CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The following is a description of transactions since January 1, 2017 to which we have been a party, in which the amount involved exceeds $120,000 and in
which any of our directors, executive officers or holders of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.
Private Placement Transaction
In August 2017, we issued
and sold an aggregate of 6,556,116 shares of common stock to
V-Sciences
Investments Pte Ltd, a private limited Singapore company (Temasek), in a private placement transaction at an offering price
of $11.4397 per share for gross proceeds of $75.0 million. Pursuant to the stock purchase agreement, Temasek may purchase additional shares of common stock equal to gross proceeds of $75.0 million, subject to certain conditions. On
September 22, 2017, we filed a registration statement with the SEC registering the resale of the common stock sold and issued in the private placement transaction as of August 2017, and it was declared effective with the SEC on October 16,
2017.
Temasek became a holder of more than 5% of our capital stock as a result of the private placement.
Convertible Notes Offering
In February 2016, we issued
and sold in a private placement $100.0 million aggregate principal amount of our 8.2% Convertible Senior Notes due 2022 (the Convertible Notes). Healthcare Royalty Partners III, L.P., purchased $75.0 million in aggregate
principal amount of the Convertible Notes, and the remaining $25 million in aggregate principal amount was purchased by three related party investors, KKR Biosimilar L.P., MX II Associates LLC, and KMG Capital Partners, LLC. Ali J. Satvat,
who is a member of our Board of Directors, is an executive of Kohlberg Kravis Roberts & Co. L.P. (KKR) and KKR Biosimilar L.P. is an entity affiliated with KKR. August J. Troendle, M.D., who was a member of our Board of
Directors until March 2018, when he voluntarily resigned from the Board of Directors, is the Managing Member of MX II Associates, LLC. Mats Wahlström, who is a member of our Board of Directors, is the Chief Executive Officer and Chairman
of KMG Capital Partners, LLC.
The Convertible Notes bear interest at a fixed coupon rate of 8.2% per annum payable quarterly in arrears on March 31,
June 30, September 30 and December 31 of each year, which commenced on March 31, 2016, and mature on March 31, 2022, unless earlier converted, redeemed or repurchased. If we fail to satisfy certain registration or reporting
requirements, then additional interest will accrue on the Convertible Notes at a rate of up to 0.50% per annum in the aggregate. The Convertible Notes also bear a premium of 9.0% of their principal amount, which is payable when the Convertible Notes
mature or are repurchased or redeemed by us.
During fiscal year 2017, the largest balance of the aggregate principal amounts outstanding of the
Convertible Notes were $20.0 million, $4.0 million, and $1.0 million for KKR Biosimilar L.P., MX II Associates LLC, and KMG Capital Partners, LLC, respectively. As of April 2, 2018, the aggregate principal amounts outstanding of
the Convertible Notes were $20.0 million, $4.0 million, and $1.0 million for KKR Biosimilar L.P., MX II Associates LLC, and KMG Capital Partners, LLC, respectively. During fiscal year 2017, we paid interest expense on the Convertible
Notes to KKR Biosimilar L.P., MX II Associates LLC, and KMG Capital Partners, LLC in the amounts of $1.6 million, $0.3 million and $0.1 million, respectively. Since March 31, 2016, we paid interest expense on the Convertible
Notes to KKR Biosimilar L.P., MX II Associates LLC, and KMG Capital Partners, LLC in the amounts of $3.0 million, $0.6 million and $0.2 million, respectively.
Medpace, Inc. Master Services Agreement
In January 2012,
we entered into a Master Services Agreement with Medpace, Inc., or Medpace, a contract research organization, or CRO, under which we engage Medpace to perform certain CRO services related to the
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