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| NEXM > SEC Filings for NEXM > Form 8-K on 5-Feb-2009 | All Recent SEC Filings |
5-Feb-2009
Entry into a Material Definitive Agreement, Termination of a Material Definitive Agree
On February 3, 2009, NexMed, Inc. (the "Company") entered into an asset purchase agreement (the "Asset Purchase Agreement") with Warner Chilcott Company, Inc., a Puerto Rico corporation ("Warner"), for the sale by the Company to Warner of the U.S. rights to Vitaros®, the Company's topically applied alprostadil cream for the treatment of erectile dysfunction.
Under the terms of the Asset Purchase Agreement, the Company has received an up-front payment of $2.5 million and is eligible to receive an additional payment of $2.5 million upon Warner's receipt of a New Drug Application approval from the Food and Drug Administration for the marketing, use and sale of Vitaros in the U.S. In addition, Warner will pay a total of $350,000 for the manufacturing equipment for the product.
In connection with the Asset Purchase Agreement, the license agreement dated November 1, 2007, as amended, between Warner and the Company related to Vitaros was terminated and Warner and the Company entered into a new license agreement dated February 3, 2009 (the "License Agreement") whereby the Company granted Warner a royalty-free, perpetual and exclusive license under certain specific patent rights and other related intellectual property rights necessary to or useful for Warner's exploitation of the purchased rights in the U.S. The Company has retained all such rights outside of the U.S.
The foregoing description is qualified in its entirety by reference to the copy of the Asset Purchase Agreement attached hereto as Exhibit 10.1 and the License Agreement attached hereto as Exhibit 10.2. The information contained in such exhibits is incorporated herein by reference. The Company's press release announcing the Asset Purchase Agreement is attached hereto as Exhibit 99.1.
The information set forth in the third paragraph of Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.
(d) Exhibits.
10.1 Asset Purchase Agreement, dated February 3, 2009, between Warner Chilcott Company, Inc. and NexMed, Inc.
10.2 License Agreement, dated February 3, 2009, between Warner Chilcott Company, Inc. and NexMed, Inc.
99.1 Press release dated February 3, 2009 issued by NexMed, Inc.
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