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Post by boomboom on Apr 5, 2016 19:51:35 GMT -5
If Mannkind were to be approached by a buyer or any sort of financial aide, do you believe Sanofi has any say in what can or cannot happen now that the marketing rights have been handed over?
Thoughts?
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Post by kc on Apr 5, 2016 21:06:42 GMT -5
Nope! They gave up that right when the contract was terminated.
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Post by boomboom on Apr 5, 2016 23:52:52 GMT -5
What is considered the termination date. Today or back in January when it was announced?
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Post by matt on Apr 6, 2016 8:20:06 GMT -5
Sanofi only has (had) the rights explicitly recited in the original contract and, while it has been a while since I read it, I don't recall any rights of the form you describe. As to your other point, all contracts have an "effective date" which is sometimes the same as the notice date / signing date but it can also be any other date the parties may agree (past or future). Here the termination date was defined as the notice date plus 90 days so that is what it is.
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Post by mnholdem on Apr 6, 2016 9:03:09 GMT -5
If Mannkind were to be approached by a buyer or any sort of financial aide, do you believe Sanofi has any say in what can or cannot happen now that the marketing rights have been handed over? Thoughts? Sanofi does still retails rights to both Afrezza and the Danbury plant. Until the Sanofi Loan Facility is paid off, these are collateral for the loan, unless the separation agreement has forgiven all debt accumulated by MannKind. We have no way of knowing what transitional agreements have been penned, if any. |
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Post by anderson on Apr 6, 2016 10:05:21 GMT -5
If Mannkind were to be approached by a buyer or any sort of financial aide, do you believe Sanofi has any say in what can or cannot happen now that the marketing rights have been handed over? Thoughts? Sanofi does still retails rights to both Afrezza and the Danbury plant. Until the Sanofi Loan Facility is paid off, these are collateral for the loan, unless the separation agreement has forgiven all debt accumulated by MannKind. We have no way of knowing what transitional agreements have been penned, if any. Mnholdem if they go bankrupt yes the creditors get the goods, but for Afrezza they dont seem first in line, even for Danbury they are not first. They have second rights to Danbury(Deerfield has first, it secures their loan) The obligations of the Company under the Sanofi 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 Facility Agreement, as amended. In addition, the Company granted to Sanofi, as additional security for the obligations under the Sanofi Loan Facility, a first priority mortgage on the Company’s facility in Valencia, California, which has a carrying value of $17.9 million as of December 31. Is that what you are calling retail rights. Sounds like if MNKD gets liquidated they are just a first creditor for Valencia and the Pfizer insulin after that it is going to fight for a piece of what is left. Dont think MNKD secured any loan with the rights to Afrezza, so it would get sold long before bankruptcy. |
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Post by mnholdem on Apr 6, 2016 11:33:41 GMT -5
Deerfield signed over Afrezza rights but retained rights to Technosphere and other intellectual properties. The details are in one of MannKind's SEC filings. The Deerfield action (transfer of collateral) was part of the Sanofi Loan Facility Agreement.
If I had the time right now to find it, I'd post the link. Sorry...
It's irrelevant anyway, in light of the topic of this thread, because if MannKind were to sell Afrezza to another company, they would simply pay off the Sanofi loan, thereby eliminating Sanofi's lien on their property. |
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Post by prosper on Apr 6, 2016 12:38:40 GMT -5
I disagree that SNY has "rights" to the Danbury plant until loan is paid off. I believe the loan has approx 10 years to be paid off and I cannot imagine that MNKD would have locked up their plant for that long.
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Post by mike0475 on Apr 6, 2016 12:42:09 GMT -5
I disagree that SNY has "rights" to the Danbury plant until loan is paid off. I believe the loan has approx 10 years to be paid off and I cannot imagine that MNKD would have locked up their plant for that long. Could you believe mnkd did a deal with Sny in the first place? Regardless of Sny ceof change...pricing was in place from get go |
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Post by peppy on Apr 6, 2016 12:56:59 GMT -5
Sanofi does still retails rights to both Afrezza and the Danbury plant. Until the Sanofi Loan Facility is paid off, these are collateral for the loan, unless the separation agreement has forgiven all debt accumulated by MannKind. We have no way of knowing what transitional agreements have been penned, if any. Mnholdem if they go bankrupt yes the creditors get the goods, but for Afrezza they dont seem first in line, even for Danbury they are not first. They have second rights to Danbury(Deerfield has first, it secures their loan) The obligations of the Company under the Sanofi 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 Facility Agreement, as amended. In addition, the Company granted to Sanofi, as additional security for the obligations under the Sanofi Loan Facility, a first priority mortgage on the Company’s facility in Valencia, California, which has a carrying value of $17.9 million as of December 31. Is that what you are calling retail rights. Sounds like if MNKD gets liquidated they are just a first creditor for Valencia and the Pfizer insulin after that it is going to fight for a piece of what is left. Dont think MNKD secured any loan with the rights to Afrezza, so it would get sold long before bankruptcy. I think they would sell themselves first. Instead, MNKD is lining up a sales team for afrezza. What is wrong with this picture?
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Post by mnholdem on Apr 6, 2016 13:19:37 GMT -5
I disagree that SNY has "rights" to the Danbury plant until loan is paid off. I believe the loan has approx 10 years to be paid off and I cannot imagine that MNKD would have locked up their plant for that long. I was wrong on both counts (above). Sanofi does, in fact, have "a second priority security interest in the Company’s assets that secure the Company’s obligations..." while Deerfield retains first priority. Sanofi did get first priority on the company's facility, but it's the property in Valencia, CA and not the Danbury plant.
Here is the relevant statement from (the “Security Agreement”) with Aventisub LLC:
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.
Source: www.sec.gov/Archives/edgar/data/899460/000119312514355920/d795532d8k.htm
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Thanks for keeping me honest.
Holdem 
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Post by kbrion77 on Apr 6, 2016 14:23:54 GMT -5
Mnholdem if they go bankrupt yes the creditors get the goods, but for Afrezza they dont seem first in line, even for Danbury they are not first. They have second rights to Danbury(Deerfield has first, it secures their loan) The obligations of the Company under the Sanofi 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 Facility Agreement, as amended. In addition, the Company granted to Sanofi, as additional security for the obligations under the Sanofi Loan Facility, a first priority mortgage on the Company’s facility in Valencia, California, which has a carrying value of $17.9 million as of December 31. Is that what you are calling retail rights. Sounds like if MNKD gets liquidated they are just a first creditor for Valencia and the Pfizer insulin after that it is going to fight for a piece of what is left. Dont think MNKD secured any loan with the rights to Afrezza, so it would get sold long before bankruptcy. I think they would sell themselves first. Instead, MNKD is lining up a sales team for afrezza. What is wrong with this picture?
If Matt would sell off Afrezza for cash (who knows maybe MNKD is the only entity in the world that believes in Afrezza and nobody else wants it?) to the highest bidder and refocused MNKD 2.0 on licensing Techno Products and Techno Technology the Wall Street sentiment around the company would change dramatically. It sounds like MNKD is going at it alone with the hope of the greatest product turnaround in history, buckle up folks. I want Afrezza sold for cash but who knows maybe 5 years from now I will say thank god MNKD kept that product that is currently generating $1BN in annual revenue. |
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Post by stevil on Apr 6, 2016 14:32:01 GMT -5
The patent for Afrezza is only good until 2020. I don't know how much that patent protects, whether that be just the binding of insulin to FDKP, the manufacturing process, etc. There are ways to extend patents to give us more time with it, but depending on how much the patent protects, it might be possible that Afrezza will be fairly worthless in just 4 years if a competing generic becomes available. I have no idea if a generic manufacturer will sink in the money necessary to figure out FDKP, but it's a possibility.
Point is, Afrezza probably shouldn't be looked to as a long-term solution for money. I wouldn't mind selling it off at this point if it will help us develop the rest of our portfolio. It'd almost make sense to get what we can for it and move on, depending on how difficult it is to get market acceptance. Of course, no one will want it if 2 tries were made and still no uptake.
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gc
Newbie
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Post by gc on Apr 6, 2016 14:32:33 GMT -5
Mnholdem if they go bankrupt yes the creditors get the goods, but for Afrezza they dont seem first in line, even for Danbury they are not first. They have second rights to Danbury(Deerfield has first, it secures their loan) The obligations of the Company under the Sanofi 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 Facility Agreement, as amended. In addition, the Company granted to Sanofi, as additional security for the obligations under the Sanofi Loan Facility, a first priority mortgage on the Company’s facility in Valencia, California, which has a carrying value of $17.9 million as of December 31. Is that what you are calling retail rights. Sounds like if MNKD gets liquidated they are just a first creditor for Valencia and the Pfizer insulin after that it is going to fight for a piece of what is left. Dont think MNKD secured any loan with the rights to Afrezza, so it would get sold long before bankruptcy. I think they would sell themselves first. Instead, MNKD is lining up a sales team for afrezza. What is wrong with this picture?
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gc
Newbie
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Post by gc on Apr 6, 2016 14:50:31 GMT -5
I think we all realize that there is little leverage right now for value in a sale based on the current stock price and Afrezza Rx sales. In addition, MNKD must avoid a repeat of the SNY deal where Affrezza gets sent out to pasture. As such, to create value, MNKD needs to demonstrate Proof of Concept for Commercialization of the product, not just the scientific or anecdotal proof. If they can successfully commercialize Affrezza in target markets (certain cities and regions) and gain a noticeable market share, a BP would pay more and be more interested at that stage. Basically, prove why and how SNY was wrong.
I believe MNKD's best (and probably only) shot at doing this now is to do this themselves and create interest as a short term (1 year?) goal while positioning themselves for a better partner and large scale commercialization.
(My first post - long and under water......)
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