Aralez Pharmaceuticals Inc. (Form: 8-K, Received: 04/05/2018 17:13:59)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 3, 2018

ARALEZ PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada		001-37691		98-1283375
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7100 West Credit Avenue, Suite 101, Mississauga, Ontario, Canada		L5N 0E4
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (905) 876-1118

Not Applicable

(Former name or former address, if changed since last report.)

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01. Entry Into A Material Definitive Agreement.

On April 3, 2018, Aralez Pharmaceuticals US Inc. (“Aralez US”), a Delaware company and a wholly-owned, indirect subsidiary of Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada, entered into a Modification of Contract (the “Contract Modification”) pursuant to which the United States of America (the “Government”) exercised its second renewal option under that certain VA National Contract, effective April 29, 2016, between Aralez US (by novation from AstraZeneca Pharmaceuticals LP) and the Government (the “Agreement”), extending the term of the Agreement by one year to April 28, 2019 on the same pricing terms as have been in effect during the April 29, 2017 through April 28, 2018 annual term except for a price decrease to the 200mg SKUs only (which are currently the smallest selling SKUs). Under the Agreement, Aralez US provides products containing metoprolol succinate (sold under the brand name Toprol-XL ® ) as the active pharmaceutical ingredient at fixed prices to the U.S. Department of Veterans Affairs and certain other United States federal government agencies. The Contract Modification is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) List of Exhibits

EXHIBIT NO.		DESCRIPTION

10.1		Modification of Contract, executed on April 3, 2018, between the United States of America and Aralez Pharmaceuticals US Inc.

SIGNATURE

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

Date: April 5, 2018	ARALEZ PHARMACEUTICALS INC.

	By:	/s/ Michael Kaseta
		Michael Kaseta
		Chief Financial Officer

Exhibit 10.1

IOFP GES 1 CONTRACT 10 COOE 18PANO AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT IPA OPAL I National Acquisition Center lst Avenue, One Block North of Cermak VA797P-16-C-0035 11.THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS 0The above numbered solicitationIs amended as set forth in Item 14. The hour and date specified for receipt of Offers 0Is extended, 0is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specifiedIn the solicitation or as amended,by one of the followng methods: (a) By completing Items 8 and 15, and retumlng copies of the amendment;(b) By acknowledging receipt of this amendment on each copy of the offer submitted;or (c) By separate letter or electronic communication wl'lich includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted,such change may be made by letter or electronic communication,provided each letter or electronic communicationmakes reference to the solicitation and this amendment, and Is received prior to the opening hour and date specified. 12. ACCOUNTING AND APPROPRIATION Do\To\ (IIn>qUired) 13.THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO.AS DESCRIBED IN ITEM 14. SET FORTHINITEM 14,1'\JRSUANT TO TIEAUTHORITY OF FAR 43.103(b). is not. 0Is required to sign this document and retum E.IMPORTANT: Contractor copies to the Issuing office. 14.DESCRIPTION OF o\MENOMENTIMOOIFIC,t,TION (Organized by UCF tOC1iOn '-dilgt,lndudng oaldtalilnla>nlrld tubjed mauer""'ere feulble) EXERCISE 2ND OPTION YEAR This modification is issued to exercise the 2nd option year for Hetoprolol Succinate Tablets, SA, Contract VA797P-16-C-0035 for the period April 29, 2018 through April 28, 2019. Please note that prices are changed for 2 line items. Specific product and prices details are available on Page 2 herein. All other terms and conditions remain unchanged and in full force and effect. 1SA.N,t,ME AND TinE OF SIGNER (Type Q( pllnl) 16A.NAME AND TITLE OF CONTRACTING OFFICER Adrienne A.Albachiara, Contracting Officer 168. UNITED STATES OF o\MfRICA ADRIENNE A. (Type or print) Diglllll)l•lonod b' 16C. 01\TE SIGNED ADiaENNEA. ALBACHIARA ALIACHIARA zn z• BY 4/3/2018 (Signelllre ol pe110n aut>oriud ID algn) (51gnelllreol29'9"4!8011lcor) -:; Dii.v4.0114.1d PREVIOUS eDITION NOT USABLE STANOARD FORM 30 (REV 1112016) Prncrtbed by GSo\ FAR (48 CFR) 53243 A.THIS CHANORDeR IS ISSUED PURSUo\NT TO.(Spedly eu1horily) THE CHANGeS SET FORTHIN rrEM14 ARE MADE INTHE CONTRACT ORDER NO.INrrEM 10.\. e.THE ABOVE NUMBERED CQNT'RACTIOROER IS MOOIFED TOREFlECT TIE AOIMNISTRATIVE CHANGES(tudl a c:Nnges paying olficot.-cllle.etc.) C.THIS SUPPI.Et.ENTAL AGREEMENT IS ENTERED INTOPURSUANT TO AUTHORITY OF X 0.OTHER (Spedfyl'j!>e of modlllcallan and e.-nty) FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT 2.AMENOM!NTMOOIFICATONNUIAIER P00005 3.EFFECTIVE DATE 04-29-2018 4.RfOUISITIOIWIJRCHASE REQ.NUMBER S.PROJECT NUMBER (rOllllflcable) 1 6.1SSUED!IYCODE 7 ADMINISTERED !IY (If -llan nom6)CODE I Department of Veterans Affairs Building 37 Hines IL 60141 8.NAMe AND ADDRESS OF COPm!ACTOR(Number stnoeal >unty,Slale end ZIP Code) - ARALEZ PHARMACEUTICALS US INC. 555 E LANCASTER AVE STE 540 RADNOR PA 19087 (X) 9A. AMeNDMENT Of SOLICITATION NUMBER Ill.DATED (SEE IT!Iot 11) X 10A.Iot001FICATIONOf CONTRACT/ORDER NUUIIER 108.DATED (SEE ITEM 13) 02-11-2016 CODE7KH89 FACl.ITY CODE Tom Tobin, Sr. Director, Pricing & Contracting /s/ Tom Tobin ###### ######

Continuation Page of SF 30 Contract Number VA797P-16-C-0035 Modification POOOOS Aralez Pharmaceuticals US,Inc. Page 2 of2 Page 2 of2 OLD NDC# NEWNDC# DESCRIPTION & STRENGTH Old Awarded Price New Awarded Price 00186-1092-05 70347-01-0002 MetoprololSuccinate 100MG Tab,SA $23.52 $23.52 00186-1088-05 70347-00-2502 MetoprololSuccinate 25MG Tab,SA $10.58 $10.58 00186-1090-05 70347-00-5002 MetoprololSuccinate 50MG Tab,SA $14.91 $14.91 00186-1092-35 70347-01-0003 MetoprololSuccinate 100MG Tab,SA $235.20 $235.20 00186-1094-05 70347-02-0002 MetoprololSuccinate 200MG Tab,SA $61.20 $53.86 00186-1094-35 70347-02-0003 MetoprololSuccinate 200MG Tab,SA $612.00 $538.56 00186-1088-35 70347-00-2503 MetoprololSuccinate 25MG Tab,SA $105.80 $105.80 00186-1090-35 70347-00-5003 MetoprololSuccinate 50MG Tab,SA $149.10 $149.10