Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e)
As previously reported, Kevin R. Lind, our former Executive Vice President and
Chief Financial Officer, was appointed as the President and Chief Executive
Officer of Arena Neuroscience, Inc., our wholly owned subsidiary, in February
2020. Mr. Lind has remained an employee of the Company. However, in connection
with the financing transaction described below and the formal commencement of
Mr. Lind's employment with Longboard Pharmaceuticals, Inc., or Longboard
(formerly Arena Neuroscience, Inc.), Mr. Lind's employment with the Company
concluded effective as of October 27, 2020.
On October 27, 2020, we entered into an agreement with Mr. Lind regarding the
terms of his separation of employment from the Company (the "Separation
Agreement"). Pursuant to the Separation Agreement, Mr. Lind voluntarily resigned
his employment with Arena Pharmaceuticals, Inc., effective October 27,
2020. Such resignation did not affect Mr. Lind's status as the President and
Chief Executive Officer of Longboard. Under the terms of the Separation
Agreement, and subject to our receipt of an effective release and waiver of
claims from him, we will provide Mr. Lind with the following separation
benefits: (1) eligibility to receive a prorated annual performance bonus for
calendar year 2020, to be paid at the same time as bonuses are paid to our
executive officers in 2021, and determined in accordance with the terms of our
Annual Incentive Plan for 2020; (2) acceleration of the stock options held by
Mr. Lind that would otherwise have vested through the 18-month period following
the date of his separation; (3) continued stock option exercisability until the
later of (i) the original post-termination exercise period provided in the
applicable stock option agreement and (ii) February 28, 2023 (but not beyond the
original contractual life of the option); and (4) any portion of Mr. Lind's
performance restricted stock unit awards that were granted to him on January 4,
2019 (the "PRSUs") that remained outstanding as of the separation date will
remain outstanding, and Mr. Lind will continue to be eligible to be issued
shares of common stock pursuant to the vesting and issuance criteria set forth
in the applicable PRSUs, until March 15, 2021.
Item 8.01 Other Events.
Subsidiary Financing
As previously reported, in January 2020 we formed a wholly owned subsidiary,
Arena Neuroscience, Inc., to focus on programs and platforms in the area of
neuroscience, including identifying and developing potential treatments for
neurological conditions. On October 27, 2020, Arena Neuroscience, Inc. changed
its name to Longboard Pharmaceuticals, Inc., or Longboard, and completed the
sale and issuance of $56.0 million of its Series A preferred stock in a private
financing. We invested $1.0 million in the Series A preferred stock financing.
As of immediately following the completion of the Series A preferred stock
financing, our founder common stock and Series A preferred stock of Longboard
comprised approximately 33.4% of the outstanding capital stock of Longboard.
License Agreement
On October 27, 2020, we entered into a License Agreement (the "License
Agreement") with Longboard, pursuant to which we granted to Longboard exclusive
worldwide rights to develop and commercialize our proprietary compounds known as
2A compounds for the treatment of any central nervous system ("CNS") indication,
AN143 for the treatment of any CNS indication, AN352 for any use in humans, and
AN659 for the treatment of selected CNS indications (pharmaceutical products
containing any such compounds, "Licensed Products"). Longboard is solely
responsible for all development, regulatory and commercialization activities
with respect to Licensed Products in the applicable fields, as well as
commercial manufacture and supply therefor. Longboard is required to use
commercially reasonable efforts to develop and conduct regulatory activities for
an AN143 product, an AN659 product and a 2A product in the applicable fields,
seek regulatory approval therefor in the United States and the European Union,
and following regulatory approval, to commercialize the Licensed Products.
Under the License Agreement, Longboard will be required to pay us mid-single
digit royalties on net sales of Licensed Products by Longboard, its affiliates
or sublicensees, subject to certain standard reductions. Royalties will be
payable on a product-by-product and country-by-country basis until the later of
the expiration of the licensed patents covering such product in such country and
ten years from first commercial sale of such product in such country.
Either party may terminate the License Agreement for the uncured material breach
of the other party or in the case of insolvency. In addition, the Company may
terminate the License Agreement if Longboard challenges any of the licensed
patents, and Longboard may terminate the License Agreement for convenience with
a specified prior notice period.
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Services Agreement
In conjunction with the entry into the License Agreement, on October 27, 2020 we
entered into a separate services agreement with Longboard (the "Services
Agreement"), pursuant to which we agreed to perform certain research and
development services, general administrative services, management services and
other mutually agreed services for Longboard and receive service fees therefor.
As part of such performance of services, we will assign, and Longboard will
assume, certain third party contracts related to the Licensed Products. The term
of the Services Agreement will continue until December 31, 2021, and will
automatically renew for successive one-year terms, unless either party desires
not to renew prior to the expiration of the then-current term. Each party may
also terminate the Services Agreement for any reason, subject to specified
notice periods.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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