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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2014
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of incorporation
or organization)
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13-3831168
(I.R.S. Employer Identification No.)
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420 Saw Mill River Road, Ardsley, New York
(Address of principal executive offices)
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10502
(Zip Code)
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Registrant’s telephone number, including area code:
(914) 347-4300
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on
which registered
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Common Stock $0.001 par value
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NASDAQ Global Market
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Securities registered pursuant to Section 12(g) of the Act: None
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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·
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Continue to make disciplined investments in growing sales of Ampyra.
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·
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Progress our Phase 3 clinical trial of CVT-301 for the treatment of OFF episodes in Parkinson’s disease.
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Progress our
Phase 3 clinical trial that is assessing the use of dalfampridine as a treatment for chronic post-stroke walking deficits
(PSWD)
after experiencing an ischemic stroke, and
continue efforts with external partners to develop a new QD formulation that could be included in future post-stroke studies.
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Complete our discussions and reach agreement with the FDA regarding the requirements for re-submission of the Plumiaz NDA, and begin the clinical work that will be necessary for re-submission.
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Complete our Phase 1 clinical trial of
cimaglermin alfa (previously referred to as
GGF2), our lead product candidate for our neuregulin program.
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Advance clinical development of rHIgM22 for MS by initiating a second Phase 1 trial.
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Initiate a Phase 1 clinical trial of CVT-427, an inhaled triptan intended to provide relief from acute migraine episodes using our ARCUS pulmonary delivery technology.
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Expand our pipeline through potential in-licensing and/or acquisition of neurology and/or other specialty products and technologies, focusing on late stage/near commercial or commercial products. We will also consider earlier-stage programs based on compelling science and the potential to address significant unmet medical needs
.
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Commercial Products
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Indication
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Status
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Marketing Rights
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|||
Ampyra
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MS
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FDA-approved and marketed in the U.S.
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Acorda (U.S.)
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Fampyra
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MS
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Approved in a number of countries across Europe, Asia and the Americas
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Biogen Idec (outside U.S.)
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Zanaflex Capsules and an authorized generic version of the capsules
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Spasticity
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FDA-approved
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Acorda (U.S.); authorized generic marketed by Actavis/Watson Pharma
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Zanaflex tablets
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Spasticity
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FDA-approved
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Acorda (U.S.)
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Qutenza
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Post Herpetic Neuralgia
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FDA-approved
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Acorda (U.S.
Canada, Latin America and certain other countries
)
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Research and Development Programs
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Proposed Therapeutic Area(s)
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Stage of Development
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Marketing Rights
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CVT-301
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OFF episodes of Parkinson’s disease
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Phase 3 clinical trial ongoing
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Acorda/Worldwide
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Dalfampridine
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Chronic post-stroke deficits
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Phase 3 clinical trial ongoing
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Acorda/Worldwide (contract governs Biogen ex-U.S. option)
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Plumiaz
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Seizure Clusters/Acute Repetitive Seizures
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NDA to be re-submitted to the FDA
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Acorda/Worldwide (excluding certain Asian countries)
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Neuregulin Program
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Heart failure*
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cimaglermin alfa (previously
GGF2) Phase 1b clinical trial ongoing
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Acorda/Worldwide
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Remyelinating Antibodies Program
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MS
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Phase 1; protocol for next Phase 1 clinical trial of rHIgM22 under development
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Acorda/Worldwide
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CVT-427
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Migraines
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Pre-IND; Phase 1 clinical trial preparations underway
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Acorda/Worldwide
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Chondroitinase Program
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Spinal cord injury
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Research
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Acorda/Worldwide
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NP-1998
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No current plans for development
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Phase 3, but no current plans for development
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Acorda (U.S. Canada, Latin America and certain other countries)
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·
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We have a mutual, exclusive cross license and coordination agreement with Astellas Pharma Europe Ltd., which we entered into in connection with our acquisition of Qutenza and NP-1998, pursuant to which the parties may share certain data and may collaborate and/or share costs of future clinical trials relating to these products.
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·
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We have an exclusive, worldwide license from the Canadian Spinal Research Organization for specified patents and know-how relating to the use of dalfampridine in the reduction of chronic pain and spasticity in a spinal cord injured subject.
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We have an exclusive, worldwide license from Cambridge Enterprise Limited (formerly Cambridge University Technical Services Limited) and King's College London to specified patents and patent applications for products related to enzymatic methods, including chondroitinase, of treating CNS disorders. Under the same license, we also have non-exclusive rights to these patents and patent applications for products related to small molecule inhibitors for use in treating CNS disorders.
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We have an exclusive, worldwide license from the Mayo Foundation for Education and Research, or Mayo Clinic, to specified patents, patent applications, and other intellectual property on certain antibodies relating to our research on the therapeutic use of these antibodies, specifically myelination and remyelination in MS and SCI.
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We have an exclusive, worldwide sublicense from Paion AG (formerly CeNeS Pharmaceuticals plc) to certain patents, patent applications and know-how relating to
cimaglermin alfa, which we previously referred to as GGF2,
or fragments thereof and non-protein products developed through the use of material covered by a valid claim in the patents. The license to these patents and the right to sub-license these patents were granted to Paion by the Ludwig Institute for Cancer Research. We also have an exclusive, worldwide sublicense from Paion to certain Paion patents, patent applications, and know-how relating to the neuregulin growth factor gene NRG-2.
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We have a license from Brigham and Women’s Hospital, Inc., or Brigham, acting on its own behalf and on behalf of Beth Israel Deaconess Medical Center, or Beth Israel, to patent rights relating to the use of
cimaglermin
in the treatment of congestive heart failure. Our rights in the U.S. are co-exclusive, with Brigham and Beth Israel having retained rights for internal research, clinical, and education purposes, and our rights outside the U.S are exclusive.
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·
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The first is U.S. Patent No. 8,007,826, with claims relating to methods to improve walking in patients with MS by administering 10 mg of sustained release 4-aminopyridine (dalfampridine) twice daily. Based on the final patent term adjustment calculation of the United States Patent and Trademark Office, or USPTO, this patent will extend into 2027.
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·
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The second is U.S. Patent No. 5,540,938 (“the ‘938 patent”), the claims of which relate to methods for treating a neurological disease, such as MS, and cover the use of a sustained release dalfampridine formulation, such as AMPYRA (dalfampridine) Extended Release Tablets, 10 mg for improving walking in people with MS. In April 2013, the ‘938 patent received a five year patent term extension under the patent restoration provisions of the Hatch Waxman Act. With a five year patent term extension, the ‘938 patent will expire in 2018.
We have an exclusive license to this patent from Alkermes (originally with Elan, but transferred to Alkermes as part of its acquisition of Elan’s Drug Technologies business).
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The third, which issued in January 2013, is U.S. Patent No. 8,354,437, which includes claims relating to methods to improve walking, increase walking speed, and treat walking disability in patients with MS by administering 10 mg of sustained release 4-aminopyridine (dalfampridine) twice daily. This patent is set to expire in 2026.
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The fourth, which issued in May 2013, is U.S. Patent No. 8,440,703, which includes claims directed to methods of improving lower extremity function and walking and increasing walking speed in patients with MS by administering less than 15 mg of sustained release 4-aminopyridine (dalfampridine) twice daily. This patent is set to expire in 2025.
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The fifth, which issued in March of 2014, is U.S. Patent No. 8,663,685 with claims relating to methods to improve walking in patients with MS by administering 10 mg of sustained release 4-aminopyridine (dalfampridine) twice daily. Absent patent term adjustment, the patent is set to expire in 2025.
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preclinical laboratory and animal tests;
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submission to the FDA of an Investigational New Drug, or IND, application, which must become effective before human clinical trials may begin;
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completion of adequate and well-controlled human clinical trials to establish the safety and efficacy of the proposed drug, or the safety, purity, and potency of the proposed biologic, for each intended use;
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FDA review of whether each facility in which the product is manufactured, processed, packed or held meets standards designed to assure the product's identity, strength, quality, and purity; and
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submission and FDA approval of a New Drug Application, or NDA, in the case of a drug, or a Biologics License Application, or BLA, in the case of a biologic, containing preclinical and clinical data, proposed labeling, information to demonstrate that the product will be manufactured to appropriate standards, and other required information.
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·
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Phase 1.
The drug is initially administered into healthy human subjects or subjects with the target condition and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion.
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Phase 2.
The drug is administered to a limited patient population to identify possible adverse effects and safety risks, to determine the efficacy of the product for specific targeted diseases and to determine dosage tolerance and optimal dosage.
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Phase 3.
When Phase 2 evaluations demonstrate that a dosage range of the drug is effective and has an acceptable safety profile, Phase 3 clinical trials are undertaken to confirm the clinical efficacy from Phase 2 and to further test for safety in an expanded population at geographically dispersed clinical trial sites.
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If the FDA does not classify the reference listed drug as an NCE, then the automatic stay is for 30 months from the date that the manufacturer of the reference listed drug receives the patent certification described above.
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If the reference listed drug is classified by the FDA as an NCE, then the timing of the automatic stay depends on when the ANDA is filed, as well as when the manufacturer of the reference listed drug receives the patent certification described above. No company can file an ANDA on a reference listed drug that FDA has designated as an NCE until five years after the reference listed drug’s FDA approval, except that an ANDA may be submitted four years after the reference listed drug’s FDA approval if the ANDA contains the patent certification described above. If the ANDA is filed five or more years after FDA approval of the NCE, then the 30 month stay is applicable. However, if an ANDA is filed in between the fourth and fifth years after FDA approval of the NCE, the automatic 30 month stay is extended by a number of months equal to the number of months remaining in the fifth year after approval of the reference listed drug, providing a total of up to a 42 month stay.
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Establishment registration by manufacturers, distributors, re-packagers, and re-labelers;
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Device listing with FDA;
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·
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Good manufacturing practices;
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Labeling regulations; and
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Reporting of adverse events.
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·
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increasing our sales levels for Ampyra in the U.S. and supporting Biogen Idec’s efforts to successfully obtain and maintain regulatory approval for Fampyra (as Fampridine Prolonged Release tablets) in the EU and other markets outside the U.S.;
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·
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expanding the dalfampridine franchise, such as through our program evaluating
the use of dalfampridine (BID) to improve walking in people who are suffering from chronic post-stroke walking deficits (PSWD) after experiencing an ischemic stroke
;
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·
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successfully advancing our late-stage clinical development programs for new product candidates, including in particular our program to develop CVT-301
for the treatment of OFF episodes in Parkinson’s disease
, acquired with our purchase of Civitas in 2014, and our program to develop Plumiaz as
an acute treatment for selected, refractory patients with epilepsy, on stable regimens of antiepileptic drugs, or AEDs, who experience seizure clusters or acute repetitive seizures
;
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·
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continuing to advance our other clinical development programs, including our rHIgM22 and cimaglermin alfa (previously GGF2) programs
;
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·
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continuing to develop our preclinical product candidates and advance them into clinical trials; and
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·
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evaluating and potentially expanding our product development pipeline through the potential in-licensing and/or acquisition of additional products and technologies.
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·
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the effectiveness of our sales, managed markets and marketing efforts;
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·
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the acceptance of Ampyra and our other products in the medical community, particularly with respect to whether physicians and patients view Ampyra and our other products as safe and effective for its labeled indication, and whether it has an acceptable benefit-to-risk profile, and the rate of adoption by healthcare providers and the target population of patients;
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·
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the availability of adequate reimbursement by third-party payers;
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·
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the continued use of compounded 4-AP instead of Ampyra, available through pharmacies in the U.S. and elsewhere that engage in compounding;
|
·
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the occurrence of any side effects, adverse reactions or misuse (or any unfavorable publicity relating thereto) stemming from the use of Ampyra or our other products;
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·
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the development of products that compete with or are an alternative to Ampyra or our other products as therapies for the treatment of underlying medical conditions or their symptoms, the timing of market entry for those competing or alternative products, the perceived advantages of competing or alternative therapies over our products, and the pricing of our products as compared to the pricing of those competing or alternative products; and
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the loss of intellectual property protection for our products, which would enable generic competition.
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voluntary or mandatory recalls;
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voluntary or mandatory patient or physician notification;
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withdrawal of product approvals;
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shut-down of manufacturing facilities;
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·
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receipt of warning letters or untitled letters;
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·
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product seizures;
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·
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restrictions on, or prohibitions against, marketing our products;
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·
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restrictions on importation of our product candidates;
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·
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fines and injunctions;
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·
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civil and criminal penalties;
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·
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exclusion from participation in government programs; and
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·
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suspension of review or refusal to approve pending applications.
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·
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we may decide to, or be required to, send product warning letters or field alerts to physicians, pharmacists and hospitals; and we may be required to make further product label changes;
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·
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healthcare practitioners, third party payers or patients may perceive or conclude that the use of Ampyra is associated with serious adverse effects, which could affect regulatory approvals for Ampyra or the availability of adequate reimbursement by third-party payers
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we may be required to reformulate the product, conduct additional preclinical or clinical studies, or make changes in labeling or changes to or reapprovals of manufacturing facilities;
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·
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the FDA may impose a new REMS on Ampyra or otherwise restrict its distribution and use;
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·
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our reputation in the marketplace may suffer; and
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·
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government investigations and lawsuits, including class action suits, may be brought against us.
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not provide us with accurate or timely information regarding their inventories, the number of patients who are using Ampyra, Ampyra adverse events, or Ampyra complaints;
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not effectively dispense or support Ampyra;
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reduce their efforts or discontinue dispensing or supporting Ampyra;
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·
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not devote the resources necessary to dispense Ampyra in the volumes and within the time frames that we expect;
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be unable to satisfy financial obligations to us or others;
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not have the required licenses to distribute drugs; or
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cease operations.
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we may not be able to control the amount and timing of resources that our collaborators devote to the development or commercialization of product candidates or to their marketing and distribution;
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·
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collaborators may not be successful in their efforts to obtain regulatory approvals or adequate product reimbursement in a timely manner, or at all, as discussed in further detail below in these risk factors;
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·
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disputes may arise between us and our collaborators that result in the delay or termination of the research, development or commercialization of our product candidates or that result in costly litigation or arbitration that diverts management's attention and resources;
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collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our proprietary information or expose us to potential litigation;
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collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a product candidate, repeat or conduct new clinical trials or require a new formulation of a product candidate for clinical testing;
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business combinations or significant changes in a collaborator's business strategy may also adversely affect a collaborator's willingness or ability to complete its obligations under any arrangement;
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a collaborator could independently move forward with a competing product candidate developed either independently or in collaboration with others, including our competitors;
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the collaborations may be terminated or allowed to expire, which would delay the development and may increase the cost of developing our product candidates; and
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collaborators may experience financial difficulties.
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negative or ambiguous results regarding the efficacy of the product candidate;
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undesirable side effects that delay or extend the trials, or other unforeseen or undesirable safety issues that make the product candidate not medically or commercially viable;
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inability to locate, recruit and qualify a sufficient number of patients for our trials;
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difficulty in determining meaningful end points or other measurements of success in our clinical trials;
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regulatory delays or other regulatory actions, including changes in regulatory requirements;
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difficulties in obtaining sufficient quantities of our product candidates manufactured under current good manufacturing practices;
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delays, suspension or termination of the trials imposed by us, an independent institutional review board, or a data safety monitoring board, or clinical holds placed upon the trials by the FDA;
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FDA approval of new drugs that are more effective than our product candidates;
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change in the focus of our development efforts or a re-evaluation of our clinical development strategy; and
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change in our financial position.
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substantial cash expenditures;
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potentially dilutive issuance of equity securities;
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incurrence of debt and contingent liabilities, some of which may be difficult or impossible to identify at the time of acquisition;
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difficulties in assimilating the operations of the acquired companies;
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diverting our management’s attention away from other business concerns;
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entering markets in which we have limited or no direct experience; and
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potential loss of our key employees or key employees of the acquired companies or businesses.
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pay substantial damages;
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stop using our technologies;
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withdraw a product from the market;
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stop certain research and development efforts;
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significantly delay product commercialization activities;
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develop non-infringing products or methods, which may not be feasible; and
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obtain one or more licenses from third parties.
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achievement or rejection of regulatory approvals by us or our collaborators or by our competitors;
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publicity regarding actual or potential clinical trial results or updates relating to products under development by us, our collaborators, or our competitors;
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announcements of new corporate partnerships, alliances, financings or other transactions, or of technological innovations or new commercial products by our competitors or by us;
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·
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developments concerning proprietary rights, including patents;
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developments concerning our collaborations;
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economic or other crises or other external factors;
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conditions or trends in the pharmaceutical or biotechnology industries;
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litigation and other developments relating to our patents or other proprietary rights or those of our collaborators or competitors;
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·
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governmental regulation and legislation in the U.S. and foreign countries;
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changes in securities analysts' estimates of our performance or our failure to meet analysts' expectations;
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sales of substantial amounts of our stock;
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delay or failure in initiating, completing or analyzing pre-clinical trials or unsatisfactory design or result of these trials;
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variations in product revenue and profitability;
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variations in our anticipated or actual operating results; and
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changes in healthcare reimbursement policies.
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Our board of directors has the right to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors.
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Our board of directors may issue, without stockholder approval, shares of preferred stock with rights, preferences and privileges determined by the board of directors. The ability to authorize and issue preferred stock with voting or other rights or preferences makes it possible for our board of directors to issue preferred stock with super voting, special approval, dividend or other rights or preferences on a discriminatory basis that could impede the success of any attempt to acquire us.
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Our board of directors is divided into three classes, each with staggered three-year terms. As a result, only one class of directors will be elected at each annual meeting of stockholders, and each of the two other classes of directors will continue to serve for the remainder of their respective three-year terms, limiting the ability of stockholders to reconstitute the board of directors.
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·
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The vote of the holders of 75% of the outstanding shares of our common stock is required in order to take certain actions, including amendment of our bylaws, removal of directors for cause and certain amendments to our certificate of incorporation.
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High
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Low
|
|||||||
Fiscal Year Ended December 31, 2014
|
||||||||
Fourth Quarter
|
$ | 41.65 | $ | 30.22 | ||||
Third Quarter
|
$ | 37.85 | $ | 28.26 | ||||
Second Quarter
|
$ | 39.48 | $ | 29.32 | ||||
First Quarter
|
$ | 39.95 | $ | 27.51 |
High
|
Low
|
|||||||
Fiscal Year Ended December 31, 2013
|
||||||||
Fourth Quarter
|
$ | 36.75 | $ | 28.67 | ||||
Third Quarter
|
$ | 38.62 | $ | 33.19 | ||||
Second Quarter
|
$ | 40.87 | $ | 30.79 | ||||
First Quarter
|
$ | 32.21 | $ | 24.48 |
12/09
|
12/10
|
12/11
|
12/12
|
12/13
|
12/14
|
||
Acorda Therapeutics, Inc.
|
100.00
|
108.17
|
94.60
|
98.65
|
115.87
|
162.18
|
|
NASDAQ Composite
|
100.00
|
117.61
|
118.70
|
139.00
|
196.83
|
223.74
|
|
NASDAQ Biotechnology
|
100.00
|
106.73
|
122.40
|
166.72
|
286.55
|
379.71
|
Year Ended December 31,
|
|||||||||
2014
|
2013
|
2012
|
2011
|
2010
|
|||||
(in thousands, except per share data)
|
|||||||||
Statement of Operations Data:
|
|||||||||
Total net revenues
|
$401,480
|
$336,430
|
$305,814
|
$292,237
|
$191,005
|
||||
Costs and expenses:
|
|||||||||
Cost of sales
|
79,981
|
66,009
|
57,007
|
64,183
|
35,518
|
||||
Cost of milestone and license revenue
|
634
|
634
|
634
|
2,384
|
660
|
||||
Research and development
|
73,470
|
53,877
|
53,881
|
42,108
|
30,600
|
||||
Selling, general and administrative
|
201,813
|
185,545
|
168,690
|
148,508
|
132,657
|
||||
Asset impairment
|
6,991
|
—
|
—
|
—
|
—
|
||||
Changes in fair value of acquired contingent consideration
|
2,200
|
—
|
—
|
—
|
—
|
||||
Total operating expenses
|
365,089
|
306,065
|
280,212
|
257,183
|
199,435
|
||||
Operating income (loss)
|
36,391
|
30,365
|
25,602
|
35,054
|
(8,430)
|
||||
Other expense:
|
|||||||||
Interest and amortization of debt discount expense
|
(9,288)
|
(2,170)
|
(1,880)
|
(3,570)
|
(3,922)
|
||||
Interest income
|
674
|
668
|
552
|
552
|
575
|
||||
Other income (expense)
|
232
|
—
|
(6)
|
(18)
|
8
|
||||
Total other expense
|
(8,382)
|
(1,502)
|
(1,334)
|
(3,036)
|
(3,339)
|
||||
Income (loss) before income taxes
|
28,009
|
28,863
|
24,268
|
32,018
|
(11,769)
|
||||
(Provision) benefit for income taxes
|
(10,337)
|
(12,422)
|
130,690
|
(1,413)
|
—
|
||||
Net income (loss)
|
$17,672
|
$16,441
|
$154,958
|
$30,605
|
$(11,769)
|
||||
Net income (loss) per share —basic
|
$0.43
|
$0.41
|
$3.93
|
$0.78
|
$(0.31)
|
||||
Net income (loss) per share —diluted
|
$0.42
|
$0.39
|
$3.84
|
$0.76
|
$(0.31)
|
||||
Weighted average shares of common stock outstanding used in computing net income (loss) per share —basic
|
41,150
|
40,208
|
39,459
|
39,000
|
38,355
|
||||
Weighted average shares of common stock outstanding used in computing net income (loss) per share —diluted
|
42,544
|
41,682
|
40,332
|
40,064
|
38,355
|
As of December 31,
|
|||||||||
2014
|
2013
|
2012
|
2011
|
2010
|
|||||
(in thousands)
|
|||||||||
Consolidated Balance Sheet Data:
|
|||||||||
Cash and cash equivalents and investments
|
$307,618
|
$367,227
|
$333,188
|
$295,907
|
$240,030
|
||||
Working capital
|
294,754
|
270,690
|
234,192
|
273,599
|
217,274
|
||||
Total assets
|
1,080,679
|
607,127
|
565,332
|
379,488
|
342,101
|
||||
Long-term liabilities
|
426,040
|
70,131
|
80,540
|
86,936
|
96,944
|
||||
Accumulated deficit
|
(220,410)
|
(238,082)
|
(254,523)
|
(409,481)
|
(440,086)
|
||||
Long term debt
|
289,883
|
3,228
|
4,244
|
5,230
|
6,186
|
||||
Total stockholders’ equity
|
540,255
|
440,353
|
385,921
|
205,209
|
151,261
|
·
|
The first is U.S. Patent No. 8,007,826, with claims relating to methods to improve walking in patients with MS by administering 10 mg of sustained release 4-aminopyridine (dalfampridine) twice daily. Based on the final patent term adjustment calculation of the United States Patent and Trademark Office, or USPTO, this patent will extend into 2027.
|
·
|
The second is U.S. Patent No. 5,540,938 (“the ‘938 patent”), the claims of which relate to methods for treating a neurological disease, such as MS, and cover the use of a sustained release dalfampridine formulation, such as AMPYRA (dalfampridine) Extended Release Tablets, 10 mg for improving walking in people with MS. In April 2013, the ‘938 patent received a five year patent term extension under the patent restoration provisions of the Hatch Waxman Act. With a five year patent term extension, the ‘938 patent will expire in 2018.
We have an exclusive license to this patent from Alkermes (originally with Elan, but transferred to Alkermes as part of its acquisition of Elan’s Drug Technologies business).
|
·
|
The third, which issued in January 2013, is U.S. Patent No. 8,354,437, which includes claims relating to methods to improve walking, increase walking speed, and treat walking disability in patients with MS by administering 10 mg of sustained release 4-aminopyridine (dalfampridine) twice daily. This patent is set to expire in 2026.
|
·
|
The fourth, which issued in May 2013, is U.S. Patent No. 8,440,703, which includes claims directed to methods of improving lower extremity function and walking and increasing walking speed in patients with MS by administering less than 15 mg of sustained release 4-aminopyridine (dalfampridine) twice daily. This patent is set to expire in 2025.
|
·
|
The fifth, which issued in March of 2014, is U.S. Patent No. 8,663,685 with claims relating to methods to improve walking in patients with MS by administering 10 mg of sustained release 4-aminopyridine (dalfampridine) twice daily. Absent patent term adjustment, the patent is set to expire in 2025.
|
·
|
We expect 2015 net revenue from the sale of Ampyra to range from $405 million to $420 million.
|
·
|
We expect Zanaflex (tizanidine hydrochloride) and ex-U.S. Fampyra (prolonged-release fampridine tablets) 2015 revenue to be approximately $25 million, which includes net sales of branded Zanaflex products, and royalties from ex-U.S. Fampyra and authorized generic tizanidine hydrochloride capsule sales.
|
·
|
Research and development expenses in 2015 are expected to range from $150 million to $160 million, excluding share-based compensation charges and expenditures related to the potential acquisition of new products or other business development activities. The increase in research and development expenses in 2015 is primarily related to Phase 3 studies of dalfampridine and CVT-301. Additional expenses include continued development of Plumiaz, clinical trials for
cimaglermin alfa (previously
GGF2) and rHIgM22 and CVT-427, as well ongoing preclinical studies.
|
·
|
Selling, general and administrative expenses in 2015 are expected to range from $180 million to $190 million, excluding share-based compensation charges. We are setting a high priority on managing selling, general and administrative expenses in 2015.
|
·
|
Continue progressing our Phase 3 study of CVT-301 for the treatment of OFF episodes in Parkinson’s disease. We expect results from this efficacy trial in 2016, and plan to file a new drug application, or NDA, in the U.S. by the end of 2016.
|
·
|
Continue progressing our Phase 3 clinical trial assessing the use of a once-daily (BID) formulation of dalfampridine as a treatment for chronic post-stroke walking deficits (PSWD) after experiencing an ischemic stroke.
A
s part of the trial design, we are planning to conduct an interim analysis of the trial data, and depending on the outcome of that analysis we may initiate a second pivotal trial prior to the conclusion of the first Phase 3
trial.
We are working with different external partners to develop a once-daily (QD) formulation that could be included in future post-stroke studies.
|
·
|
We are developing Plumiaz, a proprietary nasal spray formulation of diazepam, for the treatment of people with epilepsy who experience seizure clusters, also known as acute repetitive seizures. In 2013, we submitted a New Drug Application (NDA) filing for Plumiaz to the FDA. In May 2014, the FDA issued a Complete Response Letter, or CRL, for the Plumiaz NDA. We are continuing to work with the FDA to define the additional clinical work necessary for the re-submission of the NDA and approval of Plumiaz, and we are encouraged by the progress of our discussions.
|
·
|
Complete our second clinical trial of
cimaglermin alfa (previously
GGF2), a Phase 1b single-infusion trial in people with heart failure assessing the tolerability of three dose levels of
cimaglermin
, and also includes assessment of drug-drug interactions and several exploratory measures of efficacy. In October 2013, we announced that the first patient had been enrolled in this clinical trial. We voluntarily paused enrollment in this trial in December 2013 pending review of additional non-clinical data with the FDA. In April 2014, we announced that we had completed this review and recruitment was thereafter resumed. We expect to complete this trial in the second half of 2015.
|
·
|
Our Phase 1 clinical trial of rHIgM22 found no dose-limiting toxicities at any of the five dose levels studied. Based on these data, we intend to advance clinical development of rHIgM22 for MS. We are currently developing the protocol for our next Phase 1 clinical trial of rHIgM22. The data from the completed trial will help inform the design of the next trial, which we expect will enroll people with MS who are experiencing an active relapse.
|
·
|
Initiate a Phase 1 clinical trial of CVT-427, an inhaled triptan intended to provide relief from acute migraine episodes.
|
|
•
|
with respect to Zanaflex net revenues up to and including $30.0 million for each fiscal year during the term of the agreement, 15% of such net revenues;
|
|
•
|
with respect to Zanaflex net revenues in excess of $30.0 million but less than and including $60.0 million for each fiscal year during the term of the agreement, 6% of such net revenues; and
|
|
•
|
with respect to Zanaflex net revenues in excess of $60.0 million for each fiscal year during the term of the agreement, 1% of such net revenues.
|
(In thousands)
|
December 31, 2014
|
|||
Liability component:
|
||||
Principal
|
$
|
345,000
|
||
Less: debt discount, net
|
(57,301
|
)
|
||
Net carrying amount
|
$
|
287,699
|
||
Equity component
|
$
|
61,195
|
Payments due by period (1)
|
|||||||
(In thousands)
|
Total
|
Less than
1 year
|
1-3 years
|
4-5 years
|
|||
Convertible Senior Notes (2)
|
$383,604
|
$6,038
|
$12,075
|
$12,075
|
|||
Convertible note payable (3)
|
3,432
|
1,144
|
2,288
|
—
|
|||
Operating leases (4)
|
22,863
|
4,787
|
8,815
|
9,261
|
|||
Inventory purchase commitments (5)
|
44,307
|
44,307
|
—
|
—
|
|||
Total
|
$454,206
|
$56,276
|
$23,178
|
$21,336
|
(1)
|
Excludes revenue interest liability principal and interest payments, due to uncertainty as to the amount and timing of such payments.
Also excluded from the above table is a liability for uncertain tax positions totaling $3.3 million. This liability has been excluded because we cannot currently make a reliable estimate of the period in which the liability will be payable, if ever.
|
(2)
|
Represents the future payments of principal and interest to be made on the Convertible Senior Notes issued in June 2014 and due in 2021.
|
(3)
|
Represents the remaining 3 annual payments of principal and interest to be made on the convertible note payable to Saints Capital.
|
(4)
|
Represents payments for the operating lease of our Ardsley, NY headquarters. The payments for our Chelsea manufacturing facility sublease are included in the “less than 1 year column” through December 31, 2015, the date the current lease term expires. The Company is unable to determine the fair-market value of the payments for the 5-year lease renewal option for the Chelsea sublease at this time, therefore, no value is included for the Chelsea sublease in the “1-3 year” and “4-5 year” columns.
|
(5)
|
Represents Zanaflex, Ampyra, and Qutenza inventory commitments. The Ampyra inventory commitment is an estimate as the price paid for Ampyra inventory is based on a percentage of the net product sales during the quarter Alkermes ships inventory to us. Under our supply agreement with Alkermes, we provide Alkermes with monthly written 18-month forecasts, and with annual written five-year forecasts for our supply requirements of Ampyra and two-year forecasts for our supply requirements of Zanaflex Capsules. In each of the five months for Zanaflex and three months for Ampyra following the submission of our written 18-month forecast we are obligated to purchase the quantity specified in the forecast, even if our actual requirements are greater or less. We have agreed to purchase at least 75% of our annual requirements of Ampyra from Alkermes, unless Alkermes is unable or unwilling to meet its requirements, for a percentage of net product sales and the quantity of product shipped by Alkermes to us.
|
(in thousands)
|
Government chargebacks and rebates
|
Managed care contract rebates
|
Copay mitigation rebates
|
Cash discounts
|
Product returns
|
Data fees and fees for services payable to wholesalers
|
Other vendor allowances
|
Total
|
Balance at December 31, 2011
|
$3,099
|
$273
|
$135
|
$303
|
$480
|
$998
|
-
|
$5,288
|
Allowances for sales 2012
|
14,609
|
3,126
|
5,073
|
3,265
|
-
|
3,481
|
-
|
29,554
|
Allowances for prior year sales
|
72
|
(10)
|
(86)
|
(71)
|
(452)
|
(17)
|
-
|
(564)
|
Actual credits for sales during 2012
|
(11,651)
|
(2,386)
|
(4,851)
|
(2,967)
|
(18)
|
(2,688)
|
-
|
(24,561)
|
Actual credits for prior year sales
|
(3,280)
|
(263)
|
(49)
|
(237)
|
-
|
(982)
|
-
|
(4,811)
|
Balance at December 31, 2012
|
$2,849
|
$740
|
$222
|
$293
|
$10
|
$792
|
$-
|
$4,906
|
Allowances for sales 2013
|
19,935
|
3,421
|
5,481
|
3,452
|
64
|
3,408
|
-
|
35,761
|
Allowances for prior year sales
|
48
|
(43)
|
-
|
(14)
|
-
|
(73)
|
-
|
(82)
|
Actual credits for sales during 2013
|
(16,265)
|
(2,600)
|
(4,903)
|
(3,131)
|
(43)
|
(2,533)
|
-
|
(29,475)
|
Actual credits for prior year sales
|
(2,777)
|
(697)
|
(222)
|
(282)
|
-
|
(719)
|
-
|
(4,697)
|
Balance at December 31, 2013
|
$3,790
|
$821
|
$578
|
$318
|
$31
|
$875
|
$
-
|
$6,413
|
Allowances for sales 2014
|
25,630
|
5,849
|
6,776
|
4,099
|
24
|
3,705
|
1,347
|
47,430
|
Allowances for prior year sales
|
(141)
|
(53)
|
-
|
(14)
|
-
|
(140)
|
-
|
(348)
|
Actual credits for sales during 2014
|
(21,180)
|
(4,688)
|
(6,352)
|
(3,723)
|
(40)
|
(2,595)
|
-
|
(38,578)
|
Actual credits for prior year sales
|
(3,099)
|
(726)
|
(259)
|
(288)
|
-
|
(724)
|
-
|
(5,096)
|
Balance at December 31, 2014
|
$5,000
|
$1,203
|
$743
|
$392
|
$15
|
$1,121
|
$1,347
|
$9,821
|
·
|
salaries and related benefits and share-based compensation for research and development personnel;
|
·
|
costs of facilities and equipment that have no alternative future use;
|
·
|
fees paid to professional service providers in conjunction with independently monitoring our clinical trials and acquiring and evaluating data in conjunction with our clinical trials;
|
·
|
fees paid to contract research organizations (CROs) in conjunction with preclinical studies;
|
·
|
fees paid to organizations in conjunction with contract manufacturing;
|
·
|
costs of materials used in research and development;
|
·
|
upfront and milestone payments under contractual agreements;
|
·
|
consulting, license and sponsored research fees paid to third parties; and
|
·
|
depreciation of capital resources used to develop our products.
|
(in thousands)
|
Year Ended December 31,
|
||
2014
|
2013
|
2012
|
|
Preclinical and clinical development:
|
|||
Contract expenses—Ampyra LCM
|
$8,990
|
$5,206
|
$12,840
|
Contract expenses—Diazepam Nasal Spray/Plumiaz
|
7,805
|
6,890
|
843
|
Contract expenses—cimaglermin alfa (previously GGF2)
|
6,157
|
5,592
|
6,151
|
Contract expenses—rHIgM22
|
5,019
|
3,359
|
1,220
|
Contract expenses—CVT-301
|
3,625
|
-
|
-
|
Contract expenses—NP-1998
|
2,015
|
185
|
-
|
Contract expenses—AC105
|
1,296
|
1,200
|
1,197
|
Contract expenses—Chondroitinase
|
121
|
118
|
498
|
Contract expenses—other
|
38
|
-
|
-
|
Research and development operating expenses:
|
38,329
|
30,252
|
23,929
|
Acquisitions, licenses and milestones:
|
|||
Diazepam Nasal Spray/Plumiaz
|
-
|
1,000
|
6,653
|
AC105
|
20
|
20
|
500
|
rHIgM22
|
25
|
25
|
20
|
cimaglermin alfa (previously GGF2)
|
10
|
10
|
10
|
Other
|
20
|
20
|
20
|
Total research and development
|
$73,470
|
$53,877
|
$53,881
|
Assumption
|
Method of estimating
|
||||||
●
|
Estimated expected term of options
|
●
|
Historical term of our options based on exercise data
|
||||
●
|
Expected volatility
|
●
|
Historic volatility of our common stock
|
||||
●
|
Risk-free interest rate
|
●
|
Yields of U.S. Treasury securities corresponding with the expected life of option grants
|
||||
●
|
Forfeiture rates
|
●
|
Historical forfeiture data
|
|
(1)
|
The following financial statements of the Company and the Report of Independent Registered Public Accounting Firm are included in this Annual Report on Form 10-K:
|
Financial Statements of Acorda Therapeutics, Inc. and Subsidiaries:
|
|
Report of Ernst and Young LLP, Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets as of December 31, 2014 and 2013
|
|
Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012
|
|
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2014, 2013 and 2012
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012
|
|
Notes to Financial Statements
|
PAGE
|
|
Consolidated Financial Statements of Acorda Therapeutics, Inc. and Subsidiaries:
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated Balance Sheets
|
F-3
|
Consolidated Statements of Operations
|
F-4
|
Consolidated Statements of Comprehensive Income
|
F-5
|
Consolidated Statements of Changes in Stockholders’ Equity
|
F-6
|
Consolidated Statements of Cash Flows
|
F-7
|
Notes to Consolidated Financial Statements
|
F-8
|
December 31,
|
||||||||
2014
|
2013
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 182,170 | $ | 48,037 | ||||
Restricted cash
|
1,205 | 277 | ||||||
Short-term investments
|
125,448 | 225,891 | ||||||
Trade accounts receivable, net of allowances of $771 and $698, as of December 31, 2014 and 2013, respectively
|
32,211 | 30,784 | ||||||
Prepaid expenses
|
15,523 | 8,398 | ||||||
Finished goods inventory held by the Company
|
26,256 | 25,535 | ||||||
Finished goods inventory held by others
|
581 | 637 | ||||||
Deferred tax asset
|
18,420 | 19,314 | ||||||
Other current assets
|
7,324 | 8,460 | ||||||
Total current assets
|
409,138 | 367,333 | ||||||
Long-term investments
|
— | 93,299 | ||||||
Property and equipment, net of accumulated depreciation
|
46,090 | 16,525 | ||||||
Goodwill
|
182,952 | — | ||||||
Deferred tax asset
|
— | 107,985 | ||||||
Intangible assets, net of accumulated amortization
|
432,822 | 17,459 | ||||||
Non-current portion of deferred cost of license revenue
|
3,540 | 4,174 | ||||||
Other assets
|
6,137 | 352 | ||||||
Total assets
|
$ | 1,080,679 | $ | 607,127 | ||||
Liabilities and Stockholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 17,751 | $ | 15,922 | ||||
Accrued expenses and other current liabilities
|
56,118 | 37,569 | ||||||
Deferred product revenue—Zanaflex
|
29,420 | 32,090 | ||||||
Current portion of deferred license revenue
|
9,057 | 9,057 | ||||||
Current portion of revenue interests liability
|
893 | 861 | ||||||
Current portion of convertible notes payable
|
1,144 | 1,144 | ||||||
Total current liabilities
|
114,383 | 96,643 | ||||||
Convertible senior notes (due 2021)
|
287,699 | — | ||||||
Acquired contingent consideration
|
52,600 | — | ||||||
Non-current portion of deferred license revenue
|
50,570 | 59,628 | ||||||
Non-current portion of convertible notes payable
|
2,184 | 3,228 | ||||||
Deferred tax liability
|
23,885 | — | ||||||
Other non-current liabilities
|
9,103 | 7,275 | ||||||
Commitments and contingencies
|
||||||||
Stockholders’ equity:
|
||||||||
Common stock, $0.001 par value. Authorized 80,000,000 shares at December 31, 2014 and 2013; issued and outstanding 41,883,843 and 40,896,355 shares, including those held in treasury, as of December 31, 2014 and 2013, respectively
|
42 | 41 | ||||||
Treasury stock
at cost (12,420 shares at December 31, 2014 and December 31, 2013)
|
(329 | ) | (329 | ) | ||||
Additional paid-in capital
|
761,026 | 678,686 | ||||||
Accumulated deficit
|
(220,410 | ) | (238,082 | ) | ||||
Accumulated other comprehensive income
|
(74 | ) | 37 | |||||
Total stockholders’ equity
|
540,255 | 440,353 | ||||||
Total liabilities and stockholders’ equity
|
$ | 1,080,679 | $ | 607,127 |
Year ended December 31,
|
Year ended December 31,
|
Year ended December 31,
|
||||||||||
2014
|
2013
|
2012
|
||||||||||
Revenues:
|
||||||||||||
Net product revenues
|
$ | 373,292 | $ | 310,317 | $ | 282,381 | ||||||
Royalty revenues
|
19,131 | 17,056 | 14,376 | |||||||||
License revenue
|
9,057 | 9,057 | 9,057 | |||||||||
Total net revenues
|
401,480 | 336,430 | 305,814 | |||||||||
Costs and expenses:
|
||||||||||||
Cost of sales
|
79,981 | 66,009 | 57,007 | |||||||||
Cost of milestone and license revenue
|
634 | 634 | 634 | |||||||||
Research and development
|
73,470 | 53,877 | 53,881 | |||||||||
Selling, general and administrative
|
201,813 | 185,545 | 168,690 | |||||||||
Asset impairment
|
6,991 | — | — | |||||||||
Changes in fair value of acquired contingent consideration
|
2,200 | — | — | |||||||||
Total operating expenses
|
365,089 | 306,065 | 280,212 | |||||||||
Operating income
|
36,391 | 30,365 | 25,602 | |||||||||
Other expense (net):
|
||||||||||||
Interest and amortization of debt discount expense
|
(9,288 | ) | (2,170 | ) | (1,880 | ) | ||||||
Interest income
|
674 | 668 | 552 | |||||||||
Other income (expense)
|
232 | — | (6 | ) | ||||||||
Total other expense (net)
|
(8,382 | ) | (1,502 | ) | (1,334 | ) | ||||||
Income before taxes
|
28,009 | 28,863 | 24,268 | |||||||||
(Provision for) / benefit from income taxes
|
(10,337 | ) | (12,422 | ) | 130,690 | |||||||
Net income
|
$ | 17,672 | $ | 16,441 | $ | 154,958 | ||||||
Net income per share—basic
|
$ | 0.43 | $ | 0.41 | $ | 3.93 | ||||||
Net income per share—diluted
|
$ | 0.42 | $ | 0.39 | $ | 3.84 | ||||||
Weighted average common shares outstanding used in computing net income per share—basic
|
41,150 | 40,208 | 39,459 | |||||||||
Weighted average common shares outstanding used in computing net income per share—diluted
|
42,544 | 41,682 | 40,332 |
Year ended December 31,
|
Year ended December 31,
|
Year ended December 31,
|
||||||||||
2014
|
2013
|
2012
|
||||||||||
Net income
|
$ | 17,672 | $ | 16,441 | $ | 154,958 | ||||||
Other comprehensive loss:
|
||||||||||||
Unrealized losses on available-for-sale securities, net of tax
|
(111 | ) | (25 | ) | (4 | ) | ||||||
Other comprehensive loss, net of tax
|
(111 | ) | (25 | ) | (4 | ) | ||||||
Comprehensive income
|
$ | 17,561 | $ | 16,416 | $ | 154,954 |
Common stock
|
||||||||||||||||||||||||||||
Number
of
shares
|
Par
value
|
Treasury stock
|
Additional
paid-in
capital
|
Accumulated
deficit
|
Accumulated
other
comprehensive
income (loss)
|
Total
stockholders’
equity
|
||||||||||||||||||||||
Balance at December 31, 2011
|
39,328 | $ | 39 | $ | (329 | ) | $ | 614,914 | $ | (409,481 | ) | $ | 66 | $ | 205,209 | |||||||||||||
Compensation expense for issuance of stock options to employees
|
— | — | — | 15,206 | — | — | 15,206 | |||||||||||||||||||||
Compensation expense for issuance of restricted stock to employees
|
224 | — | — | 6,212 | — | — | 6,212 | |||||||||||||||||||||
Exercise of stock options
|
252 | 1 | — | 4,339 | — | — | 4,340 | |||||||||||||||||||||
Other comprehensive loss
|
— | — | — | — | — | (4 | ) | (4 | ) | |||||||||||||||||||
Net income
|
— | — | — | — | 154,958 | — | 154,958 | |||||||||||||||||||||
Balance at December 31, 2012
|
39,804 | $ | 40 | $ | (329 | ) | $ | 640,671 | $ | (254,523 | ) | $ | 62 | $ | 385,921 | |||||||||||||
Compensation expense for issuance of stock options to employees
|
— | — | — | 18,036 | — | — | 18,036 | |||||||||||||||||||||
Compensation expense for issuance of restricted stock to employees
|
264 | — | — | 7,103 | — | — | 7,103 | |||||||||||||||||||||
Exercise of stock options
|
828 | 1 | — | 12,785 | — | — | 12,786 | |||||||||||||||||||||
Excess tax benefit from share-based compensation arrangements
|
— | — | — | 91 | — | — | 91 | |||||||||||||||||||||
Other comprehensive loss, net of tax
|
— | — | — | — | — | (25 | ) | (25 | ) | |||||||||||||||||||
Net income
|
— | — | — | — | 16,441 | — | 16,441 | |||||||||||||||||||||
Balance at December 31, 2013
|
40,896 | $ | 41 | $ | (329 | ) | $ | 678,686 | $ | (238,082 | ) | $ | 37 | $ | 440,353 | |||||||||||||
Compensation expense for issuance of stock options to employees
|
— | — | — | 21,910 | — | — | 21,910 | |||||||||||||||||||||
Compensation expense for issuance of restricted stock to employees
|
242 | — | — | 7,527 | — | — | 7,527 | |||||||||||||||||||||
Exercise of stock options
|
746 | 1 | — | 16,014 | — | — | 16,015 | |||||||||||||||||||||
Equity component of the convertible notes, issuance, net
|
— | — | — | 38,166 | — | — | 38,166 | |||||||||||||||||||||
Debt issuance costs
|
— | — | — | (1,277 | ) | — | — | (1,277 | ) | |||||||||||||||||||
Other comprehensive loss, net of tax
|
— | — | — | — | — | (111 | ) | (111 | ) | |||||||||||||||||||
Net income
|
— | — | — | — | 17,672 | — | 17,672 | |||||||||||||||||||||
Balance at December 31, 2014
|
41,884 | $ | 42 | $ | (329 | ) | $ | 761,026 | $ | (220,410 | ) | $ | (74 | ) | $ | 540,255 |
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||
2014
|
2013
|
2012
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net income
|
$ | 17,672 | $ | 16,441 | $ | 154,958 | ||||||
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:
|
||||||||||||
Share-based compensation expense
|
29,437 | 25,139 | 21,418 | |||||||||
Amortization of net premiums and discounts on investments
|
3,571 | 2,526 | 4,382 | |||||||||
Amortization of debt discount and debt issuance costs
|
4,291 | — | — | |||||||||
Amortization of revenue interest issuance cost
|
27 | 50 | 67 | |||||||||
Depreciation and amortization expense
|
8,473 | 6,999 | 4,663 | |||||||||
Intangible asset impairment
|
6,991 | — | 664 | |||||||||
Change in contingent consideration obligation
|
2,200 | — | — | |||||||||
Gain on put/call liability
|
(147 | ) | (182 | ) | (701 | ) | ||||||
Deferred tax provision (benefit)
|
6,681 | 9,520 | (133,042 | ) | ||||||||
Excess tax benefit from share-based compensation arrangements
|
— | (91 | ) | — | ||||||||
Changes in assets and liabilities:
|
||||||||||||
Increase in accounts receivable
|
(1,427 | ) | (4,457 | ) | (3,499 | ) | ||||||
Increase in prepaid expenses and other current assets
|
(4,083 | ) | (377 | ) | (2,961 | ) | ||||||
(Increase) decrease in inventory held by the Company
|
(721 | ) | (5,269 | ) | 7,082 | |||||||
Decrease in inventory held by others
|
56 | 145 | 345 | |||||||||
Decrease in non-current portion of deferred cost of license revenue
|
634 | 634 | 634 | |||||||||
Decrease (increase) in other assets
|
34 | 34 | (3,753 | ) | ||||||||
Increase (decrease) in accounts payable, accrued expenses, other current liabilities
|
13,180 | (5,785 | ) | 11,743 | ||||||||
Increase in revenue interest liability interest payable
|
108 | 18 | 600 | |||||||||
Decrease in non-current portion of deferred license revenue
|
(9,057 | ) | (9,057 | ) | (9,057 | ) | ||||||
(Decrease) increase in other non-current liabilities
|
(301 | ) | 78 | (22 | ) | |||||||
(Decrease) increase in deferred product revenue—Zanaflex
|
(2,670 | ) | 2,816 | (1,325 | ) | |||||||
Decrease (increase) in restricted cash
|
71 | 103 | (77 | ) | ||||||||
Net cash provided by operating activities
|
75,020 | 39,285 | 52,119 | |||||||||
Cash flows from investing activities:
|
||||||||||||
Purchases of property and equipment
|
(5,084 | ) | (4,043 | ) | (10,384 | ) | ||||||
Purchases of intangible assets
|
(2,699 | ) | (3,121 | ) | (3,194 | ) | ||||||
Acquisitions, net of cash received
|
(476,151 | ) | (7,499 | ) | — | |||||||
Purchases of investments
|
(580,381 | ) | (221,429 | ) | (322,455 | ) | ||||||
Proceeds from maturities of investments
|
770,490 | 191,000 | 264,750 | |||||||||
Net cash used in investing activities
|
(293,825 | ) | (45,092 | ) | (71,283 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from issuance of convertible senior notes
|
345,000 | — | — | |||||||||
Debt issuance costs
|
(7,516 | ) | — | — | ||||||||
Proceeds from issuance of common stock and option exercises
|
16,015 | 12,786 | 4,339 | |||||||||
Excess tax benefit from share-based compensation arrangements
|
— | 91 | — | |||||||||
Repayments of revenue interest liability
|
(562 | ) | (909 | ) | (1,253 | ) | ||||||
Net cash provided by financing activities
|
352,937 | 11,968 | 3,086 | |||||||||
Net increase (decrease) in cash and cash equivalents
|
134,133 | 6,161 | (16,078 | ) | ||||||||
Cash and cash equivalents at beginning of period
|
48,037 | 41,876 | 57,954 | |||||||||
Cash and cash equivalents at end of period
|
$ | 182,170 | $ | 48,037 | $ | 41,876 | ||||||
Supplemental disclosure:
|
||||||||||||
Cash paid for interest
|
$ | 4,522 | $ | 2,022 | $ | 1,122 | ||||||
Cash paid for taxes
|
4,392 | 2,630 | 2,706 |
|
(a)
|
Cash equivalents, grants receivables, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the short-term nature of these instruments;
|
|
(b)
|
Available-for-sale securities are recorded based primarily on quoted market prices;
|
|
(c)
|
Put/call liability’s fair value is based on revenue projections and business, general economic and market conditions that could be reasonably evaluated as of the valuation date;
|
|
(d)
|
Contingent purchase price related to the NeurogesX acquisition was measured at fair value using a Monte Carlo simulation;
|
|
(e)
|
Acquired contingent consideration related to the Civitas acquisition was measured at fair value using a probability weighted, discounted cash flow approach; and
|
|
(f)
|
Convertible Senior Notes were measured at fair value based on market quoted prices of debt securities with similar terms and maturities using other observable inputs.
|
(In thousands)
Cash paid
|
$ | 524,201 | ||
Extinguishment of long-term debt
|
5,325 | |||
Fair value of consideration transferred
|
$ | 529,526 |
(In thousands)
Current assets
|
$ | 54,911 | ||
Property and equipment
|
27,913 | |||
Identifiable intangible assets:
|
||||
In-process research and development
|
423,000 | |||
Other non-current assets
|
1,002 | |||
Current liabilities
|
(6,154 | ) | ||
Contingent consideration
|
(50,400 | ) | ||
Deferred taxes
|
(102,633 | ) | ||
Other non-current liabilities
|
(1,065 | ) | ||
Fair value of acquired assets and liabilities
|
346,574 | |||
Goodwill
|
182,952 | |||
Aggregate purchase price
|
529,526 | |||
Amount paid to extinguish long-term debt
|
(5,325 | ) | ||
Cash Paid
|
$ | 524,201 |
·
|
$2.0 million upon the approval for sale of an NP-1998 liquid formulation product in the United States for the cutaneous treatment of PDN in humans, if FDA approval is obtained prior to December 31, 2016; and
|
·
|
$3.0 million if net sales of an NP-1998 approved product in Acorda’s territory reaches $100,000,000 during the first 12 months that such product is sold in Acorda’s territory, commencing with the first date that such product is commercially available for purchase anywhere in Acorda’s territory. Acorda’s territory consists of all territories worldwide other than those jurisdictions covered by the Astellas Agreement, which generally comprise countries in Europe, Africa and the Middle East.
|
(In thousands)
Cash paid to NeurogesX shareholders and its creditors
|
$ | 7,499 | ||
Fair value of contingent liabilities
|
205 | |||
Total preliminary estimated purchase price
|
$ | 7,704 |
(In thousands)
Inventory
|
$ | 90 | ||
Equipment
|
173 | |||
Identifiable intangible assets:
|
||||
Developed technology – Qutenza
|
450 | |||
In-process research and development – NP-1998
|
6,991 | |||
Fair value of acquired assets
|
7,704 | |||
Aggregate purchase price
|
7,704 | |||
Goodwill
|
$ | — |
Year ended
|
Year ended
|
|||||||||||||||
December 31, 2014
|
December 31, 2013
|
|||||||||||||||
(In thousands)
|
Reported
|
Pro Forma
|
Reported
|
Pro Forma
|
||||||||||||
Net revenues
|
$ | 401,480 | $ | 401,480 | $ | 336,430 | $ | 337,130 | ||||||||
Net income/(loss)
|
17,672 | (14,084 | ) | 16,441 | (5,976 | ) |
(In thousands)
|
Amortized
Cost
|
Gross
unrealized
gains
|
Gross
unrealized
losses
|
Estimated
fair
value
|
||||||||||||
December 31, 2014
|
||||||||||||||||
US Treasury bonds
|
$ | 125,443 | $ | 14 | $ | (9 | ) | $ | 125,448 | |||||||
December 31, 2013
|
||||||||||||||||
US Treasury bonds
|
319,123 | 69 | (2 | ) | 319,190 |
(In thousands)
|
Net Unrealized Gains (Losses) on Marketable Securities
|
|||
Balance at December 31, 2012
|
$ | 62 | ||
Other comprehensive loss before reclassifications:
|
(25 | ) | ||
Amounts reclassified from accumulated other
comprehensive income
|
— | |||
Net current period other comprehensive loss
|
(25 | ) | ||
Balance at December 31, 2013
|
37 | |||
Other comprehensive loss before reclassifications:
|
(111 | ) | ||
Amounts reclassified from accumulated other
comprehensive income
|
— | |||
Net current period other comprehensive loss
|
(111 | ) | ||
Balance at December 31, 2014
|
$ | (74 | ) |
(In thousands)
|
December 31,
2014
|
December 31,
2013
|
Estimated
useful lives used
|
||||||
Machinery and equipment
|
$ | 21,026 | $ | 173 |
2-7 years
|
||||
Leasehold improvements
|
15,763 | 10,260 |
Lesser of useful life or remaining lease term
|
||||||
Computer equipment
|
12,118 | 9,586 |
1-3 years
|
||||||
Laboratory equipment
|
5,247 | 3,555 |
2-5 years
|
||||||
Furniture and fixtures
|
1,163 | 1,067 |
4-7 years
|
||||||
|
|||||||||
Capital in progress
|
4,501 | 439 |
2-3 years
|
||||||
59,818 | 25,080 | ||||||||
Less accumulated depreciation
|
(13,728 | ) | (8,555 | ) | |||||
$ | 46,090 | $ | 16,525 |
(In thousands)
|
December 31,
2014
|
December 31,
2013
|
||||||
Accrued inventory
|
$ | 12,453 | $ | 8,632 | ||||
Bonus payable
|
10,696 | 7,899 | ||||||
Product discount and allowances accruals
|
10,165 | 6,007 | ||||||
Research and development expense accruals
|
6,918 | 1,841 | ||||||
Sales force commissions and incentive payments payable
|
3,039 | 1,583 | ||||||
Royalties payable
|
2,540 | 2,063 | ||||||
Vacation accrual
|
2,038 | 1,629 | ||||||
Commercial and marketing expense accruals
|
2,091 | 3,435 | ||||||
Other accrued expenses
|
6,178 | 4,480 | ||||||
Total
|
$ | 56,118 | $ | 37,569 |
Year ended December 31,
|
|||||
2014
|
2013
|
2012
|
|||
Employees and directors:
|
|||||
Estimated volatility
|
51.26%
|
55.91%
|
60.67%
|
||
Expected life in years
|
5.84
|
5.82
|
5.64
|
||
Risk free interest rate
|
1.79%
|
1.16%
|
1.16%
|
||
Dividend yield
|
—
|
—
|
—
|
Year ended December 31,
|
||||||||||||
(In thousands)
|
2014
|
2013
|
2012
|
|||||||||
Research and development
|
$ | 5,939 | $ | 5,805 | $ | 5,122 | ||||||
Selling, general and administrative
|
23,498 | 19,334 | 16,296 | |||||||||
Total
|
$ | 29,437 | $ | 25,139 | $ | 21,418 |
Number
of Shares (In thousands)
|
Weighted Average
Exercise Price
|
Weighted Average
Remaining
Contractual Term
|
Intrinsic
Value (In thousands)
|
|||||||
Balance at December 31, 2011
|
4,793 | $ | 21.31 | |||||||
Granted
|
1,292 | 25.69 | ||||||||
Forfeited and expired
|
(166 | ) | 27.98 | |||||||
Exercised
|
(252 | ) | 17.24 | |||||||
Balance at December 31, 2012
|
5,667 | 22.30 | ||||||||
Granted
|
1,835 | 31.50 | ||||||||
Forfeited and expired
|
(188 | ) | 27.90 | |||||||
Exercised
|
(828 | ) | 15.45 | |||||||
Balance at December 31, 2013
|
6,486 | 25.61 | ||||||||
Granted
|
2,352 | 36.56 | ||||||||
Forfeited and expired
|
(306 | ) | 32.40 | |||||||
Exercised
|
(746 | ) | 21.46 | |||||||
Balance at December 31, 2014
|
7,786 | $ | 29.05 |
6.9
|
$92,053
|
|||||
Vested and expected to vest at December 31, 2014
|
7,695 | $ | 28.98 |
6.9
|
$91,513
|
|||||
Vested and exercisable at December 31, 2014
|
4,464 | $ | 25.67 |
5.5
|
$67,834
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||
Range of exercise price
|
Outstanding
as of
December 31,
2014 (In thousands)
|
Weighted-
average
remaining
contractual life
|
Weighted-
average
exercise price
|
Exercisable
as of
December 31,
2014 (In thousands)
|
Weighted-
average
exercise price
|
|||||||||||||||
$2.45 - $16.88
|
381 | 1.5 | $ | 9.60 | 381 | $ | 9.60 | |||||||||||||
$17.52 - $21.97
|
755 | 4.0 | 20.20 | 730 | 20.17 | |||||||||||||||
$22.00 - $24.93
|
1,035 | 5.2 | 22.35 | 942 | 22.31 | |||||||||||||||
$25.05 - $29.92
|
1,245 | 7.0 | 26.88 | 804 | 26.73 | |||||||||||||||
$30.12 - $41.07
|
4,370 | 8.3 | 34.48 | 1,607 | 33.43 | |||||||||||||||
7,786 | 6.9 | $ | 29.05 | 4,464 | $ | 25.67 |
Restricted Stock
|
Number of Shares (In thousands)
|
|
Nonvested at December 31, 2011
|
377
|
|
Granted
|
320
|
|
Vested
|
(224)
|
|
Forfeited
|
(15)
|
|
Nonvested at December 31, 2012
|
458
|
|
Granted
|
258
|
|
Vested
|
(264)
|
|
Forfeited
|
(31)
|
|
Nonvested at December 31, 2013
|
421
|
|
Granted
|
387
|
|
Vested
|
(241)
|
|
Forfeited
|
(48)
|
|
Nonvested at December 31, 2014
|
519
|
(In thousands, except per share data)
|
Year ended
December 31,
2014
|
Year ended
December 31,
2013
|
Year ended
December 31,
2012
|
|||||||||
Basic and diluted
|
||||||||||||
Net income
|
$ | 17,672 | $ | 16,441 | $ | 154,958 | ||||||
Weighted average common shares outstanding used in computing net income per share—basic
|
41,150 | 40,208 | 39,459 | |||||||||
Plus: net effect of dilutive stock options and unvested restricted common shares
|
1,394 | 1,474 | 873 | |||||||||
Weighted average common shares outstanding used in computing net income per share—diluted
|
42,544 | 41,682 | 40,332 | |||||||||
Net income per share—basic
|
$ | 0.43 | $ | 0.41 | $ | 3.93 | ||||||
Net income per share—diluted
|
$ | 0.42 | $ | 0.39 | $ | 3.84 |
(In thousands)
|
Year ended
December 31,
2014
|
Year ended
December 31,
2013
|
Year ended
December 31,
2012
|
||
Denominator
|
|||||
Stock options and restricted common shares
|
4,078
|
2,419
|
3,573
|
||
Convertible note
|
29
|
39
|
48
|
(In thousands)
|
Year ended
December 31,
2014
|
Year ended
December 31,
2013
|
Year ended
December 31,
2012
|
|||||||||
Income before taxes
|
$ | 28,009 | $ | 28,863 | $ | 24,268 |
(In thousands)
|
Year ended
December 31,
2014
|
Year ended
December 31,
2013
|
Year ended
December 31,
2012
|
|||||||||
Current:
|
||||||||||||
Federal
|
$ | (1,105 | ) | $ | (665 | ) | $ | (640 | ) | |||
State
|
(1,819 | ) | (2,050 | ) | (1,138 | ) | ||||||
Foreign
|
(732 | ) | (154 | ) | (574 | ) | ||||||
(3,656 | ) | (2,869 | ) | (2,352 | ) | |||||||
Deferred:
|
||||||||||||
Federal
|
(6,085 | ) | (6,815 | ) | 119,247 | |||||||
State
|
(596 | ) | (2,738 | ) | 13,795 | |||||||
Foreign
|
— | — | — | |||||||||
(6,681 | ) | (9,553 | ) | 133,042 | ||||||||
Total (provision for)/benefit from income taxes
|
$ | (10,337 | ) | $ | (12,422 | ) | $ | 130,690 |
Year ended
December 31,
2014
|
Year ended
December 31,
2013
|
Year ended
December 31,
2012
|
|||
U.S. federal statutory tax rate
|
35.0%
|
35.0%
|
35.0%
|
||
State and local income taxes
|
3.7%
|
10.7%
|
2.4%
|
||
Foreign income tax
|
1.8%
|
0.1%
|
1.5%
|
||
Stock option compensation
|
0.5%
|
2.0%
|
1.9%
|
||
Stock option shortfall
|
—
|
0.3%
|
5.6%
|
||
Neuronex acquisition
|
—
|
—
|
9.4%
|
||
Research and development credit
|
(13.2%)
|
(7.6%)
|
—
|
||
Other nondeductible and permanent differences
|
6.9%
|
2.5%
|
3.3%
|
||
Provision (benefit) attributable to valuation allowance
|
2.2%
|
—
|
(597.6%)
|
||
Effective income tax rate
|
36.9%
|
43.0%
|
(538.5%)
|
(In thousands)
|
December 31,
2014
|
December 31,
2013
|
||||||
Deferred tax assets:
|
||||||||
Net operating loss and other carryforwards
|
$ | 69,149 | $ | 52,017 | ||||
Tax credits
|
13,199 | 6,871 | ||||||
Deferred revenue
|
29,144 | 33,557 | ||||||
Stock based compensation
|
22,776 | 19,030 | ||||||
Amortization
|
— | 7,912 | ||||||
Other
|
11,359 | 7,912 | ||||||
Total deferred tax assets
|
145,627 | 127,299 | ||||||
Valuation allowance
|
(5,497 | ) | — | |||||
Total deferred tax assets net of valuation allowance
|
140,130 | 127,299 | ||||||
Deferred tax liabilities:
|
||||||||
Intangible assets
|
(123,593 | ) | — | |||||
Convertible debt
|
(22,002 | ) | — | |||||
Total deferred tax liabilities
|
(145,595 | ) | — | |||||
Net deferred tax asset (liability)
|
$ | (5,465 | ) | $ | 127,299 |
(In thousands)
|
December 31,
2014
|
December 31,
2013
|
||||||
Current deferred tax assets, net:
|
||||||||
Current deferred tax assets, net of deferred tax liabilities
|
$ | 19,143 | $ | 19,314 | ||||
Valuation allowance
|
(723 | ) | — | |||||
Current deferred tax assets, net
|
18,420 | 19,314 | ||||||
Non-current deferred tax assets, net:
|
||||||||
Non-current deferred tax assets, net of deferred tax liabilities
|
(19,111 | ) | 107,985 | |||||
Valuation allowance
|
(4,774 | ) | — | |||||
Non-current deferred tax assets (liabilities), net
|
(23,885 | ) | 107,985 | |||||
Net deferred tax asset (liability)
|
$ | (5,465 | ) | $ | 127,299 |
(In thousands)
|
Year ended
December 31,
2014
|
Year ended
December 31,
2013
|
Year ended
December 31,
2012
|
|||||||||
Beginning of period balance
|
$ | 2,244 | $ | 1,936 | $ | — | ||||||
Increases for tax positions taken during a prior period
|
451 | 589 | 1,936 | |||||||||
Decreases for tax positions taken during a prior period
|
(200 | ) | (511 | ) | — | |||||||
Increases for tax positions taken during the current period
|
800 | 230 | — | |||||||||
Reduction as a result of a lapse of statute of limitations
|
— | — | — | |||||||||
$ | 3,295 | $ | 2,244 | $ | 1,936 |
(In thousands)
|
||||
2015
|
$ | 4,787 | ||
2016
|
4,353 | |||
2017
|
4,462 | |||
2018
|
4,573 | |||
2019
|
4,688 | |||
Later years
|
16,780 | |||
$ | 39,643 |
(In thousands)
|
December 31,
2014
|
December 31,
2013
|
Estimated
remaining
useful lives as of
December 31,
2014
|
|||||||||
In-process research & development – CVT-301/ARCUS
|
$ | 423,000 | $ | — |
Indefinite-lived
|
|||||||
In-process research & development – NP-1998
|
— | 6,991 | n/a | |||||||||
Ampyra milestones
|
5,750 | 5,750 |
12 years
|
|||||||||
Ampyra CSRO royalty buyout
|
3,000 | 3,000 |
5 years
|
|||||||||
Qutenza developed technology
|
— | 450 | n/a | |||||||||
Website development costs
|
11,319 | 8,435 |
1-3 years
|
|||||||||
Website development costs – in process
|
306 | 492 |
3 years
|
|||||||||
443,375 | 25,118 | |||||||||||
Less accumulated amortization
|
10,553 | 7,659 | ||||||||||
$ | 432,822 | $ | 17,459 |
(In thousands)
|
||||
2015
|
$ | 3,014 | ||
2016
|
2,099 | |||
2017
|
1,331 | |||
2018
|
588 | |||
2019
|
588 | |||
Thereafter
|
2,202 | |||
$ | 9,822 |
Balance at December 31, 2013
|
$ | — | ||
Acquisition of Civitas Therapeutics
|
182,952 | |||
Balance at December 31, 2014
|
$ | 182,952 |
(In thousands)
|
December 31, 2014
|
|||
Liability component:
|
||||
Principal
|
$
|
345,000
|
||
Less: debt discount, net
|
(57,301
|
)
|
||
Net carrying amount
|
$
|
287,699
|
||
Equity component
|
$
|
61,195
|
(In thousands)
|
Year ended
December 31, 2014
|
|||
Contractual interest expense
|
$ | 3,153 | ||
Amortization of debt issuance costs
|
397 | |||
Amortization of debt discount
|
3,894 | |||
Total interest expense
|
$ | 7,444 |
|
•
|
with respect to Zanaflex net revenues up to and including $30.0 million for each fiscal year during the term of the agreement, 15% of such net revenues;
|
|
•
|
with respect to Zanaflex net revenues in excess of $30.0 million but less than and including $60.0 million for each fiscal year during the term of the agreement, 6% of such net revenues; and
|
|
•
|
with respect to Zanaflex net revenues in excess of $60.0 million for each fiscal year during the term of the agreement, 1% of such net revenues.
|
|
•
|
Level 1 Quoted prices in active markets for identical assets or liabilities.
|
|
•
|
Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
|
•
|
Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
(In thousands)
|
Level 1
|
Level 2
|
Level 3
|
|||||||||
2014
|
||||||||||||
Assets Carried at Fair Value:
|
||||||||||||
Cash equivalents
|
$ | 149,754 | $ | — | $ | — | ||||||
Short-term investments
|
— | 125,448 | — | |||||||||
Long-term investments
|
— | — | — | |||||||||
Liabilities Carried at Fair Value:
|
||||||||||||
Acquired contingent consideration
|
— | — | 52,600 | |||||||||
Put/call liability
|
— | — | — | |||||||||
Contingent purchase price
|
— | — | — | |||||||||
2013
|
||||||||||||
Assets Carried at Fair Value:
|
||||||||||||
Cash equivalents
|
$ | 28,308 | $ | — | $ | — | ||||||
Short-term investments
|
— | 225,891 | — | |||||||||
Long-term investments
|
— | 93,299 | — | |||||||||
Liabilities Carried at Fair Value:
|
||||||||||||
Put/call liability
|
— | — | 147 | |||||||||
Contingent purchase price
|
— | — | 236 |
(In thousands)
|
Year ended
December 31,
2014
|
Year ended December 31, 2013
|
||||||
Acquired contingent consideration:
|
||||||||
Balance, beginning of period
|
$ | — | $ | — | ||||
Fair value of acquired contingent consideration as of October 22, 2014
|
50,400 | — | ||||||
Total (gains) losses included in the statement of operations
|
2,200 | — | ||||||
Balance, end of period
|
$ | 52,600 | $ | — |
(In thousands)
|
Year ended
December 31,
2014
|
Year ended December 31, 2013
|
||||||
Put/call liability:
|
||||||||
Balance, beginning of period
|
$ | 147 | $ | 329 | ||||
Total (gains) losses included in selling, general and administrative expenses
|
(147 | ) | (182 | ) | ||||
Balance, end of period
|
$ | — | $ | 147 |
(In thousands)
|
Year ended
December
31, 2014
|
Year ended December 31, 2013
|
||||||
Contingent purchase price:
|
||||||||
Balance, beginning of period
|
$ | 236 | $ | — | ||||
Fair value of contingent purchase price acquired as of July 8, 2013
|
— | 205 | ||||||
Total (gains) losses included in selling, general and administrative expenses:
|
(236 | ) | 31 | |||||
Balance, end of period
|
$ | — | $ | 236 |
(in thousands)
|
Net Carrying
Value as of
|
Fair Value Measured and
Recorded Using
|
Impairment
L
osses
(
Level 3)
|
||||||
December 31,
|
December 31,
|
||||||||
2014
|
Level 1
|
Level 2
|
Level 3
|
2014
|
|||||
In-process research & development – NP-1998
|
$—
|
$—
|
$—
|
$—
|
$6,991
|
||||
Qutenza developed technology
|
—
|
—
|
—
|
—
|
257
|
||||
Total impairment losses
|
$7,248
|
(In thousands, except per share amounts)
|
2014
|
|||||||||||||||
March 31
|
June 30
|
September 30
|
December 31
|
|||||||||||||
Total net revenues
|
$ | 80,518 | $ | 97,129 | $ | 105,961 | $ | 117,872 | ||||||||
Gross profit
|
64,831 | 78,071 | 85,227 | 92,737 | ||||||||||||
Net income—basic and diluted (1)
|
703 | 4,685 | 11,953 | 331 | ||||||||||||
Net income per share—basic
|
$ | 0.02 | $ | 0.11 | $ | 0.29 | $ | 0.01 | ||||||||
Net income per share—diluted
|
0.02 | 0.11 | 0.28 | 0.01 |
2013
|
||||||||||||||||
March 31
|
June 30
|
September 30
|
December 31
|
|||||||||||||
Total net revenues
|
$ | 71,865 | $ | 87,053 | $ | 84,919 | $ | 92,593 | ||||||||
Gross profit
|
58,223 | 69,960 | 67,548 | 74,057 | ||||||||||||
Net income (loss)—basic and diluted
|
(1,139 | ) | 3,910 | 7,477 | 6,193 | |||||||||||
Net income (loss) per share—basic
|
$ | (0.03 | ) | $ | 0.10 | $ | 0.19 | $ | 0.15 | |||||||
Net income (loss) per share—diluted
|
(0.03 | ) | 0.09 | 0.18 | 0.15 |
(1)
|
In the fourth quarter of 2014 the Company realized a non-recurring impairment charge of $7.0 million to write- off the IPR&D related to the NP-1998 program.
|
Exhibit No.
|
Description
|
|
1.1
|
Underwriting Agreement dated June 17, 2014, by and between the Registrant and J.P. Morgan Securities LLC. Incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed June 23, 2014.
|
|
2.1*
|
Agreement and Plan of Merger, dated as of February 15, 2012, among the Registrant, ATI Development Corp., Neuronex, Inc., and Moise A. Khayrallah, Ph.D., solely as the Stockholders’ Representative as set forth therein. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2012.
|
|
2.2
|
Agreement and Plan of Merger, dated as of September 24, 2014, by and among the Registrant, Five A Acquisition Corporation, Civitas Therapeutics, Inc., and Shareholder Representative Services LLC, as Representative. Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on September 26, 2014.
|
|
3.1
|
Amended and Restated Certificate of Incorporation of the Registrant. Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1, No. 333-138842, filed on November 20, 2006.
|
|
3.2
|
Bylaws of the Registrant, as amended on December 15, 2011. Incorporated herein by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2012.
|
|
4.1
|
Specimen Stock Certificate evidencing shares of common stock. Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, No. 333-128827, filed on October 5, 2005.
|
|
4.2
|
Indenture dated as of June 23, 2014, by and between the Registrant and Wilmington Trust, National Association. Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed June 23, 2014.
|
|
4.3
|
First Supplemental Indenture dated as of June 23, 2014, by and between the Registrant and Wilmington Trust, National Association. Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed June 23, 2014.
|
|
4.4
|
Form of 1.75% Convertible Senior Note due 2021 (included in exhibit 4.3). Incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed June 23, 2014.
|
|
10.1**
|
Acorda Therapeutics 1999 Employee Stock Option Plan. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, No. 333-128827, filed on October 5, 2005.
|
|
10.2**
|
Amendment to 1999 Employee Stock Option Plan. Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, No. 333-128827, filed on October 5, 2005.
|
|
10.3**
|
Amendment No. 2 to 1999 Employee Stock Option Plan. Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, No. 333-128827, filed on October 5, 2005.
|
Exhibit No.
|
Description
|
10.4**
|
Acorda Therapeutics 2006 Employee Incentive Plan. Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A, No. 333-128827, filed on January 5, 2006.
|
10.5**
|
Acorda Therapeutics 2006 Employee Incentive Plan, as amended as of January 13, 2006. Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1/A, No. 333-128827, filed on January 18, 2006.
|
10.6**
|
Forms of Equity Award Documents. Incorporated herein by reference to Exhibit 10.58 to Registrant’s Annual Report on Form 10-K filed on March 1, 2011.
|
10.7**
|
Employment Agreement, dated August 11, 2002, by and between the Registrant and Ron Cohen. Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, No. 333-128827, filed on October 5, 2005.
|
10.8**
|
Amendment to August 11, 2002 Employment Agreement, dated September 26, 2005, by and between the Registrant and Ron Cohen. Incorporated herein by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, No. 333-128827, filed on October 5, 2005.
|
10.9**
|
Amendment to August 11, 2002 Employment Agreement, dated May 10, 2007, by and between the Registrant and Ron Cohen. Incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q filed on May 14, 2007.
|
10.10**
|
Amendment to August 11, 2002 Employment Agreement dated December 28, 2007, by and between the Registrant and Ron Cohen. Incorporated herein by reference to Exhibit 10.52 to Registrant’s Annual Report on Form 10-K filed on March 14, 2008.
|
10.11**
|
Amendment to August 11, 2002 Employment Agreement dated June 21, 2011, by and between the Registrant and Ron Cohen. Incorporated herein by reference to Exhibit 10.61 to the Registrant’s Quarterly Report on Form 10-Q filed on August 8, 2011.
|
10.12**
|
Employment Agreement, dated as of December 19, 2005, by and between the Registrant and Andrew R. Blight. Incorporated herein by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1/A, No. 333-128827, filed on January 5, 2006.
|
10.13**
|
Amendment to December 19, 2005 Employment Agreement, dated May 10, 2007, by and between the Registrant and Andrew R. Blight. Incorporated herein by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q filed on May 14, 2007.
|
10.14**
|
Amendment to December 19, 2005 Employment Agreement, dated November 7, 2011, by and between the Registrant and Andrew R. Blight. Incorporated herein by reference to Exhibit 10.67 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2012.
|
10.15**
|
Employment Agreement, dated as of December 19, 2005, by and between the Registrant and David Lawrence. Incorporated herein by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1/A, No. 333-128827, filed on January 5, 2006.
|
10.16**
|
Amendment to December 19, 2005 Employment Agreement, dated May 10, 2007, by and between the Registrant and David Lawrence. Incorporated herein by reference to Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q filed on May 14, 2007.
|
10.17**
|
Amendment to December 19, 2005 Employment Agreement, dated November 7, 2011, by and between the Registrant and David Lawrence. Incorporated herein by reference to Exhibit 10.68 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2012.
|
10.18**
|
Employment Agreement, dated as of December 19, 2005, by and between the Registrant and Jane Wasman. Incorporated herein by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1/A, No. 333-128827, filed on January 5, 2006.
|
Exhibit No.
|
Description
|
10.19**
|
Amendment to December 19, 2005 Employment Agreement, dated May 10, 2007, by and between the Registrant and Jane Wasman. Incorporated herein by reference to Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q filed on May 14, 2007.
|
10.20**
|
Amendment to December 19, 2005 Employment Agreement, dated November 7, 2011, by and between the Registrant and Jane Wasman. Incorporated herein by reference to Exhibit 10.69 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2012.
|
10.21**
|
Employment offer letter, dated January 22, 2010, by and between the Registrant and Lauren Sabella. Incorporated herein by reference to Exhibit 10.57 to Registrant’s Quarterly Report on Form 10-Q filed on May 10, 2010.
|
10.22**
|
Letter agreement dated November 7, 2011, by and between the Registrant and Lauren Sabella. Incorporated herein by reference to Exhibit 10.70 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2012.
|
10.23**
|
Employment offer letter, dated August 18, 2011, by and between the Registrant and Enrique Carrazana. Incorporated herein by reference to Exhibit 10.64 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2012.
|
10.24**
|
Letter agreement dated October 19, 2011, by and between the Registrant and Enrique Carrazana. Incorporated herein by reference to Exhibit 10.66 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2012.
|
10.25**
|
Letter agreement dated September 4, 2012, by and between the Registrant and Enrique Carrazana. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 8, 2012.
|
10.26**
|
Letter agreement dated October 28, 2014, by and between the Registrant and Enrique Carrazana. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 7, 2014.
|
10.27**
|
Employment offer letter, dated September 20, 2013, by and between the Registrant and Michael Rogers. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 7, 2013.
|
10.28**
|
Employment Agreement, dated as of October 7, 2013, by and between the Registrant and Michael Rogers. Incorporated herein by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2014.
|
10.29**
|
Restricted Stock Agreement, dated as of October 7, 2013, by and between the Registrant and Michael Rogers. Incorporated herein by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2014.
|
10.30**
|
Employment offer letter, dated May 1, 2014, by and between the Registrant and Andrew Hindman. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2014.
|
10.31**
|
Non-Statutory Stock Option Certificate under the 2006 Employee Stock Option Plan, dated as of May 13, 2014, by and between the Registrant and Andrew Hindman.
|
10.32**
|
Restricted Stock Agreement, dated as of May 13, 2014, by and between the Registrant and Andrew Hindman.
|
10.33**
|
Letter agreement dated September 4, 2012, by and between the Registrant and Enrique Carrazana. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed November 8, 2012.
|
Exhibit No.
|
Description
|
10.34
|
Lease, dated as of June 23, 2011, by and between the Registrant and BMR-Ardsley Park LLC. Incorporated herein by reference to Exhibit 10.62 to the Registrant’s Quarterly Report on Form 10-Q filed on August 8, 2011.
|
10.35
|
Letter Agreement dated September 11, 2014, between the Registrant and BMR-Ardsley Park LLC. Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed November 7, 2014.
|
10.36
|
Lease Agreement, dated as of December 6, 2000, by and between H&N Associates, LLC and Advanced Inhalation Research, Inc.
|
10.37
|
First Amendment, dated August 22, 2002, to Lease Agreement by and between H&N Associates, LLC and Advanced Inhalation Research, Inc.
|
10.38
|
Second Amendment, dated December 4, 2006, to Lease Agreement by and between H&N Associates, LLC and Advanced Inhalation Research, Inc.
|
10.39
|
Sublease Agreement, dated December 27, 2010, by and between Alkermes, Inc. and Civitas Therapeutics, Inc. (f/k/a Corregidor Therapeutics, Inc.).
|
10.40
|
Limited Recourse Convertible Promissory Note issued to Elan International Services, Ltd. Incorporated herein by reference to Exhibit 10.29 to the Registrant’s Registration Statement on Form S-1, No. 333-128827, filed on October 5, 2005.
|
10.41
|
Note Modification and Amendment, dated as of December 23, 2005, by and between the Registrant and Elan Pharma International Limited. Incorporated herein by reference to Exhibit 10.36 to the Registrant’s Registration Statement on Form S-1/A, No. 333-128827, filed on January 5, 2006.
|
10.42
|
Revenue Interests Assignment Agreement, dated as of December 23, 2005, between the Registrant and King George Holdings Luxembourg IIA S.à.r.l., an affiliate of Paul Royalty Fund II, L.P. Incorporated herein by reference to Exhibit 10.41 to the Registrant’s Registration Statement on Form S-1/A, No. 333-128827, filed on January 5, 2006.
|
10.43
|
First Amendment to Revenue Interests Assignment Agreement and to Guaranty, dated November 28, 2006 by and among the Registrant, King George Holdings Luxembourg IIA S.à.r.1. and Paul Royalty Fund II, L.P. Incorporated herein by reference to Exhibit 10.45 to Registrant’s Current Report on Form 8-K filed on November 29, 2006.
|
10.44
|
License Agreement, dated September 8, 2000, by and between the Registrant and Mayo Foundation for Medical Education and Research. Incorporated herein by reference to Exhibit 10.24 to the Registrant’s Quarterly Report on Form 10-Q filed on August 8, 2011.
|
10.45*
|
Side Letter Agreement, dated June 1, 2005, by and between the Registrant and Mayo Foundation for Medical Education and Research. Incorporated herein by reference to Exhibit 10.25 to the Registrant’s Registration Statement on Form S-1/A, No. 333-128827, filed on January 25, 2006.
|
10.46
|
License Agreement, dated November 12, 2002, by and between the Registrant and CeNeS Pharmaceuticals, plc. Incorporated herein by reference to Exhibit 10.22 to the Registrant’s Quarterly Report on Form 10-Q filed on August 8, 2011.
|
10.47*
|
License Agreement, dated November 12, 2002, by and between the Registrant and CeNeS Pharmaceuticals, plc. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2014.
|
10.48*
|
Amendment #1 to the License Agreement, dated March 15, 2012, by and between the Registrant and Paion Holdings UK Ltd (formerly CeNeS Pharmaceuticals, plc).
Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2012.
|
10.49
|
Amended and Restated License Agreement, dated September 26, 2003, by and between the Registrant and Elan Corporation, plc. Incorporated herein by reference to Exhibit 10.14 to the Registrant’s Amendment No. 1 to its Quarterly Report on Form 10-Q/A filed on July 20, 2011.
|
10.50*
|
Supply Agreement, dated September 26, 2003, by and between the Registrant and Elan Corporation, plc. Incorporated herein by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1/A, No. 333-128827, filed on January 25, 2006.
|
10.51
|
Side Agreement, dated September 26, 2003, by and among the Registrant, Rush-Presbyterian-St. Luke’s Medical Center, and Elan Corporation, plc. Incorporated herein by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1, No. 333-128827, filed on October 5, 2005.
|
10.52*
|
Payment Agreement, dated September 26, 2003, by and among the Registrant, Rush-Presbyterian-St. Luke’s Medical Center, and Elan Corporation, plc. Incorporated herein by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1/A, No. 333-128827, filed on January 25, 2006.
|
10.53*
|
Amendment No. 1 to the Payment Agreement, dated as of October 27, 2003, by and between the Registrant and Elan Corporation, plc. Incorporated herein by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1/A, No. 333-128827, filed on January 25, 2006.
|
10.54
|
Securities Amendment Agreement, dated September 26, 2003, by and among the Registrant, Elan Corporation plc and Elan International Services, Ltd. Incorporated herein by reference to Exhibit 10.31 to the Registrant’s Registration Statement on Form S-1, No. 333-128827, filed on October 5, 2005.
|
10.55
|
Amendment No. 1 Agreement and Sublicense Consent Between Elan Corporation, plc and the Registrant dated June 30, 2009. Incorporated herein by reference to Exhibit 10.56 to Registrant’s Quarterly Report on Form 10-Q filed on August 10, 2009.
|
10.56
|
Amendment No. 2 to Amended and Restated License Agreement and Supply Agreement between the Registrant and Alkermes Pharma Ireland Limited dated March 29, 2012.
Incorporated herein by reference to Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2013.
|
10.57
|
Amendment No. 3 to the Amended and Restated License Agreement and Supply Agreement between the Registrant and Alkermes Pharma Ireland Limited dated February 14, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 10, 2013.
|
10.58*
|
Development and Supplemental Agreement between Elan Pharma International Limited and the Registrant dated January 14, 2011. Incorporated herein by reference to Exhibit 10.59 to Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2011.
|
10.59*
|
Collaboration and License Agreement Between Biogen Idec International GmbH and the Registrant dated June 30, 2009. Incorporated herein by reference to Exhibit 10.54 to Registrant’s Quarterly Report on Form 10-Q filed on August 10, 2009.
|
10.60*
|
Supply Agreement Between Biogen Idec International GmbH and the Registrant dated June 30, 2009. Incorporated herein by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2014.
|
10.61*
|
Addendum Number 3 to Collaboration and License Agreement and to Supply Agreement between the Registrant and Biogen Idec International GmbH dated February 14, 2013. Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 10, 2013.
|
Exhibit No.
|
Description
|
10.62*
|
Amended and Restated License Agreement, dated August 1, 2003, by and between the Registrant and Canadian Spinal Research Organization. Incorporated herein by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1/A, No. 333-128827, filed on January 25, 2006.
|
10.63
|
License Agreement, dated September 26, 2003, by and between the Registrant and Rush-Presbyterian-St. Luke’s Medical Center. Incorporated herein by reference to Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q filed on August 8, 2011.
|
10.64*
|
Asset Purchase Agreement, dated as of July 21, 2004, by and between the Registrant and Elan Pharmaceuticals, Inc. Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2014.
|
10.65*
|
Zanaflex Supply Agreement, dated as of July 21, 2004, by and between the Registrant and Elan Pharma International Limited. Incorporated herein by reference to Exhibit 10.27 to the Registrant’s Registration Statement on Form S-1/A, No. 333-128827, filed on January 25, 2006.
|
10.66
|
Patent Assignment Agreement, dated as of July 21, 2004, by and between the Registrant and Elan Pharmaceuticals, Inc. Incorporated herein by reference to Exhibit 10.24 to the Registrant’s Registration Statement on Form S-1, No. 333-128827, filed on October 5, 2005.
|
10.67
|
Trademark License Agreement, dated as of July 21, 2004, by and between the Registrant and Elan Pharmaceuticals, Inc. Incorporated herein by reference to Exhibit 10.25 to the Registrant’s Registration Statement on Form S-1, No. 333-128827, filed on October 5, 2005.
|
10.68
|
Agreement Relating to Additional Trademark, dated as of July 2005, by and between the Registrant and Elan Pharmaceuticals, Inc. Incorporated herein by reference to Exhibit 10.32 to the Registrant’s Registration Statement on Form S-1/A, No. 333-128827, filed on January 25, 2006.
|
10.69
|
Domain Name Assignment Agreement, dated as of July 21, 2004, by and between the Registrant and Elan Pharmaceuticals, Inc. Incorporated herein by reference to Exhibit 10.27 to the Registrant’s Registration Statement on Form S-1, No. 333-128827, filed on October 5, 2005.
|
10.70
|
Bill of Sale and Assignment and Assumption Agreement, dated as of July 21, 2004, by and between the Registrant and Elan Pharmaceuticals, Inc. Incorporated herein by reference to Exhibit 10.28 to the Registrant’s Registration Statement on Form S-1, No. 333-128827, filed on October 5, 2005.
|
10.71
|
License Agreement, dated as of December 19, 2003, by and among the Registrant, Cambridge University Technical Services Limited, and King’s College London. Incorporated herein by reference to Exhibit 10.41 to the Registrant’s Amendment No. 1 to its Quarterly Report on Form 10-Q/A filed on July 20, 2011.
|
10.72*
|
Amendment #1 to License Agreement among the Registrant, Cambridge Enterprise Limited (formerly Cambridge University Technical Services Limited), and Kings College London dated as of March 4, 2011. Incorporated herein by reference to Exhibit 10.60 to Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2011.
|
10.73*
|
License Agreement, dated as of June 27, 2011, by and between the Registrant and Medtronic, Inc. and Warsaw Orthopedic, Inc. Incorporated herein by reference to Exhibit 10.63 to the Registrant’s Quarterly Report on Form 10-Q filed on August 8, 2011.
|
10.74*
|
License Agreement dated as of July 6, 2010, between SK Biopharmaceuticals Co., Ltd. (formerly SK Holdings Co., Ltd.) and Neuronex, Inc.
Incorporated herein by reference to Exhibit 10.65 to the Registrant’s Annual Report on Form 10-K filed on February 28, 2013.
|
10.75*
|
Asset Purchase and License Agreement, dated as of December 27, 2010, between Civitas Therapeutics, Inc. (f/k/a Corregidor Therapeutics, Inc.) and Alkermes, Inc.
|
10.76*
|
Amendment to Asset Purchase and License Agreement, dated as of December 9, 2011, by and between Civitas Therapeutics, Inc. and Alkermes, Inc.
|
10.77*
|
Second Amendment to Asset Purchase and License Agreement, dated as of December 19, 2014, by and between Civitas Therapeutics, Inc. and Alkermes, Inc.
|
21
|
List of Subsidiaries of the Registrant.
|
23
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
31.1
|
Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
31.2
|
Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
32.1
|
Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS***
|
XBRL Instance Document
|
101.SCH***
|
XBRL Taxonomy Extension Schema Document
|
101.CAL***
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF***
|
XBRL Taxonomy Extension Definition Document
|
101.LAB***
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE***
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Portions of this exhibit were redacted pursuant to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission pursuant to Rule 406 under the Securities Act of 1933, as amended, or Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
**
|
Indicates management contract or compensatory plan or arrangement.
|
***
|
In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be “furnished” and not “filed.”
|
Acorda Therapeutics, Inc.
|
||
By:
|
/s/
Ron Cohen
Ron Cohen
President and Chief Executive Officer
|
Signature
|
Title
|
Date
|
|||||||
/s/
Ron
Cohen
, M.D
.
Ron Cohen, M.D.
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
February 27, 2015
|
|||||||
/s/
Michael Rogers
Michael Rogers
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
February 27, 2015
|
|||||||
/s/
Barry Greene
Barry Greene
|
Director
|
February 27, 2015
|
|||||||
/s/
Peder K. Jensen, M.D.
Peder K. Jensen, M.D.
|
Director
|
February 27, 2015
|
|||||||
/s/
John P. Kelley
John P. Kelley
|
Director
|
February 27, 2015
|
|||||||
/s/
Sandra Panem, Ph.D.
Sandra Panem, Ph.D.
|
Director
|
February 27, 2015
|
|||||||
/s/
Lorin J. Randall
Lorin J. Randall
|
Director
|
February 27, 2015
|
|||||||
/s/
Steven M. Rauscher, M.B.A.
Steven M. Rauscher, M.B.A.
|
Director
|
February 27, 2015
|
|||||||
/s/
Ian Smith
Ian Smith
|
Director
|
February 27, 2015
|
Option Number: NQ4060
|
27,768
|
Shares
|
Name of Optionee:
|
Andrew Hindman
|
Address:
|
550 West 45th Street
#2903
New York, NY 10036
|
Social Security No:
|
559-51-5385
|
Number of Shares:
|
27,768
|
Option Price:
|
$30.35
|
Date of Grant:
|
May 13, 2014
|
Vesting Start Date:
|
May 13, 2014
|
Annual Shares
|
Vest Schedule Ending On Annual Vest Date
|
In Full
|
27,768
|
On Vest Date
|
May 13, 2017
|
|
If to Employee, to his last known mailing address specified in the Company’s employee records.
|
LANDLORD:
TENANT:
PROPERTY:
DATED:
|
H&N Associates, LLC, a Massachusetts Limited Liability Company
Advanced Inhalation Research, Inc., a Delaware Corporation
Brickyard Square
190 Everett Avenue
Chelsea, Massachusetts
December 6, 2000
|
1.
|
(A)SUBJECTS REFERRED TO:
|
|
LANDLORD’S ADDRESS:
|
c/o HCG & Associates, Inc.
|
|
637 Washington Street
|
|
Suite 200
|
|
Brookline, MA 02446
|
|
TENANT’S ADDRESS:
|
190 Everett Avenue, Chelsea, MA 02150
|
|
PROPERTY:
|
|
The land and improvements thereon and known as Brickyard Square, 190 Everett Avenue, Chelsea, Massachusetts
|
|
90,675 SQUARE FEET
|
|
COMMENCEMENT DATE:
|
DECEMBER 15, 2000
|
|
ORIGINAL TERM:
|
APPROXIMATELY FIFTEEN (15) YEARS FROM THE COMMENCEMENT DATE
|
|
OPTIONS:
|
TWO (2) OPTIONS TO EXTEND THE TERM FOR FIVE (5) YEARS EACH
|
SECURITY DEPOSIT: N/A
|
GUARANTOR: ALKERMES, INC.
|
|
PERMITTED USE:
|
(B)
|
EXHIBITS
|
EXHIBIT A
|
Plan Showing the Demised Premises
|
EXHIBIT B
|
Landlord’s Required Work
|
EXHIBIT C
|
Tenant’s Work
|
EXHIBIT D
|
Landlord’s Services
|
EXHIBIT E
|
Intentionally Omitted
|
EXHIBIT F
|
Legal Description of Lot
|
2.
|
PREMISES
|
3.
|
(A)ORIGINAL TERM
|
(B)
|
LANDLORD’S REQUIRED WORK
|
(C)
|
TENANT’S WORK
|
(D)
|
GENERAL CONSTRUCTION PROVISIONS
|
(E)
|
CONSTRUCTION ALLOWANCE
|
4.
|
(A)LANDLORD’S COVENANTS DURING THE TERM:
|
(B)
|
INTERRUPTIONS
|
5.
|
(A)FIXED RENT
|
(B)
|
ADDITIONAL RENT - TAXES
|
(C)
|
ADDITIONAL RENT - OPERATING COSTS
|
(D)
|
MONTHLY PAYMENTS
|
(E)
|
ADDITIONAL RENT - ELECTRICITY, GAS, WATER & SEWER
|
6.
|
TENANT’S COVENANTS DURING THE TERM
|
7.
|
(A)EVENTS OF DEFAULT
|
(B)
|
OBLIGATIONS THEREAFTER
|
8.
|
(A)CASUALTY AND TAKING
|
(B)
|
RESERVATION OF AWARD
|
9.
|
(A)SUBORDINATION TO MORTGAGES
|
(B)
|
LIMITATION ON MORTGAGEE’S LIABILITY
|
(C)
|
NO RELEASE OR TERMINATION
|
10.
|
(A)CAPTIONS
|
(B)
|
SHORT FORM LEASE
|
(C)
|
RELOCATION
|
(D)
|
NOTICES
|
(E)
|
SUCCESSORS AND ASSIGNS
|
(F)
|
NO SURRENDER
|
(G)
|
WAIVERS AND REMEDIES
|
(H)
|
SELF-HELP
|
(I)
|
ESTOPPEL CERTIFICATE
|
(J)
|
WAIVER OF SUBROGATION
|
(K)
|
BROKERS
|
(L)
|
LANDLORD’S DEFAULTS
|
(M)
|
EFFECTIVENESS OF LEASE
|
(N)
|
HAZARDOUS MATERIALS
|
(O)
|
DELAYS
|
11.
|
INTENTIONALLY OMITTED.
|
12.
|
INTENTIONALLY OMITTED.
|
13.
|
(A)OPTION TERM
|
(B)
|
OPTION RENT
|
|
1.
|
Completion of the passenger elevator upon installation by Tenant of Tenant’s telephone service; and completion of the office lobby within one hundred fifty (150) days of Commencement Date provided, however, Landlord will provide a $5,000.00 allowance to Tenant if Tenant chooses to install its own floor covering and ceiling in the 600 square foot lobby;
|
|
2.
|
All exterior parking lot paving, including the rear access drive (1.5” finish coat and preliminary coat if not already done), finish/landscape around the new drive, pave all around the smokestack area (including over concrete area), and lighting on or before May 21, 2001; and striping by a mutually agreed upon date;
|
|
3.
|
Relocation of the light pole in the parking lot on or before May 31, 2001;
|
|
4.
|
Remove all equipment from building C and professionally clean the interior of building C and restore the restrooms within one hundred fifty (150) days of Commencement Date, failing which, the proportionate rent for building C shall abate until the equipment is removed, the building interior is cleaned and the restrooms are restored;
|
|
5.
|
Provide industrial heating and lighting to building D and provide electrical service thereto. The work set forth in this paragraph 5 shall be completed within one hundred fifty (150) days of Commencement Date provided, however, if Tenant elects to perform same, Landlord shall give Tenant an allowance of $6,100.00;
|
|
6.
|
Landlord shall replace the structure linking building D to building A within one hundred fifty (150) days of Commencement Date, failing which the proportionate rent for building D shall abate until said structure is replaced. Said structure shall thereafter be considered a building;
|
|
7.
|
Replace/fix chainlink fence around both rear parking lots by May 31, 2001;
|
|
8.
|
Two (2) new double doors in building D by January 30, 2001;
|
|
9.
|
Smooth building D floor with concrete skim coat or comparable product within one hundred fifty (150) days of Commencement Date;
|
|
10.
|
Clean up trash and remove all weeds around the buildings and garage area by May 31, 2001, and clean out the garage and secure and fix the doors thereto within one hundred fifty (150) days of Commencement Date; and
|
|
11.
|
Install steps at back of building C to rear parking lot by May 31, 2001.
|
NORTHWESTERLY
NORTHEASTERLY
SOUTHEASTERLY,
EASTERLY AND
NORTHEASTERLY
SOUTHWESTERLY
WESTERLY AND
SOUTHWESTERLY
|
by Carter Street, 269 feet;
by Vale Street, 543.16 feet;
by Lot 5, by three lines 66.60 feet, 22.10 feet and 46.50 feet, respectively;
by land now or formerly of the Boston and Maine Corporation, 333.62 feet; and
by Lot 2, by three lines, 132.40 feet, 80.20 feet, and 157 feet, respectively.
|
LANDLORD:
H & N ASSOCIATES, LLC
|
TENANT:
ADVANCED INHALATION RESEARCH, INC.
|
/s/ Harold C. Garnick
Harold C. Gamick
Manager
|
By /s/ James M. Frates
James M. Frates
Vice President
|
ATTEST:
|
|
By /s/ Patricia Allen
Patricia Allen
Director of Finance and Asst Secretary
|
|
(Corporate Seal)
|
|
AGREED TO AND ACCEPTED ALKERMES, INC., AS GUARANTOR
|
|
By James M. Frates
James M. Frates
CFO, Vice President & Treasurer
|
LANDLORD:
H & N ASSOCIATES, LLC
|
TENANT:
ADVANCED INHALATION RESEARCH, INC.
|
/s/ Harold C. Garnick
Harold C. Garnick, Manager
|
By
/s/ James M. Frates
Name: James M. Frates
Title:
|
By
Name:
Title:
|
LANDLORD:
H & N ASSOCIATES, LLC
|
TENANT:
ADVANCED INHALATION RESEARCH, INC.
|
By:
/s/ Harold C. Garnick
Harold C. Garnick
Manager
|
By
/s/ Michael Landine
Name: Michael Landine
Title: Vice President
|
Agreed to and Approved:
MORTGAGOR
|
|
By:
/s/ Goran C. Finley
Name: Goran C. Finley
Title: Senior Vice President
|
(a) If intended for Sublandlord, to:
|
Alkermes, Inc.
|
852 Winter Street
|
|
Waltham, Massachusetts 02451-1420
|
|
Attn: General Counsel
|
(b) If intended for Subtenant, to:
|
Corregidor Therapeutics, Inc.
|
384 Powder Mill Road
|
|
Concord, Massachusetts 01742
|
|
Attn: Chief Executive Officer
|
|
SUBLANDORD:
|
ALKERMES, INC.
|
By:
/s/ Gordon Pugh
|
|
Name:
Gordon Pugh
|
|
Its:
Senior Vice President
|
|
SUBTENANT
:
|
CORREGIDOR THERAPEUTICS, INC.
|
By:
/s/ Glenn Batchelder
|
|
Name:
Glenn Batchelder
|
|
Its:
Chief Financial Officer
|
Period
|
|
Annual
Fixed Rent
|
|
Monthly
Fixed Rent
|
Commencement Date through December 31, 2010
|
|
$632,401.75
|
|
$52,700.15
|
January 1, 2011 through December 31, 2015
|
|
$722,105.25
|
|
$60,175.44
|
Any Extension Period
|
|
Fixed Rent as in the Overlease
|
|
Fixed Rent as in the Overlease
|
Description
|
|
FEC ID#
|
GEA FES SYSTEMS CHILLER, 30 TON CAPACITY MODEL 02261091 WITH 75 HP GRASSO COMPRESSOR, RATED 49.7 GPM, 5 F TO -30 F TEMP RANGE, R 507 REFRIGERANT, 576 CU METERS/HR, 2002
|
|
BYS060
|
SARTORIOUS BALANCE, MODEL CISL1-U
|
|
|
SARTORIOUS BALANCE, MODEL CISL1-U
|
|
|
ELECTROL SPECIALISTS CIP SKID WITH STORAGE TANK, HEAT EXCHANGER AND CIRCULATION PUMP WITH CONTROLS
|
|
BYS061
|
GILSON SIEVE, MODEL SS-8R IN ENCLOSURE, SERIAL# 4855
|
|
BYS030
|
TELESIS PIN STAMP MARKING SYSTEM, MODEL TMP1700, SERIAL# 10751
|
|
BYS032
|
FLOW SCIENCES BENCH HOOD WITH HELA, MODEL 18X30, SERIAL# 100307-01
|
|
BYS036
|
FLOW SCIENCES BENCH HOOD WITH HELA, MODEL 18X30, SERIAL# 100307-01
|
|
BYS037
|
CONSOLIDATED STERILIZER, SINGEL DOOR, 24” X36” CHAMBER, RATED 36 PSI AT 300 F INTERNAL, JACKETED FOR 60 PSI AT 300 F WITH CONTROLS, SERIAL#5902-80, 2007
|
|
BYS028
|
BELLIMED GLASS WASHER, MODEL WD230, STAINLESS STEEL WITH PUMP AND RESERVOIR
|
|
BYS029
|
BECKER DUAL VACUUM SYSTEM, WITH (2) U4100 SA/K PUMPS, 5 HP ON TANK, 2007
|
|
BYS027
|
MARCOR PURIFICATION LAB WATER GENERATOR, WITH AQUAFINN TOC REDUCTION AND AQUA FINN ULTRAVIOLET UNIT, SERIAL# 13079
|
|
BYS026
|
HACH ULTRA ANALYTICS PARTICAL COUNTER, MODEL MET 13400, MODEL 3415, 5UM MIN SIZE, 1 CFM, SERIAL#
|
|
BYS010
|
MILLIPORE M AIR T ISOLATION PUMP
|
|
BYS011
|
HACH ULTRA ANALYTICS PARTICAL COUNTER, MODEL MET 13400, MODEL 3415, 5 UMMIN SIZE, 1 CFM, SERIAL# 080301149
|
|
BYS009
|
BINDER INCUBATOR, MODEL SCHUTZART IP20 BF720, DUAL DOOR, 100 C/212 F, 115 VOLT, 60 HERTZ, #058937, SERIAL# 9010-0244
|
|
BYS002
|
Glove Box, Single Sided With Light, Unused, New 2008
|
|
3340256
|
REFRIGERATOR
|
|
3040246
|
Refrigerator, Model Sp5Akt-22V2, 115 Volt, Cart Recorder
|
|
3040247
|
KOBELCO ROTARY SCREW AIR COMPRESSOR, KNW SERIES, MODEL KNOW-C/H, OIL FREE, 2-STAGE, 75 HP, 480 VOLT, 3 PHASE, SERIAL# 02J0208
|
|
BYS042
|
KOBELCO ROTARY SCREW AIR COMPRESSOR, KNW SERIES, MODEL KNOW-C/H, OIL FREE, 2-STAGE, 75 HP, 480 VOLT, 3 PHASE, SERIAL# 02J0207
|
|
BYS043
|
AIRTEK DUAL DESSICANT DRYER, MODEL TWB600, SERIAL# T02979-07G
|
|
BYS044
|
QUINCY AIR COMPRESSOR ON TANK, MODEL QT7CCDT00083, DUAL 5 HP PUMPS, SERIAL# 20080812-0001
|
|
BYS045
|
5’ X 5’ GSE FLOOR SCALE, 460 VOLT WITH RAMP AND READOUT
|
|
BYS081
|
STERIS FINN AQUA STERILIZER, MODEL 6121-D-B, S/S, 24” X 48” X 48” CHAMBER, PASS THRU, 480 VOLT, (2) CARTS, ALLEN BRADLEY PLC CONTROLS, SERIAL# COA41728
|
|
BYS075
|
MGR AMERICA MODEL G100 PRE WEIGHT ROTARY CAPSULE FILLER, S/S, METTLER BALANCES, VACUUM SYSTEM AND CREATIVE DISIGNS TOTE LIFT, 480 VOLT, MG2 SERIAL# 4462, 2002
|
|
BYS078
|
STERIS GLASS WASHER, MODEL 580
|
|
BYS076
|
8’ GEA NIRO SPRAY DRYER, MODEL PSD-4N-CC, 316 S/S CONTACT SURFACES, 304 S/S NON CONTACT SURFACES, ELECTRO POLISHED INSIDE AND OUTSIDE, 2500MM DIAMETER X 2000MM STRAIGHT SIDE, 60 DEGREE CONE BOTTOM, ELECTRICALLY HEATED WITH 100 KW HEATER RATED 350 C MAX INLET TEMP, CHAMBER RATED .03 BAR TO .1 BAR AT -10 C TO + 230 C, WITH MULTIPLE PRESSURE AND FLUID NOZZEL ATOMIZERS, DUST COLLECTOR, (4) HEPA FILTERS, BLOWERS AND INTER CONNECTING DUCT WORK QAND VALVING, RATED 1250 KG/HR AT 200 C INLET TEMPM 20-100KG/HR WATER EVAPORATION RATE, FAB#099-0020 NDK091-0010-00, NEW 2002
|
|
BYS063
|
TECHNOPHAR TUBLE DRYER, MODEL TD-8X, 8 S/S, 8 BASKET, 110/108 VOLT, 3.22 HP MOTOR DRIVE WITH SPARE BASKETS, SERIAL#06-02
|
|
BYS079
|
275 LITER FELMEIER KETTLE, 316L S/S, 304L S/S JACKET, 50PSI AND FULL VACUUM AT 350 FINTERNAL, 150PSI FULL VACUUM AT 350 F JACKET, SERIAL# S50906, NATIONAL BOARD# 3502, 2006
|
|
BYS071
|
230 LITER FELDMEIER PRESSURE TANK, 316L S/S, 24” DIAMETER X 31” STRAIGHT SIDE, DISHED REMOVABLE TOP, DISH BOTTOM, SERIAL #S109806
|
|
BYS072
|
275 LITER FELMEIER KETTLE, 316L S/S, 304L S/S JACKET, AND FULL VACUUM AT 350 FINTERNAL, 150PSI AND FULL VACUUM AT 350 F JACKET, SERIAL# s50806, NATIONAL BOARD# 3501, 2006
|
|
BYS070
|
800 LITER FELMEIER REACTOR. 316L 304L S/S JACKET, 50psi AND FULL VACUUM AT 302 FINTERNAL, 100 PSI AND FULL VACUUM AT 302 F JACKET WITH TOP MOUNTED .5 HP CHEMINEER AGITATOR DRIVE, SERIAL# SO2002, NATIONAL BOARD# 2512, 2002
|
|
BYS066
|
150 LITER FELMEIER REACTOR, 316L S/S, 304L S/S JACKET, 50 PSI AND FULL VACUUM AT 302 FINTERNAL, 100PSI AND FULL VACUUM AT 302 F JACKET WITH TOP MOUNTED .5 HP CHEMINEER AGITATOR DRIVE, SERIAL# SO1802, NATIONAL BOARD# 2510, 2002
|
|
BYS067
|
500 LITER FELMEIER REACTOR, 316L S/S, 304L S/S JACKET, 50 PSI AND FULL VACUUM AT 302 FINTERNAL, 100PSI AND FULL VACUUM AT 302 F JACKET WITH TOP MOUNTED .5 HP CHEMINEER AGITATOR DRIVE, SERIAL# SO1902, NATIONAL BOARD# 2511, 2002
|
|
BYS064
|
150 LITER FELMEIER REACTOR, 316L S/S, 304L S/S JACKET, 50 PSI AND FULL VACUUM AT 302 FINTERNAL, 100PSI AND FULL VACUUM AT 302 F JACKET WITH TOP MOUNTED .5 HP CHEMINEER AGITATOR DRIVE, SERIAL# SO1702, NATIONAL BOARD# 2509, 2002
|
|
BYS065
|
2500 LITER FELMEIER REACTOR, 316L S/S, 304L S/S JACKET, 56” DIAMETER X 68” STRAIGHT SIDE DISH TOP AND BOTTOM, 50PSI AND FULL VACUUM AT 350 FINTERNAL, 150 PSI AND FULL VACUUM AT 350 F JACKET WITH TOP MOUNTED 1 HP SHARPE AGITATOR DRIVE, SERIAL# S51006, NATIONAL BOARD# 3511, 2007
|
|
BYS069
|
2500 LITER FELMEIER REACTOR, 316L S/S, 304L S/S JACKET, 56” DIAMETER X 68” STRAIGHT SIDE DISH TOP AND BOTTOM, 50PSI AND FULL VACUUM AT 350 FINTERNAL, 150 PSI AND FULL VACUUM AT 350 F JACKET WITH TOP MOUNTED 1 HP SHARPE AGITATOR DRIVE, SERIAL# S51106, NATIONAL BOARD# 3512, 2007
|
|
BYS068
|
2415 GALLON DIVERSIFIED METALS PRESSURE TANK, 304 S/S, 6’ DIAMETER X 5’6” STRAIGHT SIDE, 2:1 ELLIPTICAL TOP AND BOTTOM, RATED 14.9 PSI AND FULL VACUUM AT 348 F, ON 4 S/S LEGS WITH TOP CENTER MOUNTED AGITATOR, 24” SIDE BOTTOM MANWAY WITH LADDER, SERIAL# P1911-1VE-2921
|
|
BYS062
|
HOWORTH AIRTECH LTD DOWN FLOW CONTAINMENT BOOTH, SAFE AREA CLASS, FINE DUST AND HEPA FILTER, 128” WIDE X 120” DEEP X 9’ HIGH, STAINLESS STEEL, SERIAL# 04237, 2007 NEVER USED
|
|
BYS073
|
(18) PROCESS SOLUTIONS IBC CONTAINERS, APPROX 5 CU FT, S/S, 30” X 30” X 30” CONE, FORK LIFT ACCESS, 6” OPENING
|
|
BYS074
|
GRANITE TABLE
|
|
|||
SCHENEK GRAVAMETRIC FEEDER, MECHATRON, 5 HP, 220 VOLT WITH TWO SPOUTS SERIAL# 92935-01A-VFD
|
|
BYS119
|
||
MULTITON ELECTRIC PALLET JACK, MODEL QMAX3000#, EME30
|
|
BYS052
|
||
8794 GALLON DIVERSIFIED METALS, PRESSURE TÄNK, 304 S/S, 102” DIAMETER X 222” STRAIGHT SIDE, 2:1 ELLIPTICAL HEADS, RATED 14.9 PSI AND FULL VACUUM AT 348 F, ON 4 S/S LEGS, SERIAL# P2+22-2VE-1101, NEW 2002, WEIGHT 11,900#
|
|
BYS049
|
||
9326 GALLON DIVERSIFIED METALS PRESSURE TANK, 304 S/S, 102” DIAMETER X 222” STRAIGHT SIDE, 2:1 ELLIPTICAL HEADS, RATED 14.9 PSI AND FULL VACUUM AT 348 F, ON 4 S/S LEGS, SERIAL# P1911-3VE-111, NEW 2002, WEIGHT 12,600#
|
|
BYS048
|
||
CAT GENSET WITH FUEL TANK, MODEL DMO634-02, 700 KW, 875 KVA
|
|
BYS041
|
||
BAC COOLING TOWER, MODEL33315JSQW, SERIAL# u0253782, 2002
|
|
BYS050
|
||
BAC COOLING TOWER, MODEL33315JSQW, SERIAL# U0253782, 2002
|
|
BYS051
|
||
COPLEY HCP5
|
ALKERMES, INC.
By:
/s/ Michael Landine
Print Name:
Michael Landine
Title:
Senior Vice President
By:
/s/ Gordon Pugh
Print Name:
Gordon Pugh
Title:
Senior Vice President
|
CORREIGIDOR THERAPEUTICS, INC.
By:
/s/ Glenn Batchelder
Print Name:
Glenn Batchelder
Title:
CEO
|
Country Name
|
Sub
|
Status
|
App #
|
Patent #
|
Issue Date
|
Comments
|
Description
|
FEC ID#
|
Device
|
Location
|
Qty
|
Model
|
Additional Description
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
Network Device
|
Location
|
Qty
|
Model
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
Device
|
Location
|
Qty
|
Model
|
Additional Description
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
1.1.
|
Deposition Study
|
|||
–
|
[***]
|
[***]
|
[***]
|
–
|
–
|
[***]
|
[***]
|
[***]
|
–
|
–
|
[***]
|
[***]
|
[***]
|
–
|
1.2.
|
–
|
p_MDI_w/Bud&EPI
|
–
|
–
|
–
|
[***]
|
[***]
|
[***]
|
–
|
1.3.
|
–
|
Tech Report – Formulation
|
–
|
–
|
–
|
[***]
|
[***]
|
[***]
|
–
|
–
|
[***]
|
[***]
|
[***]
|
–
|
1.4.
|
–
|
C2S Inhaler DMF
|
–
|
–
|
–
|
[***]
|
[***]
|
[***]
|
–
|
2.1.
|
[***]
|
3.
|
-
|
Excipients
|
-
|
-
|
–
|
[***]
|
[***]
|
[***]
|
–
|
–
|
[***]
|
[***]
|
[***]
|
–
|
–
|
[***]
|
[***]
|
[***]
|
–
|
–
|
[***]
|
[***]
|
[***]
|
–
|
–
|
[***]
|
[***]
|
[***]
|
–
|
–
|
[***]
|
[***]
|
[***]
|
–
|
–
|
[***]
|
[***]
|
[***]
|
–
|
–
|
[***]
|
[***]
|
[***]
|
–
|
–
|
[***]
|
[***]
|
[***]
|
–
|
Mold #
|
Description
|
[***]
|
Project
|
IND #
|
Date IND submitted
|
Current Status
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
ALKERMES, INC.
|
||
By:
|
||
Name:
|
||
Title:
|
BUYER:
|
||
CORREGIDOR THERAPEUTICS, INC.
|
||
By:
|
||
Name:
|
||
Title:
|
||
SELLER:
|
||
ALKERMES, INC.
|
||
By:
|
||
Name:
|
||
Title:
|
CORREGIDOR THERAPEUTICS, INC.
|
|
By:
|
|
Name:
|
|
Title:
|
Attested:
|
By:
|
Name:
|
Title:
|
|
(i)
|
in the case of any Collateral, in the name of the Obligor or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any item of Collateral or with respect to any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Lender for the purpose of collecting any and all such moneys due with respect to any Collateral whenever payable;
|
|
(ii)
|
to pay or discharge taxes and liens levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
|
|
(iii)
|
(A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Obligor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Lender may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s option and the Obligor’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender’s liens thereon and to effect the intent of this Agreement, all as fully and effectively as the Obligor might do.
|
OBLIGOR:
|
|||
Corregidor Therapeutics, Inc.
|
|||
By:
|
|||
Name:
|
|||
Title:
|
|||
LENDER:
|
|||
Alkermes, Inc.
|
|||
By:
|
|||
Name:
|
|||
Title:
|
CORREGIDOR THERAPEUTICS, INC.
|
||
By:
|
||
Name:
|
||
Title:
|
Attested:
|
||
By:
|
||
Name:
|
||
Title:
|
ALKERMES, INC.
|
|||
By:
|
|||
Name:
|
|||
Title:
|
a)
|
Civitas will be responsible for all costs incurred by Alkermes associated with packaging, insuring and transporting the Capsule Filler from Alkermes’ manufacturing facility in Wilmington, OH to the Manufacturing Facility. Alkermes will invoice Civitas for these costs, and Civitas will pay this invoice within thirty (30) days of receipt.
|
b)
|
Alkermes does not represent or warrant that the Capsule Filler is in working order or condition. Civitas shall use the Capsule Filler entirely at its own risk and shall, in accordance with the terms of the Agreement, Indemnify the Alkermes Indemnitees from and against any and all Losses arising out of the use of the Capsule Filler by, on behalf of, or under the authority of Civitas, its Affiliates or Collaboration Partners.
|
c)
|
Civitas will use the Capsule Filler only in connection with the Development Program and will maintain the Capsule Filler in at least the condition in which it was received by Civitas, ordinary wear and tear excepted. While the Capsule Filler is at the Manufacturing Facility, Civitas will insure it against damage or loss. Civitas will keep the Capsule Filler free and clear of all mortgages, security interests, liens, encumbrances, or rights of others to possession or use.
|
d)
|
At any time, upon sixty (60) days prior written notice, Alkermes may direct Civitas to return the Capsule Filler to Alkermes.
|
e)
|
Upon Alkermes’ direction that the Capsule Filler be returned, or upon Civitas’ decision to cease using the Capsule Filler, Civitas will be responsible for cleaning and packaging the Capsule Filler and insuring and delivering it, at Civitas’ expense, to a facility of Alkermes’ choosing. In the event Civitas decides to cease using the Capsule Filler, Civitas will provide Alkermes notice at least thirty (30) days prior to the intended delivery of the Capsule Filler.
|
(1)
|
Registration Statement (Form S-3 No. 333-196803)
|
(2)
|
Registration Statement (Form S-8 Nos. 333-194375, 333-164626, 333-158085, 333-131846, 333-149726
, 333-174785, 333-179906, and 333-187091
)
|
1.
|
I have reviewed this annual report on Form 10-K of Acorda Therapeutics, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/
Ron Cohen
Ron Cohen
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of Acorda Therapeutics, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/
Michael Rogers
Michael Rogers
Chief Financial Officer
(Principal Financial Officer)
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|