UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
On December 27, 2023, MannKind Corporation (the “Company”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Sagard Healthcare Funding Partners Borrower 2 SPE, LP (“Sagard”) for the sale to Sagard of a 1% royalty on global net sales of Tyvaso DPI® (treprostinil) inhalation powder (“Tyvaso DPI”) occurring on and after October 1, 2023 through December 31, 2042 under the Company’s License and Collaboration Agreement dated as of September 3, 2018, as amended (the “License Agreement”), with United Therapeutics Corporation. The Company will retain a 9% royalty on such sales.
In consideration for the sale, Sagard paid the Company $150 million, less certain legal expenses, and the Company is entitled to receive from Sagard a milestone payment as follows:
(i) $50 million in the event that trailing 12-month net sales of Tyvaso DPI equal or exceed $1.9 billion on or before December 31, 2026; or
(ii) if the foregoing milestone event does not occur, $45 million in the event that trailing 12-month net sales of Tyvaso DPI equal or exceed $2.3 billion on or before September 30, 2027.
In the event that the conditions for the milestone payment are not met, then the Company will not receive a milestone payment and Sagard will not be entitled to any portion of the royalties payable to MannKind for net sales of Tyvaso DPI in excess of $3.5 billion in any calendar year.
The Purchase Agreement contains customary representations, warranties and agreements by the Company and Sagard, indemnification obligations of the parties and other obligations of the parties.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached as Exhibit 99.1 to this report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1# | Purchase and Sale Agreement, dated December 27, 2023, by and between MannKind Corporation and Sagard Healthcare Funding Partners Borrower 2 SPE, LP | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |
| # | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MannKind Corporation | ||||||
| Date: January 2, 2024 | By: | /s/ David Thomson, Ph.D., J.D. | ||||
| Name: | David Thomson, Ph.D., J.D. | |||||
| Title: | Executive Vice President, General Counsel and | |||||
| Secretary | ||||||