Entry into a Material Definitive Agreement
On September 15, 2015, Insmed Incorporated, a Virginia corporation (the “Company”), entered into a Commercial Fill/Finish Services Agreement (the “Agreement”) with Ajinomoto Althea, Inc., a Delaware corporation (“Althea”), pursuant to which the Company retained Althea to produce, on a non-exclusive basis, the Company’s product candidate ARIKAYCE TM (liposomal amikacin for inhalation) in finished dosage form. Pursuant to the Agreement, the Company shall pay Althea a minimum of $2.7 million for the batches of ARIKAYCE produced each calendar year during the term of the Agreement.
The Agreement is effective as of January 1, 2015, has an initial term that ends on December 31, 2017 and may be extended for additional two (2) year periods upon mutual written agreement of the Company and Althea at least one (1) year prior to the expiration of the then-current term of the Agreement. Either party may terminate the Agreement upon the occurrence of certain events, including, (i) material breach of the Agreement by either party, provided such breach is not cured within thirty (30) days after receipt by the breaching party of written notice of the breach or (ii) insolvency or bankruptcy of the other party. In addition, the Company may terminate the Agreement without cause with twelve (12) months’ prior written notice to Althea, and Althea may terminate the Agreement, without cause, with twenty-four (24) months’ prior written notice to the Company. The Agreement also contains customary representations, warranties and covenants from the Company and Althea, as well as customary provisions relating to indemnity, confidentiality and other matters.
RT