Item 1.01 Entry into a Material Definitive Agreement.
On January 20, 2022, Metuchen Pharmaceuticals LLC ("Metuchen"), a wholly owned
subsidiary of Petros Pharmaceuticals, Inc. (the "Company"), entered into a
Technology Transfer Service Agreement with Patheon Pharmaceuticals Inc., part of
Thermo Fisher Scientific ("Patheon") (the "Agreement"), pursuant to which the
parties agreed to collaborate as strategic partners for commercial production of
the Company's Stendra® (avanafil) tablets at Patheon's facilities in Cincinnati,
Ohio. Under the Agreement, Patheon or one of its affiliates will provide certain
pharmaceutical development and technology transfer services in order to
establish and validate its ability to manufacture supply of the Company's
Stendra® product. Any commercial sale of product manufactured during the
performance of the Agreement must be subject to a subsequent commercial
manufacturing services agreement (with associated quality agreement) between the
parties before it can be offered for commercial sale.
The Agreement contains general terms governing the parties' engagement and
provides that such terms shall be replaced and superseded by the terms of an
Umbrella Development Services Agreement to be entered into by the parties at a
later date. In addition, following successful completion of validation, the
parties shall execute a commercial manufacturing services agreement for release
of commercially saleable products. The Agreement is in effect until the
completion by Patheon of the services described therein. In addition, each party
has the ability to terminate the Agreement upon the occurrence of certain
customary conditions. The Agreement contains indemnity obligations customary for
agreements of this type.
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