GLAUKOS CORPORATION (NYSE:GKOS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
On April 12, 2017, Glaukos Corporation (the Company) entered into
an IOP System Purchase Agreement dated as of April 12, 2017 (the
Purchase Agreement), between the Company and DOSE Medical
Corporation (DOSE), to purchase from DOSE itsintraocular pressure
(IOP) sensor system, including allpatents, license rights and
tangible assets, and to assume certain liabilities related
thereto (collectively, the IOP Sensor System) for consideration
consisting of an initial cash payment of $5.5 million, plus
performance-based consideration of up to $9.5 million upon
achievement of certain development, clinical and regulatory
milestones. The Company completed the purchase of the IOP Sensor
System concurrent with the execution of the Purchase Agreement on
April 12, 2017.
DOSE was previously a wholly owned subsidiary of the Company.In
2010, it was spun-out as a standalone entity and in 2015, the
Company acquired the iDoseTMproduct line and related assets from
DOSE. Two members of the Companys board of directors, Thomas W.
Burns and William J. Link, Ph.D., currently serve on the board of
directors of DOSE and certain members of the Companys management
and board of directors hold an equity interest in DOSE. The terms
of the Purchase Agreement were approved by a special committee
consisting only of independent members of the Companys board of
directors.
Concurrent with the execution of the Purchase Agreement, the
Company and DOSE also entered into a First Amendment to the
Amended and Restated Patent License Agreement, dated April 12,
2017 (the Patent License Agreement Amendment). to the original
Amended and Restated Patent License Agreement dated as of June
30, 2015 (a copy of which is attached as Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on June 30, 2015), each party
licensed to the other party certain rights to certain patent and
patent applications within the other partys specified field of
use.The Patent License Agreement Amendment removes references to
the IOP Sensor System as within the DOSE field of use, and
removes the carve-out within the Glaukos field of use for the IOP
Sensor System.
to the terms of the Purchase Agreement, the Company and DOSE also
amended that certain Amended and Restated Transition Services
Agreement, dated as of June 30, 2015 (a copy of which is attached
as Exhibit 10.2 to the Companys Current Report on Form 8-K filed
with the U.S. Securities and Exchange Commission on June 30,
2015), to extend the term thereof by three years, to June 30,
2021.
Copies of the Purchase Agreement and the Patent License Agreement
Amendment are attached to this Current Report as Exhibits 2.1 and
10.1, respectively, and the descriptions above of the terms of
the Purchase Agreement and the Patent License Agreement Amendment
are subject in their entirety to the terms of Exhibits 2.1 and
10.1, respectively.
Item 2.01Completion of Acquisition or Disposition of Assets.
The disclosure in Item 1.01 regarding the Purchase Agreement and
completion of the acquisition of the IOP Sensor System on April
12, 2017 is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
ExhibitNo. |
Description |
2.1* |
IOP System Purchase Agreement dated as of April 12, 2017 |
10.1* |
First Amendment to Amended and Restated Patent License |
*Schedules and exhibits are omitted to Item 601(b)(2) of
Regulation S-K.The Company agrees to furnish supplementally a
copy of any omitted schedule or exhibit to the U.S. Securities
and Exchange Commission upon request.
2
About GLAUKOS CORPORATION (NYSE:GKOS)
Glaukos Corporation (Glaukos) is an ophthalmic medical technology company. The Company focuses on the development and commercialization of products and procedures for the treatment of glaucoma. Glaukos has developed the micro-invasive glaucoma surgery (MIGS) for glaucoma treatment. It offers iStent, an MIGS device measuring approximately one millimeter long and approximately 0.33 millimeter wide. MIGS procedures involve the insertion of a micro-scale device from within the eye’s anterior chamber through a corneal incision. The Company’s micro-scale injectable therapies include pipeline products, such as the iStent Inject, the iStent Supra and iDose. The iStent Inject includes approximately two stents pre-loaded in an auto-injection inserter. The iStent Supra is designed to access an alternative drainage space within the eye. iDose is an implant that is designed to provide a sustained release of a prostaglandin drug to lower intraocular pressure in glaucoma patients. GLAUKOS CORPORATION (NYSE:GKOS) Recent Trading Information
GLAUKOS CORPORATION (NYSE:GKOS) closed its last trading session down -0.94 at 47.92 with 517,347 shares trading hands.