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| BSTC.OB > SEC Filings for BSTC.OB > Form 8-K on 19-Dec-2008 | All Recent SEC Filings |
19-Dec-2008
Entry into a Material Definitive Agreement, Financial Statements a
As previously reported, the Company and Auxilium Pharmaceuticals, Inc. ("Auxilium") entered into a Development and License Agreement on June 3, 2004, which was amended on May 10, 2005 and December 15, 2005, respectively (the "Original Agreement"), pursuant to which the Company granted to Auxilium exclusive worldwide rights to develop, market and sell certain products containing our injectable collagenase enzyme, which Auxilium refers to as XIAFLEX, for clinical indications in Dupuytren's disease, Peyronie's disease and frozen shoulder, as well as an exclusive option to license additional indications.
On December 11, 2008, the Company and Auxilium entered into an Amended and Restated Development and License Agreement, effective as of December 17, 2008 (the "Amended and Restated Agreement"). The Amended and Restated Agreement became effective upon the execution and effectiveness of the Development, Commercialization and Supply Agreement, dated December 17, 2008 (the "Pfizer Agreement") between Auxilium International Holdings, Inc., a wholly owned subsidiary of Auxilium, and Pfizer, Inc. ("Pfizer"), pursuant to which Pfizer will market XIAFLEX for the treatment of Dupuytren's disease and Peyronie's disease in Europe and various other territories. The Amended and Restated Agreement amends and restates in its entirety the Original Agreement.
Under the Amended and Restated License Agreement, the Company will continue to receive milestone payments from Auxilium in addition to 8.5% of the potential additional milestone payments that may be made by Pfizer under the Pfizer Agreement so that, for example, for certain regulatory milestones the Company would receive payments from Auxilium under the Amended and Restated License Agreement plus 8.5% of any milestone payments received by Auxilium from Pfizer under the Pfizer Agreement. The Company will also continue to receive a low double-digit royalty on sales of XIAFLEX, independent of indication, territory, sales volume and whether Auxilium or Pfizer sells the product. In addition, the Company will receive a markup on the cost of goods sold for XIAFLEX.
The foregoing description of the Amended and Restated Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
A press release announcing the Company's entry into the Amended and Restated Agreement is attached hereto as Exhibit 99.1.
(d) Exhibits
10.1 Amended and Restated Agreement dated December 11, 2008 and effective December 17, 2008 *
99.1 Press Release dated December 18, 2008
* Portions of Exhibit 10.1 have been omitted pursuant to a request for confidential treatment.
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