BioDelivery Sciences International, Inc. (NASDAQ:BDSI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

On July12, 2017, BioDelivery Sciences International, Inc. (“BDSI”), its wholly-owned subsidiary Arius Pharmaceuticals, Inc. (collectively with BDSI, the “Company”), and Purdue Pharma, an Ontario limited partnership (“Purdue”), entered into a License Agreement (the “License Agreement”) under which the Company granted to Purdue the exclusive rights to commercialize BELBUCA^® (buprenorphine hydrochloride buccal film) in Canada. BELBUCA is BDSI’s approved treatment for the management of pain severe enough to require daily, continuous, long-term treatment and that is opioid-responsive and for which alternative options are inadequate.

Also on July12, 2017, the Company and Purdue also entered into a Supply Agreement (the “Supply Agreement”) under which the Company agreed to supply (directly or indirectly through third party contractors) to Purdue, and Purdue agreed to acquire exclusively from the Company, all of Purdue’s needs of BELBUCA in connection with Purdue’s activities under the License Agreement, subject to certain exceptions.

Under the terms of the License Agreement, Purdue is responsible for the distribution, marketing and sale of BELBUCA in Canada. In connection therewith, the Company and Purdue each have agreed to use their best efforts to cause a transfer to Purdue of the current marketing authorization in Canada for BELBUCA, including the previously issued Notice of Compliance for BELBUCA in Canada and BELBUCA’s Canadian drug identification numbers.

Financial terms of the License Agreement include: (i)total upfront and other cash milestone payments (relating to marketing authorization transfer and certain other marketing- and sales-related milestones) of up to an aggregate of CAD$4.5million, including approximately CAD$1.5million which is expected to be paid to the Company during 2017; (i) a low double digit percent royalty payable quarterly by Purdue to the Company based on Canadian net sales of BELBUCA, which royalty rate is subject to adjustment in certain negotiated circumstances; (iii)an annual royalty fee commencing a period of time after the commercial launch of BELBUCA in Canada, which fee is creditable against royalties payable by Purdue and subject to reduction in certain negotiated circumstances; and (iv)reimbursement by Purdue of certain fees and expenses incurred by the Company for obtaining and transferring to Purdue the marketing authorization for BELBUCA in Canada, a portion of which will be credited against royalties payable by Purdue.

The License Agreement grants to Purdue certain rights of first negotiation and rights of first refusal for Canadian rights to certain buprenorphine-based products that the Company may seek to out license or itself develop or commercialize in the future, and the parties have agreed to certain restrictions on their ability to commercialize certain competing products in Canada. The License Agreement also contains customary confidentiality, indemnification and other provisions.

The License Agreement continues until the later of (a)the first date on which there is not a valid claim of the licensed patents covering BELBUCA in Canada as set forth in the License Agreement or (b)a negotiated date in the calendar year immediately following the first complete calendar year following the a particular anniversary of the Launch in which a predetermined amount of net sales of BELBUCA in Canada is not met. The License Agreement contains certain negotiated as well as customary early termination provisions including, among others, termination rights related to unexpected regulatory costs, a right by either party to terminate the License Agreement upon the other party’s uncured material breach of the License Agreement or Supply Agreement, insolvency, or bankruptcy, and a right by the Company to terminate in the event first commercial sale in Canada does not occur within a certain period of marketing authorization transfer or license fees are not paid. Purdue may also terminate the License Agreement if Purdue determines, in its sole discretion, that BELBUCA is not economically viable for Purdue in Canada or in the event BDSI is acquired by a company commercializing certain limited types of competing products in Canada.

The description of the License Agreement and Supply Agreement above is qualified in its entirety by reference to the full agreements, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the period ended September30, 2017.

On July12, 2017, BDSI and Purdue issued a press release announcing the execution of the License Agreement. A copy of the press release is attached as Exhibit 99.1 hereto.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K, the press release included herein, and any statements of representatives and partners of BioDelivery Sciences International, Inc. (the “Company”) related thereto contain, or may contain, among other things, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results (including, without limitation, the operational and financial results of the Company’s commercialization agreement for BELBUCA in Canada described herein and in the attached press release) may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

BIODELIVERY SCIENCES INTERNATIONAL INC Exhibit
EX-99.1 2 d419334dex991.htm PRESS RELEASE Press Release Exhibit 99.1 BIODELIVERY SCIENCES SIGNS EXCLUSIVE AGREEMENT WITH PURDUE PHARMA (CANADA) FOR THE LICENSING AND DISTRIBUTION RIGHTS OF BELBUCA® IN CANADA Raleigh,…
To view the full exhibit click here

About BioDelivery Sciences International, Inc. (NASDAQ:BDSI)

BioDelivery Sciences International, Inc. is a specialty pharmaceutical company. The Company develops and commercializes, either on its own or in partnerships with third parties, applications of approved therapeutics to address unmet medical needs using drug delivery technologies. The Company develops pharmaceutical products aimed principally in the areas of pain management and addiction. The Company’s products utilize the BioErodible MucoAdhesive (BEMA) drug delivery technology, a small, erodible polymer film for application to the buccal mucosa (the lining inside the cheek). The Company’s United Sates Food and Drug Administration (FDA) approved product, ONSOLIS (fentanyl buccal soluble film), as well as its approved products BUNAVAIL (buprenorphine and naloxone buccal film) buccal film and BELBUCA (buprenorphine) buccal film, utilize BEMA technology.