Item 1.01 Entry into a Material Definitive Agreement
Asset Purchase Agreement
On November 7, 2017, Depomed, Inc., a California corporation (the “
Company
”), entered into an Asset Purchase Agreement (the “
Asset Purchase Agreement
”) with Elefsee Pharmaceuticals International, LTD, a private company limited by shares organized and existing under the laws of Ireland and a wholly-owned subsidiary of Slán Medicinal Holdings Limited (“Slán”), pursuant to which the Company divested its rights, title and interest in and to Lazanda® (fentanyl) nasal spray CII (“
Lazanda
”), including certain related data and intellectual property, to Slán. Under the Asset Purchase Agreement, Slán will be required to purchase certain existing inventory related to Lazanda from the Company. The Asset Purchase Agreement was entered into by the Company and Slán concurrently with an Exclusive License and Distribution Agreement relating to pharmaceutical products containing Cosyntropin, which is described in more detail below.
The foregoing summary of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2017. The Company intends to seek confidential treatment for certain portions of the Asset Purchase Agreement.
License and Distribution Agreement
In connection with the Asset Purchase Agreement, on November 7, 2017, the Company and Eolas Pharma Teoranta (“
Eolas
”), a private company limited by shares organized and existing under the laws of Ireland and a wholly-owned subsidiary of Slán, entered into an Exclusive License and Distribution Agreement (the “
License Agreement
”). Pursuant to the License Agreement, the Company and Eolas will work collaborate to obtain approval from the Food and Drug Administration (the “
FDA
”) to market and sell pharmaceutical products containing Cosyntropin (the “
Licensed Products
”) in the United States, and the parties will share in the net sales of Licensed Products for a 10-year period following the first commercial sale in the United States.
The Company will pay a license fee of $5 million to Eolas in consideration of the License Agreement. The Company will be responsible for marketing and selling Licensed Products for the first seven years following the first commercial sale of a Licensed Product in the U.S., and Eolas will be responsible for selling the Licensed Products during the remaining three years of the 10-year period. Pursuant to the terms of the License Agreement, the Company and Eolas have committed to spend $15 million and $35 million, respectively, on the development and commercialization of the Licensed Products. The term of the License Agreement runs from November 7, 2017, through the end of the 10-year period following the first commercial sale, but the Company may terminate the License Agreement if the FDA determines that a Licensed Product is not approvable in the United States. Moreover, either party may terminate in the event of an uncured material breach or bankruptcy by the other party.
The foregoing summary of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the Exclusive License and Distribution Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2017. The Company intends to seek confidential treatment for certain portions of the License Agreement.