Item 1.01. Entry into a Material Definitive Agreement
On November 15, 2022 (the "Effective Date") Amphastar Nanjing Pharmaceuticals,
Inc. ("ANP"), a wholly owned subsidiary of Amphastar Pharmaceuticals, Inc. (the
"Company"), entered into a supply agreement (the "Agreement") with Nanjing Letop
Biotechnology Co., Ltd. ("Letop"). Pursuant to the Agreement, Letop will
manufacture and deliver chemical intermediates ("Intermediates") for ANP
according to the requirements of the purchase orders confirmed by Letop
(collectively, the "Transaction"). ANP is entitled to decide the quantity of the
Intermediates that it purchases from Letop at its own discretion, and ANP has no
obligation to purchase any minimum quantity of the Intermediates from Letop. ANP
will retain ownership of all confidential information ANP shares with Letop
during the term of this Agreement. Each of ANP and Letop have made customary
representations, warranties and covenants in the Agreement. This Agreement will
remain in full force and effect for a period of three (3) years from the
Effective Date.
Payments under the Agreement will be made in Chinese yuan. The total cost of the
Agreement to ANP for the three (3) year period of the agreement shall not exceed
approximately $1.5 million, with payments adjusted based on actual currency
exchange rates.
As previously disclosed in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2021, Henry Zhang is an immediate family member
of Dr. Jack Zhang, Chief Executive Officer, President, and Director of the
Company, Dr. Mary Luo, Chairman, Chief Operating Officer, and Director of the
Company. Henry Zhang beneficially owns a majority of the equity interest in
Letop, and the Agreement with Letop represents a related party transaction.
Accordingly, the independent and disinterested members of the Audit Committee of
the Board of Directors of the Company evaluated and approved the Transaction and
entry into the Agreement following their review of applicable considerations.
The foregoing is a brief description of the material terms of the Agreement,
does not purport to be a complete description of the rights and obligations of
the parties thereunder, and is qualified in its entirety by reference to the
copies of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
10.1* Supply Agreement by and between Amphastar Nanjing Pharmaceuticals,
Inc. and Nanjing Letop Biotechnology Co., Ltd. dated November 15,
2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
Certain confidential information contained in this Exhibit was omitted by means
* of marking such portions with brackets because the identified confidential
information (i) is not material and (ii) would be competitively harmful if
publicly disclosed.
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