TPTX » Topics » CONFIDENTIAL

These excerpts taken from the TPTX 10-K filed Mar 27, 2009.

CONFIDENTIAL

 

Milestone Event

   Payment

[***]

   [***] Dollars ($[***])

[***]

   [***] Dollars ($[***])

[***]

   [***] Dollars ($[***])

[***]

   [***] Dollars ($[***])

[***]

   [***] Dollars ($[***])

[***]

   [***] Dollars ($[***])

[***]

   [***] Dollars ($[***])

[***]

   [***] Dollars ($[***])

Additionally, TPTX will pay the following non-refundable milestone payments in dollar amounts payable according to the following schedule of events relating to an oral form of Compound or Product. TPTX will notify Lilly in writing thereof and pay the below-specified non-creditable and non-refundable fees to Lilly by Federal Reserve electronic wire transfer in immediately available funds to an account designated by Lilly:

 

Milestone Event

   Payment

[***]

   [***] Dollars ($[***])

[***]

   [***] Dollars ($[***])

[***]

   [***] Dollars ($[***])

[***]

   [***] Dollars ($[***])

[***]

   [***] Dollars ($[***])

[***]

   [***] Dollars ($[***])

 

***Confidential Treatment Requested


CONFIDENTIAL

 

If any milestone event is achieved with respect to Compound or Product and at such time any one or more of the milestone events previously listed has not been achieved with respect to Compound or Product, then at the time of the milestone payment for such achieved milestone event, TPTX shall pay to Lilly the previously listed and unpaid payments for such unmet milestone events, up to and including filing of an NDA in the US or its equivalent in Europe or Japan. Subsequent milestone event payments will be paid within thirty (30) days by TPTX to Lilly as such milestone events are achieved.”

3. Amendment of Section 3.1(c). Section 3.1(c) of the Agreement is hereby amended and restated in it entirety to read as follows:

“(c) Royalty Payments from TPTX to Lilly. TPTX shall pay Lilly a royalty on worldwide Net Sales of Product by Permitted Sellers during the Royalty Term as follows:

 

On that portion of Net Sales in a given Calendar Year that is:

   Royalty rate

Less than $[***]

   [***]%

Between $[***] and $[***]

   [***]%

Over $[***]

   [***]%

However, if during the Royalty Term Generic Competition occurs in a country in the Territory, then the royalty rates described above will each be decreased by [***] percentage points on Net Sales in such country from the Calendar Quarter where Generic Competition is first determined for so long as Generic Competition remains in such country.

TPTX shall pay royalties due under Section 3.1(c) concurrently with the remittance of the royalty report in accordance with Section 3.2. All amounts payable to Lilly under Section 3.1 shall be paid in U.S. dollars by Federal Reserve electronic wire transfer in immediately available funds to an account designated in writing by Lilly (unless otherwise instructed by Lilly in writing).”

4. Full Force and Effect. Except as modified by this Amendment, the Agreement shall remain in full force and effect in accordance with its terms.

5. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

***Confidential Treatment Requested


6. Governing Law. This Amendment shall be governed by, interpreted and construed in accordance with the laws of the State of California, without regard to conflicts of law principles.

IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT as of the date set forth in the first paragraph hereof.

 

TPTX, INC.     ELI LILLY AND COMPANY, INC.
By:  

/s/ Evelyn Graham

    By:  

/s/ Gino Santini

Printed Name: Evelyn Graham     Printed Name: Gino Santini
Title:   Chief Executive Officer     Title:   Sr. VP, Corporate Strategy and Business Development

CONFIDENTIAL

SIZE="1"> 













































Milestone Event

  Payment

[***]

  [***] Dollars ($[***])

[***]

  [***] Dollars ($[***])

[***]

  [***] Dollars ($[***])

[***]

  [***] Dollars ($[***])

[***]

  [***] Dollars ($[***])

[***]

  [***] Dollars ($[***])

[***]

  [***] Dollars ($[***])

[***]

  [***] Dollars ($[***])

Additionally, TPTX will pay the following non-refundable milestone payments in dollar amounts payable according to
the following schedule of events relating to an oral form of Compound or Product. TPTX will notify Lilly in writing thereof and pay the below-specified non-creditable and non-refundable fees to Lilly by Federal Reserve electronic wire transfer in
immediately available funds to an account designated by Lilly:

 




































Milestone Event

  Payment

[***]

  [***] Dollars ($[***])

[***]

  [***] Dollars ($[***])

[***]

  [***] Dollars ($[***])

[***]

  [***] Dollars ($[***])

[***]

  [***] Dollars ($[***])

[***]

  [***] Dollars ($[***])

 


***Confidential Treatment Requested









CONFIDENTIAL

SIZE="1"> 


If any milestone event is achieved with respect to Compound or Product and at such time any one or more of the
milestone events previously listed has not been achieved with respect to Compound or Product, then at the time of the milestone payment for such achieved milestone event, TPTX shall pay to Lilly the previously listed and unpaid payments for such
unmet milestone events, up to and including filing of an NDA in the US or its equivalent in Europe or Japan. Subsequent milestone event payments will be paid within thirty (30) days by TPTX to Lilly as such milestone events are achieved.”

3. Amendment of Section 3.1(c). Section 3.1(c) of the Agreement is hereby amended and restated in it entirety to
read as follows:

“(c) Royalty Payments from TPTX to Lilly. TPTX shall pay Lilly a royalty on worldwide Net Sales of Product by
Permitted Sellers during the Royalty Term as follows:

 
























SIZE="1">On that portion of Net Sales in a given Calendar Year that is:

  Royalty rate

Less than $[***]

  [***]%

Between $[***] and $[***]

  [***]%

Over $[***]

  [***]%

However, if during the Royalty Term Generic Competition occurs in a country in the Territory, then the royalty
rates described above will each be decreased by [***] percentage points on Net Sales in such country from the Calendar Quarter where Generic Competition is first determined for so long as Generic Competition remains in such country.

STYLE="margin-top:12px;margin-bottom:0px">TPTX shall pay royalties due under Section 3.1(c) concurrently with the remittance of the royalty report in accordance with Section 3.2. All amounts payable to
Lilly under Section 3.1 shall be paid in U.S. dollars by Federal Reserve electronic wire transfer in immediately available funds to an account designated in writing by Lilly (unless otherwise instructed by Lilly in writing).”


4. Full Force and Effect. Except as modified by this Amendment, the Agreement shall remain in full force and effect in accordance with its
terms.

5. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.

 


***Confidential Treatment Requested








6. Governing Law. This Amendment shall be governed by, interpreted and construed in
accordance with the laws of the State of California, without regard to conflicts of law principles.

IN
WITNESS WHEREOF,
the parties hereto have executed this AMENDMENT as of the date set forth in the first paragraph hereof.

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 




































TPTX, INC.  ELI LILLY AND COMPANY, INC.
By: 

/s/ Evelyn Graham

  By: 

/s/ Gino Santini






























Printed Name: Evelyn Graham  Printed Name: Gino Santini
Title: Chief Executive Officer  Title: Sr. VP, Corporate Strategy and Business Development





EX-10.17
4
dex1017.htm
AMENDED AND RESTATED EMPLOYMENT AGREEMENT


Amended and Restated Employment Agreement



EXCERPTS ON THIS PAGE:

10-K (4 sections)
Mar 27, 2009

RELATED TOPICS for TPTX:

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