NEVRO CORP. (NYSE:NVRO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement |
On November 15, 2016, Nevro Corp. (the Company) entered into a
new multi-year supply agreement (the CCC Agreement) with Centro
de Construccion de Cardioestimuladores del Uruguay S.A. (CCC), a
subsidiary of Integer Holdings Corporation, to which CCC has
agreed to a revised arrangement with regard to the manufacture
and supply of the Companys implantable pulse generators (IPGs).
The CCC Agreement is effective as of November 11, 2016 and, to
its terms, terminated the Companys existing supply agreement with
CCC entered into on March 13, 2015 (the March 2015 Agreement).
to the terms of the CCC Agreement, CCC has agreed to manufacture
and supply the Companys IPGs during the term of the CCC
Agreement. For the first 3 years of the term of the CCC
Agreement, the Company is obligated to purchase from CCC
specified minimum purchase quantities of Model 1500 IPGs. At such
time as the Company and the U.S. Food and Drug Administration
approves the Model 2000 IPG and related manufacturing processes
and facility, the Company will become obligated to purchase from
CCC specified minimum purchase quantities of Model 2000 IPGs. The
foregoing specified minimum purchase obligations are subject to
certain exceptions and reductions in the event of supply
failures, shortages and product defects.
The CCC Agreement continues for ten years unless terminated
earlier. The term of the CCC Agreement automatically renews for
additional two-year terms unless one party provides the other
party with written notice of termination at least one year prior
to the end of the initial term or the applicable renewal period.
In the event of a change of control of CCC, the CCC Agreement may
be terminated by the Company upon three years written notice to
CCC, provided that such notice period shall be one year in the
event CCC is acquired by certain competitors to the Company. In
addition, the CCC Agreement may be terminated by mutual agreement
of the parties, or by either party, with written notice, upon the
other partys cessation of business or other termination of its
business operations, uncured material breach or insolvency of the
other party. Upon termination of the CCC Agreement, CCC shall,
subject to certain exceptions and unless otherwise agreed to by
the parties, fulfill all purchase orders placed by the Company
and accepted by CCC prior to the effective date of termination.
The CCC Agreement contains, among other provisions, customary
representations and warranties by the parties, ordering and
payment and shipping terms, customary provisions with respect to
the ownership of any intellectual property created during the
term of the CCC Agreement, certain indemnification rights in
favor of both parties, limitations of liability and customary
confidentiality provisions.
The foregoing description of the material terms of the CCC
Agreement is subject to, and is qualified in its entirety by,
reference to the CCC Agreement, which the Company intends to file
as an exhibit to the Companys Annual Report on Form 10-K for the
year ending December 31, 2016. The Company intends to seek
confidential treatment for certain portions of the CCC Agreement
to a Confidential Treatment Request submitted to the Securities
and Exchange Commission to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
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Item 1.02 |
Termination of a Material Definitive Agreement |
Reference is made to the disclosures set forth in Item 1.01 above
with regard to the termination of the March 2015 Agreement, which
disclosures are incorporated by reference herein.
About NEVRO CORP. (NYSE:NVRO)
Nevro Corp. is a medical device company. The Company has developed and commercialized a neuromodulation platform for the treatment of chronic pain. The Company’s Senza system is a spinal cord stimulation (SCS) system that delivers its HF10 therapy. HF10 therapy is designed to deliver neuromodulation solutions for treating chronic pain. HF10 therapy offers back pain relief in addition to leg pain relief. HF10 therapy also provides pain relief without paresthesia. HF10 therapy offers benefits to patients, physicians and hospitals. The Company’s Senza is designed to create electrical impulses from 2 hertz to 10 kilohertz (kHz), including its HF10 therapy. HF10 therapy delivers waveforms at 10 kHz pulse rate with a statistically driven and clinically verified programming algorithm. Senza consists of leads, a trial stimulator, an implantable pulse generator (IPG), surgical tools, a clinician laptop programmer, a patient remote control and a mobile charger. NEVRO CORP. (NYSE:NVRO) Recent Trading Information
NEVRO CORP. (NYSE:NVRO) closed its last trading session down -2.63 at 86.92 with 434,932 shares trading hands.