Item 1.01
Entry into a Material Definitive Agreement.
On June 28, 2018, Napo Pharmaceuticals, Inc. (Napo), a wholly-owned subsidiary of Jaguar Health, Inc. (the Company), entered into a definitive co-promotion agreement (the Agreement) with RedHill Biopharma Ltd. (RedHill), a specialty biopharmaceutical company primarily focused on late clinical-stage development and commercialization of proprietary drugs for gastrointestinal (GI) diseases, pursuant to which Napo granted RedHill the exclusive right to co-promote Mytesi, Napos FDA-approved drug, to certain gastroenterologists and primary care physicians in the United States for the current approved indication of Mytesi.
In consideration for RedHills services, Napo will pay RedHill a specified amount per unit of product dispensed. The Agreement specifies that Napo will grant RedHill a royalty-free right to use trademarks and copyrights relating to the Mytesi in connection with the promotion of Mytesi in the United States. The Agreement also contains provisions regarding payment terms, confidentiality and indemnification, as well as other customary provisions.
The co-promotion of Mytesi in the United States pursuant to the terms of the Agreement will be supervised and managed by a joint promotion committee composed of representatives from Napo and RedHill. Among other things, the committee is responsible for monitoring compliance with the Agreement and the promotion plan and discussing the overall strategy for the marketing, promotion and sale of Mytesi in the United States.
The Agreement expires on December 28, 2018 unless extended by mutual agreement. The Agreement may be terminated by RedHill for convenience, in whole or in part, at any time upon 30 days prior written notice to Napo. The Agreement may also be terminated by either party (i) for the other partys material breach or violation of law, where such breach or violation is not cured within the timeframe specified by the agreement, (ii) upon the bankruptcy, insolvency or dissolution of the other party, or (iii) upon the occurrence of a state or federal agency or administrative action due to any act or omission of the other party. Upon expiration of the term of the Agreement or termination by either party, all rights granted to RedHill under the Agreement will automatically terminated and revert to Napo.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ending June 30, 2018, portions of which will be subject to a FOIA Confidential Treatment Request to the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The omitted material will be included in the request for confidential treatment.
On June 28, 2018, the Company issued a press release announcing the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this report.