Navidea Biopharmaceuticals to Present..CAH Lymphoseek sales running at $44 mm year in NA..deut | NAVB Message Board Posts

Navidea Biopharmaceuticals, Inc.

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Msg  30592 of 30635  at  9/9/2019 9:24:15 PM  by

moneyonomics

The following message was updated on 9/9/2019 9:33:46 PM.

 In response to msg 30590 by  deut8:18
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Re: Navidea Biopharmaceuticals to Present..CAH Lymphoseek sales running at $44 mm year in NA..deut

  
FIRAC lays it out in post below (contingency payments were bought out in early 2018 by CAH) so only would be on milestones up to $75mm to March 2027
 
 
 
 
 

Milestone Payments


                              (A)      $10,000,000 payable after the first Fiscal Year in which the

      Annual Sales exceed $100,000,000;

 

(B)       $15,000,000 payable after the first Fiscal Year in which the

      Annual Sales exceed $200,000,000;

 

(C)       $20,000,000 payable after the first Fiscal Year in which the

      Annual Sales exceed $300,000,000;

 

(D)      $25,000,000 payable after the first Fiscal Year in which the

      Annual Sales exceed $400,000,000.

 

Cah agreement March  2027
 
 On March 3, 2017, pursuant to the Purchase Agreement, the Company completed its previously announced sale to Cardinal Health 414 of its assets used, held for use, or intended to be used in operating its business of developing, manufacturing and commercializing a product used for lymphatic mapping, lymph node biopsy, and the diagnosis of metastatic spread to lymph nodes for staging of cancer (the “Business”), including the Company’s radioactive diagnostic agent marketed under the Lymphoseek® trademark for current approved indications by the U.S. Food and Drug Administration (“FDA”) and similar indications approved by the FDA in the future (the “Product”), in Canada, Mexico and the United States (the “Territory”) (giving effect to the License-Back described below and excluding certain assets specifically retained by the Company) (the “Asset Sale”). Such assets sold in the Asset Sale consist primarily of, without limitation, (i) intellectual property used in or reasonably necessary for the conduct of the Business, (ii) inventory of, and customer, distribution, and product manufacturing agreements related to, the Business, (iii) all product registrations related to the Product, including the new drug application approved by the FDA for the Product and all regulatory submissions in the United States that have been made with respect to the Product and all Health Canada regulatory submissions and, in each case, all files and records related thereto, (iv) all related clinical trials and clinical trial authorizations and all files and records related thereto, and (v) all right, title and interest in and to the Product, as specified in the Purchase Agreement (the “Acquired Assets”).

In exchange for the Acquired Assets, Cardinal Health 414 (i) made a cash payment to the Company at closing of approximately $80.6 million after adjustments based on inventory being transferred and an advance of $3 million of guaranteed earnout payments as part of the CRG settlement described in Item 1.01 above, (ii) assumed certain liabilities of the Company associated with the Product as specified in the Purchase Agreement, and (iii) agreed to make periodic earnout payments (to consist of contingent payments and milestone payments which, if paid, will be treated as additional purchase price) to the Company based on net sales derived from the purchased Product subject, in each case, to Cardinal Health 414’s right to off-set. In no event will the sum of all earnout payments, as further described in the Purchase Agreement, exceed $230 million over a period of ten years, of which $20.1 million are guaranteed payments for the three years immediately after closing of the Asset Sale. At the closing of the Asset Sale, $3 million of such earnout payments were advanced by Cardinal Health 414 to the Company, and paid to CRG as part of the Deposit Amount paid to CRG described in Item 1.01 above.

 

 


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30593 Re: Navidea Biopharmaceuticals to Present..CAH Lymphoseek sales running at $44 mm year in NA..deut RGIII 3 9/10/2019 9:53:24 AM


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