Code)
Registrant’s
telephone number, including area code: (978) 600-7000
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions
(see General Instruction A.2. below)
:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 -- Entry into a Material Definitive Agreement.
Insulet Corporation (the “
Company
”) and Amgen Inc. (“
Amgen
”)
are party to a Supply Agreement, dated as of November 21, 2013 (the “
Supply
Agreement
”), which has previously been amended by Amendment Number 1
through Amendment Number 12 (the “
Prior Amendments
”). On
December 20, 2016, the Company and Amgen entered into Amendment Number
13 to the Supply Agreement (the Supply Agreement, as amended by
Amendment 13 and the Prior Amendments, the “
Amended Supply
Agreement
”).
Under the Amended Supply Agreement, the Company agrees to supply Amgen
with custom drug delivery devices (“
Custom Devices
”). Amgen
will purchase Custom Devices pursuant to purchase orders submitted to
the Company under the Amended Supply Agreement, subject to the pricing,
shipment, and delivery terms set forth in the Amended Supply
Agreement. Amgen will be required to provide the Company with a rolling
18-month forecast of Amgen’s monthly requirements for Custom Devices, a
certain portion of which will be binding.
In addition, under the Amended Supply Agreement, the Company will
undertake certain measures to provide Amgen with supply chain certainty
with respect to the Custom Devices. The Company and Amgen will seek to
enter into arrangements with Flextronics Medical Sales and Marketing
Ltd. (“
Supplier
”) pursuant to which Amgen will, among other
things, have the right to purchase Custom Devices directly from Supplier
in the event of (a) certain bankruptcy events affecting the Company or
(b) certain performance failures by the Company. The Company will also
use commercially reasonable efforts to develop certain redundant
manufacturing, sterilization and assembly capabilities, as well as to
establish and maintain certain redundant supplier relationships and
certain additional tooling, component, and spare part supplies.
The Amended Supply Agreement generally prohibits the Company from
developing, manufacturing, distributing, or selling wearable infusion
devices for delivery of human therapeutics administered for certain
specified purposes, other than to or for Amgen. The Amended Supply
Agreement also provides for certain rights and licenses to applicable
intellectual property in connection with the arrangement. The Amended
Supply Agreement includes customary provisions as to confidentiality,
insurance, indemnification, and dispute resolution.
The initial term of the Amended Supply Agreement will expire on December
31, 2023. Under the Amended Supply Agreement, the Company and Amgen are
obligated to negotiate in good faith to extend the term of the Amended
Supply Agreement for consecutive two-year renewal terms. However,
either party may elect not to extend the term of the Amended Supply
Agreement beyond the initial term or the then-applicable renewal term by
providing notice to the other party 24 months before the expiration of
the initial term or the then-applicable term. In addition, Amgen has
the right to terminate the Amended Supply Agreement at any time without
cause upon 12 months prior notice to the Company, and each party has
customary rights to terminate for cause.
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report to be signed on its
behalf by the undersigned thereunto duly authorized.
|
INSULET CORPORATION
|
|
|
December 21, 2016
|
By:
|
/s/ Michael L. Levitz
|
|
|
Name: Michael L. Levitz
|
|
|
Title: Chief Financial Officer
|
Insulet (NASDAQ:PODD)
Historical Stock Chart
From Mar 2024 to Apr 2024
Insulet (NASDAQ:PODD)
Historical Stock Chart
From Apr 2023 to Apr 2024