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IMMY > SEC Filings for IMMY > Form 8-K on 17-Jun-2013All Recent SEC Filings

Show all filings for IMPRIMIS PHARMACEUTICALS, INC. | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Financial Statements a

Item 1.01. Entry Into a Material Definitive Agreement.

On June 11, 2013, Imprimis Pharmaceuticals, Inc. (the "Company") acquired intellectual property rights related to certain proprietary innovations from the compounding pharmacy operations of Buderer Drug Company, Inc. ("Buderer") pursuant to an Asset Purchase Agreement (the "Agreement"). In addition, the Company has a right of first refusal on additional Buderer intellectual property and drug development opportunities. The Agreement provides that Buderer will cooperate with the Company in obtaining patent protection for the acquired intellectual property and that the Company will use commercially reasonable efforts to research, develop and commercialize a product based on the acquired intellectual property.

In consideration for the acquisition, the Company is obligated to make the following payments to Buderer: (1) one payment payable within 30 days after the issuance of the first patent in the United States arising from the acquired intellectual property (if any); (2) one payment payable within 30 days after the Company files the first Investigational New Drug application ("IND") with the U.S. Food and Drug Administration for the first product arising from the acquired intellectual property (if any); and (3) certain royalty payments based on the net receipts received by the Company in connection with the sale or licensing of any product based on the acquired intellectual property (if any), after deducting (among other things) the Company's development costs associated with such product. If the Company does not file an IND for any product based on the acquired intellectual property within five years of the date of the Agreement, Buderer may terminate the agreement and the Company shall re-assign the acquired technology to Buderer.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated June 17, 2013

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