JUNIPER PHARMACEUTICALS, INC. (NASDAQ:JNP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Agreement

On April24, 2018, Juniper Pharmaceuticals, Inc. (the “Company”) entered into an Exclusive License Agreement (the “License Agreement”) with Daré Bioscience, Inc. (the “Licensee”) to which the Company granted the Licensee (a)an exclusive worldwide license under certain patent rights (i)owned by the Company and (ii)exclusively licensed to the Company under that certain License Agreement, dated as of March25, 2015, by and between the Company and The General Hospital Corporation (“MGH”), as amended, to make, have made, use, have used, sell, have sold, import and have imported products and processes; and (b)a non-exclusive worldwide license under certain technological information owned by the Company to make, have made, use, have used, sell, have sold, import and have imported products and processes. The Licensee is also entitled to sublicense the rights granted to it under the License Agreement.

As consideration for the license grants, the Company received a $250,000 license fee from the Licensee in connection with the execution of the License Agreement, and the Company is entitled to receive an annual license maintenance fee from the Licensee in the amount of $50,000 for the first two anniversaries of the effective date of the License Agreement, increasing to $100,000 for each anniversary thereafter. The Company is also entitled to receive potential future development and sales milestone payments of up to $43.75million (up to $13.50million in development milestones andup to $30.25 in sales milestones) for each product or process covered by the licenses granted under the License Agreement, and is eligible to receive mid-single-digit to low double-digit royalties based on worldwide net sales of products and processes covered by the licenses granted under the Licensee Agreement. The royalty term shall terminate on a product-by-product basis (or process-by-process) basis on the latest of (i)the expiration date of the last valid claim within the licensed patent rights in a country, (ii)ten (10) years following the first commercial sale of a product or process in a country, or (iii)the entry of generic competition for a product or process in a country, provided that if there is no generic competition for a product or process in a country by the ten (10)year anniversary of the first commercial sale of a product or process in a country, the royalty term shall terminate on the ten (10)year anniversary of the first commercial sale of such product or process in the country. In addition, if the Licensee sublicenses any of its rights under the License Agreement, the Company is eligible to a low double-digit percentage of all sublicense income received by the Licensee for the sublicense such rights to a third party, in lieu of the royalties on net sales noted above.

to the terms of the Licensee Agreement, the Licensee is required to use commercially reasonable efforts to develop and make at least one product or process available to the public, which efforts must include achieving certain diligence requirements specified in the License Agreement by specific dates set forth in the License Agreement.

The Company may terminate the License Agreement upon (i)thirty (30) days’ notice for Licensee’s uncured breach of any financial provisions of the License Agreement or (ii)sixty (60) days’ notice for any uncured material breach of any non-financial provisions of the License Agreement. In addition, the Company may terminate the License Agreement immediately upon the Licensees’ bankruptcy, insolvency, dissolution or winding up. The Licensee may terminate the License Agreement for any reason upon ninety (90)days prior written notice prior to receipt of marketing approval for a product or process, increasing to one hundred eighty (180)days prior written notice following receipt of marketing approval for a product or a process. In the event that the Company terminates the License Agreement for uncured material breach of any non-financial provisions of the License Agreement, the Company will have a full access, including the right to use and reference all product data generated during the term of the Licensee Agreement that is owned by Licensee.

The Company expects to file the License Agreement as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June30, 2018. The foregoing description of the License Agreement is qualified in its entirety by reference to the complete text of such agreement when filed.

Item 1.01 Regulation FD Disclosure.

On April25, 2018, the Company issued a press release related to the License Agreement. A copy of the press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein by reference. The information being furnished to Item 1.01 of this Current Report on Form 8-K and contained in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section18 of the Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 1.01. Financial Statements and Exhibits

(d) Exhibits

JUNIPER PHARMACEUTICALS INC Exhibit
EX-99.1 2 d418133dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   Juniper Pharmaceuticals Licenses Intravaginal Ring (IVR) Platform to Daré Bioscience -Company Eligible to Receive Up to $43.75 Million in Milestones for Each IVR Candidate,…
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About JUNIPER PHARMACEUTICALS, INC. (NASDAQ:JNP)

Juniper Pharmaceuticals, Inc., formerly Columbia Laboratories, Inc., is a women’s health therapeutic company focused on developing intra-vaginal therapeutics that addresses the medical needs in women’s health. The Company operates through two segments: product and service. The product segment includes supply chain management for CRINONE. The product segment also includes the royalty stream the Company receives from Allergan for CRINONE sales in the United States, as well as the development of new product candidates. The service segment includes pharmaceutical development, clinical trial manufacturing and advanced analytical and consulting services for the its customers, as well as characterizing and developing pharmaceutical product candidates for its internal programs, and managing the preclinical and clinical manufacturing of COL-1077 and its intra-vaginal ring (IVR). Its product and product development programs include CRINONE 8%, COL-1077, JNP-0101, JNP-0101 and JNP-0301.