þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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 (No Fee Required)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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04-3324394
(I.R.S. Employer
Identification No.)
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8 Sylvan Way
Parsippany, New Jersey
(Address of principal executive offices)
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07054
(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Part I. Financial Information
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EX-10.1
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EX-10.2
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EX-31.1
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EX-31.2
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EX-32.1
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EX-32.2
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March 31,
2014 |
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December 31,
2013 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
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$
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378,376
|
|
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$
|
376,727
|
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Accounts receivable, net of allowances of $33.9 million and $28.6 million at March 31, 2014 and December 31, 2013, respectively
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104,375
|
|
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101,587
|
|
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Inventory
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86,001
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|
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87,105
|
|
||
Deferred tax assets
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13,430
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|
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13,431
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|
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Prepaid expenses and other current assets
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13,506
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|
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12,591
|
|
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Total current assets
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595,688
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|
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591,441
|
|
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Fixed assets, net
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41,390
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|
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39,268
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|
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Intangible assets, net
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829,635
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|
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836,273
|
|
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Goodwill
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257,789
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|
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257,694
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|
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Restricted cash
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1,491
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1,574
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|
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Other assets
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14,702
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15,032
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|
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Total assets
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$
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1,740,695
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|
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$
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1,741,282
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LIABILITIES AND STOCKHOLDERS' EQUITY
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|
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|
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Current liabilities:
|
|
|
|
||||
Accounts payable
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$
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7,336
|
|
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$
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26,911
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Accrued expenses
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147,207
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|
|
142,290
|
|
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Deferred revenue
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2,217
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|
|
5,052
|
|
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Total current liabilities
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156,760
|
|
|
174,253
|
|
||
Contingent purchase price
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304,627
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|
|
302,363
|
|
||
Deferred tax liabilities
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128,630
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|
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128,677
|
|
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Convertible senior notes (due 2017)
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238,683
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|
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236,088
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|
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Other liabilities
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7,344
|
|
|
7,740
|
|
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Total liabilities
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836,044
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|
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849,121
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|
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Stockholders' equity:
|
|
|
|
||||
Preferred stock, $1.00 par value per share, 5,000,000 shares authorized; no shares issued and outstanding
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—
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|
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—
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|
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Common stock, $0.001 par value per share, 125,000,000 shares authorized; 67,205,726 issued and 65,012,744 outstanding at March 31, 2014 and 66,590,875 issued and 64,397,893 outstanding at December 31, 2013, respectively
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67
|
|
|
66
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|
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Additional paid-in capital
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1,009,605
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|
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991,982
|
|
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Treasury stock, at cost; 2,192,982 shares at March 31, 2014 and December 31, 2013, respectively
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(50,000
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)
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(50,000
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)
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Accumulated deficit
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(49,895
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)
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(44,899
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)
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Accumulated other comprehensive loss
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(4,781
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)
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(4,652
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)
|
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Total The Medicines Company stockholders' equity
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904,996
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892,497
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|
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Non-controlling interest in joint venture
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(345
|
)
|
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(336
|
)
|
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Total stockholders' equity
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904,651
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|
|
892,161
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|
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Total liabilities and stockholders' equity
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$
|
1,740,695
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|
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$
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1,741,282
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|
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Three Months Ended March 31,
|
||||||
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2014
|
|
2013
|
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Net revenue
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$
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177,235
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|
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$
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155,753
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Operating expenses:
|
|
|
|
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Cost of revenue
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66,867
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|
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56,714
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|
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Research and development
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31,096
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|
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58,196
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|
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Selling, general and administrative
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64,521
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63,482
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|
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Total operating expenses
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162,484
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|
178,392
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|
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Income (loss) from operations
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14,751
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|
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(22,639
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)
|
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Co-promotion and profit share income
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6,020
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|
|
3,750
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|
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Interest expense
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(3,860
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)
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(3,674
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)
|
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Other income
|
179
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|
|
198
|
|
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Income (loss) before income taxes
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17,090
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(22,365
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)
|
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(Provision) benefit for income taxes
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(22,095
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)
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10,759
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|
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Net loss
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(5,005
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)
|
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(11,606
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)
|
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Net loss attributable to non-controlling interest
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9
|
|
|
33
|
|
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Net loss attributable to The Medicines Company
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$
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(4,996
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)
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$
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(11,573
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)
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Basic loss per common share attributable to The Medicines Company
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$
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(0.08
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)
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$
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(0.21
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)
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Diluted loss per common share attributable to The Medicines Company
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$
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(0.08
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)
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$
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(0.21
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)
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Weighted average number of common shares outstanding:
|
|
|
|
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Basic
|
64,152
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|
|
54,047
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|
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Diluted
|
64,152
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54,047
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Three Months Ended March 31,
|
||||||
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2014
|
|
2013
|
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Net loss
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$
|
(5,005
|
)
|
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$
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(11,606
|
)
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Other comprehensive (loss) income:
|
|
|
|
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Unrealized gain on available for sale securities
|
—
|
|
|
5
|
|
||
Foreign currency translation adjustment
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(129
|
)
|
|
(241
|
)
|
||
Other comprehensive loss
|
(129
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)
|
|
(236
|
)
|
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Comprehensive loss
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$
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(5,134
|
)
|
|
$
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(11,842
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)
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Three Months Ended March 31,
|
||||||
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2014
|
|
2013
|
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Cash flows from operating activities:
|
|
|
|
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Net loss
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$
|
(5,005
|
)
|
|
$
|
(11,606
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
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Depreciation and amortization
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7,938
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|
|
5,729
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|
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Amortization of net premiums and discounts on available for sale securities
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—
|
|
|
131
|
|
||
Amortization of long term debt financing costs
|
320
|
|
|
283
|
|
||
Amortization of debt discount
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2,595
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|
|
2,445
|
|
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Unrealized foreign currency transaction (gain), net
|
(113
|
)
|
|
(72
|
)
|
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Non-cash stock compensation expense
|
7,372
|
|
|
4,611
|
|
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Loss on disposal of fixed assets
|
7
|
|
|
19
|
|
||
Deferred tax provision
|
1,669
|
|
|
(5,430
|
)
|
||
Excess tax benefit from share-based compensation arrangements
|
(1,670
|
)
|
|
(3,648
|
)
|
||
Adjustment to contingent purchase price
|
2,264
|
|
|
(364
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accrued interest receivable
|
1
|
|
|
198
|
|
||
Accounts receivable
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(2,768
|
)
|
|
(4,872
|
)
|
||
Inventory
|
1,120
|
|
|
(7,994
|
)
|
||
Prepaid expenses and other current assets
|
(314
|
)
|
|
(8,991
|
)
|
||
Accounts payable
|
(19,575
|
)
|
|
(15,148
|
)
|
||
Accrued expenses
|
7,740
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|
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(2,217
|
)
|
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Deferred revenue
|
(4,087
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)
|
|
(1,124
|
)
|
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Other liabilities
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(2,583
|
)
|
|
85
|
|
||
Net cash used in operating activities
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(5,089
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)
|
|
(47,965
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from maturities and sales of available for sale securities
|
—
|
|
|
27,056
|
|
||
Purchases of fixed assets
|
(3,393
|
)
|
|
(852
|
)
|
||
Cash used for acquisitions, net
|
(63
|
)
|
|
(301,699
|
)
|
||
Other investments
|
—
|
|
|
(875
|
)
|
||
Decrease in restricted cash
|
83
|
|
|
5
|
|
||
Net cash used in investing activities
|
(3,373
|
)
|
|
(276,365
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuances of common stock
|
8,582
|
|
|
29,735
|
|
||
Excess tax benefit from share-based compensation arrangements
|
1,670
|
|
|
3,648
|
|
||
Net cash provided by financing activities
|
10,252
|
|
|
33,383
|
|
||
Effect of exchange rate changes on cash
|
(141
|
)
|
|
(108
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
1,649
|
|
|
(291,055
|
)
|
||
Cash and cash equivalents at beginning of period
|
376,727
|
|
|
519,446
|
|
||
Cash and cash equivalents at end of period
|
$
|
378,376
|
|
|
$
|
228,391
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
—
|
|
|
$
|
—
|
|
Taxes paid
|
$
|
1,180
|
|
|
$
|
1,400
|
|
|
Three Months Ended March 31,
|
|
||||||
|
2014
|
|
2013
|
|
||||
|
(in thousands, except per share amounts)
|
|||||||
Basic and diluted
|
|
|
|
|
||||
Net loss attributable to The Medicines Company
|
$
|
(4,996
|
)
|
|
$
|
(11,573
|
)
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding, basic
|
64,152
|
|
|
54,047
|
|
|
||
Plus: net effect of dilutive stock options, restricted common shares and shares issuable upon conversion of Notes
|
—
|
|
|
—
|
|
|
||
Weighted average common shares outstanding, diluted
|
64,152
|
|
|
54,047
|
|
|
||
|
|
|
|
|
||||
Loss per share attributable to The Medicines Company, basic
|
$
|
(0.08
|
)
|
|
$
|
(0.21
|
)
|
|
Loss per share attributable to The Medicines Company, diluted
|
$
|
(0.08
|
)
|
|
$
|
(0.21
|
)
|
|
Level 1
|
Quoted prices in active markets for identical assets or liabilities. The Company's Level 1 assets and liabilities consist of money market investments and U.S. treasury notes.
|
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. The Company's Level 2 assets and liabilities consist of U.S. government agency notes and corporate debt securities. Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates and yield curves.
|
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. The Company's Level 3 assets and liabilities consist of the contingent purchase prices associated with the Company's business combinations. The fair value of certain development or regulatory milestone based contingent purchase prices was determined in a discounted cash flow framework by probability weighting the future contractual payment with management's assessment of the likelihood of achieving these milestones and present valuing them using a risk-adjusted discount rate. Certain sales milestone based payments were determined in a discounted cash flow framework where risk-adjusted revenue scenarios were estimated using Monte Carlo simulation models to compute contractual payments which were present valued using a risk-adjusted discount rate.
|
|
As of March 31, 2014
|
|
As of December 31, 2013
|
||||||||||||||||||||||||||||
Assets and Liabilities
|
Quoted Prices In
Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Balance as of March 31, 2014
|
|
Quoted Prices In
Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Balance as of December 31, 2013
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market
|
$
|
6,029
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,029
|
|
|
$
|
45,950
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45,950
|
|
Total assets at fair value
|
$
|
6,029
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,029
|
|
|
$
|
45,950
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45,950
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Contingent purchase price
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
304,627
|
|
|
$
|
304,627
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
302,363
|
|
|
$
|
302,363
|
|
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
304,627
|
|
|
$
|
304,627
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
302,363
|
|
|
$
|
302,363
|
|
|
||||||||||
|
|
Fair Value as of
|
|
|
|
|
|
|
||
|
|
March 31, 2014
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range
(Weighted Average)
|
||
|
|
(in thousands)
|
|
|
|
|
|
|
||
Targanta:
|
|
|
|
|
|
|
|
|
||
Contingent purchase price
|
|
$
|
5,727
|
|
|
Probability-adjusted discounted cash flow
|
|
Probability of success
|
|
20%
|
|
|
|
|
|
|
Period in which milestone is expected to be achieved
|
|
2019
|
||
|
|
|
|
|
|
Discount rate
|
|
11.3%
|
||
Incline:
|
|
|
|
|
|
|
|
|
||
Contingent purchase price
|
|
$
|
116,100
|
|
|
Probability-adjusted discounted cash flow
|
|
Probabilities of success
|
|
60% -85% (79%)
|
|
|
|
|
|
|
Periods in which milestones are expected to be achieved
|
|
2015 - 2017
|
||
|
|
|
|
|
|
Discount Rate
|
|
18%
|
||
ProFibrix:
|
|
|
|
|
|
|
|
|
||
Contingent purchase price
|
|
$
|
85,000
|
|
|
Probability-adjusted discounted cash flow
|
|
Probability of success
|
|
5% - 95% (91%)
|
|
|
|
|
|
|
Periods in which milestones are expected to be achieved
|
|
2015 - 2017
|
||
|
|
|
|
|
|
Discount rate
|
|
4.9% - 17.5%
|
||
Rempex:
|
|
|
|
|
|
|
|
|
||
Contingent purchase price: commercial milestone
|
|
$
|
88,800
|
|
|
Probability-adjusted discounted cash flow
|
|
Probability of success
|
|
11% - 95% (63%)
|
|
|
|
|
|
|
Periods in which milestones are expected to be achieved
|
|
2014 - 2019
|
||
|
|
|
|
|
|
Discount rate
|
|
1.5% - 4.38%
|
||
Contingent purchase price: sales milestone
|
|
$
|
9,000
|
|
|
Risk-adjusted revenue simulation
|
|
Probability of success
|
|
9% - 49% (18%)
|
|
|
|
|
|
|
Periods in which milestone is expected to be achieved
|
|
2016 - 2022
|
||
|
|
|
|
|
|
Discount rate
|
|
2% - 5.4%
|
|
|
Fair Value as of
|
|
|
|
|
|
|
||
|
|
December 31, 2013
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range
(Weighted Average)
|
||
|
|
(in thousands)
|
|
|
|
|
|
|
||
Targanta:
|
|
|
|
|
|
|
|
|
||
Contingent purchase price
|
|
$
|
5,573
|
|
|
Probability-adjusted discounted cash flow
|
|
Probabilities of success
|
|
20%
|
|
|
|
|
|
|
Period in which milestone is expected to be achieved
|
|
2019
|
||
|
|
|
|
|
|
Discount rate
|
|
11.3%
|
||
Incline:
|
|
|
|
|
|
|
|
|
||
Contingent purchase price
|
|
$
|
115,890
|
|
|
Probability-adjusted discounted cash flow
|
|
Probabilities of success
|
|
60% - 85% (79%)
|
|
|
|
|
|
|
Periods in which milestones are expected to be achieved
|
|
2013 - 2017
|
||
|
|
|
|
|
|
Discount Rate
|
|
18%
|
||
ProFibrix:
|
|
|
|
|
|
|
|
|
||
Contingent purchase price
|
|
$
|
84,000
|
|
|
Probability-adjusted discounted cash flow
|
|
Probability of success
|
|
5% - 95% (91%)
|
|
|
|
|
|
|
Periods in which milestones are expected to be achieved
|
|
2015 - 2017
|
||
|
|
|
|
|
|
Discount rate
|
|
4.9% - 17.5%
|
||
Rempex:
|
|
|
|
|
|
|
|
|
||
Contingent purchase price: commercial milestone
|
|
$
|
87,900
|
|
|
Probability-adjusted discounted cash flow
|
|
Probability of success
|
|
11% - 95% (63%)
|
|
|
|
|
|
|
Periods in which milestones are expected to be achieved
|
|
2014 - 2019
|
||
|
|
|
|
|
|
Discount rate
|
|
1.5% - 4.38%
|
||
Contingent purchase price: sales milestone
|
|
$
|
9,000
|
|
|
Risk-adjusted revenue simulation
|
|
Probability of success
|
|
9% - 49% (18%)
|
|
|
|
|
|
|
Periods in which milestones are expected to be achieved
|
|
2016 - 2022
|
||
|
|
|
|
|
|
Discount rate
|
|
2% - 5.4%
|
|
||||||||
|
|
Three Months Ended March 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(in thousands)
|
||||||
Balance at beginning of period
|
|
$
|
302,363
|
|
|
$
|
18,971
|
|
Fair value of contingent purchase price with respect to Incline as of January 4, 2013
|
|
—
|
|
|
87,200
|
|
||
Fair value adjustment to contingent purchase prices included in net loss
|
|
2,264
|
|
|
(364
|
)
|
||
Balance at end of period
|
|
$
|
304,627
|
|
|
$
|
105,807
|
|
Inventory
|
|
March 31,
2014 |
|
December 31,
2013 |
||||
|
|
(in thousands)
|
||||||
Raw materials
|
|
$
|
34,790
|
|
|
$
|
42,402
|
|
Work-in-progress
|
|
33,086
|
|
|
27,911
|
|
||
Finished goods
|
|
18,125
|
|
|
16,792
|
|
||
Total
|
|
$
|
86,001
|
|
|
$
|
87,105
|
|
|
As of March 31, 2014
|
|
As of December 31, 2013
|
||||||||||||||||||||||
|
Weighted Average
Useful Life
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
|
|
|
(in thousands)
|
||||||||||||||||||||||
Identifiable intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
8.0 years
|
|
$
|
7,457
|
|
|
$
|
(6,087
|
)
|
|
$
|
1,370
|
|
|
$
|
7,457
|
|
|
$
|
(5,631
|
)
|
|
$
|
1,826
|
|
Selling rights agreements
|
5.7 years
|
|
9,125
|
|
|
(6,642
|
)
|
|
2,483
|
|
|
9,125
|
|
|
(5,870
|
)
|
|
3,255
|
|
||||||
Trademarks
|
8.0 years
|
|
3,024
|
|
|
(2,469
|
)
|
|
555
|
|
|
3,024
|
|
|
(2,284
|
)
|
|
740
|
|
||||||
Product licenses
|
6.1 years
|
|
71,530
|
|
|
(30,270
|
)
|
|
41,260
|
|
|
71,530
|
|
|
(25,067
|
)
|
|
46,463
|
|
||||||
Cleviprex milestones
|
12.4 years
|
|
2,000
|
|
|
(213
|
)
|
|
1,787
|
|
|
2,000
|
|
|
(191
|
)
|
|
1,809
|
|
||||||
Total
|
6.4 years
|
|
$
|
93,136
|
|
|
$
|
(45,681
|
)
|
|
$
|
47,455
|
|
|
$
|
93,136
|
|
|
$
|
(39,043
|
)
|
|
$
|
54,093
|
|
|
As of March 31, 2014
|
|
As of December 31, 2013
|
||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Adjustments
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Adjustments
|
|
Net
Carrying
Amount
|
||||||||||
|
(in thousands)
|
||||||||||||||||||||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
In-process research and development
|
$
|
720,180
|
|
|
—
|
|
|
$
|
720,180
|
|
|
$
|
720,180
|
|
|
—
|
|
|
$
|
720,180
|
|
Recothrom option
|
62,000
|
|
|
—
|
|
|
62,000
|
|
|
62,000
|
|
|
—
|
|
|
62,000
|
|
||||
Total
|
$
|
782,180
|
|
|
—
|
|
|
$
|
782,180
|
|
|
$
|
782,180
|
|
|
—
|
|
|
$
|
782,180
|
|
|
March 31, 2014
|
|
|
||
|
(in thousands)
|
|
|||
Balance as of December 31, 2013
|
$
|
257,694
|
|
|
|
Translation adjustments
|
95
|
|
|
|
|
Balance as of March 31, 2014
|
$
|
257,789
|
|
|
|
•
|
during any calendar quarter commencing on or after
September 1, 2012
(and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least
20
trading days (whether or not consecutive) during a period of
30
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to
130%
of the conversion price (described below) on each applicable trading day;
|
•
|
during the five business day period after any
five
consecutive trading day period (the Measurement Period) in which the trading price (as defined in the Indenture) per
$1,000
principal amount of Notes for each trading day of the Measurement Period was less than
98%
of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; or
|
•
|
upon the occurrence of specified corporate events, including a merger or a sale of all or substantially all of the Company's assets.
|
Liability component
|
|
March 31,
2014 |
|
December 31,
2013 |
||||
|
|
(in thousands)
|
||||||
Principal
|
|
$
|
275,000
|
|
|
$
|
275,000
|
|
Less: Debt discount, net
(1)
|
|
(36,317
|
)
|
|
(38,912
|
)
|
||
Net carrying amount
|
|
$
|
238,683
|
|
|
$
|
236,088
|
|
|
Three Months Ended March 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Contractual interest expense
|
$
|
945
|
|
|
$
|
945
|
|
|
|
|
|
||||
Amortization of debt issuance costs
|
320
|
|
|
283
|
|
||
Amortization of debt discount
|
2,595
|
|
|
2,445
|
|
||
Total
|
$
|
3,860
|
|
|
$
|
3,673
|
|
Effective interest rate of the liability component
|
6.02
|
%
|
|
6.02
|
%
|
|
|
|
||||||||||
|
|
Foreign currency translation adjustment
|
|
Unrealized gain on available for sale securities
|
|
Total
|
||||||
|
|
(in thousands)
|
||||||||||
Balance as of December 31, 2013
|
|
$
|
(4,701
|
)
|
|
$
|
49
|
|
|
$
|
(4,652
|
)
|
Other comprehensive loss before reclassifications
|
|
(129
|
)
|
|
—
|
|
|
(129
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)*
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive loss
|
|
(129
|
)
|
|
—
|
|
|
(129
|
)
|
|||
Balance as of March 31, 2014
|
|
$
|
(4,830
|
)
|
|
$
|
49
|
|
|
$
|
(4,781
|
)
|
|
March 31,
2014 |
|
|
|
December 31,
2013 |
|
||||||
|
(in thousands)
|
|
||||||||||
Long-lived assets:
|
|
|
|
|
|
|
||||||
United States
|
$
|
1,133,084
|
|
|
99.1
|
%
|
|
$
|
1,139,210
|
|
99.2
|
%
|
Europe
|
9,769
|
|
|
0.8
|
%
|
|
9,035
|
|
0.8
|
%
|
||
Rest of world
|
663
|
|
|
0.1
|
%
|
|
22
|
|
—
|
%
|
||
Total long-lived assets
|
$
|
1,143,516
|
|
|
100.0
|
%
|
|
$
|
1,148,267
|
|
100.0
|
%
|
Product or Product
in Development
|
|
Development Stage
|
|
Mechanism/Target
|
|
Clinical Indication(s)/Therapeutic Areas
|
Marketed Products
|
|
|
|
|
|
|
Angiomax
|
|
Marketed
|
|
Direct thrombin inhibitor
|
|
U.S. - for use as an anticoagulant in combination with aspirin in patients with unstable angina undergoing percutaneous transluminal coronary angioplasty, or PTCA, and for use in patients undergoing percutaneous coronary intervention, or PCI, including patients with or at risk of heparin induced thrombocytopenia and thrombosis syndrome, or HIT/HITTS
|
|
|
|
|
|
|
Europe - for use as an anticoagulant in patients undergoing PCI, adult patients with acute coronary syndrome, or ACS, and for the treatment of patients with ST-segment elevation myocardial infarction, or STEMI, undergoing primary PCI
|
Recothrom
|
|
Marketed in the United States and Canada
|
|
Recombinant human thrombin
|
|
For use as an aid to hemostasis to help control oozing blood and mild bleeding during surgical procedures
|
Cleviprex
|
|
Marketed in the United States and Switzerland
Approved in Australia, Austria, Belgium, Canada, France, Germany, Luxembourg, the Netherlands, New Zealand, Spain and the United Kingdom
MAA submitted for other European Union countries
|
|
Calcium channel blocker
|
|
U.S. - Blood pressure reduction when oral therapy is not feasible or not desirable
Switzerland - with indications for blood pressure control in perioperative settings
Ex-U.S. - with indications for blood pressure control in perioperative settings
|
Minocin IV
|
|
Marketed in the United States
|
|
Tetracycline-class antibiotic
|
|
Treatment of bacterial infections caused by Acinetobacter species
|
Ready-to-use Argatroban
|
|
Marketed in the United States
|
|
Direct thrombin inhibitor
|
|
Approved for prophylaxis or treatment of thrombosis in adult patients with HIT and for use as an anticoagulant in adult patients with or at risk for HIT undergoing PCI
|
Acute care generic products:
Adenosine, Amiodarone, Esmolol and Milrinone
|
|
Approved in the United States
|
|
Various
|
|
Acute cardiovascular
|
Acute care generic products: Azithromycin and Clindamycin
|
|
Approved in the United States
|
|
Various
|
|
Serious infectious disease
|
Acute care generic products: Haloperidol, Midazolam, Ondansteron and Rocuronium
|
|
Approved in the United States; Midazolam, Ondansetron and Rocuronium marketed in the United States
|
|
Various
|
|
Surgery and perioperative
|
Registration Stage
|
|
|
|
|
|
|
Cangrelor
|
|
NDA in the United States accepted for filing by the FDA in the third quarter of 2013; MAA accepted for review in the European Union in the fourth quarter of 2013
|
|
Antiplatelet agent
|
|
Prevention of platelet activation and aggregation when oral therapy is not feasible or not desirable
|
Oritavancin
|
|
NDA in the United States accepted for filing by the FDA in the first quarter of 2014; MAA accepted for review in the European Union in the first quarter of 2014
|
|
Antibiotic
|
|
Treatment of serious gram-positive bacterial infections, including acute bacterial skin and skin structure infections, or ABSSSI, and including infections that are resistant to conventional treatment
|
IONSYS
|
|
Supplemental New Drug Application, or sNDA, submission planned for the first half of 2014; MAA submission in European Union planned for the middle of 2014
|
|
Patient-controlled analgesia system
|
|
Short-term management of acute postoperative pain
|
Fibrocaps
|
|
Phase 3 completed; Biologics License Application, or BLA, submitted in the United States in the first quarter of 2014 and accepted for filing by the FDA in April 2014; MAA submission in the European Union accepted for review by the EMA in the fourth quarter of 2013
|
|
Dry powder topical formulation of fibrinogen and thrombin
|
|
For use as an aid to stop bleeding during surgery
|
RPX-602
|
|
NDA submission in the United States planned for 2014
|
|
Improved formulation of Minocin IV
|
|
Treatment of infections caused by Acinetobacter species
|
Research and Development Stage
|
|
|
|
|
|
|
MDCO-216
|
|
Phase 1
|
|
Naturally occurring variant of a protein found in high-density lipoprotein, or HDL
|
|
Reversal cholesterol transport agent to reduce atherosclerotic plaque burden development and thereby reduce the risk of adverse thrombotic events
|
Carbavance
|
|
Phase I completed, expect to enter Phase 3 clinical study in the second half of 2014
|
|
Combination of RPX-7009, a proprietary, novel beta-lactamase inhibitor, with a carbapenem antibiotic
|
|
Treatment of hospitalized patients with serious gram-negative infections
|
ALN-PCSsc
|
|
Phase 1
|
|
PCSK-9 gene antagonist addressing low-density lipoprotein, or LDL, cholesterol disease modification
|
|
Treatment of hypercholesterolemia
|
•
|
a multiple of average net sales over each of the two 12-month periods preceding the closing of the purchase of the assets to be acquired in connection with exercising the option (unless such closing occurs less than 24 months after February 8, 2013, in which case the measurement period would be the 12-month period preceding such closing); or
|
•
|
if BMS has delivered a valid notice terminating the collaboration term early as a result of a material breach by us under the master transaction agreement, the amount described above plus an amount intended to give BMS the economic benefit of having received royalty fees for a 24-month collaboration term.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
Change
$
|
|
Change
%
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
Angiomax
|
$
|
155,704
|
|
|
$
|
142,885
|
|
|
$
|
12,819
|
|
|
9.0
|
%
|
Recothrom
|
13,494
|
|
|
8,622
|
|
|
4,872
|
|
|
56.5
|
%
|
|||
Cleviprex/Ready-to-Use Argatroban/Minocin IV
|
8,037
|
|
|
4,246
|
|
|
3,791
|
|
|
89.3
|
%
|
|||
Total net revenue
|
$
|
177,235
|
|
|
$
|
155,753
|
|
|
$
|
21,482
|
|
|
13.8
|
%
|
|
|
|
|
|
|
|
|
•
|
expenses in connection with the manufacture of our products sold;
|
•
|
royalty expenses under our agreements with Biogen and Health Research Inc. related to Angiomax, our agreement with AstraZeneca related to Cleviprex and our agreement with Eagle Pharmaceuticals, Inc., or Eagle, related to ready-to-use Argatroban;
|
•
|
amortization of the costs of license agreements, product rights and other identifiable intangible assets, which result from product and business acquisitions;
|
•
|
logistics costs related to Angiomax, Cleviprex, Minocin IV and ready-to-use Argatroban, including distribution, storage, and handling costs; and
|
•
|
expenses related to our license agreement with BMS for Recothrom and expenses related to our supply agreement for Recothrom with BMS including product cost and logistics as well as royalties and amortization related to Recothrom.
|
|
Three Months Ended March 31,
|
||||||||||||
|
2014
|
|
% of Total
|
|
2013
|
|
% of Total
|
||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
Manufacturing/Logistics
|
$
|
21,291
|
|
|
31
|
%
|
|
$
|
18,651
|
|
|
33
|
%
|
Royalties
|
40,493
|
|
|
61
|
%
|
|
34,262
|
|
|
60
|
%
|
||
Amortization of product rights and intangible assets
|
5,083
|
|
|
8
|
%
|
|
3,801
|
|
|
7
|
%
|
||
Total cost of revenue
|
$
|
66,867
|
|
|
100
|
%
|
|
$
|
56,714
|
|
|
100
|
%
|
|
|
Three Months Ended March 31,
|
|||||||||||||
(in millions, except percentages )
|
2014
|
|
2013
|
|
Change
$
|
|
Change %
|
|||||||
Marketed products
|
$
|
4,919
|
|
|
$
|
3,897
|
|
|
$
|
1,022
|
|
|
26
|
%
|
Registration stage products
|
16,353
|
|
|
23,299
|
|
|
(6,946
|
)
|
|
(30
|
)%
|
|||
Research and development stage products
|
9,824
|
|
|
31,000
|
|
|
(21,176
|
)
|
|
(68
|
)%
|
|||
Total research and development expenses
|
$
|
31,096
|
|
|
$
|
58,196
|
|
|
$
|
(27,100
|
)
|
|
(47
|
)%
|
|
|
|
•
|
the scope, rate of progress and cost of our clinical trials and other research and development activities;
|
•
|
future clinical trial results;
|
•
|
the terms and timing of any collaborative, licensing and other arrangements that we may establish;
|
•
|
the cost and timing of regulatory approvals;
|
•
|
the cost and timing of establishing and maintaining sales, marketing and distribution capabilities;
|
•
|
the cost of establishing and maintaining clinical and commercial supplies of our products and product candidates;
|
•
|
the effect of competing technological and market developments; and
|
•
|
the cost of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
Change $
|
|
Change %
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
Selling, general and administrative expenses
|
$
|
64,521
|
|
|
$
|
63,482
|
|
|
$
|
1,039
|
|
|
1.6
|
%
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
Change $
|
|
Change %
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
Co-promotion and profit share income
|
$
|
6,020
|
|
|
$
|
3,750
|
|
|
$
|
2,270
|
|
|
60.5
|
%
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
Change $
|
|
Change %
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
Interest expense
|
$
|
(3,860
|
)
|
|
$
|
(3,674
|
)
|
|
$
|
(186
|
)
|
|
5.1
|
%
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
Change $
|
|
Change %
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
Other income
|
$
|
179
|
|
|
$
|
198
|
|
|
$
|
(19
|
)
|
|
(9.6
|
)%
|
|
Three Months Ended March 31,
|
||||||||||
|
2014
|
|
2013
|
|
Change $
|
|
Change %
|
||||
|
(in thousands)
|
|
|
||||||||
(Provision) for income tax
|
$
|
(22,095
|
)
|
|
$10,759
|
|
$
|
(32,854
|
)
|
|
*
|
•
|
the extent to which Angiomax is commercially successful globally;
|
•
|
our ability to maintain market exclusivity for Angiomax in the United States through the enforcement of the '727 patent and the '343 patent during the period following the expiration of the patent term of the '404 patent on December 15, 2014 and the six month pediatric exclusivity on June 15, 2015 through at least May 1, 2019, the date on which we agreed APP may sell a generic version of Angiomax;
|
•
|
the extent to which our submissions and planned submissions for regulatory approval of cangrelor, oritavancin, IONSYS, Fibrocaps and RPX-602 are approved on a timely basis, if at all;
|
•
|
the extent to which Recothrom, Cleviprex, ready-to-use Argatroban, Minocin IV, the Tenaxis product and the acute care generic products for which we acquired the non-exclusive right to sell and distribute from APP are commercially successful in the United States;
|
•
|
the extent to which our global collaboration with AstraZeneca, including our four-year co-promotion arrangement for BRILINTA in the United States, and our co-promotion agreement with BSX for its Promus PREMIER Stent System, are successful;
|
•
|
the extent to which we are successful in our efforts to further establish a commercial infrastructure outside the United States;
|
•
|
the consideration paid by us and to be paid by us in connection with acquisitions and licenses of development-stage compounds, clinical-stage product candidates, approved products, or businesses, and in connection with other strategic arrangements;
|
•
|
the progress, level, timing and cost of our research and development activities related to our clinical trials and non-clinical studies with respect to Angiomax, Cleviprex and our products in development;
|
•
|
the cost and outcomes of regulatory submissions and reviews for approval of Angiomax in additional countries and for additional indications, of Recothrom and Cleviprex outside the United States and of our other products in development globally;
|
•
|
the continuation or termination of third-party manufacturing, distribution and sales and marketing arrangements;
|
•
|
the size, cost and effectiveness of our sales and marketing programs globally;
|
•
|
the amounts of our payment obligations to third parties as to our products and products in development; and
|
•
|
our ability to defend and enforce our intellectual property rights.
|
•
|
the nature of the estimate or assumption is material due to the level of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and
|
•
|
the impact of the estimates and assumptions on financial condition or operating performance is material.
|
•
|
our ability to maintain market exclusivity for Angiomax in the United States through the enforcement of the '727 patent and the '343 patent during the period following the expiration of the patent term of the '404 patent on December 15, 2014 and the six month pediatric exclusivity on June 15, 2015 through at least May 1, 2019, the date on which we agreed APP may sell a generic version of Angiomax;
|
•
|
the continued acceptance by regulators, physicians, patients and other key decision-makers of Angiomax as a safe, therapeutic and cost-effective alternative to heparin and other products used in current practice or currently being developed;
|
•
|
our ability to further develop Angiomax and obtain marketing approval of Angiomax for use in additional patient populations and the clinical data we generate to support expansion of the product label;
|
•
|
the overall number of PCI procedures performed;
|
•
|
the ability of our third-party supply and manufacturing partners to provide us with sufficient quantities of Angiomax;
|
•
|
the impact of competition from existing competitive products and from competitive products that may be approved in the future;
|
•
|
the continued safety and efficacy of Angiomax;
|
•
|
to what extent and in what amount government and third-party payors cover or reimburse for the costs of Angiomax; and
|
•
|
our success and the success of our international distributors in selling and marketing Angiomax in Europe and in other countries outside the United States.
|
•
|
the extent to which Angiomax is commercially successful globally;
|
•
|
our ability to maintain market exclusivity for Angiomax in the United States through the enforcement of the '727 patent and the '343 patent during the period following the expiration of the patent term of the '404 patent on December 15, 2014 and the six month pediatric exclusivity on June 15, 2015 through at least May 1, 2019, the date on which we agreed APP may sell a generic version of Angiomax;
|
•
|
the extent to which our submissions and planned submissions for regulatory approval of cangrelor, oritavancin, IONSYS, Fibrocaps and RPX-602 are approved on a timely basis, if at all;
|
•
|
the extent to which Recothrom, Cleviprex, ready-to-use Argatroban, Minocin IV, the Tenaxis product and the acute care generic products that we acquired the non-exclusive right to sell and distribute from APP are commercially successful in the United States;
|
•
|
the extent to which our global collaboration with AstraZeneca LP, including our four-year co-promotion arrangement for BRILINTA in the United States, and our co-promotion agreement with BSX for its Promus PREMIER Stent System are successful;
|
•
|
the extent to which we are successful in our efforts to further establish a commercial infrastructure outside the United States;
|
•
|
the consideration paid by us and to be paid by us in connection with acquisitions and licenses of development-stage compounds, clinical-stage product candidates, approved products, or businesses, and in connection with other strategic arrangements;
|
•
|
the progress, level, timing and cost of our research and development activities related to our clinical trials and non-clinical studies with respect to Angiomax, Cleviprex and our products in development;
|
•
|
the cost and outcomes of regulatory submissions and reviews for approval of Angiomax in additional countries and for additional indications, of Recothrom and Cleviprex outside the United States and of our other products in development globally;
|
•
|
the continuation or termination of third-party manufacturing, distribution and sales and marketing arrangements;
|
•
|
the size, cost and effectiveness of our sales and marketing programs globally;
|
•
|
the amounts of our payment obligations to third parties as to our products and products in development; and
|
•
|
our ability to defend and enforce our intellectual property rights.
|
•
|
difficulty in integrating the operations, products or product candidates and personnel of an acquired company;
|
•
|
entry into markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions;
|
•
|
failure to successfully further develop the acquired or licensed business, product, compounds, programs or technology or to achieve strategic objectives, including commercializing and marketing successfully the development stage compounds and clinical stage candidates that we acquire or license;
|
•
|
disruption of our ongoing business and distraction of our management and employees from other opportunities and challenges;
|
•
|
inadequate or unfavorable clinical trial results from acquired or contracted for product candidates;
|
•
|
inability to retain personnel, key customers, distributors, vendors and other business partners of the acquired company, or acquired or licensed product or technology;
|
•
|
potential failure of the due diligence processes to identify significant problems, liabilities or other shortcomings or challenges of an acquired company, or acquired or licensed product or technology, including but not limited to, problems, liabilities or other shortcomings or challenges with respect to intellectual property, product quality, revenue recognition or other accounting practices, employee, customer or partner disputes or issues and other legal and financial contingencies and known and unknown liabilities;
|
•
|
liability for activities of the acquired company or licensor before the acquisition or license, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities, and other known and unknown liabilities;
|
•
|
exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition or license, including but not limited to, claims from terminated employees, customers, former stockholders or other third-parties; and
|
•
|
difficulties in the integration of the acquired company's departments, systems, including accounting, human resource and other administrative systems, technologies, books and records, and procedures, as well as in maintaining uniform standards, controls, including internal control over financial reporting required by the Sarbanes−Oxley Act of 2002 and related procedures and policies.
|
•
|
impacting our ability to satisfy our obligations;
|
•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
limiting our ability to obtain additional financing in the future;
|
•
|
increasing the portion of our cash flows that may have to be dedicated to interest and principal payments and may not be available for operations, research and development, working capital, capital expenditures, expansion, acquisitions or general corporate or other purposes;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and
|
•
|
placing us at a possible competitive disadvantage to less leveraged competitors and competitors that have better access to capital resources.
|
•
|
the GELFOAM Plus hemostasis kit marketed by Baxter Healthcare Corporation;
|
•
|
mechanical hemostats, such as absorbable gelatin sponges;
|
•
|
collagen, cellulose, or polysaccharide-based hemostats applied as sponges, fleeces, bandages, or microspheres which do not contain thrombin or any other active biologic compounds;
|
•
|
active hemostats, which are thrombin products that may be derived from bovine or human pooled plasma purification or human recombinant manufacturing processes;
|
•
|
flowable hemostats, which consists of granular collagen or gelatin component that is mixed with saline or reconstituted thrombin to form a semi-solid, flowable putty; and
|
•
|
fibrin sealants, which consists of thrombin and fibrinogen that can be sprayed or applied directly to the bleeding surface.
|
•
|
continue to improve operating, administrative, and information systems;
|
•
|
accurately predict future personnel and resource needs to meet contract commitments;
|
•
|
track the progress of ongoing projects; and
|
•
|
attract and retain qualified management, sales, professional, scientific and technical operating personnel.
|
•
|
political and economic determinations that adversely impact pricing or reimbursement policies;
|
•
|
our customers' ability to obtain reimbursement for procedures using our products in foreign markets;
|
•
|
compliance with complex and changing foreign legal, tax, accounting and regulatory requirements;
|
•
|
language barriers and other difficulties in providing long-range customer support and service;
|
•
|
longer accounts receivable collection times;
|
•
|
significant foreign currency fluctuations, which could result in increased operating expenses and reduced revenues;
|
•
|
trade restrictions and restrictions on direct investment by foreign entities;
|
•
|
reduced protection of intellectual property rights in some foreign countries; and
|
•
|
the interpretation of contractual provisions governed by foreign laws in the event of a contract dispute.
|
•
|
unilaterally reduce or modify the government’s obligations under such contracts, including by imposing equitable price adjustments, without the consent of the other party;
|
•
|
cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable;
|
•
|
decline, in whole or in part, to exercise an option to renew the contract;
|
•
|
claim rights to data, including intellectual property rights, developed under such contracts;
|
•
|
audit contract-related costs and fees, including allocated indirect costs;
|
•
|
suspend the contractor from receiving new contracts pending resolution of alleged violations of procurement laws or regulations in the event of wrongdoing by us;
|
•
|
take actions that result in a longer development timeline than expected;
|
•
|
direct the course of a development program in a manner not chosen by the government contractor;
|
•
|
impose U.S. manufacturing requirements for products that embody inventions conceived or first reduced to practice under such contracts;
|
•
|
suspend or debar the contractor from doing future business with the government or a specific government agency;
|
•
|
pursue criminal or civil remedies under the False Claims Act, False Statements Act and similar remedy provisions specific to government agreements; and
|
•
|
limit the government’s financial liability to amounts appropriated by the U.S. Congress on a fiscal-year basis, thereby leaving some uncertainty about the future availability of funding for a program even after it has been funded for an initial period.
|
•
|
specialized accounting systems unique to government contracts;
|
•
|
potential liability for price adjustments or recoupment of government funds after such funds have been spent;
|
•
|
public disclosures of certain non-proprietary contract information, which may enable competitors to gain insights into our research program; and
|
•
|
mandatory socioeconomic compliance requirements, including labor standards, non-discrimination and affirmative action programs and environmental compliance requirements.
|
•
|
the Federal Acquisition Regulation, or FAR, and agency-specific regulations supplemental to the FAR, which comprehensively regulate the procurement, formation, administration and performance of government contracts;
|
•
|
the business ethics and public integrity obligations, which govern conflicts of interest and the hiring of former government employees, restrict the granting of gratuities and funding of lobbying activities and incorporate other requirements such as the Anti-Kickback Act, the Procurement Integrity Act, the False Claims Act and the Foreign Corrupt Practices Act;
|
•
|
export and import control laws and regulations; and
|
•
|
laws, regulations and executive orders restricting the exportation of certain products and technical data.
|
•
|
termination of any government contracts, including our BARDA contract;
|
•
|
suspension of payments;
|
•
|
fines; and
|
•
|
suspension or prohibition from conducting business with the U.S. government.
|
•
|
delay or otherwise adversely impact the manufacturing, development or commercialization of our products, our products in development or any additional products or product candidates that we may acquire or develop;
|
•
|
require us to seek a new collaborator or undertake unforeseen additional responsibilities or devote unforeseen additional resources to the manufacturing, development or commercialization of our products; or
|
•
|
result in the termination of the development or commercialization of our products.
|
•
|
reliance on the third party for regulatory compliance and quality assurance;
|
•
|
the possible breach of the manufacturing or supply agreement by the third party; and
|
•
|
the possible termination or non-renewal of the agreement by the third party, based on its own business priorities, at a time that is costly or inconvenient for us.
|
•
|
delay or prevent the successful commercialization of any of the products or product candidates in the jurisdiction for which approval is sought;
|
•
|
diminish our competitive advantage; and
|
•
|
defer or decrease our receipt of revenue.
|
•
|
our clinical trials may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional clinical trials which even if undertaken cannot ensure we will gain approval;
|
•
|
data obtained from pre-clinical testing and clinical trials may be subject to varying interpretations, which could result in the FDA or other regulatory authorities deciding not to approve a product in a timely fashion, or at all;
|
•
|
the cost of clinical trials may be greater than we currently anticipate;
|
•
|
regulators, ethics committees or institutional review boards may not authorize us to commence a clinical trial or conduct a clinical trial at a prospective trial site;
|
•
|
we, or the FDA or other regulatory authorities, might suspend or terminate a clinical trial at any time on various grounds, including a finding that participating patients are being exposed to unacceptable health risks. For example, we have in the past voluntarily suspended enrollment in one of our clinical trials to review an interim analysis of safety data from the trial; and
|
•
|
the effects of our product candidates may not be the desired effects or may include undesirable side effects or the product candidates may have other unexpected characteristics.
|
•
|
delay in approving or refusal to approve a product;
|
•
|
product recall or seizure;
|
•
|
suspension or withdrawal of an approved product from the market;
|
•
|
delays in, suspension of or prohibition of commencing, clinical trials of products in development;
|
•
|
interruption of production;
|
•
|
operating restrictions;
|
•
|
untitled or warning letters;
|
•
|
injunctions;
|
•
|
fines and other monetary penalties;
|
•
|
the imposition of civil or criminal penalties;
|
•
|
disruption of importing and exporting activities; and
|
•
|
unanticipated expenditures.
|
•
|
the Federal Anti-Kickback Law, which prohibits persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce either the referral of an individual or furnishing or arranging for a good or service for which payment may be made under federal health care programs such as Medicare and Medicaid;
|
•
|
other Medicare laws and regulations that prescribe the requirements for coverage and payment for services performed by our customers, including the amount of such payment;
|
•
|
the Federal False Claims Act, which imposes civil and criminal liability on individuals and entities who submit, or cause to be submitted, false or fraudulent claims for payment to the government;
|
•
|
the Federal False Statements Act, which prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with delivery of or payment for health care benefits, items or services; and
|
•
|
various state laws that impose similar requirements and liability with respect to state healthcare reimbursement and other programs.
|
•
|
obtain and maintain U.S. and foreign patents, including defending those patents against adverse claims;
|
•
|
secure patent term extension for the patents covering our approved products;
|
•
|
protect trade secrets;
|
•
|
operate without infringing the proprietary rights of others; and
|
•
|
prevent others from infringing our proprietary rights.
|
•
|
achievement or rejection of regulatory approvals of our product candidates and our products;
|
•
|
regulatory actions by the FDA or a foreign jurisdiction limiting or revoking the use of our products;
|
•
|
changes in securities analysts' estimates of our financial performance;
|
•
|
changes in valuations of similar companies;
|
•
|
variations in our operating results;
|
•
|
acquisitions and strategic partnerships;
|
•
|
announcements of technological innovations or new commercial products by us or our competitors or the filing of ANDAs, NDAs or BLAs for products competitive with ours;
|
•
|
disclosure of results of clinical testing or regulatory proceedings by us or our competitors;
|
•
|
the timing, amount and receipt of revenue from sales of our products and margins on sales of our products;
|
•
|
changes in governmental regulations;
|
•
|
developments in patent rights or other proprietary rights, particularly with respect to our U.S. Angiomax patents;
|
•
|
the extent to which Angiomax is commercially successful globally;
|
•
|
our ability to maintain market exclusivity for Angiomax in the United States through the enforcement of the '727 patent and the '343 patent during the period following the expiration of the patent term of the '404 patent on December 15, 2014 and the six month pediatric exclusivity on June 15, 2015 through at least May 1, 2019, the date on which we agreed APP may sell a generic version of Angiomax;
|
•
|
significant new litigation;
|
•
|
developments or issues with our contract manufacturers;
|
•
|
changes in our management; and
|
•
|
general market conditions.
|
•
|
Section 203 of the Delaware General Corporation Law, which provides that we may not enter into a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in the manner prescribed in Section 203;
|
•
|
our board of directors has the authority to issue, without a vote or action of stockholders, up to 5,000,000 shares of a new series of preferred stock and to fix the price, rights, preferences and privileges of those shares, each of which could be superior to the rights of holders of our common stock;
|
•
|
our directors are elected to staggered terms, which prevents our entire board of directors from being replaced in any single year;
|
•
|
our directors may be removed only for cause and then only by the affirmative vote of the holders of at least 75% of the votes which all stockholders would be entitled to cast in any annual election of directors;
|
•
|
the size of our board of directors is determined by resolution of the board of directors;
|
•
|
any vacancy on our board of directors, however occurring, including a vacancy resulting from an enlargement of our board, may only be filled by vote of a majority of our directors then in office, even if less than a quorum;
|
•
|
only our board of directors, the chairman of the board or our president may call special meetings of stockholders;
|
•
|
our by-laws may be amended, altered or repealed by (i) the affirmative vote of a majority of our directors, subject to any limitations set forth in the by-laws, or (ii) the affirmative vote of the holders of at least 75% of the votes which all the stockholders would be entitled to cast in any annual election of directors;
|
•
|
stockholders must provide us with advance notice, and certain information specified in our by-laws, in connection with nominations or proposals by such stockholder for consideration at an annual meeting;
|
•
|
stockholders may not take any action by written consent in lieu of a meeting; and
|
•
|
our certificate of incorporation may only be amended or repealed by the affirmative vote of a majority of our directors and the affirmative vote of the holders of at least 75% of the votes which all the stockholders would be entitled to cast in any annual election of directors (and plus any separate class vote that might in the future be required pursuant to the terms of any series of preferred stock that might be outstanding at the time any of these amendments are submitted to stockholders).
|
•
|
responding to proxy contests and other actions by activist shareholders may be costly and time-consuming and may disrupt our operations and divert the attention of management and our employees;
|
•
|
perceived uncertainties as to our future direction may result in our inability to consummate potential acquisitions, collaborations or in-licensing opportunities and may make it more difficult to attract and retain qualified personnel and business partners; and
|
•
|
if individuals are elected to our board of directors with a specific agenda different from ours, it may adversely affect our ability to effectively and timely implement our strategic plan and create additional value for our stockholders.
|
•
|
to achieve minimum worldwide net revenue growth rate relative to 2013;
|
•
|
to achieve minimum adjusted net operating profit growth rate relative to 2013;
|
•
|
to manage operating expenses within a certain range of our budget;
|
•
|
to create financial value from transactions;
|
•
|
to achieve significant late stage product progression through regulatory processes;
|
•
|
to achieve significant Phase 1-2 product progression;
|
•
|
to improve employee engagement metrics as assessed by our annual survey relative to 2013;
|
•
|
to achieve a minimum adjusted net operating income per employee growth rate relative to 2013;
|
•
|
to implement code of conduct, compliance policies and procedures globally and have no significant compliance issues in 2014; and
|
•
|
to execute our communication plan.
|
Date:
|
May 12, 2014
|
|
By:
|
/s/ Glenn P. Sblendorio
|
|
|
|
|
Glenn P. Sblendorio
|
|
|
|
|
President and Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
Exhibit Number
|
|
Description
|
|
|
|
10.1*
|
|
Agreement dated January 15, 2014 with effect from February 4, 2014 between Rempex Pharmaceuticals, Inc. and the Biomedical Advanced Research and Development Authority of the U.S. Department of Health and Human Services
|
|
|
|
10.2*
|
|
Sixth Amendment to Second Amended and Restated Distribution Agreement, effective as of February 1, 2014, by and between registrant and Integrated Commercialization Solutions, Inc.
|
|
|
|
31.1
|
|
Chairman and Chief Executive Officer Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Chief Financial Officer Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
Chairman and Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2
|
|
Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101
|
|
The following materials from The Medicines Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheet, (ii) the Consolidated Statement of Income, (iii) the Consolidated Statement of Cash Flow, and (iv) Notes to Consolidated Financial Statements
|
*
|
Confidential treatment requested as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission.
|
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Triple asterisks denote omissions.
|
PART I - THE SCHEDULE
|
3
|
|||
SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS
|
3
|
|||
SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT
|
10
|
|||
SECTION D - PACKAGING, MARKING AND SHIPPING
|
11
|
|||
SECTION E - INSPECTION AND ACCEPTANCE
|
11
|
|||
SECTION F - DELIVERIES OR PERFORMANCE
|
12
|
|||
SECTION G - CONTRACT ADMINISTRATION DATA
|
35
|
|||
SECTION H - SPECIAL CONTRACT REQUIREMENTS
|
39
|
|||
PART II - CONTRACT CLAUSES
|
57
|
|||
SECTION I - CONTRACT CLAUSES
|
57
|
|||
PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
|
63
|
|||
SECTION J - LIST OF ATTACHMENTS
|
63
|
|||
PART IV - REPRESENTATIONS AND INSTRUCTIONS
|
64
|
|||
SECTION K - REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS
|
64
|
1.
|
This is a cost-sharing contract. The total estimated cost for CLINS 1 and 2 under this contract is $[***]. The total estimated cost of the government’s share for CLINS 1 and 2 is $19,799,741. For further provisions regarding the specific cost-sharing arrangement, see the ADVANCE UNDERSTANDINGS Article in SECTION B of the Contract.
|
2.
|
The Contractor shall maintain records of all contract costs (including costs claimed by the Contractor as being its share) and such records shall be subject to FAR clauses 52.215-2 ( Audit and Records-Negotiation) and HHSAR 352.242-74 (Final Decisions on Audit Findings).
|
3.
|
Costs contributed by the Contractor shall not be charged to the Government under any other contract, grant, or cooperative agreement (including allocation to other grants, contracts, or cooperative agreements as part of an independent research and development program). The Contractor shall report the organization's share of the costs expended by category, on the Financial Report, as referenced in the CONTRACT FINANCIAL REPORT Article in SECTION G of this contract. The parties agree that the Cost Principles set forth in FAR Subpart 31.2 and the limitations of Article B.4. below shall not apply to the direct costs of this project that are contributed by the Contractor. In addition, “flow down” requirements of FAR clauses incorporated in this contract shall not apply to subcontracts funded by such direct costs.
|
4.
|
It is estimated that the amount currently obligated for CLINs 1 and 2 will cover performance of the contract through August 31, 2016.
|
a.
|
Unless the government exercises its option pursuant to FAR Clause 52.217-9 (Option to Extend the Term of the Contract), contained in ARTICLE I.2, the contract consists only of CLINs 1 and 2.
|
b.
|
Pursuant to FAR Clause 52.217-9 (Option to Extend the Term of the Contract), the Government may, by unilateral contract modification, require the Contractor to perform the remaining Option Periods, corresponding to CLINS 3-8, specified in the Statement of Work as defined in SECTION C of this contract. Specific information regarding the time frame for notice requirements is set forth in Article I.2. of this contract. The estimated cost of the contract will be increased as set forth
below:
|
1)
|
Direct Labor
|
2)
|
Subcontracts approved by Contracting Officer’s Authorization.
|
a.
|
Man-in-Plant
|
b.
|
Security
|
c.
|
Subcontracts and Consultants
|
·
|
If issues are identified during the audit, Contractor shall submit a report to the Government detailing the finding and corrective action(s) within 10 business days of the audit.
|
·
|
Contracting Officer’s Representative (COR) and CO will review the report and provide a response to the Contractor within 10 business days.
|
·
|
Once corrective action is completed, the Contractor will provide a final report to the Government.
|
·
|
Contractor shall notify CO and COR of upcoming, ongoing, or recent audits/site visits of subcontractors as part of weekly communications
|
·
|
Contractor shall notify the COR and CO within 5 business days of report completion.
|
e.
|
Invoices - Cost and Personnel Reporting and Variances from the Negotiated Budget
|
a.
|
Direct Labor - List individuals by name, title/position, hourly/annual rate, level of effort (actual hours or % of effort), breakdown by task performed by personnel, and amount claimed by categories included in the Statement of Work.
|
b.
|
Fringe Benefits - Cite rate and amount (If applicable).
|
c.
|
Overhead - Cite rate and amount
|
d.
|
Materials & Supplies - Include detailed breakdown when total amount is greater than $1,500.
|
e.
|
Travel - Identify travelers, dates, destination, purpose of trip, and amount. Cite COA, if appropriate. List separately domestic travel, general scientific meeting travel, and foreign travel.
|
f.
|
Consultant Fees - Identify individuals and amounts. Cite appropriate COA.
|
g.
|
Subcontracts - Attach Subcontractor invoice(s). Cite appropriate COA.
|
h.
|
Equipment - Cite authorization and amount. Cite appropriate COA.
|
i.
|
Other Direct Costs - Include detailed breakdown when total amount is greater than $1,500.
|
j.
|
G&A - Cite rate and amount.
|
k.
|
Total Cost
|
l.
|
Fixed Fee
|
m.
|
Total Cost/Total Cost Plus Fixed Fee (CPFF)
|
i.
|
Indirect Costs
|
1.
|
This is a cost-sharing contract. Monies shall be provided for the total cost of performance from the United States Department of Health and Human Services and
Rempex Pharmaceuticals, Inc.
.
|
2.
|
The Government shall provide monies for CLINS 1 and 2 in an amount not to exceed $19,799,741. The Contractor's share for CLINS 1 and 2 is estimated at $[***] of the total estimated cost set forth in Article B.2.
|
3.
|
The total amount obligated by the Government for CLINs 1 and 2 shall not exceed the Total Estimated Cost of $19,799,741 and the Government will not be responsible for any Contractor incurred costs that exceed this amount under CLINs 1 and 2 unless a modification to the contract is signed by the Contracting Officer which expressly increases this amount.
|
1.
|
The Contracting Officer (CO) or the CO’s duly authorized representative will perform inspection and acceptance of materials and services deliverables to be provided under this contract.
|
2.
|
For the purpose of this SECTION, the designated Contracting Officer’s Representative (COR) is the duly authorized representative of the Contracting Officer. The COR will assist in resolving technical issues that arise during performance. The COR however is not authorized to change any contract terms or authorize any changes in the Statement of Work or modify or extend the period of performance, or authorize reimbursement of any costs incurred during performance.
|
3.
|
Inspection and acceptance will be performed at:
|
CDRL#
|
Deliverable
|
Deliverable Description
|
Reporting Procedures and Due Dates
|
1
|
Meetings
|
|
|
01.1
|
Post Award Teleconference
|
The contractor shall complete an initial teleconference after contract award
1.Outline activities for the next 30 days
2.Discuss agenda items for the post-award Kickoff Meeting (01.2)
|
·Within one week of contract award
·Contractor shall provide agenda and establish a teleconference number at least 3 business days in advance of the teleconference unless notified that BARDA will supply one
·COR edits/approves and instructs contractor to distribute agenda prior to meeting by at least 2 business days
·Contractor provides meeting minutes to COR within 3 business days after the meeting
·COR reviews, comments and approves minutes within 10 business days
|
01.2
|
Kickoff Meeting
|
The Contractor shall complete a Kickoff meeting after contract award
|
·Within a month of contract award or other date as agreed upon by the contracting officer
·Contractor shall provide itinerary and agenda at least 5 business days in advance of site visit
·COR edits/approves and instructs contractor to distribute agenda prior to meeting by at least 3 business days
·Contractor provides meeting minutes to COR within 5 business days after the meeting
·COR reviews, comments, and approves minutes within 10 business days
|
01.3
|
Biweekly Teleconference
|
The Contractor shall participate in teleconferences every two weeks with BARDA to discuss the performance on the contract. For any actively enrolling clinical studies, a status update shall be provided for the preceding two weeks for each study site and shall include cumulative enrollment; new enrollments; activation or inactivation of study sites
|
·Contractor provides agenda to COR no later than 3 business days in advance of meeting
·COR edits/approves and instructs contractor to distribute agenda prior to meeting no later than 2 business days in advance of meeting
·Contractor distributes agenda and presentation materials at least 24 hours in advance
·Contractor provides meeting minutes to COR within 3 business days of the meeting
·COR reviews, comments, and approves minutes within 6 business days
|
01.4
|
Performance Measurement Baseline Review (PMBR)
|
A PMBR meeting will be held in-person or via teleconference. Presented for discussion will be each of the items listed below and cross-referenced to the IMP, WBS, SOW, and Risk Management Plan
1.
Contractor provides baseline proposal
2.
Responsibility Assignment Matrix
3.
A description of the work scope through control account Work Authorization Documents and/or WBS Dictionary down to the control account level
4.
Template for work packages
5.
IMS with the inclusion of agreed major milestones and control account plans for all control accounts
6.
Baseline revision documentation and program log(s) risk management plan
|
·A PMBR meeting shall be prepared for and supported by the contractor within 90 days of contract award
·Contractor shall provide a final draft of baseline meeting materials 10 business days prior to meeting
·Contractor provides agenda to COR 5 business days in advance of meeting
·COR approves and distributes agenda no later than 2 business days in advance of meeting
·COR approves edits/approves and instructs contractor to distribute agenda prior to meeting
·Contactor provides minutes within 3 business days of the meeting
·COR reviews, comments, and approves minutes within 10 business days
·BARDA will review documentation and provide written comments and questions to Contractor
·Contractor shall address BARDA’s comments and resubmit PMBR report for BARDA approval within 10 business days
|
01.5
|
Quarterly Meetings
|
The Contractor shall hold recurring teleconference or face-to-face Program Review Meetings approximately every third month either in Washington D.C or at work sites of the Contractor or subcontractors. The meetings will be used to discuss contract progress in relation to the Program Management deliverables described below as well as study designs, technical, regulatory, and ethical aspects of the program
|
·Contractor shall provide itinerary and agenda at least 7 business days, and presentation materials at least 5 business days in advance of site visit
·COR edits/approves and instructs contractor to distribute agenda prior to meeting by at least 3 business days in advance of meeting
·Contractor provides meeting minutes to COR within 5 business days after the meeting
·COR reviews, comments, and approves minutes within 10 business days
|
01.6
|
GO/NO-GO Decision Gate Presentation / In Process Review (IPR)
|
Contractor shall provide a presentation detailing technical progress made towards completion of GO/NO-GO milestones following a prescribed template provided by BARDA prior to the IPR
|
·IPR meetings will occur at a minimum prior to the consideration of award of any contract option
·Contractor shall provide presentation materials 10 business days prior to the IPR
·Contractor shall submit written justification of progress towards satisfying Go/No-Go criteria
·After reviewing, BARDA COR and CO will provide a written response
·Contractor will appear at a pre-arranged time and location to present their representation of progress towards completion of GO/NO-GO decision gate milestones before a panel assembled by BARDA to evaluate this progress
|
01.7
|
FDA Meetings
|
The Contractor shall forward the dates and times of any scheduled meeting with the FDA to BARDA and include appropriate BARDA staff among the listing of scheduled attendees of the FDA meetings. BARDA staff shall include up to a maximum of four people (typically COR, CO and up to 2 subject matter experts)
|
·Contractor shall notify BARDA of upcoming FDA meeting within 2 business days of scheduling Type A, B or C meetings OR within 24 hours of meeting occurrence for ad hoc meetings
·The Contractor shall forward to BARDA any initial Contractor or FDA-issued minutes from any meeting with the FDA within 5 business days of receipt
|
02
|
Technical Reporting
|
|
|
02.1 (Monthly)
02.2 (Annual)
|
Monthly & Annual Technical Progress Reports/Annual Meeting
|
The Monthly and Annual Technical Progress reports shall address each of the below items and be cross-referenced to the Work Breakdown Structure (WBS), Statement of Work (SOW), Integrated Master Schedule (IMS), Performance Measurement Baseline Review report (PMBR), Earned Value Management (EVM), and Contract Performance Report (CPR)
1.An Executive Summary highlighting the progress, issues and relevant manufacturing, non-clinical, clinical and regulatory activities. The Executive Summary should highlight only critical issues for that reporting period and resolution approach; limited to 2 pages
2.BARDA Contractor Clinical Trials Information Sheet - covering ongoing BARDA-sponsored clinical studies. This form shall provide data on relevant activities during the period covered, by study site, including: cumulative enrollment; new enrollments; screen failures; patients dropped from study; AE and SAEs; activation or inactivation of study sites; investigator appointments or changes; and status of IRB/IEC review/approval/renewal
3.Progress in meeting contract milestones organized by WBS, overall project assessment, problems encountered and recommended solutions. The reports shall detail the planned and actual progress during the period covered, explaining any differences between the two and the corrective steps
4.A three-month rolling forecast of the key planned activities, referencing the WBS/IMS
5.A tracking log of progress on regulatory submissions with the FDA number, description of submission, date of submission, status of submission and next steps
6.Estimated and Actual Expenses
a. This report shall also contain a narrative or table detailing whether there is a significant discrepancy (>[***]%) at this time between the % of work completed and the cumulative costs incurred to date. Monthly and actual expenses should be broken down to the appropriate WBS level. This section of the report should also contain estimates for the Subcontractors’ expenses from the previous month if the Subcontractor did not submit a bill in the previous month. If the subcontractor(s) was not working or did not incur any costs in the previous month, then a statement to this effect should be included in this report for those respective subcontractors If the COR and CO are satisfied that the contractor’s EVM reporting (deliverable 04) is sufficient to convey this information, this section may be waived.
|
·Monthly Reports shall be submitted on the 20
th
day of the month covering the preceding month or any other date as pre-agreed upon by the COR and CO; Annual Reports submitted on the 30
th
calendar day of the month after each contract anniversary. Monthly progress reports are not required for the months when the Annual Report(s) are due, and Monthly/Annual
Report(s) are not due during a month when the Final Report (final version, not draft) is due (see deliverable 02.4). The COR and CO will review the monthly reports with the Contractor and provide feedback
·Contractor shall provide FINAL versions of reports within 10 business days after receiving BARDA comments/edits
|
02.3 (Draft)
02.4 (Final)
|
Draft and Final Technical Progress Report
|
A draft Final Technical Progress Report containing a summation of the work performed and the results obtained over the entire contract. This report shall be in sufficient detail to fully describe the progress achieved under all milestones. Report should contain a timeline of originally planned and baselined activities and milestones overlaid with actual progress attained during the contract. Descriptions and rationale for activities and milestones that were not completed as planned should be provided. The draft report shall be duly marked as ’Draft’
The Final Technical Progress Report incorporating feedback received from BARDA and containing a summation of the work performed and the results obtained for the entire contract PoP. The final report shall document the results of the entire contract. The final report shall be duly marked as ’Final’. A cover letter with the report will contain a summary (not to exceed 200 words) of salient results achieved during the performance of the contract
|
·The Draft Technical Progress Report shall be submitted 75 calendar days before the end of the PoP and the Final Technical Progress Report on or before the completion date of the PoP
·COR will provide feedback on draft report within 15 calendar days of receipt, which the Contractor shall consider incorporating into the Final Report
|
02.5 (Draft)
02.6 (Final)
|
Draft and Final Study Reports, Clinical and Non-Clinical
|
Contractor shall provide Draft and Final Clinical/Non-Clinical Study Reports to BARDA for review and comment.
|
·Draft reports are due within 45 calendar days after availability of compiled tables and figures and at least 15 business days prior to submission to FDA
·Subcontractor prepared reports received by the Contractor shall be submitted to the COR and CO for review and comment no later than 5 business days after receipt by Contractor
·The Government will provide written comments to the Draft Report for Clinical / Non-Clinical Study reports within 15 business days after the submission
·Final report due 45 calendar days after receiving comments on the Draft Final Report for Clinical and Non-Clinical Studies; If corrective action is recommended, Contractor must address all concerns raised by BARDA in writing
·Contractor shall consider revising reports to address BARDA’s recommendations prior to FDA submission
|
02.7
|
Manufacturing Campaign Reports
|
Contractor shall provide Manufacturing Campaign Reports to BARDA for review and comment prior to submission to FDA
The COR and CO reserve the right to request within the PoP a non-proprietary Manufacturing Campaign Report for distribution within the USG
|
·Contractor will submit Manufacturing Campaign Reports at least 20 business days prior to FDA submission
·BARDA will provide written comments to the manufacturing campaign report within 15 business days after the submission
·If corrective action is recommended, Contractor must address all concerns raised by BARDA in a written communication to BARDA
·Contractor shall consider revising reports to address BARDA’s concerns and/or recommendations prior to FDA submission
|
03
|
Audits
|
|
|
03.1
|
BARDA Audit
|
Contractor shall accommodate periodic or ad hoc site visits by BARDA. If BARDA, the Contractor, or other parties identifies any issues during an audit, the Contractor shall capture the issues, identify potential solutions, and provide a report to BARDA
|
·If issues are identified during the audit, Contractor shall submit a report to BARDA detailing the finding and corrective action(s) within 10 business days of the audit
·COR and CO will review the report and provide a response to the Contractor with 10 business days
·Once corrective action is completed, the Contractor will provide a final report to BARDA
|
03.2
|
FDA Audits
|
In the event of an FDA inspection which occurs in relation to this contract and for the product, or for any other FDA inspection that has the reasonable potential to impact the performance of this contract, the Contractor shall provide the USG with an exact copy of the FDA Form 483 and the Establishment Inspection Report (EIR) in each case redacted of trade secrets or other confidential or proprietary information of Contractor or third parties that are unrelated to its obligations under or pursuant to this contract. The Contractor shall provide the COR and CO with copies of the plan for addressing areas of non-conformance to FDA regulations for GLP, GMP, or GCP guidelines as identified in the audit report, status updates during the plans execution and a copy of all final responses to the FDA. The Contractor shall also provide redacted copies of any FDA audits received from subcontractors that occur as a result of this contract or for this product. The Contractor shall make arrangements for BARDA representative(s) to be present during the final debrief by the regulatory inspector
|
·Contractor shall notify CO and COR within 10 business days of a scheduled FDA audit or within 24 hours of an ad hoc site visit/audit if the FDA does not provide advanced notice
·Contractor shall provide redacted copies of any FDA audit report received from subcontractors that occur as a result of this contract or for this product within 5 business days of receiving correspondence from the FDA or third party
·Within 10 business days of audit report, Contractor shall provide CO with a plan for addressing areas of nonconformance, if any are identified
|
03.3
|
QA Audits
|
BARDA reserves the right to participate in QA audits performed by the contractor of activities funded by this contract. Upon completion of the audit/site visit the Contractor shall provide a report capturing the findings, results and next steps in proceeding with the subcontractor. If action is requested of the subcontractor, detailed concerns for addressing areas of non-conformance to FDA regulations for GLP, GMP, or GCP guidelines, as identified in the audit report, must be provided to BARDA. The Contractor shall provide responses from the subcontractors to address these concerns and plans for corrective action
|
·Contractor shall notify CO and COR a minimum of 10 business days in advance of upcoming, audits/site visits of subcontractors
·Contractor shall notify the COR and CO within 5 business days of audit completion.
·COR and CO will review the audit report and provide a response to the Contractor with 10 business days
|
04
|
Earned Value Management (EVM) / Contract Performance Report (CPR)
|
Contractor will provide a monthly Contract Performance Report (CPR) Format 1 at an agreed upon reporting level using the BARDA provided WBS and a Variance Analysis Report (Format 5)
The supplemental monthly Control Account Plan (CAP) report shall contain, at the work package level, time phased budget (budgeted cost of work scheduled), earned value (budgeted cost of work performed), and actual costs of work performed as captured in Contractor’s EVM systems. The Contractor shall provide a rationale in the package of its use of % complete as EVMS methodology or identity if any other EVMS methodology is being used
|
·Contractor shall provide EVM/CPR as part of the Monthly Progress Report on the last day of the month covering the prior month, beginning after the contract baseline is established through the PMBR (see deliverable 01.3)
·Contractor shall provide top level or key changes in baseline cost as a result of anticipated cost savings or risks
·BARDA may request, on a monthly or ad hoc basis that the Contractor provide raw data at a reporting level or lower level as BARDA deems necessary
·BARDA may raise concerns for Contractor to address; Contractor must address, in writing, all concerns raised by BARDA
|
05
|
Risk Management Plan (RMP)
|
The Contractor shall provide an RMP that outlines the impacts of each risk in relation to the cost, schedule, and performance objectives. The plan shall include risk mitigation strategies. Each risk mitigation strategy will capture how the corrective action will reduce impacts on cost, schedule and performance
|
·The first Draft is due 10 business days prior to the PMBR (deliverable 01.3) and is to be presented at the meeting; updates to the RMP are due concurrent with Monthly Technical Progress Reports. The contractor may chose to notify the government up to two times every three months if there are no changes from the prior submission, and not submit an update
·BARDA will provide Contractor with a list of concerns in response plan submitted
·Contractor must address, in writing, all concerns raised by BARDA within 15 business days of Contractor’s receipt of BARDA’s concerns
|
06
|
Integrated Master Schedule (IMS)
|
The contractor shall provide an IMS that illustrates project tasks, dependencies, durations throughout the period of performance, and milestones (EVM and GO/NO-GO). The IMS must map to the WBS, and provide baseline, and actual or forecast dates for completion of tasks
|
·The IMS is to be submitted in both PDF and Microsoft Project Form to the COR
·The first Draft of the IMS is due 10 business days prior to the PMBR (deliverable 01.3) and is to be presented at the meeting
·A working version with a proposed baseline based on BARDA input at the PMBR is due 30 calendar days after the PMBR
·The Government will request revisions within 10 business days, at which point the schedule baseline for the period of performance will be set
·Thereafter an updated IMS is due concurrent with Monthly Technical Progress Reports
|
07
|
Deviation Notification and Mitigation Strategy
|
Process for changing IMP and/or IMS activities associated with cost and schedule as baselined at the PMBR. Contractor shall notify BARDA of significant proposed changes the IMS defined as increases in cost above [***]% or schedule slippage of more than [***] days, which would require a PoP extension. Contractor shall provide a high level management strategy for risk mitigation
|
·Due at least 10 business days prior to the Contractor anticipating the need to implement changes
|
9
|
Advanced R&D Products
|
|
|
9.1
|
Technical Documents
|
Upon request, Contractor shall provide CO and COR with deliverables from the following contract funded activities: process Development Reports, Assay Qualification Plan/Report, Assay Validation Plan/Report, Assay Technology Transfer Report, Batch Records, SOPs, Master Production Records, Certificate of Analysis, Clinical Studies Data or Reports. The CO and COR reserve the right to request within the PoP a non-proprietary technical document for distribution within the Government
|
·Contractor shall provide technical document within 10 business days of CO or COR request. Contractor can request additional time to provide materials on an as needed basis
·If corrective action is recommended, the Contractor must address, in writing, concerns raised in writing by BARDA
|
9.2
|
Raw Data or Data Analysis
|
Contractor shall provide raw data or data analysis to BARDA upon request
|
·Contractor shall provide data or data analysis to CO and COR within 20 business days of request
|
9.3
|
Publications
|
Any manuscript or scientific meeting abstract containing data generated under this contract must be submitted to BARDA for review prior to submission. Acknowledgment of BARDA funding must be included as noted in contract articles H.9 and H.24
|
·Contractor must submit all manuscript or scientific meeting abstract to PO and CO prior to submission/presentation by 30 business days for manuscripts and 10 business days for abstracts or posters
·Contractor must address in writing all concerns raised by BARDA in writing
·Final manuscript submissions shall be submitted to BARDA concurrently or no later than one (1) calendar day of its submission
|
9.4
|
Samples of Therapeutics
|
Contractor shall provide samples of non-GMP candidate therapeutics and GMP material manufactured with contract funding to include raw material, Bulk Drug Substance (BDS), Final Drug Product (FDP) and/or labeled and packaged treatment courses. The request will state the type of material and the amount desired, and the purpose; provided; however, that the amount and timing for delivery shall be agreed upon in advance in discussion with Contractor. The Contractor will be advised by the CO how samples are to be packaged and where samples are to be shipped. It is acceptable to label material "Not for Clinical Use". BARDA reserves the right to request samples throughout the period of performance. The Government agrees, further: (1) to deliver to the Contractor any and all data generated by or on behalf of the Government in the evaluation of the samples; (2) not to disclose such data to any third party or to the Food and Drug Administration without the express written permission of Contractor; (3) that Contractor will have unlimited rights in such data.; and (4) that the Government will be responsible for tracking the disposition and return of unused supplies.
|
·Contractor shall make every effort to provide requested sample(s) in a timely manner and Contractor will have sole discretion to prioritize use of compound according needs for activities in the agreed upon SOW.
|
10
|
Regulatory Documents
|
|
|
10.1
|
FDA Correspondence
|
The Contractor shall memorialize any correspondence between Contractor and FDA and submit to BARDA
|
·Contractor shall provide copies of any FDA correspondence within 5 business days of correspondence
|
10.2
|
FDA Submissions
|
The Contractor shall provide BARDA the opportunity to review and comment upon all draft submissions before submission to the FDA. Contractor shall provide BARDA with an electronic copy of the final FDA submission. All documents shall be duly marked as either “Draft” or “Final”
|
·Contractor shall submit draft FDA submissions to BARDA at least 10 business days prior to FDA submission
·BARDA will provide feedback to Contractor within 5 business days of receipt
·If corrective action is recommended, the Contractor must address, in writing, it’s consideration of all concerns raised by BARDA.
·The Contractor shall consider revising their documents to address BARDA’s concerns and/or recommendations prior to FDA submission.
·Final FDA submissions shall be submitted to BARDA concurrently or no later than 2 calendar days following submission
|
11
|
Press Releases
|
Contractor agrees to accurately and factually represent the work conducted under this contract in all press releases
|
·Contractor shall ensure that the CO has received and approved an advanced copy of any press release concerning this contract not less than 5 business days prior to the issuance of the press release
·If corrective action is required, the Contractor agrees to accurately and factually represent the work conducted under this contract in all press releases
·Any final press releases shall be submitted to BARDA no later than one (1) calendar day prior to its release
|
A.
|
Monthly and Annual Progress Reports
|
i.
|
Monthly Progress Report
|
·
|
A cover page that includes the contract number and title; the type of report and period that it covers; the Contractor’s name, address, telephone number, fax number, and e-mail address; and the date of submission;
|
·
|
SECTION I - EXECUTIVE SUMMARY
|
·
|
SECTION II - PROGRESS
|
·
|
SECTION II Part A: OVERALL PROGRESS - A description of overall progress.
|
·
|
SECTION II Part B: MANAGEMENT AND ADMINISTRATIVE UPDATE - A description of all meetings, conference calls, etc. that have taken place during the reporting period. Include progress on administration and management issues (e.g., evaluating, and managing subcontractor performance, and personnel changes).
|
·
|
SECTION II Part C: TECHNICAL PROGRESS - For each activity related to Gantt chart, document the results of work completed and cost incurred during the period covered in relation to proposed progress, effort and budget. The report shall be in sufficient detail to explain comprehensively the results achieved. The description shall include pertinent data and/or graphs in sufficient detail to explain any significant results achieved and preliminary conclusions resulting from analysis and scientific evaluation of data accumulated to date under the contract. The report shall include a description of problems encountered and proposed corrective action; differences between planned and actual progress, why the differences have occurred and what corrective actions are planned; preliminary conclusions resulting from analysis and scientific evaluation of data accumulated to date under the project.
|
·
|
SECTION II Part D: PROPOSED WORK - A summary of work proposed related to Gantt chart for the next reporting period and preprints/reprints of papers and abstracts.
|
·
|
SECTION IV: Earned Value Management Reporting: Contractor will provide a monthly Contract Performance Report (CPR) at an agreed upon reporting level (WBS level 3) using the ASPR provided WBS and a Variance Analysis Report. EVMS shall be applied to all CLINs as part of the Integrated Master Project Plan following the Seven Principles of Earned Value Management. In accordance with FAR 52.215-2, Audit and Records-Negotiation, ASPR may request, on a quarterly or ad hoc basis, that the Contractor provide raw data. ASPR may request additional data at a reporting level or at lower levels, as ASPR deems necessary.
|
ii.
|
Annual Progress Report
|
·
|
A Cover page that includes the contract number and title; the type of report and period that it covers; the Contractor's name, address, telephone number, fax number, and email address; and the date of submission;
|
·
|
SECTION I: EXECUTIVE SUMMARY - A brief overview of the work completed, and the major accomplishments achieved during the reporting period.
|
·
|
SECTION II: PROGRESS
|
·
|
SECTION II Part A: OVERALL PROGRESS - A description of overall progress.
|
·
|
SECTION II Part B: MANAGEMENT AND ADMINISTRATIVE UPDATE - A high level summary of critical meetings, etc. that have taken place during the reporting period. Include progress on administration and management to critical factors of the project (e.g. regulatory compliance audits and key personnel changes).
|
·
|
SECTION II Part C: TECHNICAL PROGRESS - A detailed description of the work performed structured to follow the activities and decision gates outlined at the Integrated Baseline Review and as described in the Integrated Master Plan. The Report should include a description of any problems (technical or financial) that occurred or were identified during the reporting period, and how these problems were resolved.
|
·
|
SECTION II Part D: PROPOSED WORK - A summary of work proposed for the next year period to include an updated Gantt Chart.
|
·
|
SECTION III: Estimated and Actual Expenses.
|
·
|
SECTION IV: EARNED VALUE MANAGEMENT REPORTING - Contractor will provide a quarterly Contract Performance Report (CPR) at an agreed upon (WBS level 3) reporting level using the ASPR provided WBS and a Variance Analysis Report. EVMS shall be applied to all Cost Sharing CLINs as part of the Integrated Master Project Plan following the Seven Principles of Earned Value Management. In accordance with FAR
|
1.
|
Copies of manuscripts (published and unpublished), abstracts, and any protocols or methods developed specifically under the contract during the reporting period; and
|
2.
|
A summary of any Subject Inventions per the requirements under FAR Clause 52.227-11.
|
iii.
|
Draft Final Report and Final Report
|
1.
|
Cover page to include the contract number, contract title, performance period covered, Contractor's name and address, telephone number, fax number, email address and submission date.
|
2.
|
SECTION I: EXECUTIVE SUMMARY - Summarize the purpose and scope of the contract effort including a summary of the major accomplishments relative to the specific activities set forth in the Statement of Work.
|
3.
|
SECTION II: RESULTS - A detailed description of the work performed related to WBS and Gantt chart, the results obtained, and the impact of the results on the scientific and/or public health community including a listing of all manuscripts (published and in preparation) and abstracts presented during the entire period of performance and a summary of all inventions.
|
v.
|
Audit Reports
|
vi.
|
Other Technical Reports
|
1.
|
Draft Report for Clinical and Non-Clinical Studies and Final Report for Clinical and Non-Clinical Studies
|
·
|
The clinical trial reports shall follow the format of International Conference on Harmonization document ICH E3 “Guideline for Industry on Structure and Content of Clinical Study Reports” (http://www.pharmacontract.ch/support/su_ich_liste.htm)
|
·
|
Draft Final Report for Clinical and Non-Clinical Studies funded by this contract will be submitted to the Contracting Officer’s Representative and Contracting Officer (CO) for review and comment within the time frames set forth in the table (“Summary of Contract Deliverables”) under ARTICLE F.2.
|
·
|
Subcontractor prepared reports received by the Contractor shall be submitted to the Contracting Officer’s Representative and Contracting Officer (CO) for review and comment as set forth by the table in this Article. Contractor shall consider revising reports to address ASPR’s recommendations prior to FDA submission.
|
·
|
The Government shall provide written comments to the Draft Final Report for Clinical and Non-Clinical Studies in accordance with the dates set forth by the table in this Article.
|
·
|
The comprehensive Final Report for Clinical and Non-Clinical Studies will be submitted to the Contracting Officer and the Contracting Officer’s Representative set forth by the table in this Article. The final version shall include or address the COR’s and CO’s comments on the draft report.
|
2.
|
Supplemental Technical Documents
|
B.
|
Deliverables Arising from FDA Correspondence
|
i.
|
FDA Meetings
|
·
|
Contractor shall notify ASPR of upcoming FDA meeting within 2 business days of scheduling Type A, B or C meetings, OR within 24 hours of meeting occurrence for ad hoc meetings concerning the Carbavance™ development program, regardless of whether the activities being discussed are BARDA-funded or not.
|
·
|
The Contractor shall forward initial Contractor and FDA-issued draft minutes and final minutes of any meeting with the FDA to ASPR within 5 business days of receipt. All documents shall be duly marked as either “Draft” or “Final.”
|
ii.
|
FDA Submissions
|
·
|
Contractor shall submit draft FDA submissions to the ASPR at least 10 business days prior to FDA submission.
|
·
|
The ASPR will provide feedback to Contractor within 5 business days of receipt.
|
·
|
If corrective action is recommended, the Contractor must address, in writing, its consideration of all concerns raised by BARDA.
|
·
|
The Contractor shall consider revising their documents to address BARDA’s concerns and/or recommendations prior to FDA submission.
|
·
|
Final FDA submissions shall be submitted to ASPR concurrently or no later than 2 calendar days following their submission to FDA.
|
iii.
|
FDA Audits
|
·
|
Contractor shall notify CO and COR within 10 business days of a scheduled FDA audit or within 24 hours of an ad hoc site visit/audit if the FDA does not provide advanced notice.
|
·
|
Contractor shall provide redacted copies of any FDA audit report received from subcontractors that occur as a result of this contract or for this product within 5 business days of receiving correspondence from the FDA, Subcontractor, or third party.
|
·
|
Within 10 business days of audit report, Contractor shall provide CO with a plan for addressing areas of nonconformance, if any are identified.
|
iv.
|
Manufacturing Campaign Reports
|
·
|
Contractor will submit Manufacturing Campaign Reports at least 20 business days prior to FDA submission.
|
·
|
If corrective action is recommended, Contractor must address, in writing, all concerns raised by ASPR.
|
·
|
Final FDA submission shall be submitted to ASPR concurrently or no later than 2 business days after submission to the FDA.
|
v.
|
Other FDA Correspondence
|
C.
|
Earned Value Management (EVM) Deliverables
|
i.
|
Earned Value Management (EVM) / Contract Performance Report (CPR)
|
·
|
Contractor shall provide EVM/CPR as part of the Monthly Progress Report (this requirement begins only as set forth in the Contract Milestones & Related Deliverables table, see Attachment #10)
|
·
|
Contractor shall provide top level or key changes in baseline cost as a result of anticipated cost savings or risks
|
·
|
ASPR may request, on a monthly or ad hoc basis that the Contractor provide raw data at a reporting level or lower level as ASPR deems necessary.
|
·
|
Contractor must address, in writing, all concerns raised by ASPR.
|
·
|
Reporting will commence after the EVM system has been implemented but no later than [***] months after start of base period.
|
ii.
|
Performance Measurement Baseline Review (PMBR)
|
1.
|
Contractor provides baseline proposal
|
2.
|
Responsibility Assignment Matrix
|
3.
|
A description of the work scope through control account Work Authorization Documents and/or WBS Dictionary down to the agreed upon control account level.
|
4.
|
Template for work packages
|
5.
|
Integrated Master Schedule (IMS) with the inclusion of agreed major milestones and control account plans for all control accounts
|
6.
|
Baseline revision documentation and program log(s) risk management plan
|
·
|
PMBR is due within 90 days of contract award
|
·
|
Contractor shall provide final draft of baseline meeting materials 10 business days prior to meeting
|
·
|
Contractor provides agenda to COR 2 business days in advance of meeting
|
·
|
COR approves (with CO concurrence) and distributes agenda
|
·
|
COR approves (with CO concurrence) all meeting material
|
·
|
Contactor provides minutes with 3 business days of the meeting
|
·
|
COR reviews and approves (with CO concurrence) minutes
|
·
|
ASPOR will review documentation and provide written comments and questions to Contractor
|
·
|
Contractor shall address ASPR’s comments and resubmit PMBR report for ASPR approval within 10 business days.
|
iii.
|
Risk Management Plan
|
·
|
Due within 90 days of contract award
|
·
|
Contractor provides updated Risk Management Plan in Monthly Progress Report
|
·
|
ASPR shall provide Contractor with a written list of concerns in response plan submitted
|
·
|
Contractor must address, in writing, all concerns raised by ASPR within 20 business days of Contractor’s receipt of ASPR’s concerns.
|
iv.
|
Requirement for Notification of Deviation and Mitigation Strategy
|
Contract Milestones
|
|
||||||
Mstn #
|
Milestones
|
Deliverable(s)
|
Go Criteria
|
No-Go Criteria
|
WBS #
|
Date
|
|
1.
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
2.
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
3.
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
4.
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
|
5.
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
6.
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
7.
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
8.
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
1)
|
The Contracting Officer is the only individual who can legally commit the Government to the expenditure of public funds. No person other than the Contracting Officer can make any changes to the terms, conditions, general provisions, or other stipulations of this contract.
|
2)
|
The Contracting Officer is the only person with the authority to act as agent of the Government under this contract. Only the Contracting Officer has authority to (1) direct or negotiate any changes in the statement of work; (2) modify or extend the period of performance; (3) change the delivery schedule; (4) authorize reimburse to the Contractor of any costs incurred during the performance of this contract; (5) otherwise change any terms and conditions of this contract.
|
3)
|
No information other than that which may be contained in an authorized modification to this contract, duly issued by the Contracting Officer, which may be received from any person employed by the US Government, other otherwise, shall be considered grounds for deviation from any stipulation of this contract.
|
4)
|
The Government may unilaterally change its CO designation, after which it will notify Contractor in writing of such change.
|
1)
|
Monitoring the Contractor's technical progress, including the surveillance and assessment of performance and recommending to the Contracting Officer changes in requirements;
|
2)
|
Assisting the Contracting Officer in interpreting the statement of work and any other technical performance requirements;
|
3)
|
Performing technical evaluation as required;
|
4)
|
Performing technical inspections and acceptances required by this contract; and
|
5)
|
Assisting in the resolution of technical problems encountered during performance. The Government may unilaterally change its COR designation, after which it will notify Contractor in writing of such change..
|
#
|
NAME
|
ORGANIZATION
|
TITLE
|
1
|
[***]
|
Rempex Pharmaceuticals, Inc.
|
Principal Investigator/Program Manager
|
2
|
[***]
|
Rempex Pharmaceuticals, Inc.
|
Deputy Principal Investigator and Clinical Lead
|
3
|
[***]
|
Rempex Pharmaceuticals, Inc.
|
Program Manager
|
4
|
[***]
|
Rempex Pharmaceuticals, Inc.
|
Non-Clinical Toxicology and CMC (Drug Product) Lead
|
5
|
[***]
|
Rempex Pharmaceuticals, Inc.
|
CMC (API) Lead
|
6
|
[***]
|
Rempex Pharmaceuticals, Inc.
|
Non-Clinical Lead
|
7
|
[***]
|
Rempex Pharmaceuticals, Inc.
|
Regulatory and Quality Management Lead
|
1)
|
The billing address that should be shown on the invoice is the same as defined in SECTION G of this contract.
|
2)
|
The Contractor shall submit an electronic copy of contract monthly invoices/financial reports to the Contracting Officer and Contract Specialist as defined above, in SECTION G of this contract.
|
3)
|
Contractor invoices/financial reports shall conform to the form, format, and content requirements of the instructions for Invoice/Financing requests and Contract Financial Reporting attached as Attachment 2 to this contract (SECTION J-LIST OF ATTACHMENTS) (See also SECTION B) .
|
4)
|
Monthly invoices must include the cumulative total expenses to date, adjusted (as applicable) to show any amounts suspended by the Government.
|
5)
|
The Contractor agrees to immediately notify the Contracting Officer in writing if there is an anticipated overrun (any amount) or unexpended balance (greater than 10 percent) of the estimated costs for the base segment or any option segment(s) (See estimated costs under SECTION B of the contract) and the reasons for the variance. The requirements of the Limitation of Cost FAR 52.232-20 clause apply.
|
6)
|
All invoice submissions shall be in accordance with FAR Clause 52.232-25 in SECTION I of this contract.
|
a.
|
Safety and Monitoring Issues
|
i.
|
PHS Policy on Humane Care and use of Laboratory Animals
|
·
|
All amendments or changes to the protocol, identified by protocol version number, date, or both and date it is valid.
|
·
|
All material changes in IACUC policies and procedures, identified by version number, date, and all required signatories (if applicable).
|
·
|
Termination or temporary suspension of the study(ies) for regulatory issues.
|
·
|
Termination or temporary suspension of the protocol.
|
·
|
Any change that is made in the specific IACUC approval for the indicated study(ies).
|
·
|
Any other problems or issues that could affect the scientific integrity of the study(ies), i.e., fraud, misrepresentation, misappropriation of funds, etc.
|
ii.
|
Non-Clinical Data and Safety Monitoring Requirements
|
b.
|
BARDA Review Process before Non-Clinical study Execution Begins
|
·
|
IACUC approved (signed) non-clinical research protocol identified by version number, date, or both, including details of study design, euthanasia criteria, proposed interventions, and exclusion criteria.
|
·
|
Documentation of IACUC approval, including OLAW federal wide number, IACUC registration number, and IACUC name.
|
·
|
If a study is contracted through Contract Research Organizations (CROs), work orders and service agreements the Contractor shall assure an integrated safety documentation plan is in place for the study site, pharmacy service records on the dosing material to be used and excipients, and laboratory services (including histopathology).
|
·
|
Documentation that the Contractor and all required staff responsible for the conduct of the research have received training in the protection and handling of animals, or that the CRO has the required documentation.
|
·
|
Provide justification for whether studies require good laboratory practice (GLP) conditions.
|
·
|
Provide justification for whether studies will be classified as non-pivotal or pivotal studies.
|
c.
|
References
|
i.
|
Safety and Monitoring Issues
|
·
|
All amendments or changes to the protocol, identified by protocol version number, date, or both and dates it is valid.
|
·
|
All changes in informed consent documents, identified by version number, dates, or both and dates it is valid.
|
·
|
Termination or temporary suspension of patient accrual.
|
·
|
Termination or temporary suspension of the protocol.
|
·
|
Any change in IRB approval.
|
·
|
Any other problems or issues that could affect the participants in the studies.
|
·
|
Independent Safety Monitor
- a physician or other appropriate expert who is independent of the study and available in real time to review and recommend appropriate action regarding adverse events and other safety issues.
|
·
|
Independent Monitoring Committee (IMC) or Safety Monitoring Committee (SMC)
- a small group of independent investigators and biostatisticians who review data from a particular study.
|
·
|
Data and Safety Monitoring Board
- an independent committee charged with reviewing safety and trial progress and providing advice with respect to study continuation, modification, and termination. All phase III clinical trials must be reviewed by a DSMB; other trials may require DSMB oversight as well. Please refer to: NIAID Principles for Use of a Data and Safety Monitoring Board (DSMB) For Oversight of Clinical Trials Policy
|
ii.
|
BARDA Protocol Review Process Before Patient Enrollment Begins
|
·
|
IRB- or IEC-approved clinical research protocol identified by version number, date, or both, including details of study design, proposed interventions, patient eligibility, and exclusion criteria.
|
·
|
Documentation of IRB or IEC approval, including OHRP federal wide number, IRB or IEC registration number, and IRB and IEC name.
|
·
|
IRB- or IEC- approved informed consent document, identified by version number, date, or both and dates it is valid.
|
·
|
Plans for the management of side effects.
|
·
|
Procedures for assessing and reporting adverse events.
|
·
|
Plans for data and safety monitoring (see above) and monitoring of the clinical study site, pharmacy, and laboratory.
|
·
|
Documentation that the Contractor and all study staff responsible for the design or conduct of the research have received training in the protection of human subjects.
|
iv.
|
Required Time-Sensitive Notification
|
2)
|
The COR is hereby designated as the official who is responsible for monitoring contractor compliance with the Privacy Act.
|
3)
|
The Contractor shall follow the Privacy Act guidance as contained in the Privacy Act System of Records number 09-25-0200. This document may be obtained at the following link:
http://oma.od.nih.gov/ms/privacy/pa-files/0200.htm
|
a.
|
Maintain a written, enforceable policy on conflict of interest that complies with 45 CFR Part 94 and inform each investigator of the policy, the investigator's reporting responsibilities, and the applicable regulations. The Contractor must take reasonable steps to ensure that investigators working as collaborators or subcontractors comply with the regulations.
|
b.
|
Designate an official(s) to solicit and review financial disclosure statements from each investigator participating in ASPR-funded research. Based on established guidelines consistent with the regulations, the designated official(s) must determine whether a conflict of interest exists, and if so, determine what actions should be taken to manage, reduce, or eliminate such conflict. A conflict of interest exists when the designated official(s) reasonably determines that a
Significant Financial Interest
could directly and significantly affect the design, conduct, or reporting of the ASPR-funded research. The Contractor may require the management of other conflicting financial interests in addition to those described in this paragraph, as it deems appropriate. Examples of conditions or restrictions that might be imposed to manage actual or potential conflicts of interests are included in 45 CFR Part 94, under Management of Conflicting Interests.
|
c.
|
Require all financial disclosures to be updated during the period of the award, either on an annual basis or as new reportable Significant Financial Interests are obtained.
|
d.
|
Maintain records, identifiable to each award, of all financial disclosures and all actions taken by the Contractor with respect to each conflicting interest for three (3) years after final payment or, where applicable, for the other time periods specified in 48 CFR Part 4, subpart 4.7, Contract Records Retention.
|
e.
|
Establish adequate enforcement mechanisms and provide for sanctions where appropriate.
|
·
|
Within 48 hours of activity or incident or within 24 hours for a security related activity or incident, Contractor must notify ASPR.
|
·
|
Additional updates due to COR and CO within 48 hours of additional developments.
|
·
|
Contractor shall submit within 5 business days a Corrective Action Plan (if deemed necessary by either party) to address any potential issues.
|
·
|
If issues are identified during the audit, Contractor shall submit a report to the CO and COR detailing the finding and corrective action(s) within 10 business days of the audit.
|
·
|
COR and CO will review the report and provide a response to the Contractor with 10 business days.
|
·
|
Once corrective action is completed, the Contractor will provide a final report to the CO and COR.
|
1.
|
The Small Business Subcontracting Plan, dated January 14, 2014 is attached hereto and made a part of this contract.
|
2.
|
The failure of any Contractor or subcontractor to comply in good faith with FAR Clause 52.219-8, entitled "Utilization of Small Business Concerns" incorporated in this contract and the attached Subcontracting Plan, will be a material breach of such contract or subcontract and subject to the remedies reserved to the Government under FAR Clause 52.219-16 entitled, "Liquidated Damages-Subcontracting Plan."
|
a.
|
FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES:
|
52.209-9
|
Jul 2013
|
Updates of Publicly Available Information Regarding Responsibility Matters
|
||
52.210-1
|
Apr 2011
|
Market Research
|
||
52.215-2
|
Oct 2010
|
Audit and Records - Negotiation
|
||
52.215-8
|
Oct 1997
|
Order of Precedence - Uniform Contract Format
|
||
52.215-10
|
Aug 2011
|
Price Reduction for Defective Cost or Pricing Data (Over $700,000)
|
||
52.215-12
|
Oct 2010
|
Subcontractor Cost or Pricing Data (Over $700,000)
|
||
52.215-14
|
Oct 2010
|
Integrity of Unit Prices
|
||
52.215-15
|
Oct 2010
|
Pension Adjustments and Asset Reversions
|
||
52.215-17
|
Oct 1997
|
Waiver of Facilities Capital Cost of Money
|
||
52.215-18
|
Jul 2005
|
Reversion or Adjustment of Plans for Post-Retirement Benefits (PRB) other than Pensions
|
||
52.215-19
|
Oct 1997
|
Notification of Ownership Changes
|
||
52.215-21
|
Oct 2010
|
Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data - Modifications
|
||
52.215-23
|
Oct 2009
|
Limitations on Pass-Through Charges (Over the Simplified Acquisition threshold)
|
||
52.216-7
|
Jun 2013
|
Allowable Cost and Payment
|
||
52.216-12
|
Apr 1984
|
Cost Sharing Contract - No Fee
|
||
52.219-8
|
Jul 2013
|
Utilization of Small Business Concerns
|
||
52.219-9
|
Jul 2013
|
Small Business Subcontracting Plan
|
||
52.219-16
|
Jan 1999
|
Liquidated Damages - Subcontracting Plan
|
||
52.222-2
|
Jul 1990
|
Payment for Overtime Premiums
|
||
52.222-3
|
Jun 2003
|
Convict Labor
|
||
52.222-21
|
Feb 1999
|
Prohibition of Segregated Facilities
|
||
52.222-26
|
Mar 2007
|
Equal Opportunity
|
||
52.222-35
|
Sep 2010
|
Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Over $100,000)
|
||
52.222-36
|
Oct 2010
|
Affirmative Action for Workers with Disabilities
|
||
52.222-37
|
Sep 2010
|
Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Over $100,000)
|
||
52.222-40
|
Dec 2010
|
Notification of Employee Rights Under the National Labor Relations Act
|
||
52.222-50
|
Feb 2009
|
Combating Trafficking in Persons Alternate I
|
||
52.222-54
|
Aug 2013
|
Employment Eligibility Verification
|
||
52.223-6
|
May 2001
|
Drug-Free Workplace
|
||
52.223-18
|
Aug 2011
|
Encouraging Contractor Policy to Ban Text Messaging While Driving
|
||
52.224-1
|
April 1984
|
Privacy Act Notification
|
||
52.224-2
|
April 1984
|
Privacy Act
|
||
52.225-13
|
Jun 2008
|
Restrictions on Certain Foreign Purchases
|
||
52.227-1
|
Dec 2007
|
Authorization and Consent, Alternate I (Apr 1984)
|
||
52.227-2
|
Dec 2007
|
Notice and Assistance Regarding Patent and Copyright Infringement
|
||
52.227-11
|
Dec 2007
|
Patent Rights - Ownership by the Contractor (Note: In accordance with FAR 27.303(b)(2), paragraph (e) is modified to include the requirements in FAR 27.303(b)(2)(i) through (iv). The frequency of reporting in (i) is annual.
|
52.227-14
|
Dec 2007
|
Rights in Data-General
|
||
52.227-14 -Alternate II
|
Dec 2007
|
Rights in Data - General, Alternate II.
Completed portion as follows:
Limited Rights Notice (Dec 2007)
(a) These data are submitted with limited rights under Government Contract No. HHSO100201400002. These data may be reproduced and used by the Government with the express limitation that they will not, without written permission of the Contractor, be used for purposes of manufacture nor disclosed outside the Government; except that the Government may disclose these data outside the Government for the following purposes, provided that the Government makes such disclosure subject to prohibition against further use and disclosure:
(i)Use (except for manufacture) by support service
contractors to support the Government’s work under
the referenced contract.
(b) This Notice shall be marked on any reproduction of these data, in whole or in part.
|
||
52.227-16
|
Jun 1987
|
Additional Data Requirements
|
||
52.230-2
|
May 2012
|
Cost Accounting Standards
|
||
52.230-6
|
Jun 2010
|
Administration of Cost Accounting Standards
|
||
52.232-9
|
Apr 1984
|
Limitation on Withholding of Payments
|
||
52.232-17
|
Oct 2010
|
Interest
|
||
52.232-20
|
Apr 1984
|
Limitation of Cost
|
||
52.232-23
|
Jan 1986
|
Assignment of Claims
|
||
52.232-25
|
Jul 2013
|
Prompt Payment, Alternate I (Feb 2002)
|
||
52.232-33
|
Jul 2013
|
Payment by Electronic Funds Transfer-System for Award Management
|
||
52.232-39
|
Jun 2013
|
Unenforceability of Unauthorized Obligations
|
||
52.233-1
|
Jul 2002
|
Disputes
|
||
52.233-3
|
Aug 1996
|
Protest After Award, Alternate I (Jun 1985)
|
||
52.233-4
|
Oct 2004
|
Applicable Law for Breach of Contract Claim
|
||
52.234-4
|
Jul 2006
|
Earned Value Management System
|
||
52.242-1
|
Apr 1984
|
Notice of Intent to Disallow Costs
|
||
52.242-3
|
May 2001
|
Penalties for Unallowable Costs (Over $700,000)
|
||
52.242-4
|
Jan 1997
|
Certification of Final Indirect Costs
|
||
52.242-13
|
Jul 1995
|
Bankruptcy
|
||
52.242-15
|
Aug 1989
|
Stop Work Order. Alt I (Aug 1984)
|
||
52.243-2
|
Aug 1987
|
Changes - Cost Reimbursement, Alternate V (Apr 1984)
|
||
52.244-2
|
Oct 2010
|
Subcontracts, Alternate I (June 2007)
|
||
52.244-5
|
Dec 1996
|
Competition in Subcontracting
|
||
52.244-6
|
Dec 2013
|
Subcontracts for Commercial Items
|
||
52.245-1
|
Apr 2012
|
Government Property (Jun 2007)
|
||
52.245-9
|
Apr 2012
|
Use and Charges
|
52.246-9
|
Apr 1984
|
Inspection of Research and Development (Short Form)
|
||
52.246-23
|
Feb 1997
|
Limitation of Liability
|
||
52.247-63
|
Jun 2003
|
Preference for U.S.-Flag Air Carriers
|
||
52.249-6
|
May 2004
|
Termination (Cost-Reimbursement)
|
||
52.249-14
|
Apr 1984
|
Excusable Delays
|
||
52.253-1
|
Jan 1991
|
Computer Generated Forms
|
U
HHSAR
U
U
CLAUSE NO.
U
|
U
DATE
U
|
U
TITLE
U
|
352.201-70
|
Jan 2006
|
Paperwork Reduction Act
|
352.202-1
|
Jan 2006
|
Definitions - with Alternate paragraph (h) (Jan 2006)
|
352.203-70
|
Jan 2006
|
Anti-Lobbying
|
352.216-70
|
Jan 2006
|
Additional Cost Principles
|
352.222-70
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Jan 2010
|
Contractor Cooperation in Equal Employment Opportunity Investigations
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352.223-70
|
Jan 2006
|
Safety and Health
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352.224-70
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Jan 2006
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Privacy Act
|
352.227-70
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Jan 2006
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Publications and Publicity
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352.228-7
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Dec 1991
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Insurance - Liability to Third Persons
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352.231-70*
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Aug 2012
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Salary Rate Limitation
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352.233-71
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Jan 2006
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Litigation and Claims
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352.242-70
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Jan 2006
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Key Personnel
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352.242-73
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Jan 2006
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Withholding of Contract Payments
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352.242-74
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Apr 1984
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Final Decisions on Audit Findings
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352.270-4
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Jan 2006
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Protection of Human Subjects
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352.270-6
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Jan 2006
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Restriction on use of Human Subjects
|
a.
|
FAR Clause 52.217-9, Option to Extend the Term of the Contract (Mar 2000)
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10.
|
Small Business Subcontracting Plan, 10 pages.
|
1)
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Representations & Certifications - Status Active on SAM.gov.
|
2)
|
Human Subjects Assurance Identification Numbers: To be provided prior to study execution
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3)
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Animal Welfare Assurance Numbers (OLAW/PHS): To be provided prior to study execution
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1.1
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Program Management
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1.2
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Non-Clinical Toxicology
|
1.2.1
|
[***].
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1.3
|
Non-Clinical
|
1.3.1
|
[***]
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1.3.2
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Non-Clinical Program Management. [***]
.
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1.5
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Regulatory
|
1.5.1
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[***]
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2.1
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Program Management
-
[***].
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2.
2
|
Non-Clinical Toxicology-
[***].
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2.
3
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Non-Clinical
- [***].
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2.4.1
|
[***]
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2.5
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Regulatory
- [***].
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2.6
|
[***]
.
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3.1
|
Program Management - [***].
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3.2
|
Non-Clinical Toxicology
|
3.2.1
|
[***].
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3.3
|
Non-Clinical
|
3.3.1
|
[***].
|
3.3.2
|
Non-Clinical Program Management. [***]
|
3.4
|
Clinical Studies -
[***].
|
3.5
|
Regulatory
|
4.1
|
Program Management - [***].
|
4.2
|
Non-Clinical Toxicology
|
4.2.1
|
[***].
|
4.3
|
Non-Clinical
|
4.3.1
|
[***].
|
4.3.2
|
Non-Clinical Program Management. [***].
|
4.3
|
Clinical Studies
|
4.3.1
|
[***].
|
4.4
|
Regulatory
|
4.4.1
|
[***].
|
4.5
|
[***]
.
|
5.1
|
Program Management - [***].
|
5.2
|
Non-Clinical Toxicology -
[***].
|
5.3
|
Non-Clinical
|
5.3.2
|
Non-Clinical Program Management. [***].
|
5.4
|
Clinical Studies -
[***].
|
5.5
|
Regulatory
|
5.5.1
|
[***].
|
5.6
|
[***]
.
|
6.1
|
Program Management -
[***].
|
6.2
|
Non-Clinical Toxicology -
[***].
|
6.3
|
Non-Clinical -
[***].
|
6.5
|
Regulatory -
[***].
|
6.6
|
[***]
.
|
7.1
|
Program Management - [***].
|
7.2
|
Non-Clinical Toxicology -
[***].
|
7.3
|
Non-Clinical
|
7.4
|
Clinical Studies -
[***].
|
7.5
|
Regulatory
|
7.5.1
|
[***]
|
8.1
|
Program Management -
[***].
|
8.2
|
Non-Clinical Toxicology -
[***].
|
8.3
|
Non-Clinical -
[***].
|
8.4.1
|
Clinical Program Management.. [***]
|
8.4.2
|
[***].
|
8.5
|
Regulatory -
[***].
|
8.6
|
[***]
.
|
FINANCIAL REPORT OF INDIVIDUAL
PROJECT/CONTRACT
Note: Complete this Form in Accordance with
Accompanying Instructions.
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Project Task:
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Contract No.:
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Date of Report:
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0990-0134
0990-0131
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Reporting Period:
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Contractor Name and Address:
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Expenditure Category
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Percentage of
Effort/Hours
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Cumulative Incurred Cost at End of Prior Period
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Incurred Cost--Current Period
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Cumulative Cost to Date (D + E)
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Estimate Cost to Complete
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Estimated Cost at Completion (F + G)
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Negotiated Contract Amount
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Variance (Over or Under) (I - H)
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Negotiated
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Actual
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||||||||
A
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B
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C
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D
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E
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F
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G
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H
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I
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J
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(1)
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Key Personnel.
Include key personnel regardless of annual salary rates. All such individuals should be listed by names and job titles on a separate line including those whose salary is not directly charged to the contract but whose effort is directly associated with the contract. The listing must be kept up to date.
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(2)
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Personnel--Other.
List as one amount unless otherwise required by the contract.
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(3)
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Fringe Benefits.
Include allowances and services provided by the contractor to employees as compensation in addition to regular salaries and wages. If a fringe benefit rate(s) has been established, identify the base, rate, and amount billed for each category. If a rate has not been established, the various fringe benefit costs may be required to be shown separately. Fringe benefits which are included in the indirect cost rate should not be shown here.
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(4)
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Accountable Personal Property.
Include nonexpendable personal property with an acquisition cost of $1,000 or more and with an expected useful life of two or more years, and sensitive items regardless of cost. Form HHS 565, “Report of Accountable Property,” must accompany the contractor’s public voucher (SF 1034/SF 1035) or this report if not previously submitted. See “Contractor’s Guide for Control of Government Property.”
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(5)
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Supplies.
Include the cost of supplies and material and equipment charged directly to the contract, but excludes the cost of nonexpendable equipment as defined in (4) above.
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(6)
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Inpatient Care.
Include costs associated with a subject while occupying a bed in a patient care setting. It normally includes both routine and ancillary costs.
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(7)
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Outpatient Care.
Include costs associated with a subject while not occupying a bed. It normally includes ancillary costs only.
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(8)
|
Travel.
Include all direct costs of travel, including transportation, subsistence and miscellaneous expenses. Travel for staff and consultants shall be shown separately. Identify foreign and domestic travel separately. If required by the contract, the following information shall be submitted: (i) Name of traveler and purpose of trip; (ii) Place of departure, destination and return, including time and dates; and (iii) Total cost of trip.
|
(9)
|
Consultant Fee.
Include fees paid to consultant(s). Identify each consultant with effort expended, billing rate, and amount billed.
|
(10)
|
Premium Pay.
Include the amount of salaries and wages over and above the basic rate of pay.
|
(11)
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Subcontracts.
List each subcontract by name and amount billed.
|
(12)
|
Other Costs.
Include any expenditure categories for which the Government does not require individual line item reporting. It may include some of the above categories.
|
(13)
|
Overhead/Indirect Costs.
Identify the cost base, indirect cost rate, and amount billed for each indirect cost category.
|
(14)
|
General and Administrative Expense.
Cite the rate and the base. In the case of nonprofit organizations, this item will usually be included in the indirect cost.
|
(15)
|
Fee.
Cite the fee earned, if any.
|
(16)
|
Total Costs to the Government.
|
Contracting Site -Contract number -
Inventory Sheet
|
|||||
DHHS TAG*
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S/N
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TYPE
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MAKE
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MODEL
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LOCATION
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TITLE:
CONTRACT PERFORMANCE REPORT (CPR)
|
|
NUMBER:
DI-MGMT-81466A
|
APPROVAL DATE:
20050330
|
AMSC NUMBER:
D7549
|
LIMITATION:
|
DTIC APPLICABLE:
|
GIDEP APPLICABLE:
|
PREPARING ACTIVITY:
OUSD(AT&L)ARA/AM(SO)
|
|
CPR Format
|
DD Form Number
|
Sample Format No.
|
Work Breakdown Structure
|
2734/1
|
1
|
Organizational Categories
|
2734/2
|
2
|
Baseline
|
2734/3
|
3
|
Staffing
|
2734/4
|
4
|
Explanations and Problem Analyses
|
2734/5
|
5
|
1.
|
Plan all work scope to completion
|
2.
|
Break down the program work scope into finite pieces that can be assigned to a responsible person or organization for control of technical, schedule and cost objectives
|
3.
|
Integrate program work scope, schedule, and cost objectives into a performance measurement baseline plan against which accomplishments can be measured. Control changes to the baseline.
|
4.
|
Use actual costs incurred and recorded in accomplishing the work performed.
|
5.
|
Objectively assess accomplishments at the work performance level.
|
6.
|
Analyze significant variances from the plan, forecast impacts, and prepare an estimate at completion based on performance to date and work to be performed.
|
7.
|
Use earned value information in the company’s management processes.
|
Actual Cost of Work
|
The costs actually applied and recorded in accomplishing
|
Performed (ACWP)
|
the work performed within a specified period.
|
Actual Direct Cost
|
Those costs identified specifically with a contract, based upon the contractor’s cost identification and accumulation system as accepted by the cognizant DCAA representatives. (See Direct Costs).
|
Advance Agreement (AA)
|
An agreement between the contractor and the Contract Administration Office concerning the application of an approved earned value management system to contracts within the affected facility.
|
Authorized Work
|
That effort which has been authorized and is on contract, or that for which authorized contract costs have not been agreed to but for which written authorization has been received.
|
Baseline
|
(See Performance Measurement Baseline).
|
Budget at Completion (BAC)
|
The sum of all budgets (BCWS) allocated to the contract. Synonymous with the term Performance Measurement Baseline.
|
Budgeted Cost for Work
|
The sum of the budgets for completed Work Packages and
|
Performed (BCWP)
|
completed portions of open Work Packages, plus the appropriate portion of the budgets for level of effort and apportioned effort (Also see Earned Value).
|
Budgeted Cost for Work
|
The sum of the budgets for completed Work Packages,
|
Scheduled (BCWP)
|
planning packages, etc., scheduled to be accomplished (including in-process Work Packages), plus the amount of level of effort and apportioned effort scheduled to be accomplished within a given time period.
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Change Order (CO)
|
A formal authorization by the Procuring Contracting Officer for a change of scope to an existing contract
|
Contract Modification
|
A written and binding authorization to proceed created after change proposal negotiations.
|
Contract Budget Base (CBB)
|
The negotiated contract cost plus the estimated cost of authorized unpriced work, where:
|
Control Account
|
A management control point at which actual costs can be accumulated and compared to budgeted cost for work performed. A control account is a natural control point for cost/schedule planning and control since it represents the work assigned to one responsible organizational element on one contract work breakdown structure (CWBS) element.
|
Control Account Manager (CAM)
|
A member of a functional organization responsible for task performance detailed in a Control Account and for managing the resources authorized to accomplish the tasks.
|
Control Account Plan (CAP)
|
A CAP report is a timephased report which reflects all the
|
Report
|
work and effort to be performed in a control account. The CAP report will reflect the hours and dollars by element of cost (labor, subcontract, ODC, etc).
|
Contract Performance Report (CPR)
|
The monthly report submitted to the customer showing the current, cumulative and at completion status, the performance measurement baseline, manpower loading, and a narrative explanation of significant program variances.
|
Contract Target Cost
|
The dollar value (excluding fee or profit) negotiated in the original contract plus the cumulative cost (excluding fee or profit) applicable to all definitized changes to the contract. It consists of the estimated cost negotiated for a cost plus fixed fee contract and the definitized target cost for an incentive contract. The contract target cost does not include the value of authorized/un-negotiated work, and is thus equal to the contract budget base only when all authorized work has been negotiated/definitized.
|
Cost Performance Index (CPI)
|
An efficiency rating reflecting a project’s budget performance - either over or under. Measured as a ratio of the budgeted value of work accomplished versus the actual costs expended for a given project time period. The formula for CPI is BCWP/ACWP.
|
Discrete Effort
|
Program effort that has a measurable output, product or service.
|
Direct Costs
|
Those costs (labor, material, etc.) that can be reasonably and consistently related directly to service performed on a unit of work, and are charged directly to the contract, without distribution to an overhead unit.
|
Earned Value
|
See Budgeted Cost for Work Performed (BCWP)
|
Earned Value Management
|
A project management system utilized for measuring project
|
System (EVMS)
|
progress in an objective manner. Combines measurements of scope, schedule, and cost in a single integrated system.
|
Estimate at Completion (EAC)
|
A value (expressed in dollars and/or hours) developed to represent a realistic appraisal of the final cost of tasks when accomplished. It’s the sum of direct & indirect costs to date plus the estimate of costs for all authorized Work remaining. The EAC = ACWP + the Estimate-to-Complete.
|
Estimate to Completion (ETC)
|
A value (expressed in dollar and/or hours) developed to represent a realistic appraisal of the cost of the work still required to be accomplished in completing a task.
|
Indirect Costs
|
Represents those costs, because they are incurred for common or joint objectives, are not readily subject to treatment as direct costs. (See overhead).
|
Integrated Baseline Review (IBR)
|
An Integrated Baseline Review (IBR) also known as Performance Measurement Baseline Review (PMBR) is a formal review led by the Government Program Manager and Technical Support Staff. An IBR is conducted jointly with the Government and their Contractor counterparts.
|
Integrated Master Plan (IMP)
|
The overall program plan including the work definition, technical approach, performance criteria, and completion criteria.
|
Integrated Master Schedule (IMS)
|
The IMS expands the IMP to the work planning level. It defines the tasks, their durations, milestones, milestone dates which relate to the IMP completion criteria, and interdependencies required to complete the program. The IMP and IMS are used to track and execute the program.
|
Integrated Product Team (IPT)
|
A grouping of project personnel along project objective lines rather than along organizational lines. Integrated Product Teams are work teams that represent a transition from a functional organization structure to a multifunctional project objective arrangement.
|
Internal Replanning
|
Replanning actions performed by the program for remaining effort within the recognized total allocated budget.
|
Level of Effort (LOE)
|
Work that does not result in a final product, e. g., liaison, coordination, follow-up, or other support activities, and which cannot be effectively associated with a definable end product process result. It is measured only in terms of resources actually consumed within a given time period.
|
Management Reserve (MR)
|
An amount of the total Contract Budget Base (CBB) withheld for management control purposes rather than designated for the accomplishment of a specific task or set of tasks. It is not a part of the Performance Measurement Baseline.
|
Negotiated Contract Target Cost
|
The estimated cost negotiated in a Cost Plus Award Fee (CPAF), Cost Plus Fixed Fee (CPFF), Cost Plus Incentive Fee (CPIF) or Fixed Price Incentive Fee (FPIF) contract.
|
Original Budget
|
The budget established at, or near, the time the contract was signed, based on the negotiated contract cost.
|
Overhead
|
Indirect labor and material, supplies and services costs and other charges, which cannot be consistently identified with individual programs.
|
Other Direct Costs
|
A group of accounting elements which can be isolated to specific tasks, other than labor and material. Included in ODC are such items as travel, computer time, and services
|
Performance Measurement
|
The time-phased budget plan against which contract
|
Baseline (PMB)
|
performance is measured. It is formed by the budgets assigned to scheduled Control Accounts and the allocation of overhead costs. For future effort, not planned to the Control Account level, the performance measurement baseline also includes budgets assigned to higher level WBS elements, and undistributed budgets. It equals the total assigned budget less management reserve.
|
Performing Organization
|
A defined unit within the program organization structure, which applies the resources to performs the authorized scope of work.
|
Planning Package
|
A logical aggregation of far term work within a Control Account that can be identified and budgeted but not yet defined into Work Packages.
|
Reprogramming
|
Replanning of the effort remaining in the contract, resulting in a new budget allocation which exceeds the contract budget base. The resulting baseline is called an Over Target Baseline (OTB).
|
Responsible Organization
|
A defined unit within program’s organization structure that is assigned responsibility for accomplishing specific tasks.
|
Risk Register
|
Is a tool commonly used in project planning and organizational risk assessments. It is often referred to as a Risk Log. It is used for identifying, analyzing and managing risks.
|
Schedule Performance Index (SPI)
|
An efficiency rating reflecting how quickly or slowly project work is progressing. Measured as a ratio of work accomplished versus work planned for a given period of time. The formula for SPI is BCWP/BCWS.
|
Significant Variances
|
Those differences between planned and actual cost and schedule performance which require further review, analysis, or action. Appropriate thresholds are established as to the magnitude of variances which will require variance analysis.
|
Statistical Estimate at Completion
|
Is a single point estimate that can be quickly prepared and used to test the reasonableness of the current cost estimates and budget and to indicate when a comprehensive EAC should be prepared
|
Time-Phased S/P/A Report
|
Provides the timphased budget, performance (earned value) and actual costs at a specific level. It may be at the reporting level, control account, and/or work package level. In all cases the report will also provide the data at the total project level.
|
To-Complete Performance
|
An efficiency rating that provides a projection of the
|
Index (TCPI)
|
anticipated performance required to achieve the EAC. TCPI indicates the future required cost efficiency needed to achieve a target EAC (Estimate At Complete). Any significant difference between TCPI and the CPI needed to meet the EAC should be accounted for by management in their forecast of the final cost.
|
Total Allocated Budget (TAB)
|
The sum of all budgets allocated to the contract. Total allocated budget consists of the performance measurement baseline and all management reserve. The total allocated budget will reconcile directly to the
|
Undistributed Budget (UB)
|
Budget applicable to contract effort which has not yet been identified to WBS elements at or below the lowest level of reporting to the Government.
|
Variance Analysis Report (VAR)
|
The internal report completed by the Control Account Manager and submitted, through the Intermediate Manager, to the program manager for those Control Accounts which have variances in excess of established thresholds.
|
Variances
|
(See Significant Variances).
|
Work Authorization Document
|
A form used to formally authorize and budget work to the
|
(WAD)
|
Control Account Manager. This document must include, as a minimum, the Control Account number, Statement of Work, scheduled start and finish dates, budget, and the identity of the CAM. It must be approved by Intermediate Manager, and be agreed to by the Control Account Manager.
|
Work Breakdown Structure (WBS)
|
A product-oriented, family-tree composed of hardware, software, services, data and facilities which results from system engineering efforts. A work breakdown structure displays and defines the product(s) to be developed and/ or produced and relates the elements of work to be accomplished to each other and to the end product.
|
Work Packages
|
Detailed short-span jobs, or material items, identified by the contractor for accomplishing work required to complete the contract. A Work Package has the following characteristics.
|
Work Package Budgets
|
Resources which are formally assigned by the CAM to accomplish a Work Package, expressed in dollars and/or hours.
|
·
|
EVM Process flows that reflect how a company will build and maintain the EVM system. (EVM Procedures may also be included if the cost associated with them is reasonable)
|
·
|
EVM engine tool and a schedule tool. It is not necessary to load the schedule tool, such as Microsoft Project, with resources. This adds an extra strep, additional costs and little to no value. It is recommended that all resource information be loaded in the EVM engine and leave the schedule tool to what it does best, measure progress through time (duration).
|
·
|
The EVM Engine needs to be integrated with the company’s accounting system.
|
·
|
WBS Dictionary/Control Account Work Authorization Documentation
|
·
|
Integrated Master Schedule
|
·
|
Responsibility Assignment Matrix
|
·
|
Control Account Plans
|
·
|
PMB Log
|
·
|
Baseline Revision Documents
|
·
|
Risk Register
|
·
|
Schedule Status
|
·
|
Integration of accounting data into EVM engine
|
·
|
Run monthly reports for Control Account Managers (Tier 2 only)
|
·
|
Prepare the monthly Contract Performance Report (CPR) Formats 1 and 5
|
·
|
Run the Control Account Plans for both internal and external (contract requirement)
|
·
|
PMB Change Control
|
Vendor
|
Area of Responsibility
|
Phase Research
|
o Study Documentation Design and Development
o Clinical Monitoring: Includes site initiation, interim, and close-out monitoring visits,
o Pharmacovigilence
o Data Management: Includes build and maintenance of electronic case report forms (eCRFs); data query generation and resolution
o Biostatistics
o Medical Writing:
o Project Management: The Project Manager will actively facilitate Phase Research’s interaction with the research site and provide close monitoring oversight in conjunction with the assigned CRA. Project Management will also assist in the finalization of all applicable study documents and provide coordination between study vendors.
o Pass-through Expenses
Travel for CRA monitoring visits to clinical sites, shipping and printing costs
o Investigator Grants
|
Energetics
|
Core Cardiac Lab
|
TBD
|
Clinical study site(s)
|
Pulse Tech
|
To provide Central Lab services
|
Analyx
|
To perform PK analyses
|
Claritron
|
To write the PK report
|
Obelisk
|
To label and distribute study drug product
|
Signed Study Protocol
|
10 %
|
First participant dosed
|
20 %
|
40 % Enrollment
|
35%
|
70% Enrollment
|
50%
|
Last participant procedure (Treatment phase)
|
60 %
|
Last participant follow-up
|
70 %
|
Database lock
|
80 %
|
Clinical Study Report
|
90 %
|
Transferred Trial Master File
|
100 %
|
1.
|
Signed Study Protocol
|
2.
|
Top-line data
|
3.
|
Signed Clinical Study Report
|
1.
|
Top-line Data from an External Clinical Study Identifying Panaceomycin Maximum Tolerated Dose as a single dose in Humans. The Maximum Tolerable Dose will be defined in a study not included in the BARDA contract. This dose will be used in selecting the Supra-therapeutic dose in this Thorough QT Study.
|
2.
|
Successful production of cGMP lot of Panaceomycin.
|
3.
|
Enrollment and retention of study participants.
|
1. Type of Federal Action:
|
2. Status of Federal Action:
|
3. Report Type:
|
|||||
|
a. contract
b. grant
c. cooperative agreement
d. loan
e. loan guarantee
f. loan insurance
|
|
a. bid/offer/application
b. initial award
c. post-award
|
|
a. initial filing
b. material change
|
||
For Material Change Only:
year ____ quarter
date of last report
|
|||||||
4. Name and Address of Reporting Entity:
|
5.If Reporting Entity in No. 4 is a Subawardee, Enter Name and Address of Prime
|
||||||
Prime
|
Subawardee
Tier ______,
if known:
|
|
|||||
Congressional District
,
if known
: 4c
|
Congressional District
,
if known
:
|
||||||
6. Federal Department/Agency:
|
7. Federal Program Name/Description
|
||||||
|
CFDA Number,
if applicable
: _____________
|
||||||
8. Federal Action Number
,
if known
:
|
9. Award Amount
,
if known
:
$
|
||||||
10. a. Name and Address of Lobbying Registrant
(
if individual, last name, first name, MI
):
|
b. Individuals Performing Services
(
including address if different from No. 10a)
(
last name, first name, MI
)
|
||||||
11.
Information requested through this form is authorized by title 31 U.S.C. section 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
|
Signature:
Print Name:
Title:
Telephone No.:______________ Date:
|
||||||
Federal Use Only:
|
Authorized for Local Reproduction
Standard Form LLL (Rev. 7-97)
|
1.
|
Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action.
|
2.
|
Identify the status of the covered Federal action.
|
3.
|
Identify the appropriate classification of this report. If this is a followup report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action.
|
4.
|
Enter the full name, address, city, State and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be, a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants.
|
5.
|
If the organization filing the report in item 4 checks “Subawardee,” then enter the full name, address, city, State and zip code of the prime Federal recipient. Include Congressional District, if known.
|
6.
|
Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard.
|
7.
|
Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments.
|
8.
|
Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., “RFP-DE-90-001.”
|
9.
|
For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in item 4 or 5.
|
10.
|
(a) Enter the full name, address, city, State and zip code of the lobbying registrant under the Lobbying Disclosure Act of 1995 engaged by the reporting entity identified in item 4 to influence the covered Federal action.
|
(b)
|
Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (MI).
|
11.
|
The certifying official shall sign and date the form, print his/her name, title, and telephone number.
|
According to the Paperwork Reduction Act, as amended, no persons are required to respond to a collection of information unless it displays a valid OMB Control Number. The valid OMB control number for this information collection is OMB No. 0348-0046. Public reporting burden for this collection of information is estimated to average 10 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, DC 20503.
|
a)
|
Total estimated dollar value of ALL planned subcontracting
, i.e., with ALL types of concerns under this contract is $[***]
Since we have elected to include indirect costs in this plan, this amount equals the $ [***] in total planned BARDA funded subcontracts (see Table 5.A.10.1 in final cost proposal) plus $[***] in projected indirect costs. The projected indirect costs equal the total indirect cost pool of $[***] shown in Table 5.A.12-1 of the final cost proposal less indirect labor of $[***] and fringe benefits of $[***] multiplied by the 5.6 years of the contract.
(Base Period - if options apply).
|
b)
|
Total estimated dollar value and percent of planned subcontracting with SMALL BUSINESSES
(including SDB, WOSB, HUBZone, VOSB and SDVOSB) (% of “a”):
|
c)
|
Total estimated dollar value and percent of planned subcontracting with
SMALL DISADVANTAGED BUSINESSES
(% of “a”):
|
d)
|
Total estimated dollar value and percent of planned subcontracting with
WOMEN‑OWNED SMALL BUSINESSES
(% of “a”):
|
e)
|
Total estimated dollar and percent of planned subcontracting with
HUBZone
SMALL BUSINESSES (% of “a”):
|
f)
|
Total estimated dollar and percent of planned subcontracting with
Veteran-Owned SMALL BUSINESSES
(% of “a”):
|
g)
|
Total estimated dollar and percent of planned subcontracting with
Service-Disabled Veteran-Owned SMALL BUSINESSES
(% of “a”):
|
h)
|
Total estimated dollar and percent of planned subcontracting with
“OTHER THAN SMALL BUSINESSES”
(As defined by the Small Business Administration as “any entity that is not classified as a small business. This includes large businesses, state and local governments, non-profit organizations, public utilities, educational institutions and foreign-owned firms.) (% of “a”):
|
NAME:
|
[***]
|
TITLE:
|
Principal Investigator/Program Manager
|
ADDRESS:
|
11535 Sorrento Valley Road
San Diego, CA 92121
|
TELEPHONE:
|
[***]
|
E-MAIL:
|
[***]
|
a.
|
Developing and promoting company‑wide policy initiatives that demonstrate the company’s support for awarding contracts and subcontracts to SB, SDB, WOSB, HUBZone, VOSB and SDVOSB concerns; and for assuring that these concerns are included on the source lists for solicitations for products and services they are capable of providing; _x_ yes __ no
|
b.
|
Developing and maintaining bidder source lists of SB, SDB, WOSB, HUBZone, VOSB and SDVOSB concerns from all possible sources; _x_ yes __ no
|
c.
|
Ensuring periodic rotation of potential subcontractors on bidder’s lists; _x_ yes __ no
|
d.
|
Assuring that SB, SDB, WOSB, HUBZone, VOSB and SDVOSB businesses are included on the bidders’ list for every subcontract solicitation for products and services that they are capable of providing. x__ yes __ no
|
e.
|
Ensuring that Requests for Proposals (RFPs) are designed to permit the maximum practicable participation of SB, SDB, WOSB, HUBZone, VOSB and SDVOSB concerns. _x_ yes __ no
|
f.
|
Reviewing subcontract solicitations to remove statements, clauses, etc., which might tend to restrict or prohibit small, 8(a), SDB, WOSB, HUBZone, VOSB and SDVOSB small business participation. _x_ yes __ no
|
g.
|
Accessing various sources for the identification of SB, SDB, WOSB, HUBZone, VOSB and SDVOSB concerns to include the Central Contractor Registration (
https://www.sam.gov/portal/public/SAM/
), local small business and minority associations, local chambers of commerce and Federal agencies’ Small Business Offices; ___ x yes ___ no
|
h.
|
Establishing and maintaining contract and subcontract award records; _x_ yes __ no
|
i.
|
Participating in Business Opportunity Workshops, Minority Business Enterprise Seminars, Trade Fairs, Procurement Conferences, etc; _x_ yes __ no
|
j.
|
Ensuring that SB, SDB, WOSB, HUBZone, VOSB and SDVOSB concerns are made aware of subcontracting opportunities and assisting concerns in preparing responsive bids to the company; x__ yes __ no
|
k.
|
Conducting or arranging for the conduct of training for purchasing personnel regarding the intent and impact of Section 8(d) of the Small Business Act, as amended; _x_ yes __ no
|
l.
|
Monitoring the company’s subcontracting program performance and making any adjustments necessary to achieve the subcontract plan goals; _x__yes ___ no
|
m.
|
Preparing and submitting timely, required subcontract reports; _x__ yes ___ no
|
n.
|
Conducting or arranging training for purchasing personnel regarding the intent and impact of 8(d) of the Small Business Act on purchasing procedures; __x yes __ no
|
o.
|
Coordinating the company’s activities during the conduct of compliance reviews by Federal agencies; and _x_ yes __ no
|
p.
|
Other duties: _________N/A_______________________________________________
|
1.
|
Contact minority and small business trade associations;
|
2.
|
Contact business development organizations and local chambers of commerce;
|
3.
|
Attend SB, SDB, WOSB, HUBZone, VOSB and SDVOSB procurement conferences and trade fairs;
|
4.
|
Review sources from the Central Contractor Registration (
https://www.sam.gov/portal/public/SAM/
);
|
5.
|
Review sources from the Small Business Administration (SBA), Central Contractor Registration (CCR);
|
6.
|
Consider using other sources such as the National Institutes of Health (NIH) e-Portals in Commerce, (e-PIC). The NIH e-PIC is not a mandatory source; however, it may be used at the offeror’s discretion; and
|
7.
|
Utilize newspaper and magazine ads to encourage new sources.
|
2.
|
Establish, maintain, and utilize SB, SDB, WOSB, HUBZone, VOSB and SDVOSB source lists, guides, and other data for soliciting subcontractors; and
|
3.
|
Monitor activities to evaluate compliance with the subcontracting plan.
|
a.
|
Submit ISR (bi-annually) for the awarding Contracting Officer’s review and acceptance via the eSRS website.
|
b.
|
Currently, SSR (annually) must be submitted for the HHS eSRS Agency Coordinator review and acceptance via the eSRS website. (
Note
: Log onto the OSDBU website to view the HHS Agency Coordinator contact information (
http://www.hhs.gov/about/smallbusiness/osdbustaff.html
).
|
a.
|
SB, SDB, WOSB, HUBZone, VOSB and SDVOSB source lists, guides and other data identifying such vendors;
|
b.
|
Organizations contacted in an attempt to locate SB, SDB, WOSB, HUBZone, VOSB and SDVOSB sources;
|
c.
|
On a contract‑by‑contract basis, records on all subcontract solicitations over $100,000, which indicate for each solicitation (1) whether SB, SDB, WOSB, HUBZone, VOSB and/or SDVOSB concerns were solicited, if not, why not and the reasons solicited concerns did not receive subcontract awards;
|
d.
|
Records to support other outreach efforts, e.g., contacts with minority and small business trade associations, attendance at small and minority business procurement conferences and trade fairs;
|
e.
|
Records to support internal guidance and encouragement provided to buyers through (1) workshops, seminars, training programs, incentive awards; and (2) monitoring performance to evaluate compliance with the program and requirements; and
|
f.
|
On a contract‑by‑contract basis, records to support subcontract award data including the name, address, and business type and size of each subcontractor. [(This is not required on a contract-by-contract basis for commercial plans.)]
|
g.
|
Other records to support your compliance with the subcontracting plan: (Please describe)
|
Previous edition unusable
Prescribed
by GSA
FAR (48 CFR) 53.243
|
CONTINUATION SHEET
|
REFERENCE NO. OF DOCUMENT BEING CONTINUED
HHSO100201400002C/0001
|
PAGE OF
|
||||||
2
|
2
|
|||||||
NAME OF OFFEROR OR CONTRACTOR
REMPEX PHARMACEUTICALS, INC. 1438425
|
||||||||
ITEM NO.
(A)
|
SUPPLIES/SERVICES
(B)
|
QUANTITY
(C)
|
UNIT
(D)
|
UNIT PRICE
(E)
|
AMOUNT
(F)
|
|||
|
B. This is a no cost bilateral modification. The total amount, scope and all other terms and conditions of the contract remain unchanged.
Period of Performance: 02/05/2014 to 08/31/2016
|
|
|
|
|
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Triple asterisks denote omissions.
|
A.
|
MDCO and Distributor are parties to a Second Amended and Restated Distribution Agreement effective as of October 1, 2010, as amended by the First Amendment dated July 1, 2011, the Second Amendment dated September 1, 2011, the Third Amendment dated April 23, 2012, the Fourth Amendment dated April 29, 2013 and the Fifth Amendment dated September 12, 2013 (as amended, the “Agreement”);
|
B.
|
Under the Agreement, among other things, MDCO engaged Distributor to perform distribution services for certain of MDCO’s pharmaceutical products; and
|
C.
|
The Parties now wish to amend the Agreement in certain respects.
|
1.
|
Defined Terms
. Capitalized terms in this Amendment that are not defined in this Amendment have the meanings given to them in the Agreement. If there is any conflict between the Agreement and any provision of this Amendment, this Amendment will control.
|
2.
|
Section 12.1
. Section 12.1 of the Agreement is deleted in its entirety and replaced with the following:
|
12.1
|
Term
. This Agreement shall commence upon the Effective Date and will continue until February 28, 2019, unless sooner terminated in accordance with the terms of this Agreement. Thereafter, this Agreement shall automatically renew for subsequent terms of one additional year, unless either Party provides the other Party with written notice of its intent not to renew this Agreement at least 90 days before expiration of the current Term. The initial term and all renewal terms are collectively referred to as the “Term”.
|
3.
|
Exhibit A-1
. The parties agree that Exhibit A-1 is hereby added to the Agreement.
|
4.
|
Exhibit D
. The Parties agree that Exhibit D to the Agreement is hereby deleted in its entirety and replaced with the attached Revised Exhibit D.
|
5.
|
No Other Changes
. Except as otherwise provided in this Amendment, the terms and conditions of the Agreement will continue in full force, nothing in the Amendment modifies any term or provision in the Agreement or the Continuing Guaranty.
|
INTEGRATED COMMERCIALIZATION
SOLUTIONS, INC.
|
THE MEDICINES COMPANY
|
||
By:
|
/s/ Stephen W. McKinnon
|
By:
|
/s/ Tanya Quinn 4/1/14
|
Name:
|
Stephen W. McKinnon
|
Name:
|
Tanya Quinn
|
Title:
|
President and GM
|
Title:
|
VP, Global Supply Chain
|
•
|
Dedicated MDCO Program Manager: to
work closely with MDCO’s Operations/Distribution Director, ensure MDCO’s commercial warehousing and distribution activities for our portfolio are managed proactively and completely within budget. Additionally, to lead efforts with MDCO and ICS teams to proactively identify, recommend and implement process changes and improvements to continuously drive efficiencies.
|
•
|
Experienced Project Manager for New Product/Sku Launches: to
create the project plan for all warehousing/distribution activities inclusive of chargebacks, finances, wholesale distribution readiness, etc. in order to manage and drive the project plan and ensure timely adherence of goals and escalation of gaps.
|
•
|
Date Reporting Improvements:
by March 15, 2015 ensure all current reporting upgrade requests are complete; to identify and outline future requests for improvement and manage those projects with transparency and urgency.
|
•
|
Quarterly Business Review Discipline: dedicated MDCO program to
proactively schedule quarterly meetings (in-person or by telephone). Create the agenda and manage action items ongoing, ensuring on-time completion or escalation to mgmt. and establish relevant metrics for regular review.
|
•
|
Joint Steering Committee:
establish and conduct on a bi-annual basis or as needed an executive team to oversee the progress of all operational expectations outlined above, identifying challenges, gaps and solutions and ensure the alignment of performance expectations; Members: MDCO VP, Global Supply Chain; MDCO VP Finance/Controller, ICS President and General Manager, and ICS VP Finance.
|
•
|
Warehousing Management and Inventory Administration
|
•
|
Customer Service / Order Entry
|
•
|
Marketing and Distribution Services
|
•
|
Invoicing and Accounts Receivable Management
|
•
|
Direct Account Set Up
|
•
|
Information Technology
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of The Medicines Company;
|
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 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 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 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/ Clive A. Meanwell
|
|
|
|
Clive A. Meanwell
|
|
|
|
Chairman and Chief Executive Officer
|
Dated:
|
May 12, 2014
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of The Medicines Company;
|
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 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 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 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/ Glenn P. Sblendorio
|
|
|
|
Glenn P. Sblendorio
|
|
|
|
President and Chief Financial Officer
|
Dated:
|
May 12, 2014
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
By:
|
/s/ Clive A. Meanwell
|
|
|
|
|
Clive A. Meanwell
|
|
|
|
|
Chairman and Chief Executive Officer
|
Dated:
|
May 12, 2014
|
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
By:
|
/s/ Glenn P. Sblendorio
|
|
|
|
|
Glenn P. Sblendorio
|
|
|
|
|
President and Chief Financial Officer
|
Dated:
|
May 12, 2014
|
|
|
|