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DEPO > SEC Filings for DEPO > Form 8-K on 17-Dec-2013All Recent SEC Filings

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Form 8-K for DEPOMED INC


17-Dec-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry into a Material Definitive Agreement

On December 17, 2013, Depomed, Inc., a California corporation ("Depomed"), entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Nautilus Neurosciences, Inc., a Delaware corporation ("Nautilus"), pursuant to which Depomed acquired from Nautilus all of the rights to CAMBIAŽ (diclofenac potassium for oral solution), including related product inventory, and assumed from Nautilus certain liabilities relating to CAMBIA, for $48,725,000 in cash (the "Initial Payment").

Depomed also has agreed to pay one-time, contingent cash payments upon the achievement of certain CAMBIA net sales milestones. Up to $5,000,000 in sales milestones are payable to Nautilus, and up to $10,000,000 in sales milestones are payable to third parties pursuant to contracts assigned to Depomed. The net sales thresholds triggering milestone payments range from $30,000,000 in trailing twelve-month net sales to $100,000,000 in calendar year net sales. Depomed also assumed certain third party royalty obligations totaling not more than 11% of CAMBIA net sales.

Pursuant to the Asset Purchase Agreement, $7,500,000 of the Initial Payment will be held in escrow for 24 months and applied towards the indemnification obligations of Nautilus as set forth in the Asset Purchase Agreement.

The foregoing description of the terms of the Asset Purchase Agreement is qualified in its entirety by reference to the provisions of the Asset Purchase Agreement, which will be filed as an exhibit to the Depomed's Annual Report on Form 10-K for the year ending December 31, 2013.



Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

Any financial statements to be filed in response to this Item 9.01(a) with respect to the transaction described in Item 2.01 herein will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K must be filed.

(b) Pro Forma Financial Information

Any pro forma financial information to be filed in response to this Item 9.01(b) with respect to the transactions described in Item 2.01 herein will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K must be filed.


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