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Subsequent Event
9 Months Ended
Sep. 30, 2016
Subsequent Event  
Subsequent Event

 

10.Subsequent Event

 

License Agreement

 

AstraZeneca — On October 4, 2016, the Company entered into a license agreement (the License Agreement) with AstraZeneca AB, a Swedish corporation (AstraZeneca). Pursuant to the terms of the License Agreement, AstraZeneca granted the Company global exclusive rights for the purpose of developing and commercializing AZD7986 (renamed INS1007 by the Company). INS1007 is a novel oral inhibitor of dipeptidyl peptidase 1 (DPP1). DPP1 is an enzyme that catalyzes the activation of neutrophil serine proteases, which play a key role in pulmonary diseases such as non-cystic fibrosis bronchiectasis.

 

In consideration of the licenses and other rights granted by AstraZeneca, the Company paid an upfront payment of $30.0 million in early November 2016, which will be included as research and development expense in the fourth quarter of 2016. In connection with the upfront payment obligation in the License Agreement, the Company borrowed an additional $20.0 million under the A&R Loan Agreement in early October 2016, as further described in Note 5 - Debt. The Company will make a series of contingent milestone payments totaling up to an additional $85.0 million upon the achievement of clinical development and regulatory filing milestones. If the Company elects to develop INS1007 for a second indication, the Company will make an additional series of contingent milestone payments equal to half of the contingent milestone payments in the preceding sentence. No additional milestone payments are due for any indications beyond the first and second indications. In addition, the Company will pay AstraZeneca tiered royalties ranging from a high single-digit to mid-teen on net sales of any approved product based on INS1007 and one additional payment of $35.0 million upon the first achievement of $1 billion in annual net sales. The License Agreement provides AstraZeneca with the option to negotiate a future agreement with the Company for commercialization of INS1007 in chronic obstructive pulmonary disease or asthma.