| Item 1.01 | Entry into a Material Definitive Agreement |
Aerpio Pharmaceuticals, Inc. (the “Company”, “we” or “us”) entered into an Amendment No. 1 (the “Amendment”) to the License Agreement (the “Agreement”) with a wholly-owned subsidiary of Gossamer Bio, Inc. (including its affiliates, “Gossamer”), effective on May 11, 2020, which amended the License Agreement entered into by such parties on June 24, 2018. Pursuant to the Agreement, the Company has granted Gossamer an exclusive, sublicensable license to develop andcommercialize AKB-4924 (re-designated GB004) and other structurally related products worldwide. As described in greater detail below, the Amendment modified certain economic terms contained in the original Agreement. The summary below supersedes the description of such certain economic terms of the original Agreement contained in the Company’s Current Report on Form8-K, filed with the Securities and Exchange Commission on June 25, 2018 (FileNo. 000-53057). Other than as modified by the Amendment, all other terms of the original Agreement remain unchanged.
As required by the Amendment, Gossamer made aone-time payment to us of $15.0 million on the effective date of the Amendment. Under the Agreement, as amended, we are also eligible to receive up to $40.0 million in approval milestone payments related to indications in ulcerative colitis and Crohn’s disease, and up to $50.0 million in sales milestone payments. Under the Agreement, as amended, we are also eligible to receive tiered royalties on sales of licensed products at percentages ranging from the low to mid single digits, subject to certain customary reductions. In addition, under Section 6.4 of the original Agreement, we may continue to elect, under certain circumstances, in lieu of receiving the foregoing milestone payments and royalties, to receive 20% of the payments received by Gossamer and its stockholders (with some exclusions) in connection with Gossamer’s grant of a sublicense or other rights to the licensed products or if Gossamer undergoes a change of control and the value of the transaction exceeds a certain value (provided that Gossamer can prevent the Company from exercising this option if the parent company of Gossamer is the entity undergoing the change of control, in which case each of the royalty rate percentages described above would automatically be increased by low single digits). Conversely, the Company could be required to accept such 20% of those payments, if Gossamer agrees to pay the Company a certain minimum upon Gossamer and its stockholders being paid. Such amount may be reduced if the subject transaction includes pharmaceutical candidates or products or other named asset categories in addition to the licensed products.
The foregoing description of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form8-K. The original Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form8-K, filed with the Securities and Exchange Commission on June 25, 2018 (FileNo. 000-53057).
On May 12, 2020, the Company issued a press release announcing its entry into the Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| * | Certain confidential portions of this exhibit (indicated by brackets and asterisks) have been omitted from this exhibit. |
