0001193125-15-029759.txt : 20150202 0001193125-15-029759.hdr.sgml : 20150202 20150202164433 ACCESSION NUMBER: 0001193125-15-029759 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150128 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20150202 DATE AS OF CHANGE: 20150202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNAGEVA BIOPHARMA CORP CENTRAL INDEX KEY: 0000911326 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 561808663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23155 FILM NUMBER: 15567592 BUSINESS ADDRESS: STREET 1: 33 HAYDEN AVE. CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: (781) 357-9900 MAIL ADDRESS: STREET 1: 33 HAYDEN AVE. CITY: LEXINGTON STATE: MA ZIP: 02421 FORMER COMPANY: FORMER CONFORMED NAME: TRIMERIS INC DATE OF NAME CHANGE: 19970516 8-K 1 d864168d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 28, 2015

 

 

SYNAGEVA BIOPHARMA CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   0-23155   56-1808663

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

33 Hayden Avenue

Lexington, MA 02421

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 357-9900

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

On January 28, 2015, Synageva BioPharma Corp. (“Synageva” or “we”) entered into a Commercial Supply Agreement (the “Supply Agreement”) with FUJIFILM Diosynth Biotechnologies U.S.A., Inc. (“Fujifilm”), for the purification of sebelipase alfa drug substance (the “Product”). The Supply Agreement expires on January 28, 2020, unless earlier terminated by either party. The Supply Agreement automatically renews for 2 year periods unless either party provides prior written notice not to renew the agreement.

Under the Supply Agreement, Fujifilm is required to purify, and we are required to purchase, a specified percentage of our annual, external requirements for the Product. The Supply Agreement includes specific minimum and maximum purchase obligations as well as forecasting requirements. In certain circumstances, we may be relieved of our minimum purchase obligations and forecasting requirements. The purchase price for the Product is based upon the volume of the Product that we order, and is subject to periodic adjustments over the term of the Supply Agreement. The Supply Agreement prohibits Fujifilm from supplying the Product for a third party during the term of the Supply Agreement.

The Supply Agreement may be terminated by either party upon: (a) the failure of either party to comply with its material obligations under the Supply Agreement if such failure is not remedied within certain specified time periods; (b) written notice to the other party upon such other party’s bankruptcy or insolvency; or (c) debarment of other party (or, in the case of Fujifilm, an individual involved in services provided by Fujifilm to Synageva). Additionally, we may terminate the Supply Agreement immediately upon written notice due to certain extended force majeure events.

The foregoing is a summary description of certain terms of the Supply Agreement and, by its nature, is incomplete. We will file the Supply Agreement as an exhibit to our Quarterly Report on Form 10-Q for the quarter ending March 31, 2015. All readers are encouraged to read the entire text of the Supply Agreement when it is filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

SYNAGEVA BIOPHARMA CORP.
By:  

/s/ Sanj K. Patel

  Sanj K. Patel
  President and Chief Executive Officer

Date: February 2, 2015