Insider Trading Arrangements |
3 Months Ended | 6 Months Ended |
|---|---|---|
Jun. 30, 2026 |
Jun. 30, 2026 |
|
| Trading Arrangements, by Individual [Table] | ||
| Material Terms of Trading Arrangement [Text Block] |
Rule 10b5-1 Trading Arrangement
During the three months ended June 30, 2026, of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Supply Agreement
On April 22, 2026, we entered into a supply agreement (“Supply Agreement”) with TAPI NL B.V. ("TAPI"), effective as of January 1, 2026, pursuant to which, on a non-exclusive worldwide basis, TAPI agreed to supply, and we agreed to purchase, specified percentages of our commercial requirements for mitomycin for the manufacture, development, and commercialization of certain of our products.
Under the Supply Agreement, mitomycin pricing is fixed, subject to certain permitted adjustments by TAPI, and we may, under specified circumstances involving TAPI's failure to timely confirm or deliver purchase orders or repeated quality or delivery failures, source a qualified alternative mitomycin material from a third-party supplier for the affected shortfall quantities, subject to certain limitations set forth in the Supply Agreement.
The Supply Agreement has an initial term of ten years following the date of our first commercial sale of the finished product that uses mitomycin as the active ingredient, subject to automatic two-year renewals absent 12 months' prior written notice of non-renewal. Either party may terminate the Supply Agreement in the case of the other party’s insolvency in the event of an uncured material breach of the other party, or in the event a party determines in good faith, supported by an opinion of independent patent counsel, that continued supply or sale of the mitomycin or the finished product would present a significant risk of infringement of a third party's intellectual property rights and that party ceases the applicable activities. TAPI may also terminate the Supply Agreement upon a specified period of time of longer than one year’s prior written notice if TAPI and its affiliates discontinue all manufacturing of mitomycin, provided that at least a specified period of time longer than one year remains before the Supply Agreement would otherwise expire.
The foregoing description is qualified in its entirety by reference to the Supply Agreement, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q.
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| Rule 10b5-1 Arrangement Adopted [Flag] | false | |
| Rule 10b5-1 Arrangement Terminated [Flag] | false | |
| Non-Rule 10b5-1 Arrangement Terminated [Flag] | false | |
| Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |