REPH Recro Pharma Inc

On June 30, 2017, Recro Pharma, Inc. (the “ Company ”) entered into a License Agreement (the “ Agreement ”) with Cornell University, as represented by its Center for Technology Licensing (“ Cornell ”), pursuant to which Cornell granted the Company a worldwide, exclusive, sublicensable, royalty-bearing license in Cornell’s patents and other intellectual property relating to an intermediate-acting neuromuscular blocking agent, a short-acting neuromuscular blocking agent and a reversal agent proprietary to the blocking agents (collectively, the “ Compounds ”), to develop, manufacture and sell the Compounds. Recro has agreed to develop, manufacture and sell the Compounds. The Agreement calls for Recro to follow a development plan included in the Agreement unless otherwise amended or agreed to by the parties.

Under the terms of the Agreement, Recro is obligated to make: (i) an upfront payment in the amount of $350,000; (ii) an annual license maintenance fee payment until the first commercial sale of a Compound; and (iii) milestone payments upon the achievement of certain milestones, up to a maximum, for each neuromuscular blocking agent, of $5 million for U.S. regulatory approval and commercialization milestones and $3 million for European regulatory approval and comercialization milestones. Recro is also obligated to pay Cornell royalties on net sales of the Compounds at a rate ranging from low to mid single digits, depending on the applicable Compound and whether there is a valid patent claim in the applicable country, subject to an annual minimum royalty amount. In addition, Recro will reimburse Cornell for past and ongoing patent costs related to prosecution and maintenance of the patents related to the Compounds.

The Agreement may be terminated (i) by Recro upon 90 days’ written notice, (ii) by Cornell upon Recro’s material breach, subject to a cure period, and (iii) immediately by Cornell if Recro files any claim asserting the invalidity of any of Cornell’s patent rights related to the Compounds. The royalty term for each Compound expires, on a country-by-country basis, on the later of (i) the expiration date of the longest-lived licensed patent, (ii) the expiration of any granted statutory period of marketing exclusivity, or (iii) the first commercial sale of a generic equivalent of the applicable Compound. On the last to expire royalty term the Agreement will automatically convert to a royalty-free nonexclusive license.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2017.