12.5% of the Approval Milestone Payment due on each of the first four anniversaries of FDA approval, (ii) upon first reaching certain cumulative U.S. net sales thresholds, certain sales
milestone payments and (iii) combined tiered, mid-single digit to low-double digit royalties on annual net sales of tavapadon in the United States.
At the time that BC Pinnacle Holdings, LP and the other investor collectively receive an aggregate of approximately $531.3 million (4.25x
of the Total Funding Commitment), our payment obligations under the Funding Agreements will be fully satisfied. We have the option to satisfy our payment obligations to BC Pinnacle Holdings, LP and the other investor upon the earlier of FDA approval
or May 1, 2025, by paying an amount equal to the Total Funding Commitment multiplied by a certain factor (which will initially be 3.00x and will increase over time to a maximum of 4.25x), less amounts previously paid to BC Pinnacle Holdings, LP
and the other investor.
During the term of the Funding Agreements, we will use commercially reasonable efforts to develop and
commercialize tavapadon in the United States, except that, upon the occurrence of certain significant safety, efficacy and regulatory technical failures of the program, or each, a Technical Failure, we will have the right to terminate the
development of tavapadon and, upon such termination, will not be obligated to make any payments to BC Pinnacle Holdings, LP and the other investor. If we suspend or terminate the development of tavapadon or fail to perform certain diligence
obligations for any reason other than a Technical Failure, we will pay BC Pinnacle Holdings, LP and the other investor a combined amount equal to the total amount funded by BC Pinnacle Holdings, LP and the other investor up to the date of
termination, plus 12% interest compounded annually.
The foregoing are not, and do not purport to be, complete descriptions of the Pfizer
License Agreement, the Registration and Shareholder Rights Agreement and the Funding Agreements, as applicable, and are subject to, and qualified by, the full text of such agreements, as applicable, each of which agreements has been filed with the
SEC.
Policies and Procedures for Related Person Transactions
Our board of directors has adopted a written policy with respect to related person transactions, setting forth the policies and procedures for
the review and approval or ratification of related person transactions.
For purposes of the policy, a related person
transaction is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds or will exceed $120,000, and in which any related person had, has or will
have a direct or indirect material interest. A related person means:
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any person who is, or at any time during the applicable period was, one of our executive officers or one of our
directors or director nominees; |
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any person who is known by us to be the beneficial owner of more than 5% of our voting stock;
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any immediate family member of any of the foregoing persons; and |
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any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a
similar position or in which such person has a 10% or greater beneficial ownership interest. |
An immediate family
member means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law
or any other person (other than a tenant or employee) sharing the household of the related person (as defined above).
Under the policy,
the audit committee of our board of directors must review in advance, the material facts of all related person transactions. If advance review by our audit committee is not feasible, then the related person transaction must be reviewed at the audit
committees next regularly scheduled meeting. In reviewing any related
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