UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
FORM 8-K
________________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
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Item 1.01 Entry into a Material Definitive Agreement.
On September 30, 2020, Retrophin, Inc. (the “Company”) entered into a Master Manufacturing Supply Agreement (the “Supply Agreement”) with STA Pharmaceutical Hong Kong Limited, a subsidiary of WuXi AppTec (“WuXi STA”), pursuant to which the parties will enter into one or more purchase orders under which WuXi STA agrees to manufacture, and the Company agrees to purchase from WuXi STA, commercial quantities of the active pharmaceutical ingredient (“API”) for sparsentan, the Company’s investigational product candidate currently in Phase 3 clinical development. Subject to certain conditions, the Supply Agreement provides that the Company purchase from WuXi STA a minimum percentage of its annual requirements for sparsentan API, but the Company is not obligated to use WuXi STA as its sole supplier of sparsentan API.
The initial term of the Supply Agreement began on September 30, 2020 and will continue for five years, with an automatic two-year extension in favor of the Company. Thereafter, the Supply Agreement will automatically renew for successive two-year terms, unless WuXi STA provides 24 months’ advance written notice of termination. The Company has the right to terminate the Supply Agreement at will at any time upon 12 months’ advance written notice, provided that any then-open purchase orders will remain in effect and be binding on both parties. Additionally, each party may terminate the Supply Agreement upon uncured material breach thereof by the other party or upon the other party’s insolvency or bankruptcy.
The foregoing description is only a summary of certain provisions of the Supply Agreement and is qualified in its entirety by the terms of the Supply Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.
ITEM 9.01 Financial Statements and Exhibits.
(d)
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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.
| RETROPHIN, INC. | ||||||||||||||||||||||||||
Dated: October 6, 2020 | By: | /s/ Elizabeth E. Reed | ||||||||||||||||||||||||
| Name: | Elizabeth E. Reed | |||||||||||||||||||||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||||||||||||||||||||