Attached files
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| EX-10.1 - WINDTREE THERAPEUTICS INC /DE/ | v206728_ex10-1.htm |
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
December 22, 2010
Date of Report (Date of earliest event
reported)
Discovery Laboratories,
Inc.
(Exact name of Registrant as specified
in its charter)
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Delaware
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000-26422
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94-3171943
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(State or other
jurisdiction
of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification
Number)
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2600 Kelly Road, Suite
100
Warrington, Pennsylvania 18976
(Address of principal executive
offices)
(215) 488-9300
(Registrant's telephone number,
including area code)
(Former name or former address, if
changed since last report)
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:
o Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On December 22, 2010, Discovery
Laboratories, Inc. (the “Company”) and Genzyme Pharmaceuticals LLC (“Genzyme”)
entered into a Supply Agreement (the “Supply Agreement”). Pursuant to
the Supply Agreement, Genzyme will provide the Company with
Palmitoyl-oleyl phosphatidylglycerol (POPG) Na LP-04-180, a necessary ingredient (the “Material”)
essential to produce Discovery’s synthetic, peptide-containing pulmonary
surfactant (lucinactant) in liquid, lyophilized or other dosage forms and
including, without limitation, the branded drug product candidates SurfaxinR,
Surfaxin LST, and AerosurfR. The Supply Agreement
contains the general ordering and commercial supply terms and conditions, as
well as the specific economic terms for purchase of the Material, including
price and delivery terms. Subject to earlier termination for
various matters, including material breach, the initial term of the Agreement is
five years, and shall be renewed by the parties automatically for
successive two-year periods unless terminated by either party by written notice
not later than 16 months prior to expiration of the initial term or any
renewal period.
The above
summary of the Supply Agreement is qualified in its entirety by reference to the
Supply Agreement, which is filed as Exhibit 10.1 hereto and is incorporated
herein by reference.
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Item
9.01.
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Financial Statements and Exhibits. | ||
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(c)
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Exhibits:
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10.1
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Supply Agreement dated December
22, 2010 between Discovery Laboratories, Inc, and Genzyme Pharmaceuticals
LLC .1
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1 Exhibit
10.1 has been filed in its redacted form. The Company has requested
confidential treatment with respect to certain portions of Exhibit 10.1 and has
filed the un-redacted portions of the attached exhibit separately with the
Securities and Exchange Commission.
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.
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Discovery Laboratories,
Inc.
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By:
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/s/ W. Thomas Amick | |
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Name: W. Thomas
Amick
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Title: Chairman and Chief
Executive Officer
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Date: December 27,
2010