RELMADA THERAPEUTICS, INC. (OTCMKTS:RLMD) Files An 8-K Entry into a Material Definitive AgreementItem 9.01 Entry into a Material Definitive Agreement.
On January 16, 2018, Relmada Therapeutics, Inc. (“Relmada”) entered into an Intellectual Property Assignment Agreement (the “Assignment Agreement”) and License Agreement (the “License Agreement” and together with the Assignment Agreement, the “Agreements”) with Dr. Charles E. Inturrisi and Dr. Paolo Manfredi (collectively, the “Licensor”). to the Agreements, Relmada assigned its existing rights, including patents and patent applications, to d-Methadone in the context of psychiatric use (the “Existing Invention”) to Licensor. Licensor then granted Relmada under the License Agreement a perpetual, worldwide, and exclusive license to commercialize the Existing Invention and certain further inventions regarding d-Methadone in the context of neurological and other uses.
In consideration of the rights granted to Relmada under the License Agreement, Relmada will pay Licensor an upfront, non-refundable license fee of $180,000. Additionally, Relmada will pay Licensor $45,000 every three months until the earliest to occur of the following events: (i) the first commercial sale of a licensed product anywhere in the world, (ii) the expiration or invalidation of the last to expire or be invalidated of the patent rights anywhere in the world, or (iii) the termination of the License Agreement. Relmada will also pay Licensor tiered royalties with a maximum rate of 2%, decreasing to 1.75%, and 1.5% in certain circumstances, on net sales of licensed products covered under the License Agreement. Relmada will also pay Licensor tiered payments up to a maximum of 20%, and decreasing to 17.5%, and 15% in certain circumstances, of all consideration received by Relmada for sublicenses granted under the License Agreement.
The parties agree that they will collaborate and cooperate in good faith in any further intellectual property development. To the extent that Relmada and/or any of its sublicensees develops any new inventions or patents relating to d-Methadone, Relmada shall do so in collaboration with Licensor (Licensor agreed to collaborate with Relmada with respect to the same), and, as applicable, include Licensor as inventor.
The License Agreement may terminate under certain circumstances, including bankruptcy, failure to perform certain covenants (including, but not limited, to payment obligations and certain key man provisions), and invalidation or unenforceability of patent rights.
The foregoing is a summary description of certain terms of the Agreements and does not purport to be complete, and it is qualified in its entirety by reference to the full text of the Agreements, a copy of each is included as Exhibit 10.1 and 10.2, attached hereto and are incorporated herein by reference.
A copy of the press release issued in connection with the parties’ announcement of the License Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
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10.1 |
License Agreement, dated January 16, 2018, between Relmada Therapeutics, Inc. Dr. Charles E. Inturrisi and Dr. Paolo Manfredi |
| 10.2 | Intellectual Property Assignment Agreement, dated January 16, 2018, between Relmada Therapeutics, Inc. Dr. Charles E. Inturrisi and Dr. Paolo Manfredi |
| 99.1 | Press Release, dated January17, 2018. |
RELMADA THERAPEUTICS, INC. ExhibitEX-10.1 2 f8k011618ex10-1_relmada.htm LICENSE AGREEMENT,…To view the full exhibit click here
About RELMADA THERAPEUTICS, INC. (OTCMKTS:RLMD)
Relmada Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in developing a pipeline of drug candidates to treat chronic pain. Its product candidates include d-Methadone (dextromethadone, REL-1017), LevoCap ER (REL-1015), BuTab (REL-1028) and MepiGel (REL-1021). Its d-Methadone is an N-methyl-D-aspartate (NMDA) receptor antagonist being developed for the treatment of neuropathic pain. Its REL-1015 is an extended release, abuse deterrent formulation of the opioid analgesic levorphanol, which is pharmacologically differentiated from morphine, oxycodone and other opioids for the management of pain severe enough to require daily, around-the-clock and long-term opioid treatment. REL-1028 represents formulations of oral, modified release buprenorphine being developed for both chronic pain and opioid dependence indications. REL-1021 is a topical dosage form of the local anesthetic mepivacaine for the treatment of painful peripheral neuropathies.