All of the confidential treatment approved by today's CT Order is related to the Eltoprazine agreement. Applicable sections of the agreement containing the confidential treatment provision are given below.
Quote:4.0 Financial Terms. Amarantus shall make payments to PGI in accordance with the following:
4.1 Upfront Payment. In consideration for the rights and licenses granted by PGI to Amarantus under this Agreement, Amarantus shall pay to PGI a signing fee of [•] US dollars (US$ [•]), payable within twenty (20) business days after the Effective Date.
4.2 Research and Inventory Payments.
a. Amarantus shall partially reimburse PGI for the costs incurred in earlier research and management of CIAS, ADHD and levodopa induced dyskinesia (LID) clinical trials with a research support payment, payable within twenty (20) business days after the Effective Date, of [•] US dollars (US$ [•]), comprising either all cash, or cash and up to [•] US dollars ($[*]) worth of restricted Amarantus shares whose value shall be determined using the volume weighted share price for the twenty day period immediately preceding the Effective Date in accordance with the Securities Purchase Agreement to be entered into by the Parties.
b. Amarantus shall reimburse PGI for the Eltoprazine Inventory and PGI’s optimization of the manufacturing process for Eltoprazine in an amount equal to [•] dollars ($[•]) payable upon (i) initiation of a Phase IIb clinical study, or (ii) upon six (6) months after the Effective Date, whichever occurs first; provided that pursuant to Section 2.4, PGI shall have delivered to Amarantus the Eltoprazine Inventory previously made and stored in compliance with specifications previously provided to Amarantus.
4.3 Milestones. In addition to the payments specified in Sections 4.1 and 4.2 hereof and as further consideration for the rights and licenses granted by PGI to Amarantus under this Agreement, Amarantus shall make the following milestone payments to PGI:
(i) Upon successful completion of the first phase IIb clinical study: [•] US dollars (US$ [•]); and
(ii) Upon submission of a New Drug Application (“NDA”) to the United States Food and Drug Administration or an equivalent agency if the first comparable submission is made outside the U.S.: [•] US dollars (US$ [•]).
(iii) For purposes of clarification, if the lead Licensed Compound is discontinued for any reason and a backup Licensed Compound developed in its stead, the milestone payments will resume where those from the lead Licensed Compound were discontinued such that each milestone payment shall only be due and paid once by Amarantus under this Agreement.
4.4 Royalties on Amarantus Net Sales. As further consideration for the rights and licenses granted by PGI to Amarantus under this Agreement, Amarantus shall pay royalties to PGI equal to [•] percent ([•]%) of the annual worldwide aggregate Net Sales by Amarantus, its Affiliates and Sublicensees. In countries
(i) in which the Licensed Product is not covered by a Valid Claim, or,
(ii) such Licensed Product has Generic Competition in such country and further provided such generics in the aggregate achieve a market share in wholesale unit volume of at least [•] percent ([•]%) in such country, the applicable royalty rate for Licensed Products sold in such country shall be half the rate that would be applicable otherwise.
4.7 Sublicense Participation Payments. In case Amarantus grants sublicenses under the license granted under Section 2.1 hereof, Amarantus shall make to PGI a participation payment of any lump sum, periodic or other consideration (other than royalties on Net Sales) received by Amarantus from Sublicensees in consideration of the grant of such sublicense including, but not limited to, advance royalties, sublicensing fees, marketing rights, or other consideration paid for the authorization to use the Licensed Patents and/or promote PGI Know-How to develop, manufacture, have manufactured, market, distribute, advertise, promote, use, sell or offer for sale Licensed Products but excluding any Research Support payment amounts received as
(i) payment reasonably allocable to grants of rights to technology owned or controlled by Amarantus other than the Licensed Technology;
(ii) consideration for the supply of products or other materials provided by Amarantus to the Sublicensee; and
(iii) payment for the sale of substantially all of the business or assets of Amarantus (whether by merger, sale of stock, or sales of assets or otherwise) to which this Agreement pertains. For the avoidance of doubt, the foregoing clause (iii) shall not apply in the event all or substantially all of the business or assets of Amarantus is limited to only eltoprazine and associated intellectual property. The participation payment shall be [•] percent ([•]%) for any sublicenses granted after the Effective Date. For the avoidance of doubt, the foregoing obligation shall not apply in respect of any sums received from Sublicensees on which Amarantus has paid or is obliged to pay royalties pursuant to Section 4.4 hereof, but shall be creditable against the milestone payments in Section 4.3.
[•] Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.
