IMMUNE PHARMACEUTICALS INC. (NASDAQ:IMNP) Files An 8-K Entry into a Material Definitive Agreement


IMMUNE PHARMACEUTICALS INC. (NASDAQ:IMNP) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.Entry into a Material Definitive Agreement.

Asset Purchase Agreement

On June 15, 2017, Immune Pharmaceuticals Inc. (the Company)
entered into an Asset Purchase Agreement (the Asset Purchase
Agreement) with Meda Pharma SARL, a Mylan N.V. company (Meda) to
repurchase assets relating to Ceplene (histamine
dihydrochloride), including the right to commercialize Ceplene in
Europe and to register and commercialize Ceplene in certain other
countries, for a fixed consideration of $5 million payable in
installments over a three-year period. The Company previously
sold certain of these Ceplene-related assets to Meda in 2012. The
Company intends to undertake commercialization efforts in Europe,
Asia and Latin America through the Companys immuno-oncology
subsidiary, Cytovia, Inc. (Cytovia). In addition, Cytovia intends
to pursue continued development of Ceplene towards potential
regulatory approval in the United States.

The assets acquired from Meda include rights to marketing
authorizations, trademarks, patents, and other intellectual
property related to Ceplene and its use. Under the terms of the
Asset Purchase Agreement, the Company has agreed to pay Meda a
fixed price, which is payable in installments, as well as
additional amounts contingent on the achievement of certain

Standby Financing Agreement

In addition, on June 15, 2017, substantially contemporaneous with
the entry into the Asset Purchase Agreement, the Company entered
into a Standby Financing Agreement (the Standby Financing
Agreement) with Daniel Kazado (the Standby Financer) a member of
the Companys Board of Directors and a beneficial owner of the
Companys capital stock.

Currently, the Company intends to finance the $5 million
financial obligations contemplated by the Asset Purchase
Agreement through Cytovia on a basis that is on terms that are
acceptable to the Companys board of directors and without
recourse to the Company. The Standby Financer will support the
financial obligations of the Company to pay the fixed
consideration installments, in the aggregate amount of
$5,000,000, due under and in accordance with the terms of the
Asset Purchase Agreement. In the event that Cytovia has not
obtained funding on terms reasonably acceptable to the Company
(including, without limitation, that such funding be on a basis
that is without recourse to the Company), then, to the terms of
the Standby Financing Agreement, at or prior to each installment
date, the Standby Financer shall lend the Company or Cytovia (as
determined in the discretion of the Companys Board of Directors)
an amount in immediately available funds equal to the fixed
consideration installment payment then due and payable under the
Asset Purchase Agreement (the Standby Commitment). The loan made
by the Standby Financer in respect of such fixed payment shall be
evidenced by a promissory note in an aggregate principal amount
equal to the amount of funds lent by the Standby Financer. The
Standby Commitment shall expire on the earliest of (a)
satisfaction in full by the Standby Financer of his obligations
under the Standby Financing Agreement, (b) Cytovia having
obtained funding on terms reasonably acceptable to the Company
and (c) the Company having been fully discharged of and released
from all liability of all of its obligations under the Asset
Purchase Agreement.

The foregoing descriptions of the terms of the Asset Purchase
Agreement and the Standby Financing Agreement, and the
transactions contemplated thereby do not purport to be complete
and, therefore, are subject to, and qualified in their entirety
by such documents attached hereto as Exhibits 10.1 and 10.2,
respectively, and incorporated herein by reference. Each of the
Asset Purchase Agreement and the Standby Financing Agreement
contain representations and warranties that the respective
parties made to, and solely for the benefit of, the other parties
thereto in the context of all of the terms and conditions of that
agreement and in the context of the specific relationship between
the parties, and are not for the benefit of any party other than
the parties to such agreements or as stated therein and are not
intended as documents for investors and the public to obtain
factual information about the current state of affairs of the
parties to those documents and agreements.

Item 8.01.Other Events.

On June 15, 2017, the Company issued a press release announcing
entry into the Asset Purchase Agreement. A copy of the press
release is attached hereto as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

Exhibit No. Description of Exhibit
10.1 Asset Purchase Agreement, dated as of June 15, 2017, by and
between Meda Pharma SARL and Immune Pharmaceuticals, Inc.
10.2 Standby Financing Agreement, dated as of June 15, 2017, by
and between Immune Pharmaceuticals, Inc. and Daniel Kazado
99.1 Press Release of Immune Pharmaceuticals, Inc., dated as of
June 15, 2017

EX-10.1 2 v469408_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1   Confidential    June 15,…
To view the full exhibit click here

Immune Pharmaceuticals Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in the development and commercialization of targeted therapeutics in the fields of immuno-inflammation and immuno-oncology. The Company’s segment is acquiring, developing and commercializing prescription drug products. Its Immuno-inflammation product pipeline includes bertilimumab, a fully human antibody targeting eotaxin-1, a regulator of immuno-inflammation; a portfolio of immune oncology products, and NanoCyclo, a topical nanocapsule formulation of cyclosporine-A, for the treatment of atopic dermatitis and psoriasis. Its immuno-oncology pipeline includes Ceplene, a small molecule targeting the Histamine-2 Receptor to overcome immunosuppression in Acute Myeloid Leukemia and other malignancies. Azixa and crolibulin are vascular disrupting agents. NanomAbs is a technology platform that allows the targeted delivery of chemotherapeutics into cancer cells.