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PATH > SEC Filings for PATH > Form 8-K on 14-Jan-2014All Recent SEC Filings

Show all filings for NUPATHE INC.

Form 8-K for NUPATHE INC.


14-Jan-2014

Entry into a Material Definitive Agreement


Item 1.01 Entry into a Material Definitive Agreement.

On January 10, 2014 ("Effective Date"), NuPathe Inc. ("NuPathe") and Cal-Comp Electronics (USA) Co., Ltd. ("Cal-Comp USA") entered into a non-exclusive commercial manufacturing agreement ("Manufacturing Agreement") pursuant to which Cal-Comp USA will manufacture and supply certain electronic components necessary for ZECUITY's iontophoretic operation ("E-Cards").

There are no minimum purchase requirements under the Manufacturing Agreement. At least 90 days prior to the beginning of each calendar quarter, NuPathe will deliver rolling forecasts which will include a good faith estimate of NuPathe's E-Card requirements, on a monthly basis, for such calendar quarter and the subsequent three calendar quarters ("Rolling Forecasts"). Only the first three months of each Rolling Forecast will be binding. NuPathe is required to place orders for E-Cards at least 90 days before delivery of product is required. As a result, NuPathe will generally be committed for 6 months of E-Cards. Cal Comp USA will use commercially reasonable efforts to accept orders in excess of the binding portion of the Rolling Forecast but failure to do so will not be considered a breach of the Manufacturing Agreement.

The initial term of the Manufacturing Agreement is 3 years from the Effective Date. The agreement will automatically renew for successive one year periods unless notice of termination is delivered by a party at least 180 days years prior to the end of the initial term or any renewal term. Either party may terminate the agreement if the other party commits a material breach of its obligations which is not remedied within a specified period following receipt of written notice of such breach. Either party may also terminate the agreement with or without cause upon 180 days written notice to the other party.

The foregoing is a summary description of certain terms of the Manufacturing Agreement and, by its nature, is incomplete. The Manufacturing Agreement also contains provisions relating to insurance, indemnification, intellectual property and confidentiality, as well as other terms and conditions. The Manufacturing Agreement will be filed as an exhibit to the Company's SEC filings. All readers are encouraged to read the entire text of the Manufacturing Agreement when it is filed.


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