XML 17 R8.htm IDEA: XBRL DOCUMENT v2.4.0.6
Royalty Agreement
3 Months Ended
Mar. 31, 2012
Royalty Agreement [Abstract]  
Royalty Agreement

4. Royalty Agreement

On March 29, 2012, the Company entered into a Revenue Participation Agreement (the "Royalty Agreement"), with RPI Finance Trust ("RPI"), an entity related to Royalty Pharma, under which RPI may acquire a revenue participation right (the "Revenue Participation Right"), for $25.0 million. RPI will be obligated to purchase the Revenue Participation Right if, following the interim efficacy analysis of data from the VALOR trial, the independent data and safety monitoring board ("DSMB"), recommends that the Company undertake a one-time 225 patient increase in sample size for the VALOR trial, or terminates the VALOR trial for efficacy, and the Company follows such recommendation. If the DSMB recommends that the Company continue the VALOR trial with the planned sample size of 450 patients, RPI will have the option to purchase the Revenue Participation Right following unblinding of the VALOR trial.

The applicable Revenue Participation Right payments are determined as follows: (a) if the DSMB recommends a stop for efficacy at the interim analysis, 3.6% of net sales; (b) if RPI exercises its option following continuation of the VALOR trial as planned, 3.6% of net sales; or (c) if the DSMB recommends a one-time increase in enrollment of the VALOR trial at the interim analysis, 6.75% of net sales. Revenue Participation Right payments will be made to RPI on a product-by-product and country-by-country basis world-wide through the later of: (i) the expiration of the last to expire of certain specifically identified patents, (ii) 10 years from the date of first commercial sale of such product in such country; or (iii) the expiration of all applicable periods of data, market or other regulatory exclusivity in such country with respect to such product.

In conjunction with the entry into the Royalty Agreement, the Company issued two five-year warrants to RPI, each to purchase 1,000,000 shares of the Company's common stock, at exercise prices of $3.48 and $4.64 per share, respectively. RPI has the right to exercise the warrants only if the DSMB recommends that the Company expands enrollment of the VALOR trial, and the Company follows such recommendation. If the DSMB issues any other recommendation, the warrants will terminate.

If, following the purchase of the Revenue Participation Right by RPI, the Company fails to make payments due to RPI under the Royalty Agreement in a timely manner, RPI may require the Company to repurchase the Revenue Participation Right. Additionally, as collateral for these payments, the Company agreed to grant RPI a security interest in certain of the Company's assets, including the Company's intellectual property related to vosaroxin. The security interest will be granted at the time of any purchase of the Revenue Participation Right but may only be perfected following first product approval in any country or territory. The security interest will be released upon the satisfaction of certain conditions specified in the Agreement. In connection with the entry into the Royalty Agreement, the Company amended its Loan and Security Agreement, dated October 18, 2011 (the "Loan Agreement"), with Oxford Finance LLC, Silicon Valley Bank and Horizon Technology Finance Corporation (collectively, the "Lenders") (see Note 5), to permit the grant of the security interest to RPI, and to concurrently grant to the Lenders a security interest in the same assets, which may also be perfected following the first product approval in any country or territory, to secure our obligations under the Loan Agreement. The Lenders will retain a senior position to the RPI security interest for so long as any indebtedness under the Loan Agreement remains outstanding.

RPI may terminate the Royalty Agreement without purchasing the Revenue Participation Right if the interim analysis of the VALOR trial is not completed by the end of 2012 or if the DSMB does not issue its recommendation by such date. In addition, the Royalty Agreement will terminate automatically if the DSMB recommends that the Company terminate the VALOR trial for futility. If RPI purchases the Revenue Participation Right, the Royalty Agreement will automatically terminate after all payment obligations to RPI have been satisfied.