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BUSINESS AGREEMENTS
6 Months Ended
Jun. 30, 2013
BUSINESS AGREEMENTS  
BUSINESS AGREEMENTS

C.            BUSINESS AGREEMENTS

 

Hydra Biosciences, Inc.

 

In October, 2009, Cubist entered into a collaboration and license agreement with Hydra Biosciences, Inc., or Hydra, under which the Company provided funding for the research and development of potential therapeutics for the management of pain. In June 2013, the Company entered into an agreement to amend and restate the original collaboration and license agreement with Hydra. Pursuant to the terms of the agreement, each party granted to the other an exclusive license to research, develop, manufacture and commercialize certain Transient Receptor Potential Ankyrin repeat 1, or TRPA1, inhibitor compounds. Cubist retained exclusive rights to CB-625, a compound which was discovered under the research collaboration with Hydra. Cubist made an upfront, non-refundable payment of $15.0 million to Hydra as consideration for the arrangement, which was recorded within research and development expense in the condensed consolidated statement of comprehensive income for the three and six months ended June 30, 2013, as it was not accounted for as a business combination and the asset has no alternative future use.  All potential future milestone payments under the original agreement were eliminated, and both parties agreed to pay low single-digit royalties to the other party for worldwide net sales of its respectively licensed products. The agreement expires upon the later of: (i) the expiration of the last licensed patent claim covering a licensed TRPA1 inhibitor product in any country; or (ii) the last tenth anniversary of the date of the first commercial sale of any licensed TRPA1 inhibitor product in any country, following the cessation of all research, development, manufacturing and commercialization of licensed products by or on behalf of Cubist and Hydra and their affiliates.

 

Astellas Pharma Inc.

 

In connection with the Company’s acquisition of Calixa Therapeutics Inc., or Calixa, in December 2009, Cubist acquired the rights to ceftolozane (formerly known as CXA-101), which Calixa had licensed from Astellas Pharma Inc., or Astellas. In March 2013, the license agreement with Astellas was amended to expand the territory in which Cubist holds the rights to manufacture, market and sell any eventual products that incorporate ceftolozane, including ceftolozane/tazobactam (formerly known as CXA-201), to include the Asia-Pacific and Middle East territories that Astellas had retained under the original agreement. With this amendment, Cubist now owns all worldwide rights to ceftolozane/tazobactam, subject to ongoing milestone and royalty obligations to Astellas. As consideration for these rights, Cubist made a one-time payment of $25.0 million to Astellas in March 2013, which was recorded within research and development expense in the condensed consolidated statement of comprehensive income for the six months ended June 30, 2013, as the acquisition of these rights was not accounted for as a business combination and the asset has no alternative future use.