Item 1.01 Entry into a Material Definitive Agreement
On December 31, 2021, Cumberland Pharmaceuticals Inc. (the "Company" or
"Cumberland") signed and entered into a definitive agreement (the "Agreement")
to acquire the U.S. rights to SANCUSO® (the "Product") from Kyowa Kirin, Inc.
("Kyowa Kirin" or "Sellers"). Cumberland Pharmaceuticals Inc. is a specialty
pharmaceutical company focused on the delivery of high-quality, prescription
brands designed to improve patient care. Kyowa Kirin, Inc. is a global specialty
pharmaceutical company that strives to create and deliver novel medicines with
life-changing value.
SANCUSO® is the first and only FDA-approved prescription patch for the
prevention of nausea and vomiting in patients receiving certain types of
chemotherapy treatment. The active drug in SANCUSO®, granisetron, slowly
dissolves in the thin layer of adhesive that sticks to the patient's skin and is
released into their bloodstream over several days, working continuously to
prevent chemotherapy-induced nausea and vomiting (CINV).
Under the terms of the Agreement, Cumberland acquired the U.S. rights to
SANCUSO® and assumed full commercial responsibility for the product - including
its marketing, promotion, distribution, manufacturing and medical support
activities. Net sales of the brand in the U.S. were over $14 million in 2020.
The financial terms of the acquisition included a $13.5 million payment to Kyowa
Kirin upon closing, up to $3.5 million in milestones and tiered royalties
ranging from 10% to 5% on U.S. net product sales for ten years. Kyowa Kirin will
retain international rights, continuing to deliver the product to address
oncology patients' needs throughout the rest of the world.
The Agreement contains customary representations, warranties and covenants, as
well as indemnification provisions.
The foregoing summary of the Agreement does not purport to be complete and is
subject to, and qualified in its entirety by, the complete text of the
Agreement, dated as of December 31, 2021, which is filed herewith as Exhibit 2.1
and incorporated herein by reference.


Item 2.01 Completion of Acquisition or Disposition of Assets
On January 3, 2022, Cumberland completed the purchase (the "Transaction") from
Kyowa Kirin pursuant to which the Company acquired the U.S. rights from Sellers
assets related to the marketing, promotion, distribution, manufacturing and
medical support for SANCUSO® as it relates to the Agreement signed by Cumberland
and the Sellers dated December 31, 2021.
Upon closing the Transaction, Cumberland paid an initial payment of $13.5
million to Sellers. Cumberland used funds from its Revolving Credit Loan with
Pinnacle Bank to fund the initial payment. The remainder of the purchase price
will be paid to Sellers through milestone payments up to $3.5 million and tiered
royalties up to 10% on future U.S. net sales of the Product.
The information set forth under Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference insofar as it relates to the Transaction.


Item 7.01 Regulation FD Disclosure
On January 4, 2022, Cumberland issued a press release announcing the Agreement
to acquire the U.S. rights to SANCUSO® from Kyowa Kirin. A copy of the press
release is furnished and attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated by reference in the Item 7.01.
The information furnished pursuant to Item 7.01 of this Current Report on Form
8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liability of that section, nor shall it be incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
any such future filing that such information is to be considered "filed" or
incorporated by reference therein.


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Item 9.01 Financial Statements and Exhibits
(a)  Financial Statements of Business Acquired
Any financial statements to be filed in response to this Item 9.01(a) with
respect to the transactions described in Item 2.01 will be filed by amendment to
this Current Report on Form 8-K not later than 71 calendar days after the date
on which this Current Report on Form 8-K must be filed.

(b)  Pro Forma Financial Information
Any pro forma financial information to be filed in response to this Item 9.01(b)
with respect to the transactions described in Item 2.01 will be filed by
amendment to this Current Report on Form 8-K not later than 71 calendar days
after the date on which this Current Report on Form 8-K must be filed.

(d) Exhibits

Exhibit No.                                Description

  99.1                                     Press release dated January 4, 2022
  2.1*                                     Asset Purchase Agreement, dated

December 31, 2021, by and among

Cumberland Pharmaceuticals Inc. and Kyowa Kirin, Inc., +*




*   Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A
copy of any omitted schedule will be furnished supplementally to the U.S.
Securities and Exchange Commission upon request, provided, however, that the
parties may request confidential treatment pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as amended for any document so furnished.

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