JNP Juniper Pharmaceuticals, Inc. (delisted)

Item 1.01. Entry Into a Material Agreement

On January 7, 2018, Juniper Pharmaceuticals, Inc. (the “Company”) entered into a new supply agreement (the “New Supply Agreement”) with Ares Trading S.A. (an affiliate of Merck KGaA) for the sale of CRINONE (progesterone vaginal gel containing progesterone in a concentration of 8.0%) in all territories outside the United States during the period commencing after the expiration of the existing supply agreement (which now expires on June 30, 2020) through December 31, 2024. The terms of the existing supply agreement will remain in effect until June 30, 2020.

Under the terms of the New Supply Agreement, the Company will sell CRINONE to Merck KGaA at specified prices, subject to adjustment on an annual basis, based on applicable product configurations, expected sales volumes, changes in the consumer price index and other factors. The New Supply Agreement includes guaranteed product unit volumes for each calendar year commencing in 2021. Under the New Supply Agreement, the Company will seek to expand the production capacity of the supply chain in order to satisfy expected demand during the applicable time periods.

Consistent with the terms of the existing supply agreement, the New Supply Agreement requires Merck KGaA to provide a rolling 18-month forecast of its CRINONE requirements on a county-by-country basis. The first four months of each forecast are considered firm orders. Merck KGaA will be solely responsible for all market authorizations in the applicable territories. During the term of the New Supply Agreement, the Company has agreed not to manufacture or sell to another party outside the United States any vaginal gel product containing progesterone, and Merck KGaA has agreed to purchase its entire requirement of CRINONE from the Company, subject to certain exceptions. The New Supply Agreement includes customary indemnification provisions pursuant to which the Company agrees to indemnify Merck KGaA for third party claims arising out of the Company’s failure to comply with the agreement or to supply CRINONE in accordance with the applicable specifications.

Unless earlier terminated, the New Supply Agreement covers the supply of CRINONE for the period commencing July 1, 2020 through December 31, 2024. The New Supply Agreement may be terminated by mutual agreement or by either party in the event of a material breach or in the event of a party’s insolvency.

The Company expects to file the New Supply Agreement as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending March 31, 2018. The foregoing description of the New Supply Agreement is qualified in its entirety by reference to the complete text of such agreement when filed.