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Post by figglebird on Sept 18, 2018 5:04:23 GMT -5
would be most welcome in the event we begin liscensing ts for any candidates/drugs deep pulmonary dry powder needs etc - irrispective of the view certain authors have taken regarding mnkd having to settle for these parameters, due to negotiating from a position of weakness, this initial comp would be most welcome for any rx earner going fwd.
I would unwillingly even take less im royalties in order to capture market share - unlike insulin, mnkds ulterior motive should be to saturate a market not yet created by giving any company looking to utalize inhalation incentive to outsource to danbury.
If/when we become the microsoft windows of dry powder inhalation - we will have won the game of life.
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Post by tomtabb on Sept 18, 2018 11:28:53 GMT -5
What I don't like about the deal is that the royalties are based on the net revenues. UTHR controls everything, even manufacturing at some point. MNKD is entirely dependent on UTHR's accountants for how the net revenues are determined which, to my mind at least, puts MNKD at a disadvantage. Just reading MNKD's own filings shows that net revenues can fluctuate a lot. Then again, do companies ever do deals where gross revenues are used to determine royalties?
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Post by figglebird on Sept 18, 2018 12:36:36 GMT -5
So I often look at nektar for things like that and based on two contracts I see it's net sales - gross does happen with respect to liscensing IP but not when there is upfront money from my experience.
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Post by mnholdem on Sept 18, 2018 15:31:54 GMT -5
I think the Agreement has UTC paying for all marketing expenses so net revenue should simply be subtracting purchasing expenses from gross revenue. I’m not certain whether rebates fall under marketing or are also a part of the net revenue equation.
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Post by tomtabb on Sept 18, 2018 16:32:02 GMT -5
I think the Agreement has UTC paying for all marketing expenses so net revenue should simply be subtracting purchasing expenses from gross revenue. I’m not certain whether rebates fall under marketing or are also a part of the net revenue equation. The filing says that UTHR "will be responsible for global development, regulatory and commercial activities with respect to the Product. MannKind will manufacture clinical supplies and initial commercial supplies of the Product, and long-term commercial supplies will be manufactured by United Therapeutics." I'm presuming that they would calculate net revenues the same way MNKD does for afrezza: gross revenues - wholesaler distribution fees and prompt pay discounts - patient discount and co-pay assistance programs - rebates and chargebacks - product returns. What most bothers me most though is that once UTHR assumes full responsibility for manufacture, distribution, etc, it appears all will be in the hands of UTHR accountants and managers. Based on the filing, there won't be any way for MNKD to monitor what's going on to insure they're being treated fairly. Based on what I've been reading about UTHR, they put a lot of effort in looking out for "number one." Maybe there's more in the actual contract; I think I read that would be available with the next 10-Q.
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Post by figglebird on Sept 18, 2018 17:04:45 GMT -5
lets take one step at a time - the language to me however does seem standard and is implicitly governed by good faith which was the reason frankly we are still not only in business but trending upward thanks to sanofi's miss handling of both the purchase agreement and the general comtract - also unless the company is taking some kind of turn where we become the inhalant arm of United Therapeutics displacing there subsidiary the breadth of our future is not going to live and die with technosphere tyvaso
The goal is to integrate technosphere through as many and Partnerships as possible - my original point was that I am far less concerned with the language but I am happy and hopeful that this is a standard template irrespective of other points of view that seem assured MannKind was ripped off - had they demonstrated disbelief true any comparable rather than simple opinion perhaps it would have educated...
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Post by tomtabb on Sept 18, 2018 17:14:12 GMT -5
lets take one step at a time - the language to me however does seem standard and is implicitly governed by good faith which was the reason frankly we are still not only in business but trending upward thanks to sanofi's miss handling of both the purchase agreement and the general comtract - also unless the company is taking some kind of turn where we become the inhalant arm of United Therapeutics displacing there subsidiary the breadth of our future is not going to live and die with technosphere tyvaso The goal is to integrate technosphere through as many and Partnerships as possible - my original point was that I am far less concerned with the language but I am happy and hopeful that this is a standard template irrespective of other points of view that seem assured MannKind was ripped off - had they demonstrated disbelief true any comparable rather than simple opinion perhaps it would have educated... Yes, but we've already seen how the Sanofi partnership came close to practically destroying the company. It would be nice to learn from mistakes and adjust agreements accordingly. And the Sanofi contract -- www.sec.gov/Archives/edgar/data/899460/000119312514406347/d783199dex101.htm -- mentions "good faith" nineteen times and you see where that got MNKD.
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Post by brotherm1 on Sept 18, 2018 17:32:46 GMT -5
blah blah blah.... give it a break. It’s an elementay part of contracts to provide accurate records and allow for independent audits.
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Post by sayhey24 on Sept 18, 2018 18:17:24 GMT -5
Tomtabb - I see this as the first deal of many with different pharmas. In this case UT threw MNKD a lifeline which few expected at a time when options for raising cash were slim. Maybe they can get ideal working in the next deal or two but this deal was the best news for MNKD since afrezza approval.
I have been a little surprised there is some hope by some that the FTC will not approve the deal citing Hart-Scott-Rodino Antitrust Improvements Act. I don't know if you are part of that camp but here we have a company that was near bankruptcy and another with a market cap of $9B. I would say we have a done deal in 3 weeks.
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Post by boca1girl on Sept 18, 2018 18:37:42 GMT -5
This verbage is in the contract (lesson learned from Sanofi):
MannKind may terminate the License Agreement upon a change of control of United Therapeutics if such change of control is reasonably anticipated to result in a material reduction in net sales of Products or access to manufacturing information by a party with very competitive products or pipelines to MannKind’s products.
I bet that there are other metrics in the contract that if not met, would allow MNKD out of the agreement.
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Post by gamblerjag on Sept 18, 2018 18:43:26 GMT -5
Good catch.. mnkd is no longer a crawling infant.. they are beginning to walk.. can't wait to see them when their a rebellious teen!!
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Post by lennymnkd on Sept 18, 2018 19:38:14 GMT -5
Tomtabb - I see this as the first deal of many with different pharmas. In this case UT threw MNKD a lifeline which few expected at a time when options for raising cash were slim. Maybe they can get ideal working in the next deal or two but this deal was the best news for MNKD since afrezza approval. I have been a little surprised there is some hope by some that the FTC will not approve the deal citing Hart-Scott-Rodino Antitrust Improvements Act. I don't know if you are part of that camp but here we have a company that was near bankruptcy and another with a market cap of $9B. I would say we have a done deal in 3 weeks. Are we that good that there are antitrust concerns 😀👍
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Post by mnholdem on Sept 18, 2018 19:46:07 GMT -5
I don't think Martine would be offended by any contract language any more than I think she would ever consider screwing over the company founded by Alfred Mann. Rothblatt and Mann were cut out of the same mold, IMO.
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Post by ryster505 on Sept 19, 2018 17:53:26 GMT -5
I don't think Martine would be offended by any contract language any more than I think she would ever consider screwing over the company founded by Alfred Mann. Rothblatt and Mann were cut out of the same mold, IMO. A client of mine I actually had no idea until recently is on the scientific advisory board of United. He also knew Al well, told me Martine is the most intelligent human he has ever known as well as the most compassionate and selfless. You are right mnholdem, cut from the same mold. We had a very long conversation about the old days of PAH, and how far we have come in treating this terrible disease. I believe it is a partnership made in heaven, and happened at the right time as all in life seems to do.
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Post by sayhey24 on Sept 19, 2018 18:19:27 GMT -5
I sure hope there are more white knight friends of Al out there who are going to give us more business. Then again maybe UT will keep giving us more business and we won't have capacity. I can't wait for a happiness problem like that.
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