Vericel Corporation (NASDAQ:VCEL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
VitalCare Distribution and Services Agreement
On November22, 2016, Vericel Corporation (the Company) entered
into a distribution and services agreement (the Agreement) with
Sartins Vital Care,Inc., d/b/a Sartins Vital Care, Burnhams Vital
Care, L.L.C., d/b/a Burnhams Vital Care, and Atticus Group, LLC,
d/b/a Vital Care of Central Mississippi (singly and collectively,
Franchisees), and Vital Care,Inc. (VitalCare) for the provision
of data reporting services and to purchase, bill and collect from
certain payers for Carticel (autologous cultured chondrocytes),
the Companys autologous chondrocyte implant for the treatment of
cartilage defects in the knee, and once approved, MACI
(autologous cultured chondrocytes on porcine collagen membrane),
the Companys investigational autologous cellular product intended
for the treatment of symptomatic cartilage defects of the knee in
adult patients, as further specified in the Agreement. The
Agreement covers services to certain payers that used to be
provided by Dohmen Life Science Services, LLC (DLSS) to the
Services Agreement by and between DLSS and the Company, dated
April5, 2016, as amended. Subject to approval by DLSS, the
Company and VitalCare may transfer additional payers to the
Agreement.
The initial term of the Agreement shall end on April1, 2019 (the
Initial Term). Thereafter, the Company may renew, in its sole
discretion, for one or two successive 12 month periods (each a
Company Renewal Term), unless, at least 90 days prior to the
expiration of the Initial Term or applicable Company Renewal Term
then in effect, the Company notifies the other party in writing
of its intent not to renew the Agreement. In the event the
Agreement remains in effect for 54 months following the effective
date, the Agreement will automatically renew for successive 12
month periods (each a Mutual Renewal Term), unless, at least 180
days prior to the expiration of the applicable Company Renewal
Term or Mutual Renewal Term, either party notifies the other
party in writing of its intent not to renew the Agreement.
Either the Company or VitalCare may terminate the Agreement if it
believes that the other party has breached any provision of the
Agreement and, should any such default occur, then the
non-defaulting party may give written notice to the defaulting
party that if the default is not cured within 30 days, the
Agreement may be terminated by the non-defaulting party upon
notice of such. In addition, the Company may terminate the
Agreement for any or no reason upon 60 days written notice to
VitalCare. VitalCare may also terminate the Agreement for any or
no reason upon 180 days written notice; provided that VitalCare
may terminate the Agreement upon 90 days written notice in the
event that a certain percentage of the claims that VitalCare
submitted for reimbursement in a three-month period had been
denied for payment by the payers and are not subject to further
appeal.
Either party may immediately terminate the Agreement by written
notice if the other party is or becomes insolvent, appoints or
has appointed a receiver for all or substantially all of its
assets, or makes an assignment for the benefit of its creditors.
In addition, either party may terminate the Agreement by written
notice if the other party has a trustee, receiver, or custodian
of its assets appointed, and such proceeding or person is not
dismissed within 30 days.
The foregoing is a summary description of the terms and
conditions of the Agreement that are material to the Company. In
addition to the foregoing, the Agreement contains customary terms
and conditions, including, but not limited to, certain
representations and warranties, provisions related to
indemnification, confidentiality and assignment. The foregoing
summary is qualified in its entirety by the text of the Agreement
a copy of which is attached hereto as Exhibit10.1. There are no
material relationships between the Company and VitalCare other
than in respect of the Agreement.
Amendment to Dohmen Services Agreement
On November19, 2016, the Company entered into a Fourth Amendment
to the Services Agreement (the Fourth Amendment) by and between
the Company and Dohmen Life Science Services, LLC (DLSS), dated
April5, 2016, as amended (the Services Agreement).
The Fourth Amendment amends the exclusivity of the Services
Agreement to allow the Company to contract with VitalCare to
provide data reporting services to the Company and to purchase,
bill and collect from
certain payers for Carticel and MACI, if approved. The Fourth
Amendment also provides for the mutually agreed upon
development of a process and procedures for certain services by
and between DLSS and VitalCare. Finally, DLSS agrees that all
data, information and reports received to the Fourth Amendment
shall be the Companys confidential information.
The foregoing summary is qualified in its entirety by the text
of the Fourth Amendment, a copy of which is attached hereto as
Exhibit 10.2.
Item 9.01. Exhibits.
(d)Exhibits.
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ExhibitNumber |
|
Description |
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10.1** |
Distribution and Services Agreement by and between |
|
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10.2** |
Fourth Amendment, dated November19, 2016 to Services |
** Filed herewith.
Confidential treatment has been requested as to certain
portions thereto, which portions are omitted and will be filed
separately with the Securities and Exchange Commission.
About Vericel Corporation (NASDAQ:VCEL)
Vericel Corporation, formerly Aastrom Biosciences, Inc., is a commercial-stage biopharmaceutical company dedicated to the identification, development and commercialization of therapies that enable the body to repair and regenerate damaged tissues and organs to restore normal structure and function. The Company operates through the research, product development, manufacture and distribution of patient-specific, expanded cellular therapies for use in the treatment of specific diseases segment. Its autologous cell therapy products include Carticel (autologous cultured chondrocytes), which is an autologous chondrocyte implant for the treatment of cartilage defects in the knee, and Epicel (cultured epidermal autografts), which is a permanent skin replacement for the treatment of patients with deep-dermal or full-thickness burns. The Company is developing MACI, which is a third-generation autologous chondrocyte implant and ixmyelocel-T, which is a patient-specific multicellular therapy. Vericel Corporation (NASDAQ:VCEL) Recent Trading Information
Vericel Corporation (NASDAQ:VCEL) closed its last trading session up +0.10 at 2.45 with 219,632 shares trading hands.