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Post by daduke38 on Oct 21, 2014 12:55:35 GMT -5
Here it is with the Afrezza: Toujeo® and Afrezza® en.sanofi.com/investors/events/corporate/2014/2014-11-20_IR_Seminar_NMD.aspxLooking forward to November 20, 2014. _Maybe my buyout fixation has some merit. Dang, I wish I could remember where I read it, but it was from SNY and had the trademark symbol next to "A' and Toujou. It seemed weird to me that the trademark wasn't credited to MNKD. Great research KC! Could it really be a buyout??? It certainly would explain all the silence. WOW! Dang, you are good! LOL
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Post by cybergym66 on Oct 21, 2014 13:31:35 GMT -5
But the loan notes does not mention the granting of all trademark and registration rights to Technosphere. I would have assumed that it did for Afrezza but these see to be more detailed than a security agreement. I am not an attorney and have no real experience with Trademark and Registration rights. Pehaps there is somebody on the board who does have the background. That is way too much collateral for $175M. JMO I do think we need more information as to the reasoning for this move before we get all spun up thinking a BO is going to happen. MNKD & SNY partnered on Afrezza only (as far as we've been told). What are the reasons/advantages of turning over the trademarks? If we see patents being transferred, then OK, something is really up.
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Post by mdcenter61 on Oct 21, 2014 13:34:26 GMT -5
As much as I would LOVE a BO, all of the language and the date of assignment (coincides with closing date of partnership/loan agreement with Sanofi) just points simply to an assignment for security agreement purposes on the $175mm credit facility. I don't know why they had to throw Technosphere in there as well but, like all banks/bankers, they want as much collateral as possible not knowing the ultimate marketability and acceptance of Afrezza. It still all boils down to sales in this next year.
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Post by kc on Oct 21, 2014 13:55:13 GMT -5
Perhaps the security agreements is a neat and clean way of tying everything up until the deal is done. They have to make sure they have all the trademarks and patents and registrations controlled. You don't want to buy something that you haven't proven title belongs to you. That is why when buying real estate your have to do the title work and policy. This is very simular to that. Plus it goes to the tax treatment of Good will if and when a deal does occur. You have have proof all all assets and rights.
Most of this is cloaked until certain pieces get leaked out in the press or web from public filing like the one that started this thread. Until the two parties address it none of us really know what is going on between the two companies. At this time its complete SPECULATION on my part or anyone elses part.
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Post by mnholdem on Oct 21, 2014 14:17:35 GMT -5
Mann, I hate to rain on this parade...
From the last 8-K"
"Item 1.01 Entry into a Material Definitive Agreement.
On September 23, 2014, MannKind Corporation (the “Company”) entered into a Senior Secured Revolving Promissory Note (the “Note”) and a Guaranty and Security Agreement (the “Security Agreement”) with Aventisub LLC, a Delaware limited liability company (the “noteholder”), an affiliate of Sanofi-Aventis Deutschland GmbH (“Sanofi”), to provide the Company with a secured loan facility of up to $175.0 million (the “Loan Facility”) to fund the Company’s share of net losses under the previously announced license and collaboration agreement with Sanofi dated August 11, 2014 (the “License Agreement”).
The obligations of the Company under the Loan Facility are guaranteed by the Company’s wholly-owned subsidiary, MannKind LLC, and are secured by a first priority security interest in certain insulin inventory located in the United States and any contractual rights and obligations pursuant to which the Company purchases or has purchased such insulin, and a second priority security interest in the Company’s assets that secure the Company’s obligations under the July 1, 2013 facility agreement with Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. In addition, the Company has agreed to grant to the noteholder, as additional security for the obligations under the Loan Facility, a first priority mortgage on the Company’s facility in Valencia, California, by December 22, 2014.
Advances under the Loan Facility will bear interest at a rate of 8.5% per annum and will be payable in-kind and compounded quarterly and added to the outstanding principal balance under the Loan Facility. The Company is required to make mandatory prepayments on the outstanding loans under the Loan Facility from its share of any Profits (as defined in the License Agreement) under the License Agreement within 30 days of receipt of its share of any such Profits.
The outstanding principal of all loans under the Loan Facility, if not prepaid, will become due and payable on September 23, 2024 unless accelerated pursuant to the terms of the Loan Facility. Additionally, if the Company sells its Valencia facility, the Company is required to prepay the loans under the Loan Facility in an amount equal to 100% of the net cash proceeds of the sale within five business days of receipt.
The Loan Facility includes customary representations, warranties and covenants by the Company, including restrictions on its ability to incur additional indebtedness, grant certain liens and make certain changes to its organizational documents. Events of default under the Loan Facility include: the Company’s failure to timely make payments due under the Loan Facility; inaccuracies in the Company’s representations and warranties to the noteholder; the Company’s failure to comply with any of its covenants under any of the Loan Facility or certain other related security agreements and documents entered into in connection with the Loan Facility, subject to a cure period with respect to most covenants; the Company’s insolvency or the occurrence of certain bankruptcy-related events; termination by Sanofi of the License Agreement as a result of the Company’s breach of the License Agreement; and the failure of any material provision under any of the Loan Facility or certain other related security agreements and documents entered into in connection with the Loan Facility to remain in full force and effect. If one or more events of default occurs and is continuing, the noteholder may terminate its obligation to make advances under the Loan Facility, and, if certain specified events of default (including the Company’s failure to timely make payments due under the Loan Facility; the Company’s failure to comply with the negative covenants under the Loan Facility limiting the Company’s ability to incur additional indebtedness or grant certain liens; the Company’s insolvency or the occurrence of certain bankruptcy-related events; termination by Sanofi of the License Agreement as a result of the Company’s breach of the non-compete provisions of the License Agreement; or the failure of any material provision under any of the Loan Facility or certain other related security agreements and documents entered into in connection with the Loan Facility to remain in full force and effect) occur and are continuing, the noteholder may accelerate all of the Company’s repayment obligations under the Loan Facility and otherwise exercise any of its remedies as a secured creditor.
The foregoing description of the Note and the Security Agreement is only a summary and is qualified in its entirety by reference to the Note and the Security Agreement, copies of which are attached as exhibits to this report."
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SECURITY AGREEMENT
A security agreement, in the law of the United States, is a contract that governs the relationship between the parties to a kind of financial transaction known as a secured transaction. In a secured transaction, the Grantor (typically a borrower but possibly a guarantor or surety) assigns, grants and pledges to the grantee (typically the lender) a security interest in personal property which is referred to as the collateral. Examples of typical collateral are shares of stock, livestock, and vehicles. A security agreement is not used to transfer any interest in real property (land/real estate), only personal property. The document used by lenders to obtain a lien on real property is a mortgage or deed of trust.
The security agreement sets out the various rights the grantee will have with respect to the collateral, which are in addition to all other rights which the lender may have by law, such as those rights contained in Article 9 of the Uniform Commercial Code which has been adopted in some form by each state in the United States. The Security Agreement also addresses issues such as permitted sales or other transactions with the collateral in the ordinary course of the grantor's business and notices that may be required to be given by the grantee to the grantor if certain actions are taken. There are many forms available for purchase from legal supply and banker supply companies, in addition to software that will produce a security agreement according to specific user input.
- - - - - - - - - - -
I hope I'm wrong, but it would appear the Trademark Security Agreement is collateral, part of the Guaranty and Security Agreement (the “Security Agreement”) with Aventisub LLC.
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Post by mannmade on Oct 21, 2014 14:30:18 GMT -5
Thank you mnholdem as I was going to review the doc later. But that is what I recall from a previous read. Also as previously stated a few times, including today, I doubt that Al and co. will sell Technosphere. More likely just Afrezza at some point as Technosphere seems to have a very bright separate future with no limits yet seen on its potential for growth...
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Post by mnholdem on Oct 21, 2014 15:03:16 GMT -5
I will say this: if you go here...
assignments.uspto.gov/assignments/assignment-tm-5063-0279.pdf
...and look at the list, you are getting a first hand look at what Sanofi really wants to protect for its own future interests. So I believe a buyout of Afrezza will eventually happen, but I'd be very surprised if it happens in November 2014. However, one great thing about holding MNKD long-term is that a person can be dead wrong and still win big.
I will also reiterate what I have posted before, that I strongly believe Alfred Mann is preparing his end game. I do think the company will be restructured and combined with several of his other private companies to form either a new entity or a subsidiary to MannKind Corporation. Right now Al is "gambling" that Afrezza will be successful. At least he believes that enough to risk putting up "all things Afrezza" as security interest. But Mann cannot possibly be so foolish as to put Technosphere (other than rights to the trademark NAME) on the plate as security for a mere $175 million revolving loan facility.
Afrezza will give credibility to the entire Technosphere technology, which I have previously titled, "the real monster in the closet". Afrezza is a gold nugget. Technosphere is the gold mine.
Good fortune.
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Post by otherottawaguy on Oct 21, 2014 15:21:47 GMT -5
Just left a message with both Matt and Roberta's voicemails at 1619h EST 21 Oct 2014. Asked for further clarification of the assignment of trademarks to Sanofi. Will see if I get a response via phone or email. Will report back if I do.
Felt as if I was talking to someone famous...
OOG
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Post by kc on Oct 21, 2014 15:47:51 GMT -5
I would leave it alone. They can't say and won't say. Let it play out until November 20th. Toujeo® and Afrezza®en.sanofi.com/investors/events/corporate/2014/2014-11-20_IR_Seminar_NMD.aspx
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Post by mnholdem on Oct 21, 2014 15:57:59 GMT -5
Mann, I hate to rain on this parade... From the last 8-K" "Item 1.01 Entry into a Material Definitive Agreement. On September 23, 2014, MannKind Corporation (the “Company”) entered into a Senior Secured Revolving Promissory Note (the “Note”) and a Guaranty and Security Agreement (the “Security Agreement”) with Aventisub LLC, a Delaware limited liability company (the “noteholder”), an affiliate of Sanofi-Aventis Deutschland GmbH (“Sanofi”), to provide the Company with a secured loan facility of up to $175.0 million (the “Loan Facility”) to fund the Company’s share of net losses under the previously announced license and collaboration agreement with Sanofi dated August 11, 2014 (the “License Agreement”). The obligations of the Company under the Loan Facility are guaranteed by the Company’s wholly-owned subsidiary, MannKind LLC, and are secured by a first priority security interest in certain insulin inventory located in the United States and any contractual rights and obligations pursuant to which the Company purchases or has purchased such insulin, and a second priority security interest in the Company’s assets that secure the Company’s obligations under the July 1, 2013 facility agreement with Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P.
Deerfield already had the trademarks as collateral until the facility agreement is Paid in Full, which it won't be until the final milestone payment years from now. From EX-99.4 of that July 1, 2013 agreement:
“Collateral” means any and all property or other assets, now existing or hereafter acquired or created, real or personal, tangible or intangible, wherever located, and whether owned by, consigned to, or held by, or under the care, custody or control of Grantors (or any of them), including:
(k) General Intangibles (including all Intellectual Property, claims, Payment Intangibles, contract rights, choses in action, and software);
Notwithstanding the foregoing, “Collateral” shall not include Excluded Property.
“Excluded Property” means, collectively, (a) omitted (b) omitted (c) any “intent to use” trademark applications for which a statement of use has not been filed (but only until such statement is filed)...
Once MannKind obtained their trademarks, they automatically became collateral for the Deerfield Agreement. The reason Deerfield was involved on the Sanofi deal was MannKind needed them to sign over the collateral Sanofi wanted. I have no way to determine what compensation, if any, was involved but I'm 99% confident that this is the way it came down, as far as Aventisub LLC being assigned these trademarks as security for the $175M "line of credit".
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Post by otherottawaguy on Oct 21, 2014 16:59:46 GMT -5
I would leave it alone. They can't say and won't say. Let it play out until November 20th. Toujeo® and Afrezza®en.sanofi.com/investors/events/corporate/2014/2014-11-20_IR_Seminar_NMD.aspx I just asked them for comment/interpretation on what are now public filings. If they can't say anything, then there might be more than the licencing of the product trade marks.
I am interested to at least get a "Can't tell you anything more" response at a min, possible more.
OOG
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Post by mnkdorbust on Oct 21, 2014 17:00:12 GMT -5
I will say this: if you go here...
assignments.uspto.gov/assignments/assignment-tm-5063-0279.pdf
...and look at the list, you are getting a first hand look at what Sanofi really wants to protect for its own future interests. So I believe a buyout of Afrezza will eventually happen, but I'd be very surprised if it happens in November 2014. However, one great thing about holding MNKD long-term is that a person can be dead wrong and still win big.
I will also reiterate what I have posted before, that I strongly believe Alfred Mann is preparing his end game. I do think the company will be restructured and combined with several of his other private companies to form either a new entity or a subsidiary to MannKind Corporation. Right now Al is "gambling" that Afrezza will be successful. At least he believes that enough to risk putting up "all things Afrezza" as security interest. But Mann cannot possibly be so foolish as to put Technosphere (other than rights to the trademark NAME) on the plate as security for a mere $175 million revolving loan facility.
Afrezza will give credibility to the entire Technosphere technology, which I have previously titled, "the real monster in the closet". Afrezza is a gold nugget. Technosphere is the gold mine.
Good fortune. Am i the only one that finds Coffee Kick and Wine Blast interesting on the Marks within the pdf?
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Post by mnholdem on Oct 21, 2014 17:40:37 GMT -5
HaHaHa... I, too, wondered what the hell those MannKind inventions really are. Perhaps (some dramatic music, please) they are code names? Could it be that Al's scientists came up with a couple of breakroom inventions while they were cooking up all these ideas? HaHaHa. On a more serious note, could these be names for color-coded Crickets?
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Post by dreamboatcruise on Oct 21, 2014 17:48:05 GMT -5
I think this is a "move along, nothing to see here" event. They are termed "Security Agreement" assignments. Obviously Sanofi spending a Billion dollars for the rights to sell Afrezza in perpetuity would put in place anything possible to make sure their ability to use the names is also solid and perpetual. They probably even need to refer to Technosphere in medical literature they will produce.
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Post by mnkdorbust on Oct 21, 2014 18:01:46 GMT -5
HaHaHa... I, too, wondered what the hell those MannKind inventions really are. Perhaps (some dramatic music, please) they are code names? Could it be that Al's scientists came up with a couple of breakroom inventions while they were cooking up all these ideas? HaHaHa. On a more serious note, could these be names for color-coded Crickets? It's hard to say. Didn't expect to see anything like it mixed in with their usual stuff. Maybe the coffee WAS for the late night in the labs and the wine IS for a victory celebration soon! In the class/goods/services column is says Coffee Kick Class 21: Inhalers sold empty for use with coffee flavored powders or cartridges containing coffee flavored powders and not for medical or therapeutic use. Class 30: Coffee flavored powders intended for consumption via inhalation;Inhalation apparatus containing coffee flavored powders not for medical or therapeutic use; Inhalers containing coffee flavored powders not for medical or therapeutic use Wine Blast Class 30: Wine flavored powders intended for consumption via inhalation; wine flavored powders contained in inhalation apparatus not for medical or therapeutic use; wine flavored powders contained in inhalers not for medical or therapeutic use.
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