Agile Therapeutics, Inc. (NASDAQ:AGRX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On April 30, 2020, Agile Therapeutics, Inc. (the “Company”) entered into: (i) a project agreement (the “Project Agreement”) with inVentiv Commercial Services, LLC (“inVentiv”), to that certain Master Services Agreement dated October 11, 2017; and (ii) a manufacturing and commercialization agreement (the “Commercialization Agreement”) with Corium, Inc. (“Corium”).
Project Agreement
to the Project Agreement, inVentiv will provide a field force of sales representatives to provide certain detailing services, sales operation services, compliance services and training services with respect to Twirla® to the Company in exchange for an up-front implementation fee and a fixed monthly fee.
The Project Agreement terminates automatically on the second anniversary of the date of the first activity undertaken by inVentiv to detail Twirla (the “Deployment Date”) unless earlier extended upon the mutual written agreement of both parties. The Company may terminate the Project Agreement for any reason upon timely notice after the first anniversary of the Deployment Date; provided, however, that if the Company terminates the Project Agreement prior to the eighteen month anniversary of the Deployment Date, the Company will be obligated to pay inVentiv a termination fee, the amount of which varies depending on the date of termination.
Commercialization Agreement
to the Commercialization Agreement, Corium will manufacture and supply all of the Company’s product requirements for Twirla at certain specified rates. Under the terms of the Commercialization Agreement, Corium is to be the exclusive supplier of Twirla for ten years. The Commercialization Agreement includes a quarterly minimum purchase commitment and a fixed price per unit for two years depending on annual purchase volume.
The Commercialization Agreement terminates automatically after ten years. The Commercialization Agreement may be terminated for any reason upon the written mutual agreement of both parties; provided, however, that the parties must confer in good faith regarding possible mutual termination. In the event of such termination, the Company may still effect purchase orders after the notice of termination is given and until the time any such termination becomes effective.
The foregoing descriptions of the Project Agreement and the Commercialization Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the Project Agreement and the Commercialization Agreement which are expected to be filed, each redacted as to certain confidential information, as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.