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SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2015
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 5 – SUBSEQUENT EVENTS

 

On October 12, 2015, the Company entered into the Amended Pfizer Agreement which amends and restates, in its entirety, the Pfizer Agreement. See Note 1. Pursuant to the Amended Pfizer Agreement, the Company sold its share in the collaboration with Pfizer on the commercialization of Elelyso to Pfizer in exchange for a cash payment equal to $36.0 million. As part of the sale, the Company agreed to transfer its rights to Elelyso in Israel to Pfizer in exchange for full rights to Elelyso in Brazil. Under the Amended Pfizer Agreement, the Company will continue to manufacture drug substance for Pfizer, subject to certain terms and conditions. In addition, the Company issued to Pfizer a promissory note for approximately $4.2 million, representing the Company's share of accumulated losses as of the date of the Amended Pfizer Agreement. The note is to be paid in October 2020, subject to certain terms and conditions. Under the Pfizer Agreement, Pfizer and the Company shared in revenues and expenses for the development and commercialization of Elelyso on a 60%/40% basis globally, excluding Israel and Brazil. Under the Amended Pfizer Agreement, Pfizer is responsible for 100% of expenses, and entitled to all of the revenues, globally for Elelyso, excluding Brazil, where the Company is responsible for all expenses and retains all revenues. The Amended Pfizer Agreement eliminates Pfizer's entitlement to annual payments of up to $12.5 million in relation to commercialization of Elelyso in Brazil.


On October 12, 2015, the Company also entered into a Stock Purchase Agreement with Pfizer, pursuant to which the Company issued 5,649,079 shares of the Company's common stock for an aggregate purchase price equal to $10.0 million subject to certain other terms set forth in the Stock Purchase Agreement. As part of the Stock Purchase Agreement, Pfizer has agreed to a 180-day lock-up with respect to the purchased shares and the Company's directors and executive officers have entered into 90-day lock up agreements.