Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): September 6,
2017
Palatin Technologies, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
|
001-15543
|
95-4078884
|
|
(State or other jurisdiction
|
(Commission
|
(IRS employer
|
|
of incorporation)
|
File Number)
|
identification number)
|
|
4B Cedar Brook Drive, Cranbury, NJ
|
08512
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code: (609) 495-2200
|
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01.
Entry into a Material Definitive Agreement
On September 6, 2017, Palatin Technologies, Inc.
(“Palatin” or the “Company”) entered into a license agreement (the
“License Agreement”) with Shanghai Fosun Pharmaceutical
Industrial Development Co. Ltd. (“Fosun”). Under the terms of the License
Agreement, and subject to the conditions set forth therein, the
Company will grant to Fosun (i) an exclusive license to rights in
mainland China, Taiwan, Hong Kong S.A.R. and Macau S.A.R.
(collectively, the “Territory”), with the right to grant sub-licenses, to
research, develop and commercialize products containing
bremelanotide (each a “Product,” and collectively,
“Products”), an investigational product designed to
be an on-demand treatment for hypoactive sexual desire disorder in
pre-menopausal women, (ii) a non-exclusive license in the
Territory, with the right to grant sub-licenses, to manufacture the
Products, (iii) a non-exclusive license in all countries outside
the Territory other than North America, with the right to grant
sub-licenses, to research, develop and manufacture (but not
commercialize) the Products, and (iv) a non-exclusive license in
North America to manufacture (but not commercialize) the
Products.
Pursuant
to the terms of the License Agreement, and subject to the
conditions set forth therein, Fosun is required to make a $5
million one-time initial payment to the Palatin within thirty (30)
business days of September 6, 2017. In addition, Palatin will be
eligible to receive from Fosun: (i) up to $7.5 million upon
achievement of regulatory approval in China, and (ii) up to $92.5
million in sales milestone payments based on achievement of annual
net sales amounts for all Products in the Territory.
Fosun is also obligated to pay Palatin tiered
royalties on annual net sales of Products on a product-by-product
basis in the Territory ranging from the high-single digits to the
low double-digits. The royalties will expire on a product-by-product and country-by-country basis
upon the latest to occur of (i)
the earliest date on which there are no valid claims of Palatin
patent rights covering such
Product in such country, (ii)
the expiration of the regulatory exclusivity period for such
Product in such country and
(iii) ten years following the first commercial sale of such Product
in such country. Such royalties are subject to reductions in the
event that: (a) Fosun must license additional third party
intellectual property in order to develop, manufacture or
commercialize a Product, or (b) generic competition occurs
with respect to a Product in a given country, subject to an
aggregate cap on such deductions of 50% of royalties otherwise
payable to Palatin. After the expiration of the applicable
royalties for any Product in a given country, the license for such
product in such country shall become a fully paid-up, royalty-free,
perpetual and irrevocable license.
The
Company and Fosun have made customary representations and
warranties and have agreed to certain customary covenants,
including confidentiality and indemnification.
The
License Agreement expires on the date of expiration of all royalty
obligations due thereunder unless earlier terminated in accordance
with the License Agreement. Fosun has the right to terminate the
License Agreement without cause, in its entirety or on a
product-by-product and country-by-country basis upon at least 180
days’ prior written notice to Palatin. Either party may
terminate the License Agreement for cause if the other party
materially breaches or defaults in the performance of its
obligations, and, if curable, such material breach remains uncured
for 90 days.
The
foregoing is only a summary of the material terms of the License
Agreement and does not purport to be a complete description of the
rights and obligations of the parties under such agreement. The
foregoing summary is qualified in its entirety by reference to the
available text of the License Agreement, a copy of which the
Company expects to file as an exhibit to its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2017.
On
September 6, 2017, the Company issued a press release relating to
the matters set forth above. A copy of the press release is filed
with this Form 8-K and is attached hereto as Exhibit
99.1.
Item 9.01. Financial Statements and Exhibits.
Press
release, dated September 6, 2017.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
|
PALATIN TECHNOLOGIES, INC.
|
|
|
|
|
Date: September 7, 2017
|
By:
|
/s/ Stephen T.
Wills
|
|
|
|
Stephen T. Wills, CPA, MST
|
|
|
|
Executive Vice President, Chief Financial
|
|
|
|
Officer
and Chief Operating Officer
|
EXHIBIT INDEX
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
|
Press
release, dated September 6, 2017.
|