UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 1, 2014
OXFORD IMMUNOTEC GLOBAL PLC
(Exact name of registrant as specified in its charter)
England and Wales
(State or other jurisdiction
of incorporation)
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001-36200 |
Not Applicable |
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(Commission
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(IRS Employer
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94C Innovation Drive, Milton Park, Abingdon OX14 4RZ, United Kingdom
(Address of principal executive offices)
Registrant’s telephone number including area code +44 (0) 1235 442780
Check appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On April 1, 2014, Oxford Immunotec Ltd., a wholly owned subsidiary of Oxford Immunotec Global PLC (together with Oxford Immunotec Ltd., the “Company”) entered into a First Amendment to Supply and Reseller Agreement (the “Amendment”) with Life Technologies Corporation. The Amendment modified certain product numbers and pricing terms set forth in the Supply and Reseller Agreement between the parties dated August 12, 2013, pursuant to which the Company purchases and resells a product that can be used in performing an assay with the Company's T-SPOT ® . TB test (the “Agreement”). The Agreement was originally filed as Exhibit 10.21 of the Company's Registration Statement on Form S-1 (File No. 333-191737) on October 15, 2013.
The descriptions of the Agreement and the Amendment are summary in nature and are qualified in their entirety by reference to the full and complete terms of the Agreement and the Amendment, which are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Exhibit Description |
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10.1+ |
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First Amendment to Supply and Reseller Agreement between Oxford Immunotec Ltd. and Life Technologies Corporation dated April 1, 2014.
+ Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been submitted separately to the Securities and Exchange Commission. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 3, 2014
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OXFORD IMMUNOTEC GLOBAL PLC |
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By: |
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/s/ Patricia Randall |
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Patricia Randall |
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Senior Vice President and General Counsel |
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EXHIBIT INDEX
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Exhibit
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Exhibit Description |
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10.1+ |
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First Amendment to Supply and Reseller Agreement between Oxford Immunotec Ltd. and Life Technologies Corporation dated April 1, 2014.
+ Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been submitted separately to the Securities and Exchange Commission. |
Exhibit 10.1
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST.
REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
FIRST AMENDMENT TO SUPPLY AND RESELLER AGREEMENT
This First Amendment (“First Amendment”) to the Supply and Reseller Agreement dated August 12, 2013, is made effective as of March 1, 2014 (the “First Amendment Effective Date”) and is by and between Life Technologies Corporation (“LTC”), a Delaware corporation, with a principal business address at 29851 Willow Creek Road, Eugene, Oregon 97402,USA and Oxford Immunotec, Ltd. (“OI”), a company incorporated under the laws of England and Wales, with a principal business address at 94C Innovation Drive, Milton, Park, Abingdon, Oxfordshire, OX14 4RY, United Kingdom.
WHEREAS , the Parties entered into a Supply and Reseller Agreement effective August 12, 2013 (the “AGREEMENT”); and
WHEREAS , the Parties have agreed to change the commercial use product number for one of the LTC PRODUCTS (term defined in the AGREEMENT) and to add US pricing for it;
NOW, THEREFORE , in consideration of the premises and of the mutual covenants and agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound agree as follows:
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1.0 |
Amendment |
| Exhibit B to the Agreement shall be deleted in its entirety and revised to read as attached. | |
| 2.0 | Amendment |
| Exhibit C to the AGREEMENT shall be deleted in its entirety and revised to read as attached. |
| 3.0 | Miscellaneous |
The terms of the AGREEMENT not specifically modified by this First Amendment shall continue in effect, and all references to the AGREEMENT hereafter shall refer to the AGREEMENT as amended by this First Amendment.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST.
REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
| 4.0 | Execution by the Parties |
IN WITNESS WHEREOF, the Parties have caused this First Amendment to be executed effective as of the First Amendment Effective Date set forth above. This First Amendment may be executed in one or more counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument. For purposes hereof, a facsimile signature on this First Amendment will be deemed to be an original.
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LIFE TECHNOLOGIES COPORATION |
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OXFORD IMMUNOTEC LIMITED |
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By: /s/ Rolando Brawer |
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By: /s/ Peter Edwardson |
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| Name/Title: Rolando Brawer |
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Name/Title: Peter Edwardson |
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| Director, Business Development | COO | |||
| Date: March 31, 2014 | Date: 1 st April 2014 |
Approved as to legal form,
/s/ Allegra J. Helfenstein 27 Mar 2014
Authorized Signatory
Allegra J. Helfenstein
Life Technologies Corporation
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST.
REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
Exhibit B: LTC PRODUCTS ( as amended in accordance with the First Amendment)
LTC PRODUCTS that are available to be supplied under this AGREEMENT, for use as set forth in Article 3 (scope of agreement), are identified in the following table:
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LTC PRODUCT (name) |
Commercial Use Product No. |
UNIT Size |
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AIM V® Medium |
A18398DJ |
500 mL |
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AIM V® Medium |
A18398SA |
50 mL |
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST.
REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
Exhibit C: Pricing of LTC PRODUCTS 1 ( as amended in accordance with the First Amendment)
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LTC PRODUCT |
2014 Purchase Price to OI |
Minimum Shipment/Minimum Order (UNITS per shipment/order) 2 |
Standard Price Change |
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AIM V® 500 mL package in Gibco Boxy Bottle |
[***] |
[***] |
[***] 3 |
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AIM V® 50 mL Custom Pkg. |
[***] |
[***] |
[***] 3 |
1 Subject to the provision of paragraph 4.1 (source of supply) and Article 7 (pricing)
2 As set forth in paragraph 4.3 (required minimums) of this AGREEMENT
3 Effective from 1 st January in each YEAR, first commencing 1 st January 2014
Minimum Annual Purchase (instead of inclusion in table format above)
Beginning in 2013, OI shall purchase from the respective AUTHORIZED LTC AFFILIATE, a Minimum Annual Purchase of LTC PRODUCTS as set forth in the table at the end of this paragraph.
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YEAR |
Minimum Annual Purchase |
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2013 |
[***] |
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2014 |
[***] |
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2015 and each subsequent YEAR that this AGREEMENT is in effect, including any YEAR during the renewal period |
[***] |
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