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Subsequent Event
9 Months Ended
Sep. 30, 2015
Subsequent Event

Note 15. Subsequent Event

Agreement with Fresenius

In October 2015, the Company entered into an Amended and Restated Manufacturing and Supply Agreement (the “2015 Agreement”) with Fresenius, which amends and restates the 2013 Amendment and Original Supply Agreement. Under the 2015 Agreement, Fresenius continues to be obligated to sell and the Company is obligated to purchase finished disposable kits for the Company’s platelet and plasma systems and the INTERCEPT Blood System for Red Blood Cells (the “RBC Sets”). The 2015 Agreement permits the Company to purchase platelet and plasma systems and RBC Sets from third parties to the extent necessary to maintain supply qualifications with such third parties or where local or regional manufacturing is needed to obtain product registrations or sales. Pricing terms are initially fixed, and are subject to certain adjustments, including for market pricing, changes in the relevant producer price index (as published by the U.S. Bureau of Labor Statistics), cost increase or decrease in raw materials and other components and other relevant factors.

The 2015 Agreement also contemplates that the Company and Fresenius will jointly fund certain specified initiatives focused on the implementation of automation, installation of new equipment, capacity expansion and cost reduction. The Company is also required to make certain milestone payments, subject to achievement of certain contractually defined events. Fresenius has also agreed to identify and qualify a second manufacturing facility if production volumes under the 2015 Agreement exceed certain specified thresholds. In addition, under the 2015 Agreement, the Company is no longer required to make royalty payments to Fresenius (see Note 13) for the sale of products after June 30, 2015. The initial term of the Agreement extends through July 1, 2025 (the “Initial Term”) and is automatically renewed thereafter for additional two year terms (each, a “Renewal Term”), subject to termination by either party upon (i) two years written notice prior to the expiration of the Initial Term or (ii) one year written notice prior to the expiration of any Renewal Term.