Re: Farmas USA
Item 1.01 Entry into a Material Definitive Agreement.
On July 3, 2013, Array entered into a Drug Discovery Collaboration Agreement (the “Agreement”) with Loxo Oncology, Inc. (“Loxo”), pursuant to which Array has granted Loxo exclusive rights to develop and commercialize certain Array-invented compounds targeted at a specified novel oncogenic activating mutation. Under the terms of the Agreement, Loxo will fund further pre-clinical research to be conducted by Array during a three-year discovery research phase, which may be extended by Loxo for up to two additional one-year renewal periods. If Loxo selects a target during the research phase of the Agreement, Loxo will be responsible for clinical development and commercialization. Array will be entitled to receive up to $434 million in milestone payments if certain clinical, regulatory and sales milestones are achieved and royalties on sales of any resulting drugs. In further consideration of the rights granted to Loxo under the Agreement, Array also received shares of stock in Loxo.
The Agreement will continue on a country-by-country basis until the termination of the royalty payment obligations, unless terminated earlier by the parties in accordance with its terms. The Agreement may be terminated by either party upon the failure of the other party to cure any material breach of its obligations under the Agreement, provided that, so long as Loxo is reasonably able to pay its debts as they are due, Array will only be entitled to seek monetary damages, and will not have the right to terminate the Agreement, in the event of Loxo's breach after expiration of the discovery research phase. Loxo also has the right, after the one-year anniversary of the Agreement, to terminate the Agreement or to terminate discovery research with respect to any targets under development on six month's notice to Array. If Loxo terminates the Agreement for convenience, all licenses granted to Loxo will terminate and Array will have all rights to further develop and commercialize the licensed programs. Array and Loxo have each also agreed to indemnify the other party for breaches of representations and warranties under the Agreement.
Array expects to file the Agreement as an exhibit to its Annual Report on Form 10‑K for the year ended June 30, 2013 and intends to seek confidential treatment for certain terms and provisions of the Agreement. The foregoing description is qualified in its entirety by reference to the text of the Agreement when filed.
Array issued a press release on July 10, 2013 announcing the Agreement, a copy of which is attached to this Form 8-K as Exhibit 99.1.
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