Exhibit 10.3
AMENDED AND RESTATED DEVELOPMENT AND COMMERCIALIZATION FUNDING AGREEMENT
This Amended and Restated Development and Commercialization Funding Agreement (this “Agreement”), made effective as of May 4, 2023 (the “Effective Date”), is by and between Reata Pharmaceuticals Inc., a Delaware corporation (“Reata”), and BXLS V – River L.P. (together with its successors and assigns, “BXLS”), a limited partnership organized and existing under the laws of Delaware (each, a “Party” and collectively, the “Parties”).
WHEREAS, the Parties entered into that certain Development and Commercialization Funding Agreement, dated as June 10, 2020 (the “Existing Agreement”), pursuant to which, among other things, BXLS provided financing to Reata for the development and commercialization of Bardoxolone in exchange for certain royalties in respect of Bardoxolone sales.
WHEREAS, it is the intent of the parties hereto that, with respect to all obligations (including the Reata Obligations (as defined in the Existing Agreement)) and liabilities of the parties under the Existing Agreement, that this Agreement amend and restate in its entirety the Existing Agreement and re-evidence and re-state all obligations and liabilities as between Reata and BXLS.
WHEREAS, in connection with the amendment and restatement of the Existing Agreement, all liens and guarantees granted to BXLS under or in connection with the Existing Agreement (including in accordance with Section 7.2 thereof) shall be released and terminated.
NOW THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
DEFINITIONS
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The transfer of Product by Reata or one of its Affiliates or (sub)licensees to another Affiliate or (sub)licensee shall not be considered a Net Sale, unless any such (sub)licensee is the end user of the Product.
For the avoidance of doubt, the following shall not result in Net Sales: (i) the disposal of Product for or use of Product in Clinical Trials or under compassionate use, patient assistance, named patient or test marketing programs or non-registrational studies, or other similar programs or studies or testing, (ii) the donation by a Reata, its Affiliates, or (sub)licensees to non-profit institutions or government agencies for a non-commercial purpose, and (iii) the use of a Product by a Party, its Affiliates, or (sub)licensees for Development purposes.
If a Product is sold as a Combination Product, then Net Sales of the Product will be determined on a country-by-country basis by multiplying the actual Net Sales of the Combination Product in the applicable period, by the fraction A/(A+B), where A is the average per unit sale price of the applicable Product when sold separately as a standalone product in finished form in the country in which the Combination Product is sold and B is the average aggregate per unit sale price of the other active ingredients contained in the Combination Product when sold separately as standalone products in finished form in the country in which the Combination Product is sold, in each case during the applicable reporting period or, if sales of stand-alone Product did not occur in such period, then in the most recent reporting period in which arm’s length fair market sales of such Product occurred. If such average sale price cannot be determined for the stand-alone Products or the other products, Net Sales for the purposes of determining royalty payments shall be mutually agreed upon by the Parties based on the relative value contributed by each component.
Notwithstanding the foregoing, in the event that the Selling Party is any party other than Reata or its Affiliates, the Net Sales (including Combination Product allocations in connection with such Net Sales) will be calculated based on the corresponding definition of net sales in the applicable license agreement permitting such sales, provided that such definition is commercially reasonable, but subject to challenge by BXLS pursuant to Section 6.8.
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[Reserved]
[reserved]
[reserved]
[Reserved]
PAYMENTS TO BXLS
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SECURITY INTEREST
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[reserved]
[reserved]
CONFIDENTIAL INFORMATION
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In any event, each Party agrees to take all reasonable action to avoid unauthorized use or disclosure of Confidential Information of the other Party hereunder.
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[Reserved]
INDEMNIFICATION AND INSURANCE
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12.3 Insurance. Reata will be responsible for maintaining product liability insurance related to the Commercialization of the Product at its expense.
REPRESENTATIONS AND WARRANTIES
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TERM AND TERMINATION
MISCELLANEOUS
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Reata Pharmaceuticals, Inc.
5320 Legacy Drive
Plano, TX 75024
Attention: Chief Operating Officer
email: manmeet.soni@reatapharma.com
with copies to:
Reata Pharmaceuticals, Inc.
5320 Legacy Drive
Plano, TX 75024
Attention: Chief Legal Officer
email: mike.wortley@reatapharma.com
Cooley LLP
101 California Street, 5th Floor
San Francisco, MA 94111-5800
Attention: Mischi a Marca
email: gmamarca@cooley.com
BXLS V – River L.P.
c/o Blackstone Life Sciences
314 Main Street, 15th Floor
Cambridge, MA 02139
Attention: [***]
email: [***]
with copies to:
Blackstone Life Sciences – Legal Department
314 Main Street, 15th Floor
Cambridge, MA 02139
Attention: [***]
email: [***]
Orrick, Herrington & Sutcliffe LLP
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1000 Marsh Road
Menlo Park, CA 94025
Attention: Michael O’Donnell
email: mike.odonnell@orrick.com
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[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties, intending to be legally bound hereby, have caused this Agreement to be executed in duplicate by their duly authorized representatives as of the Effective Date.
REATA PHARMACEUTICALS, INC.
By: /s/ Manmeet S. Soni
Name: Manmeet S. Soni
Title: Chief Financial Officer
IN WITNESS WHEREOF, the Parties, intending to be legally bound hereby, have caused this Agreement to be executed in duplicate by their duly authorized representatives as of the Effective Date.
BXLS V – RIVER L.P.
By: Blackstone Life Sciences Advisors L.L.C. on behalf of BXLS V – River L.P.
By: [***]
Name: [***]
Title: Authorized Person
Reata Confidential[Amended and Restated Development Funding Agreement]
EXHIBIT AND SCHEDULE LIST
Exhibit A: Product Description
Exhibit B: Executive Officers
Exhibit C: Projected Revenues
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Exhibit A Product Description
[IUPAC name: N-((4aS,6aR,6bS,8aR,12aS,14aR,14bS)-1 1-cyano-2,2,6a,6b,9,9,12a-heptamethyl-10,14-dioxo-1,2,3,4,4a,5,6,6a,6b,7,8,8a,9,10,12a,14,14a,14b- octadecahydropicen-4a-yl)-2,2-difluoropropanamide]
[IUPAC name: methyl (4aS,6aR,6bS,8aR,12aS,14aR,14bS)-11-cyano-2,2,6a,6b,9,9,12a-heptamethyl-10,14-dioxo-1,2,3,4,4a,5,6,6a,6b,7,8,8a,9,10,12a,14,14a,14b-octadecahydropicene-4a-carboxylate]
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Exhibit B Executive Officers
Reata:
BXLS:
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Exhibit C Projected Revenues
(all amounts in millions of US Dollars)
[***]
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