Recro Pharma, Inc. (NASDAQ:REPH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement

On June30, 2017, Recro Pharma, Inc. (the “Company”) entered into a License Agreement (the “Agreement”) with Cornell University, as represented by its Center for Technology Licensing (“Cornell”), to which Cornell granted the Company a worldwide, exclusive, sublicensable, royalty-bearing license in Cornell’s patents and other intellectual property relating to an intermediate-acting neuromuscular blocking agent, a short-acting neuromuscular blocking agent and a reversal agent proprietary to the blocking agents (collectively, the “Compounds”), to develop, manufacture and sell the Compounds. Recro has agreed to develop, manufacture and sell the Compounds. The Agreement calls for Recro to follow a development plan included in the Agreement unless otherwise amended or agreed to by the parties.

Under the terms of the Agreement, Recro is obligated to make: (i)an upfront payment in the amount of $350,000; (ii) an annual license maintenance fee payment until the first commercial sale of a Compound; and (iii)milestone payments upon the achievement of certain milestones, up to a maximum, for each neuromuscular blocking agent, of $5million for U.S. regulatory approval and commercialization milestones and $3million for European regulatory approval and comercialization milestones. Recro is also obligated to pay Cornell royalties on net sales of the Compounds at a rate ranging from low to mid single digits, depending on the applicable Compound and whether there is a valid patent claim in the applicable country, subject to an annual minimum royalty amount. In addition, Recro will reimburse Cornell for past and ongoing patent costs related to prosecution and maintenance of the patents related to the Compounds.

The Agreement may be terminated (i)by Recro upon 90 days’ written notice, (ii)by Cornell upon Recro’s material breach, subject to a cure period, and (iii)immediately by Cornell if Recro files any claim asserting the invalidity of any of Cornell’s patent rights related to the Compounds. The royalty term for each Compound expires, on a country-by-country basis, on the later of (i)the expiration date of the longest-lived licensed patent, (ii)the expiration of any granted statutory period of marketing exclusivity, or (iii)the first commercial sale of a generic equivalent of the applicable Compound. On the last to expire royalty term the Agreement will automatically convert to a royalty-free nonexclusive license.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June30, 2017.

About Recro Pharma, Inc. (NASDAQ:REPH)

Recro Pharma, Inc. is a clinical-stage specialty pharmaceutical company. The Company is engaged in developing products for hospitals and ambulatory care settings that is developing non-opioid products for treatment of serious acute pain. The Company’s lead product candidate is an injectable form of meloxicam. Its product candidates for pain indications include injectable meloxicam, a product candidate in development for the treatment of acute post-operative pain; Dex-IN, a product candidate under development for the treatment of post-operative pain; Dex-SL, a product candidate for the treatment of chronic pain, and Fadolmidine (Fado), a product candidate used by injection into the spine for pain associated with surgery or certain types of chronic pain and which the Company pursues as a topical product for local application to treat serious pain associated with nerve damage to local tissues (neuropathies), especially of the lower extremities, which can occur in diabetic patients.