VVUS VIVUS Inc

Item 1.01. Entry into a Material Definitive Agreement

As previously reported on Form 8-K, on April 30, 2018, VIVUS, Inc. (“VIVUS”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Janssen Pharmaceuticals, Inc., a Pennsylvania corporation (“Janssen”), pursuant to which VIVUS acquired the rights, title and interest in and to, and assumed certain liabilities with respect to products currently commercialized in the United States and Canada as PANCREAZE® and PANCREASE® MT (together, the “Product”), including certain related data and intellectual property, from Janssen for a purchase price of $135,000,000 in cash. In conjunction with the Asset Purchase Agreement and upon the terms and subject to the conditions set forth in the Asset Purchase Agreement, Janssen assigned to VIVUS the Amended and Restated Know-How License and Supply Agreement (the “Supply Agreement”) effective as of November 7, 2017 by and between Nordmark Arzneimittel GmbH & Co. KG (“Nordmark”) and Janssen.

In order to extend the term of the Supply Agreement and ensure a stable and predictable price of the Product, VIVUS entered into the First Amendment to the Supply Agreement on June 26, 2019 (the “Amended Supply Agreement”). The material terms of the Amended Supply Agreement are: (i) VIVUS shall purchase certain minimum order quantities at the applicable supply prices for the calendar years under the Amended Supply Agreement; (ii) in exchange for Nordmark’s obligations under the Amended Supply Agreement, VIVUS shall pay an annual fee to Nordmark; (iii) Nordmark and VIVUS have agreed to undertake joint efforts to develop new formulations of the Product; (iv) the term of the Amended Supply Agreement shall begin on June 26, 2019 and continue through December 31, 2029, unless earlier terminated pursuant to the Amended Supply Agreement, and the Amended Supply Agreement may be renewed for additional five year periods unless earlier terminated pursuant to the Amended Supply Agreement; and (v) Nordmark shall have the option to terminate the Amended Supply Agreement upon certain circumstances related to the launch date in the United States if VIVUS assigns any or all of its rights under the Amended Supply Agreement to certain parties and/or enters into a transaction or series of transactions resulting in a Change of Control, as defined in the Amended Supply Agreement.