MEDIWOUND LTD. | |||
Date: May 21, 2019
|
By:
|
/s/ Sharon Malka | |
Name: | Sharon Malka | ||
Title: | Chief Executive Officer | ||
· |
Total revenues for the first quarter of 2019 were $0.5 million, flat versus the first quarter of 2018.
|
· |
Announced positive top-line results in January from the pivotal Phase 3 DETECT study in NexoBrid for eschar removal of severe thermal burns.
|
· |
Entered into exclusive license and supply agreements with Vericel Corporation in May to commercialize NexoBrid in North America for an upfront payment of $17.5 million, sales royalties, and up to $132.5 million in potential milestones.
|
· |
Announced Executive Leadership changes.
|
Contacts:
Sharon Malka
Chief Executive Officer
MediWound Ltd.
ir@mediwound.com
|
Jeremy Feffer
Managing Director, LifeSci Advisors
212-915-2568
jeremy@lifesciadvisors.com
|
March 31,
|
December 31,
|
|||||||||||
2019
|
2018
|
2018
|
||||||||||
Un-audited
|
Audited
|
|||||||||||
Cash, cash equivalents and short term deposits
|
21,517
|
32,903
|
23,633
|
|||||||||
Accounts and other receivable
|
6,738
|
3,282
|
7,400
|
|||||||||
Inventories
|
1,472
|
2,020
|
1,680
|
|||||||||
Total current assets
|
29,727
|
38,205
|
32,713
|
|||||||||
Long term deposits
|
17
|
54
|
48
|
|||||||||
Property, plant and equipment, net
|
2,151
|
1,949
|
2,020
|
|||||||||
Right of use assets
|
2,418
|
-
|
-
|
|||||||||
Intangible assets, net
|
479
|
592
|
495
|
|||||||||
Total long term assets
|
5,065
|
2,595
|
2,563
|
|||||||||
Total assets
|
34,792
|
40,800
|
35,276
|
|||||||||
Current maturities of long-term liabilities
|
2,018
|
710
|
146
|
|||||||||
Trade payables and accrued expenses
|
2,996
|
3,380
|
2,715
|
|||||||||
Other payables
|
2,438
|
2,204
|
2,036
|
|||||||||
Total current liabilities
|
7,452
|
6,294
|
4,897
|
|||||||||
Deferred revenues
|
1,145
|
1,349
|
1,158
|
|||||||||
Liabilities in respect of Israeli Innovation Authority grants net of current maturities
|
7,497
|
7,577
|
7,568
|
|||||||||
Contingent consideration for the purchase of shares net of current maturities
|
5,186
|
14,208
|
6,330
|
|||||||||
Liability in respect of discontinued operation
|
6,003
|
6,003
|
6,003
|
|||||||||
Lease liability, net of current maturities
|
2,043
|
-
|
-
|
|||||||||
Severance pay liability, net
|
325
|
341
|
348
|
|||||||||
Total long term liabilities
|
22,199
|
29,478
|
21,407
|
|||||||||
Shareholders' equity
|
5,141
|
5,028
|
8,972
|
|||||||||
Total liabilities & shareholder equity
|
34,792
|
40,800
|
35,276
|
Three months ended
|
||||||||
March 31,
|
||||||||
2019
|
2018
|
|||||||
Revenues
|
461
|
520
|
||||||
Cost of revenues
|
307
|
381
|
||||||
Gross profit
|
154
|
139
|
||||||
Operating expenses:
|
||||||||
Research and development, gross
|
4,182
|
4,040
|
||||||
Participation by BARDA & IIA
|
(2,903
|
)
|
(2,847
|
)
|
||||
Research and development, net of participations
|
1,279
|
1,193
|
||||||
Selling, general and administrative
|
2,365
|
2,060
|
||||||
Other (income) expenses
|
89
|
600
|
||||||
Operating loss
|
(3,579
|
)
|
(3,714
|
)
|
||||
Financial income
|
61
|
67
|
||||||
Financial expense
|
(642
|
)
|
(904
|
)
|
||||
Loss from continuing operations
|
(4,160
|
)
|
(4,551
|
)
|
||||
Profit from discontinued operation
|
50
|
-
|
||||||
Loss for the period
|
(4,110
|
)
|
(4,551
|
)
|
||||
Foreign currency translation adjustments
|
4
|
(10
|
)
|
|||||
Total comprehensive loss
|
(4,106
|
)
|
(4,561
|
)
|
||||
Basic and diluted loss per share:
|
||||||||
Loss from continuing operations
|
(0.15
|
)
|
(0.17
|
)
|
||||
Profit from discontinued operation
|
0.00
|
0.00
|
||||||
Net loss per share
|
(0.15
|
)
|
(0.17
|
)
|
||||
Weighted average number of ordinary shares used in the computation of basic and diluted loss per share:
|
27,179
|
27,048
|
Three months ended
|
||||||||
March 31,
|
||||||||
2019
|
2018
|
|||||||
Loss for the period
|
(4,110
|
)
|
(4,551
|
)
|
||||
Adjustments:
|
||||||||
Financial (expenses) income, net
|
(581
|
)
|
(837
|
)
|
||||
Profit from discontinued operation
|
50
|
-
|
||||||
Other expenses
|
(89
|
)
|
(600
|
)
|
||||
Depreciation and amortization
|
(274
|
)
|
(135
|
)
|
||||
Share-based compensation expenses
|
(275
|
)
|
(218
|
)
|
||||
Total adjustments
|
(1,169
|
)
|
(1,790
|
)
|
||||
Adjusted EBITDA
|
(2,941
|
)
|
(2,761
|
)
|
Three months ended
|
||||||||
March 31,
|
||||||||
2019
|
2018
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net loss
|
(4,110
|
)
|
(4,551
|
)
|
||||
Adjustments to reconcile net loss to net cash used in continuing operating activities:
|
||||||||
Adjustments to profit and loss items:
|
||||||||
Profit from discontinued operation
|
(50
|
)
|
-
|
|||||
Depreciation and amortization
|
274
|
135
|
||||||
Share-based compensation
|
275
|
218
|
||||||
Revaluation of liabilities in respect of IIA grants
|
74
|
186
|
||||||
Revaluation of contingent consideration for the purchase of shares
|
241
|
543
|
||||||
Revaluation of lease liabilities
|
103
|
-
|
||||||
Increase (decrease) in severance liability, net
|
(23
|
)
|
11
|
|||||
Financing income
|
(62
|
)
|
(67
|
)
|
||||
Unrealized foreign currency (gain) loss
|
(130
|
)
|
41
|
|||||
702
|
1,067
|
|||||||
Changes in asset and liability items:
|
||||||||
Decrease in trade receivables
|
309
|
73
|
||||||
Decrease (increase) in inventories
|
208
|
(134
|
)
|
|||||
Decrease in other receivables
|
262
|
118
|
||||||
Increase in trade payables & accrued expenses
|
281
|
125
|
||||||
Increase in other payables & deferred revenues
|
452
|
171
|
||||||
1,512
|
353
|
|||||||
Net cash used in continuing operating activities
|
(1,896
|
)
|
(3,131
|
)
|
||||
Net cash provided by discontinued operating activities
|
50
|
-
|
||||||
Net cash used in operating activities
|
(1,846
|
)
|
(3,131
|
)
|
||||
Cash Flows from Investment Activities:
|
||||||||
Purchase of property and equipment
|
(239
|
)
|
(116
|
)
|
||||
Interest received
|
30
|
-
|
||||||
Proceeds from (investment in) short term bank deposits, net of investments
|
2,565
|
(22,845
|
)
|
|||||
Net cash provided by (used in) investing activities
|
2,356
|
(22,961
|
)
|
|||||
Cash Flows from Financing Activities:
|
||||||||
Repayment of lease liabilities
|
(155
|
)
|
-
|
|||||
Net proceeds from IIA grants (repayment of IIA grants, net)
|
(55
|
)
|
30
|
|||||
Net cash provided by financing activities
|
(210
|
)
|
30
|
|||||
Exchange rate differences on cash and cash equivalent balances
|
118
|
(16
|
)
|
|||||
Increase (decrease) in cash and cash equivalents from continuing activities
|
368
|
(26,078
|
)
|
|||||
Increase in cash and cash equivalents from discontinued activities
|
50
|
-
|
||||||
Balance of cash and cash equivalents at the beginning of the period
|
6,716
|
36,069
|
||||||
Balance of cash and cash equivalents at the end of the period
|
7,134
|
9,991
|
Page
|
|
2
|
|
3
|
|
4 - 5
|
|
6 – 7
|
|
8 - 12
|
March 31,
|
December 31,
|
|||||||||||
2019
|
2018
|
2018
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
CURRENT ASSETS:
|
||||||||||||
Cash and cash equivalents
|
7,134
|
9,991
|
6,716
|
|||||||||
Restricted deposits
|
172
|
-
|
89
|
|||||||||
Short-term bank deposits
|
14,211
|
22,912
|
16,828
|
|||||||||
Trade receivables
|
244
|
305
|
560
|
|||||||||
Inventories
|
1,472
|
2,020
|
1,680
|
|||||||||
Other receivables
|
6,494
|
2,977
|
6,840
|
|||||||||
29,727
|
38,205
|
32,713
|
||||||||||
LONG-TERM ASSETS:
|
||||||||||||
Long term deposits
|
17
|
54
|
48
|
|||||||||
Property, plant and equipment, net
|
2,151
|
1,949
|
2,020
|
|||||||||
Right of-use assets
|
2,418
|
-
|
-
|
|||||||||
Intangible assets, net
|
479
|
592
|
495
|
|||||||||
5,065
|
2,595
|
2,563
|
||||||||||
34,792
|
40,800
|
35,276
|
||||||||||
CURRENT LIABILITIES:
|
||||||||||||
Current maturities of long-term liabilities
|
2,018
|
710
|
146
|
|||||||||
Trade payables and accrued expenses
|
2,996
|
3,380
|
2,715
|
|||||||||
Other payables
|
2,438
|
2,204
|
2,036
|
|||||||||
7,452
|
6,294
|
4,897
|
||||||||||
LONG‑TERM LIABILITIES:
|
||||||||||||
Deferred revenues
|
1,145
|
1,349
|
1,158
|
|||||||||
Liabilities in respect of IIA grants
|
7,497
|
7,577
|
7,568
|
|||||||||
Contingent consideration for the purchase of shares
|
5,186
|
14,208
|
6,330
|
|||||||||
Liability in respect of discontinued operation
|
6,003
|
6,003
|
6,003
|
|||||||||
Lease liabilities
|
2,043
|
-
|
-
|
|||||||||
Severance pay liability, net
|
325
|
341
|
348
|
|||||||||
22,199
|
29,478
|
21,407
|
||||||||||
SHAREHOLDERS' EQUITY:
|
||||||||||||
Ordinary shares of NIS 0.01 par value:
|
||||||||||||
Authorized: 37,244,508 shares as of March 31, 2019 ,December 31, 2018 and 32,244,508 shares as of March 31, 2018; Issued and Outstanding: 27,178,839 as of March 31, 2019 and December 31, 2018 and 27,047,737 as of March 31, 2018
|
75
|
75
|
75
|
|||||||||
Share premium
|
139,912
|
139,210
|
139,637
|
|||||||||
Foreign currency translation adjustments
|
(21
|
)
|
(48
|
)
|
(25
|
)
|
||||||
Accumulated deficit
|
(134,825
|
)
|
(134,209
|
)
|
(130,715
|
)
|
||||||
5,141
|
5,028
|
8,972
|
||||||||||
34,792
|
40,800
|
35,276
|
Three months ended
March 31,
|
Year ended
December 31,
|
|||||||||||
2019
|
2018
|
2018
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
Revenues
|
461
|
520
|
3,401
|
|||||||||
Cost of revenues
|
307
|
381
|
2,088
|
|||||||||
Gross profit
|
154
|
139
|
1,313
|
|||||||||
Operating expenses:
|
||||||||||||
Research and development, gross
|
4,182
|
4,040
|
17,915
|
|||||||||
Participations by BARDA and IIA
|
(2,903
|
)
|
(2,847
|
)
|
(13,843
|
)
|
||||||
Research and development, net of participations
|
1,279
|
1,193
|
4,072
|
|||||||||
Selling and marketing
|
1,033
|
1,071
|
4,188
|
|||||||||
General and administrative
|
1,332
|
989
|
3,799
|
|||||||||
Other income from settlement agreement
|
-
|
-
|
(7,537
|
)
|
||||||||
Other expenses
|
89
|
600
|
751
|
|||||||||
Total operating expenses
|
3,733
|
3,853
|
5,273
|
|||||||||
Operating loss
|
(3,579
|
)
|
(3,714
|
)
|
(3,960
|
)
|
||||||
Financial income
|
61
|
67
|
412
|
|||||||||
Financial expense
|
(642
|
)
|
(904
|
)
|
(2,117
|
)
|
||||||
Loss from continuing operation
|
(4,160
|
)
|
(4,551
|
)
|
(5,665
|
)
|
||||||
Profit from discontinued operation
|
50
|
-
|
4,608
|
|||||||||
Net loss
|
(4,110
|
)
|
(4,551
|
)
|
(1,057
|
)
|
||||||
Other comprehensive loss:
|
||||||||||||
Items to be reclassified to profit or loss in subsequent periods:
|
||||||||||||
Foreign currency translation adjustments
|
4
|
(10
|
)
|
13
|
||||||||
Total comprehensive loss
|
(4,106
|
)
|
(4,561
|
)
|
(1,044
|
)
|
||||||
Basic and diluted loss per share:
|
||||||||||||
Basic and diluted net loss per share from continuing operations
|
(0.15
|
)
|
(0.17
|
)
|
(0.21
|
)
|
||||||
Basic and diluted net profit per share from discontinued operations
|
*
|
)
|
-
|
0.17
|
||||||||
Total Basic and diluted net loss per share
|
(0.15
|
)
|
(0.17
|
)
|
(0.04
|
)
|
||||||
Weighted average number of ordinary shares used in the computation of basic and diluted loss per share (in thousands):
|
27,179
|
27,048
|
27,114
|
Share capital
|
Share premium
|
Foreign currency translation reserve
|
Accumulated
deficit
|
Total
equity
|
||||||||||||||||
Balance as of December 31, 2018
|
75
|
139,637
|
(25
|
)
|
(130,715
|
)
|
8,972
|
|||||||||||||
Loss for the period
|
-
|
-
|
-
|
(4,110
|
)
|
(4,110
|
)
|
|||||||||||||
Other comprehensive loss
|
-
|
-
|
4
|
-
|
4
|
|||||||||||||||
Total comprehensive loss
|
-
|
-
|
4
|
(4,110
|
)
|
(4,106
|
)
|
|||||||||||||
Share-based compensation
|
-
|
275
|
-
|
-
|
275
|
|||||||||||||||
Balance as of March 31, 2019
|
75
|
139,912
|
(21
|
)
|
(134,825
|
)
|
5,141
|
Share capital
|
Share premium
|
Foreign currency translation reserve
|
Accumulated
deficit
|
Total
equity
|
||||||||||||||||
Balance as of December 31, 2017
|
75
|
138,992
|
(38
|
)
|
(129,409
|
)
|
9,620
|
|||||||||||||
Accumulated effect of adopting IFRS 15
|
-
|
-
|
-
|
(249
|
)
|
(249
|
)
|
|||||||||||||
Balance as of January 1, 2018
|
75
|
138,992
|
(38
|
)
|
(129,658
|
)
|
9,371
|
|||||||||||||
Loss for the period
|
-
|
-
|
-
|
(4,551
|
)
|
(4,551
|
)
|
|||||||||||||
Other comprehensive loss
|
-
|
-
|
(10
|
)
|
-
|
(10
|
)
|
|||||||||||||
Total comprehensive loss
|
-
|
-
|
(10
|
)
|
(4,551
|
)
|
(4,561
|
)
|
||||||||||||
Share-based compensation
|
-
|
218
|
-
|
-
|
218
|
|||||||||||||||
Balance as of March 31, 2018
|
75
|
139,210
|
(48
|
)
|
(134,209
|
)
|
5,028
|
Share capital
|
Share premium
|
Foreign currency translation reserve
|
Accumulated
deficit
|
Total
equity
|
||||||||||||||||
Balance as of December 31, 2017
|
75
|
138,992
|
(38
|
)
|
(129,409
|
)
|
9,620
|
|||||||||||||
Accumulated effect of adopting IFRS 15
|
-
|
-
|
-
|
(249
|
)
|
(249
|
)
|
|||||||||||||
Balance as of January 1, 2018
|
75
|
138,992
|
(38
|
)
|
(129,658
|
)
|
9,371
|
|||||||||||||
Loss for the period
|
-
|
-
|
-
|
(1,057
|
)
|
(1,057
|
)
|
|||||||||||||
Other comprehensive income
|
-
|
-
|
13
|
-
|
13
|
|||||||||||||||
Total comprehensive (loss) income
|
-
|
-
|
13
|
(1,057
|
)
|
(1,044
|
)
|
|||||||||||||
Exercise of options
|
*
|
)
|
-
|
-
|
-
|
*
|
)
|
|||||||||||||
)Share-based compensation
|
-
|
645
|
-
|
-
|
645
|
|||||||||||||||
Balance as of December 31, 2018
|
75
|
139,637
|
(25
|
)
|
(130,715
|
)
|
8,972
|
Three months ended
March 31,
|
Year ended
December 31,
|
|||||||||||
2019
|
2018
|
2018
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
Cash Flows from Operating Activities:
|
||||||||||||
Net loss
|
(4,110
|
)
|
(4,551
|
)
|
(1,057
|
)
|
||||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Adjustments to profit and loss items:
|
||||||||||||
Profit from discontinued operation
|
(50
|
)
|
-
|
(4,608
|
)
|
|||||||
Depreciation and amortization
|
274
|
135
|
577
|
|||||||||
Share-based compensation
|
275
|
218
|
645
|
|||||||||
Revaluation of liabilities in respect of IIA grants
|
74
|
186
|
287
|
|||||||||
Revaluation of contingent consideration for the purchase of shares
|
241
|
543
|
758
|
|||||||||
Other income from settlement agreement
|
-
|
-
|
(7,537
|
)
|
||||||||
Revaluation of lease liabilities
|
103
|
-
|
-
|
|||||||||
Increase (decrease) in severance pay liability, net
|
(23
|
)
|
11
|
19
|
||||||||
Net financing income
|
(62
|
)
|
(67
|
)
|
(412
|
)
|
||||||
Un-realized foreign currency (gain) loss
|
(130
|
)
|
41
|
182
|
||||||||
702
|
1,067
|
(10,089
|
)
|
|||||||||
Changes in asset and liability items:
|
||||||||||||
Decrease (increase) in trade receivables
|
309
|
73
|
(211
|
)
|
||||||||
Decrease (increase) in inventories
|
208
|
(134
|
)
|
206
|
||||||||
Decrease (increase) in other receivables
|
262
|
118
|
(306
|
)
|
||||||||
Increase (decrease) in trade payables and accrued expenses
|
281
|
125
|
(536
|
)
|
||||||||
Increase (decrease) in other payables and deferred revenues
|
452
|
171
|
(161
|
)
|
||||||||
1,512
|
353
|
(1,008
|
)
|
|||||||||
Net cash used in continuing operating activities
|
(1,896
|
)
|
(3,131
|
)
|
(12,154
|
)
|
||||||
Net cash provided by discontinued operating activities
|
50
|
-
|
-
|
|||||||||
Net cash used in operating activities
|
(1,846
|
)
|
(3,131
|
)
|
(12,154
|
)
|
Three months ended
March 31,
|
Year ended
December 31,
|
|||||||||||
2019
|
2018
|
2018
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
Cash Flows from Investing Activities:
|
||||||||||||
Purchase of property and equipment
|
(239
|
)
|
(116
|
)
|
(522
|
)
|
||||||
Purchase of intangible assets
|
-
|
-
|
(12
|
)
|
||||||||
Interest received
|
30
|
-
|
106
|
|||||||||
Proceeds from (investment in) short term bank deposits, net
|
2,565
|
(22,845
|
)
|
(16,612
|
)
|
|||||||
Net cash provided by (used in) investing activities
|
2,356
|
(22,961
|
)
|
(17,040
|
)
|
|||||||
Cash Flows from Financing Activities:
|
||||||||||||
Repayment of leases liabilities
|
(155
|
)
|
-
|
-
|
||||||||
Proceeds from exercise of options
|
-
|
-
|
*
|
)
|
||||||||
Net proceeds of IIA grant (repayment of IIA grants)
|
(55
|
)
|
30
|
46
|
||||||||
Net cash (used in) provided by financing activities
|
(210
|
)
|
30
|
46
|
||||||||
Exchange rate differences on cash and cash equivalent balances
|
118
|
(16
|
)
|
(205
|
)
|
|||||||
Cash and cash equivalents:
|
||||||||||||
Increase (decrease) in cash and cash equivalents from continuing activities
|
368
|
(26,078
|
)
|
(29,353
|
)
|
|||||||
Increase in cash and cash equivalents from discontinued activities
|
50
|
-
|
-
|
|||||||||
Balance of cash and cash equivalents at the beginning of the period
|
6,716
|
36,069
|
36,069
|
|||||||||
Balance of cash and cash equivalents at the end of the period
|
7,134
|
9,991
|
6,716
|
NOTE 1: |
GENERAL
|
a. |
General description of the Company and its operations:
MediWound Ltd. (the "Company" or "MediWound"), is a fully integrated biopharmaceutical company focused on developing, manufacturing and commercializing novel products to address unmet needs in the fields of severe burns, chronic and other hard to heal wounds, connective tissue disorders and other indications.
The Company's innovative biopharmaceutical product, NexoBrid, received marketing authorization from the European Medicines Agency ("EMA") as well as the Israeli, Argentinean, South-Korean and Russian Ministries of Health, for removal of dead or damaged tissue, known as eschar, in adults with deep partial and full thickness thermal burns. The Company sells NexoBrid in Europe and in Israel through its commercial organizations and in other territories through local distributers.
The Company second investigational innovative product, EscharEx, is a topical biological drug being developed for debridement of chronic and other hard-to-heal wounds.
The Company's securities are listed for trading on NASDAQ since March 2014.
|
b. |
The Company has two wholly owned subsidiaries: MediWound Germany GmbH, acting as Europe (“EU”) marketing authorization holder and EU sales and marketing arm and MediWound UK Limited, an inactive company. In addition, the Company owns approximately 8% of PolyHeal Ltd., a private life sciences company ("PolyHeal").
|
c. |
The Company has a contract with the U.S. Biomedical Advanced Research and Development Authority ("BARDA"), which was modified in July 2017, for the advancement of the development and manufacturing, as well as the procurement of NexoBrid, as a medical countermeasure as part of BARDA preparedness for mass casualty events. The modified contract includes $56,000 of funding to support development activities to complete the U.S. Food and Drug Administration (FDA) approval process for NexoBrid for use in thermal burn injuries, as well as $16,475 for procurement of NexoBrid, which is contingent upon FDA Emergency Use Authorization (EUA) and/or FDA marketing authorization for NexoBrid. In addition, the contract includes options for further funding of up to $10,000 for expanding NexoBrid’s indications and of up to $50,000 for additional procurement of NexoBrid.
|
NOTE 2: |
SIGNIFICANT ACCOUNTING POLICIES
|
a. |
Basis of presentation of financial statements:
|
b. |
Basis of preparation of the interim consolidated financial statements:
|
c. |
Changes in significant accounting policies:
|
d. |
Reclassification:
Certain amounts previously reported in the consolidated financial statements have been reclassified to conform to current year presentation. Such reclassifications did not affect net loss, shareholders’ equity or cash flows. |
a. |
On September 15, 2014, a Statement of Claim was filed against the Company by some shareholders of Polyheal (the "Plaintiffs"). The Plaintiffs allege that the Company is obligated to pay them a total amount of $1,475 in exchange for their respective portion of PolyHeal's shares, following the commencement of a feasibility study for the next generation of the PolyHeal Product in November 15, 2012, which constituted a milestone under a buyout option agreement between the Company, PolyHeal and its shareholders.
On March 24, 2019, the Company entered into a settlement agreement and mutual general release with the Plaintiffs (the "Polyheal Settlement Agreement"), which settles any and all debts, obligations or liabilities that the Plaintiffs and MediWound had, has or may have to the other party in connection with the agreements among MediWound, Teva, PolyHeal, the Plaintiffs and other shareholders of PolyHeal.
Pursuant to the terms of Polyheal Settlement Agreement, the Plaintiffs repaid to MediWound a portion of the amount that was ruled in their favor under the Tel Aviv District Court Ruling, and it resulted in the acceptance of the Company’s appeal that was filed on December, 2017, and the cancellation of the 2017 Ruling that was issued by the District Court against MediWound.
|
b. |
Beginning in 2007, the Company entered into a number of agreements with Teva Pharmaceutical Industries Limited (“Teva”) related to collaboration in the development, manufacturing and commercialization of solutions for the burn and chronic wound care markets. In consideration for these agreements, Teva made investments in the Company's ordinary shares and agreed to fund certain research and development expenses and manufacturing costs and perform all marketing activities for both NexoBrid, under the 2007 Teva Agreement, and the PolyHeal Product, under the 2010 PolyHeal Agreements. As of December 31, 2012, all of these agreements were terminated.
On March 24, 2019, the Company entered into a settlement agreement and mutual general release with Teva (the “Teva Settlement Agreement”), which settles any and all debts, obligations or liabilities that each party or any of its controlled affiliates had or has to the other party or any of its controlled affiliates under, in connection with or arising out of certain transactions and agreements entered into between Teva and the Company from 2007 to 2012 (collectively, the “Collaboration Agreements”), which have terminated effective as of December 31, 2012 and September 2, 2013, as applicable, and which related to the Company's product, NexoBrid, and to PolyHeal Ltd. product, PolyHeal.
During the recent years, the Company has been engaged in discussions with Teva regarding payments the Company believes Teva was obligated to make to the Company pursuant to these Collaboration Agreements.
Pursuant to the terms of the Teva Settlement Agreement, Teva has agreed to pay the Company $ 4,000 in cash, and to reduce the contingent consideration that is payable to Teva pursuant to the Company's repurchase of its shares from Teva in 2013, so that the Company will be obligated to pay Teva annual payments at a reduced rate of 15% of its recognized revenues from the sale or license of NexoBrid after January 1, 2019, up to a reduced aggregate amount of $10,200. As a result of Teva Settlement Agreement, a one-time net income from settlement agreement of $7,537 was recorded as other income and a one-time income of $4,608 was recorded within the profit from discontinued operation in the fourth quarter and the year ending December 31, 2018.
In addition, the Company also agreed to indemnify, defend and hold harmless Teva and its directors, officers, agents and employees from and against claims relating to a certain milestone related to PolyHeal under an agreement associated with the Collaboration Agreements, up to an amount of $10,200, if a notice of such claim has been received by the Company prior to December 31, 2023.
|