Item 1.01 Entry into a Material Definitive Agreement.
The Company and Zealand Pharma A/S ("Zealand") entered into a collaboration
agreement in
The Company and Zealand resolved their dispute pursuant to an Arbitration
Resolution Agreement, dated as of
a) the royalty rate payable by the Company on net sales of rusfertide has been reduced by 50%; b) all sales milestone payments on net sales of rusfertide have been reduced by 50%; c) all development milestones in respect of rusfertide have been reduced by 50%, except that the Company has agreed to pay in full within 2 business days after the effective date of the Agreement: (i) a$1.0 million development milestone for commencement of a Phase 2b rusfertide trial; and (ii) a$1.5 million development milestone that would otherwise have been due on initiation of a rusfertide Phase 3 trial (which trial the Company current expects to initiate in the first quarter of 2022). d) the Company is required to make an additional$1.5 million payment to Zealand inAugust 2022 ; e) each party will retain all payments previously made to it by the other party in connection with the Collaboration Agreement; and f) the parties have released claims related to the Collaboration Agreement, the Abandonment Agreement and the Arbitration.
Royalties, development milestone payments and sales milestone payments are due in respect of net sales and development made or achieved by either the Company or a Company licensee or collaborative partner. The Agreement relates only to rusfertide and not to any other compounds.
In addition to the payments specified in items (c) and (d) above, the Company
expects, based on the anticipated number of patients in the rusfertide Phase 3
trial for polycythemia vera, that it may be required to pay Zealand up to
The reduced one-time sales milestone payments for rusfertide include up to an
aggregate of
The Company and Zealand have agreed to dismiss the Arbitration with prejudice, with each party bearing its own fees and costs.
The description of the terms and conditions of the Agreement set forth herein is
not complete and is qualified in its entirety by reference to the text of the
Agreement, which the Company intends to file as an exhibit to its Quarterly
Report on Form 10-Q for the fiscal quarter ending
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