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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2007
AMICUS THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-33497 | 20-0422823 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 6 Cedar Brook Drive, Cranbury, NJ | 08512 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (609) 662-2000
(Former Name or Former Address, if Changed Since Last Report.)
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01 Entry Into a Material Definitive Agreement
License and Collaboration Agreement with Shire Pharmaceuticals Ireland, Ltd.
On November 7, 2007, Amicus Therapeutics, Inc. (“Amicus”) entered into a License and
Collaboration Agreement with Shire Pharmaceuticals Ireland, Ltd. (“Shire”). Under the agreement,
Amicus and Shire will jointly develop Amicus’ three lead pharmacological chaperone compounds for
lysosomal storage disorders: Amigal™, Plicera™ and AT2220. Amicus granted Shire the rights to
commercialize these products outside the United States. Amicus will retain all rights to its other
programs and to develop and commercialize Amigal®, Plicera® and AT2220 in the
United States. Amicus will be responsible for all clinical development for the products during
Phase 2. During Phase 3, both parties will share the responsibility for trial execution.
Under the agreement, Amicus will receive an initial, non-refundable license fee payment of
U.S. $50 million. Joint development costs toward global approval of the three compounds will be
shared 50/50 going forward. In addition, Amicus is eligible to receive, for all three drug product
candidates, aggregate potential milestone payments of up to U.S. $150 million if certain clinical
and regulatory milestones are achieved for all three of the programs, and U.S. $240 million in
sales-based milestones for all three of the programs. Amicus will also be eligible to receive
tiered double-digit royalties on net sales of the products which are marketed outside of the U.S.
Not including royalties and cost-sharing, the deal is valued at up to U.S. $440 million.
Severance and Change in Control Agreements with Certain Officers.
From
November 9, 2007, to November 12, 2007, Amicus entered into Severance and Change in Control Agreements (the
“Severance and Change in Control Agreements”) with the following named executive officers and other
officers:
| Named Executive Officers | Title | |||
James E. Dentzer
|
Chief Financial Officer | |||
David Lockhart, Ph.D.
|
Chief Scientific Officer | |||
Matthew R. Patterson
|
Chief Operating Officer | |||
David Palling, Ph.D.
|
Senior Vice President, Drug Development | |||
| Other Executive Officers | Title | |||
Douglas A. Branch
|
Vice President, General Counsel and Secretary | |||
Bradley L. Campbell
|
Vice President, Business Planning | |||
Gregory P. Licholai, M.D.
|
Vice President, Medical Affairs | |||
S. Nicole Schaeffer
|
Vice President, Human Resources and Leadership Development | |||
Mark Simon
|
Senior Vice President, Business Development |
Under the Severance and Change in Control Agreements, if an executive is terminated without
cause, then:
| • | Amicus will be obligated to pay that executive six months of base salary continuation following that termination; | ||
| • | if the termination occurs after June 30th of the calendar year, Amicus will be obligated to pay that executive an amount equal to any bonus paid to such executive in the previous year, prorated for the number of months actually worked in the year of termination; |
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| • | the vesting on options or restricted stock awards then held by the executive will automatically accelerate by six months; and | ||
| • | the executive will be entitled to a continuation of health benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve months from the time of termination. |
In
addition, if an executive officer is terminated other than for cause
within twelve months
following certain corporate changes or if, following those changes, the executive resigns for good
reason, then the executive has the right to receive:
| • | 12 months of base salary continuation, based upon the base salary in effect as of the date of the corporate change, after the termination or resignation; | ||
| • | if the termination occurs after June 30th of the calendar year, Amicus will be obligated to pay that executive an amount equal to any bonus paid to such executive in the previous year, prorated for the number of months actually worked in the year of termination or resignation; | ||
| • | the vesting on stock options or other equity based compensation then held by the executive will fully vest; and | ||
| • | the executive will be entitled to a continuation of health benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve months from the time of termination or resignation. |
Copies of the Severance and Change in Control Agreements are attached hereto as Exhibits 10.1
through 10.9 of this report and are incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) From
November 9, 2007, to November 12, 2007, Amicus entered into Severance and Change in Control Agreements
with David Lockhart, Ph.D., Matthew R. Patterson, James E. Dentzer and David Palling, Ph.D. The
information regarding the Severance and Change in Control Agreements with Certain Officers
in Item 1.01 of this report is incorporated by reference into this Item 5.02(e).
Item 8.01 Other Events.
On November 8, 2007, Amicus issued a press release to announce its entry into the License and
Collaboration Agreement with Shire. A copy of the press release is attached hereto as Exhibit
99.1, and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
10.1
|
Severance and Change in Control Agreement, by and between the registrant and David Lockhart, Ph.D., dated November 9, 2007. | |
10.2
|
Severance and Change in Control Agreement, by and between the registrant and James E. Dentzer, dated November 12, 2007. | |
10.3
|
Severance and Change in Control Agreement, by and between the registrant and Matthew R. Patterson, dated November 12, 2007. | |
10.4
|
Severance and Change in Control Agreement, by and between the registrant and David Palling, Ph.D., dated November 9, 2007. |
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| Exhibit | Description | |
10.5
|
Severance and Change in Control Agreement, by and between the registrant and Douglas A. Branch, dated November 12, 2007. | |
10.6
|
Severance and Change in Control Agreement, by and between the registrant and Bradley L. Campbell, dated November 12, 2007. | |
10.7
|
Severance and Change in Control Agreement, by and between the
registrant and Gregory P. Licholai, M.D., dated November 12, 2007. |
|
10.8
|
Severance and Change in Control Agreement, by and between the registrant and Mark Simon, dated November 12, 2007. | |
10.9
|
Severance and Change in Control Agreement, by and between the registrant and S. Nicole Schaeffer, dated November 9, 2007. | |
99.1
|
Press Release dated November 8, 2007, entitled “Amicus Therapeutics and Shire plc enter $440 Million ex-US Licensing Agreement to Develop and Commercialize Amigal™, Plicera™ and AT2220 outside the U.S.” |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMICUS THERAPEUTICS, INC. |
||||
| Date: November 13, 2007 | By: | /s/ DOUGLAS A. BRANCH | ||
| Name: | Douglas A. Branch | |||
| Title: | Vice President, General Counsel
and Secretary |
|||
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EXHIBIT LIST
| Exhibit | Description | |
10.1
|
Severance and Change in Control Agreement, by and between the registrant and David Lockhart, Ph.D., dated November 9, 2007. | |
10.2
|
Severance and Change in Control Agreement, by and between the registrant and James E. Dentzer, dated November 12, 2007. | |
10.3
|
Severance and Change in Control Agreement, by and between the registrant and Matthew R. Patterson, dated November 12, 2007. | |
10.4
|
Severance and Change in Control Agreement, by and between the registrant and David Palling, Ph.D., dated November 9, 2007. | |
10.5
|
Severance and Change in Control Agreement, by and between the registrant and Douglas A. Branch, dated November 12, 2007. | |
10.6
|
Severance and Change in Control Agreement, by and between the registrant and Bradley L. Campbell, dated November 12, 2007. | |
10.7
|
Severance and Change in Control Agreement, by and between the
registrant and Gregory P. Licholai, M.D., dated November 12, 2007. |
|
10.8
|
Severance and Change in Control Agreement, by and between the registrant and Mark Simon, dated November 12, 2007. | |
10.9
|
Severance and Change in Control Agreement, by and between the registrant and S. Nicole Schaeffer, dated November 9, 2007. | |
99.1
|
Press Release dated November 8, 2007, entitled “Amicus Therapeutics and Shire plc enter $440 Million ex-US Licensing Agreement to Develop and Commercialize Amigal™, Plicera™ and AT2220 outside the U.S.” |
6
Exhibit 10.1
LETTER AGREEMENT
November 9,
2007
Dr. David Lockhart
510 Torrey Point Road
Del Mar, CA 92014
510 Torrey Point Road
Del Mar, CA 92014
Re: Severance and Change in Control Agreements
Dear David:
On behalf of Amicus Therapeutics, Inc., (the “Company”), this shall serve to confirm our agreement
in the event Amicus terminates your employment without cause or in the event of a Change in
Control, Sale or Merger of the Company. By accepting the terms of this Letter Agreement, you agree
that the rights identified in this Letter Agreement contain the complete understanding between you
and the Company related to Severance and Change in Control payments. The December 19, 2005 Offer
of Employment Letter countersigned by you (“December 19, 2005 Offer Letter,” attached hereto),
shall otherwise remain in full force and effect and is hereby confirmed and ratified.
Severance Pay
In the event that your employment is terminated by the Company, except for “Cause” as
defined below, you will be eligible to receive the following:
| 1. | six (6) months salary continuation; | ||
| 2. | an additional six (6) months of option vesting; | ||
| 3. | in the event that your termination occurs after June 30th of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in the preceding year pro-rated for the number of months actually worked in the year of termination; and |
6 Cedar Brook Drive Cranbury, NJ 08512 T: 609-662-2000 F: 609-662-2001 www.amicustherapeutics.com
| 4. | you will be entitled to a continuation of your health benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12) months, which shall commence on the date of termination and run concurrently with the period of salary continuation. |
For purposes of this Agreement, “Cause” means termination for any of the following reasons: (1)
willful or deliberate misconduct by you that materially damages the Company; (2) misappropriation
of Company assets; (3) conviction of, or a plea of guilty or “no contest” to, a felony; or (4) any
willful disobedience of the lawful and unambiguous instructions of the CEO of the Company; provided
that the CEO has given you written notice of such disobedience or neglect and you have failed to
cure such disobedience or neglect within a period reasonable under the circumstances.
Change in Control
If there is a Change in Control Event and you resign for Good Reason or are terminated without
Cause within twelve months of such Change in Control Event, then (i) you will be entitled to receive
twelve (12) months of salary continuation, plus, in the event that the resignation for Good Reason
or termination without Cause following a change in control event occurs after June 30th
of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in
the preceding year pro-rated for the number of months actually worked in the year of your
resignation or termination. In addition, you will be entitled to continuation of your health
benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12)
months, which shall commence on the date of resignation or termination and run concurrently with
the period of salary continuation, and (ii) all unvested stock options will have their remaining
vesting schedule accelerated so that all stock options are fully vested.
“Change in Control Event” means any of the following: (i) any person or entity (except for a
current stockholder) becomes the beneficial owner of greater than 50% of the then outstanding
voting power of the Company; (ii) a merger or consolidation with another entity where the voting
securities of the Company outstanding immediately before the transaction constitute less than a
majority of the voting power of the voting securities of the Company or the surviving entity
outstanding immediately after the transaction, or (iii) the sales or disposition of all or
substantially all of the Company’s assets. “Good Reason” means (i) a change in your position with
the Company or its successor that materially reduces your title, duties or level of responsibility;
or (ii) the relocation of the Company or its successor greater than 50 miles away from the then
current location of the Company’s principal offices.
Your right to receive accelerated vesting and severance payments pursuant to this letter
agreement shall be subject to the condition that you execute a full release and waiver of all
claims against the Company and related parties, in a form acceptable to the Company.
It is understood and agreed that this Letter Agreement constitutes the full agreement between you
and the Company on the subjects of Severance and Change in Control payments. To indicate
your acceptance of the terms and conditions set forth herein, please sign one copy of this Letter
Agreement in the space indicated below and return it to my attention on or before November 12,
2007. By signing below, you agree that no other promises, express or implied, have been made to
you either verbally or in writing and that no further modifications to these terms and conditions
will be effective except by a written agreement signed by the Chief Executive Officer of the
Company and you and as authorized by the Company’s Board of Directors.
Very truly yours,
John Crowley
President and Chief Executive Officer
John Crowley
President and Chief Executive Officer
Accepted and Agreed:
By:
|
/s/ David Lockhart | Date: | November 9, 2007 | |||||||
| David Lockhart |
Exhibit 10.2
LETTER AGREEMENT
November 9,
2007
James Dentzer
304 Goodmans Hill Road
Sudbury, MA 01776
304 Goodmans Hill Road
Sudbury, MA 01776
Re: Severance and Change in Control Agreements
Dear Jim:
On behalf of Amicus Therapeutics, Inc., (the “Company”), this shall serve to confirm our agreement
in the event Amicus terminates your employment without cause or in the event of a Change in
Control, Sale or Merger of the Company. By accepting the terms of this Letter Agreement, you agree
that the rights identified in this Letter Agreement contain the complete understanding between you
and the Company related to Severance and Change in Control payments. The July 27, 2006 Offer of
Employment Letter countersigned by you (“July 27, 2006, Offer Letter,” attached hereto), shall
otherwise remain in full force and effect and is hereby confirmed and ratified.
Severance Pay
In the event that your employment is terminated by the Company, except for “Cause” as
defined below, you will be eligible to receive the following:
| 1. | six (6) months salary continuation; | ||
| 2. | an additional six (6) months of option vesting; | ||
| 3. | in the event that your termination occurs after June 30th of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in the preceding year pro-rated for the number of months actually worked in the year of termination; and |
6 Cedar Brook Drive Cranbury, NJ 08512 T: 609-662-2000 F: 609-662-2001 www.amicustherapeutics.com
| 4. | you will be entitled to a continuation of your health benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12) months, which shall commence on the date of termination and run concurrently with the period of salary continuation. |
For purposes of this Agreement, “Cause” means termination for any of the following reasons: (1)
willful or deliberate misconduct by you that materially damages the Company; (2) misappropriation
of Company assets; (3) conviction of, or a plea of guilty or “no contest” to, a felony; or (4) any
willful disobedience of the lawful and unambiguous instructions of the CEO of the Company; provided
that the CEO has given you written notice of such disobedience or neglect and you have failed to
cure such disobedience or neglect within a period reasonable under the circumstances.
Change in Control
If there is a Change in Control Event and you resign for Good Reason or are terminated without
Cause within twelve months of such Change in Control Event, then (i) you will be entitled to receive
twelve (12) months of salary continuation, plus, in the event that the resignation for Good Reason
or termination without Cause following a change in control event occurs after June 30th
of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in
the preceding year pro-rated for the number of months actually worked in the year of your
resignation or termination. In addition, you will be entitled to continuation of your health
benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12)
months, which shall commence on the date of resignation or termination and run concurrently with
the period of salary continuation, and (ii) all unvested stock options will have their remaining
vesting schedule accelerated so that all stock options are fully vested.
“Change in Control Event” means any of the following: (i) any person or entity (except for a
current stockholder) becomes the beneficial owner of greater than 50% of the then outstanding
voting power of the Company; (ii) a merger or consolidation with another entity where the voting
securities of the Company outstanding immediately before the transaction constitute less than a
majority of the voting power of the voting securities of the Company or the surviving entity
outstanding immediately after the transaction, or (iii) the sales or disposition of all or
substantially all of the Company’s assets. “Good Reason” means (i) a change in your position with
the Company or its successor that materially reduces your title, duties or level of responsibility;
or (ii) the relocation of the Company or its successor greater than 50 miles away from the then
current location of the Company’s principal offices.
Your right to receive accelerated vesting and severance payments pursuant to this letter
agreement shall be subject to the condition that you execute a full release and waiver of all
claims against the Company and related parties, in a form acceptable to the Company.
It is understood and agreed that this Letter Agreement constitutes the full agreement between you
and the Company on the subjects of Severance and Change in Control payments. To indicate
your acceptance of the terms and conditions set forth herein, please sign one copy of this Letter
Agreement in the space indicated below and return it to my attention on or before November 12,
2007. By signing below, you agree that no other promises, express or implied, have been made to
you either verbally or in writing and that no further modifications to these terms and conditions
will be effective except by a written agreement signed by the Chief Executive Officer of the
Company and you and as authorized by the Company’s Board of Directors.
Very truly yours,
John Crowley
President and Chief Executive Officer
John Crowley
President and Chief Executive Officer
Accepted and Agreed:
By:
|
/s/ James Dentzer | Date: | November 12, 2007 | |||||||
| James Dentzer |
Exhibit 10.3
LETTER AGREEMENT
November 9,
2007
Matthew Patterson
547 Broadway #3
New York, NY 10012
547 Broadway #3
New York, NY 10012
Re: Severance and Change in Control Agreements
Dear Matt:
On behalf of Amicus Therapeutics, Inc., (the “Company”), this shall serve to confirm our agreement
in the event Amicus terminates your employment without cause or in the event of a Change in
Control, Sale or Merger of the Company. By accepting the terms of this Letter Agreement, you agree
that the rights identified in this Letter Agreement contain the complete understanding between you
and the Company related to Severance and Change in Control payments. The November 9, 2004 Offer of
Employment Letter countersigned by you (“November 9, 2004 Offer Letter,” attached hereto), shall
otherwise remain in full force and effect and is hereby confirmed and ratified.
Severance Pay
| In the event that your employment is terminated by the Company, except for “Cause” as defined below, you will be eligible to receive the following: |
| 1. | six (6) months salary continuation; | ||
| 2. | an additional six (6) months of option vesting; | ||
| 3. | in the event that your termination occurs after June 30th of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in the preceding year pro-rated for the number of months actually worked in the year of termination; and | ||
| 4. | you will be entitled to a continuation of your health benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12) |
6 Cedar Brook Drive Cranbury, NJ 08512 T: 609-662-2000 F: 609-662-2001 www.amicustherapeutics.com
| months, which shall commence on the date of termination and run concurrently with the period of salary continuation. |
For purposes of this Agreement, “Cause” means termination for any of the following reasons: (1)
willful or deliberate misconduct by you that materially damages the Company; (2) misappropriation
of Company assets; (3) conviction of, or a plea of guilty or “no contest” to, a felony; or (4) any
willful disobedience of the lawful and unambiguous instructions of the CEO of the Company; provided
that the CEO has given you written notice of such disobedience or neglect and you have failed to
cure such disobedience or neglect within a period reasonable under the circumstances.
Change in Control
If there is a Change in Control Event and you resign for Good Reason or are terminated without
Cause within twelve months of such Change in Control Event, then (i) you will be entitled to receive
twelve (12) months of salary continuation, plus, in the event that the resignation for Good Reason
or termination without Cause following a change in control event occurs after June 30th
of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in
the preceding year pro-rated for the number of months actually worked in the year of your
resignation or termination. In addition, you will be entitled to continuation of your health
benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12)
months, which shall commence on the date of resignation or termination and run concurrently with
the period of salary continuation, and (ii) all unvested stock options will have their remaining
vesting schedule accelerated so that all stock options are fully vested.
“Change in Control Event” means any of the following: (i) any person or entity (except for a
current stockholder) becomes the beneficial owner of greater than 50% of the then outstanding
voting power of the Company; (ii) a merger or consolidation with another entity where the voting
securities of the Company outstanding immediately before the transaction constitute less than a
majority of the voting power of the voting securities of the Company or the surviving entity
outstanding immediately after the transaction, or (iii) the sales or disposition of all or
substantially all of the Company’s assets. “Good Reason” means (i) a change in your position with
the Company or its successor that materially reduces your title, duties or level of responsibility;
or (ii) the relocation of the Company or its successor greater than 50 miles away from the then
current location of the Company’s principal offices.
Your right to receive accelerated vesting and severance payments pursuant to this letter
agreement shall be subject to the condition that you execute a full release and waiver of all
claims against the Company and related parties, in a form acceptable to the Company.
It is understood and agreed that this Letter Agreement constitutes the full agreement between you
and the Company on the subjects of Severance and Change in Control payments. To indicate
your acceptance of the terms and conditions set forth herein, please sign one copy of this Letter
Agreement in the space indicated below and return it to my attention on or before November 12,
2007. By signing below, you agree that no other promises, express or implied, have been made to
you either verbally or in writing and that no further modifications to these terms and conditions
will be effective except by a written agreement signed by the Chief Executive Officer of the
Company and you and as authorized by the Company’s Board of Directors.
| Very truly yours, John Crowley President and Chief Executive Officer |
||||
Accepted and Agreed:
By:
|
/s/ Matthew Patterson | Date: | November 12, 2007 | |||||
| Matthew Patterson |
Exhibit 10.4
LETTER AGREEMENT
November 9,
2007
David Palling
85 Park Avenue, Unit 403
Glen Ridge, NJ 07028
85 Park Avenue, Unit 403
Glen Ridge, NJ 07028
Re: Severance and Change in Control Agreements
Dear David:
On behalf of Amicus Therapeutics, Inc., (the “Company”), this shall serve to confirm our agreement
in the event Amicus terminates your employment without cause or in the event of a Change in
Control, Sale or Merger of the Company. By accepting the terms of this Letter Agreement, you agree
that the rights identified in this Letter Agreement contain the complete understanding between you
and the Company related to Severance and Change in Control payments. This letter supersedes the
letter dated March 6, 2006. The July 18, 2002 Offer of Employment Letter countersigned by you
(“July 18, 2002 Offer Letter” attached hereto), shall otherwise remain in full force and effect and
is hereby confirmed and ratified.
Severance Pay
| In the event that your employment is terminated by the Company, except for “Cause” as defined below, you will be eligible to receive the following: |
| 1. | six (6) months salary continuation; | ||
| 2. | an additional six (6) months of option vesting; | ||
| 3. | in the event that your termination occurs after June 30th of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in the preceding year pro-rated for the number of months actually worked in the year of termination; and | ||
| 4. | you will be entitled to a continuation of your health benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12) |
6 Cedar Brook Drive Cranbury, NJ 08512 T: 609-662-2000 F: 609-662-2001 www.amicustherapeutics.com
| months, which shall commence on the date of termination and run concurrently with the period of salary continuation. |
For purposes of this Agreement, “Cause” means termination for any of the following reasons: (1)
willful or deliberate misconduct by you that materially damages the Company; (2) misappropriation
of Company assets; (3) conviction of, or a plea of guilty or “no contest” to, a felony; or (4) any
willful disobedience of the lawful and unambiguous instructions of the CEO of the Company; provided
that the CEO has given you written notice of such disobedience or neglect and you have failed to
cure such disobedience or neglect within a period reasonable under the circumstances.
Change in Control
If there is a Change in Control Event and you resign for Good Reason or are terminated without
Cause within twelve months of such Change in Control Event, then (i) you will be entitled to receive
twelve (12) months of salary continuation, plus, in the event that the resignation for Good Reason
or termination without Cause following a change in control event occurs after June 30th
of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in
the preceding year pro-rated for the number of months actually worked in the year of your
resignation or termination. In addition, you will be entitled to continuation of your health
benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12)
months, which shall commence on the date of resignation or termination and run concurrently with
the period of salary continuation, and (ii) all unvested stock options will have their remaining
vesting schedule accelerated so that all stock options are fully vested.
“Change in Control Event” means any of the following: (i) any person or entity (except for a
current stockholder) becomes the beneficial owner of greater than 50% of the then outstanding
voting power of the Company; (ii) a merger or consolidation with another entity where the voting
securities of the Company outstanding immediately before the transaction constitute less than a
majority of the voting power of the voting securities of the Company or the surviving entity
outstanding immediately after the transaction, or (iii) the sales or disposition of all or
substantially all of the Company’s assets. “Good Reason” means (i) a change in your position with
the Company or its successor that materially reduces your title, duties or level of responsibility;
or (ii) the relocation of the Company or its successor greater than 50 miles away from the then
current location of the Company’s principal offices.
Your right to receive accelerated vesting and severance payments pursuant to this letter
agreement shall be subject to the condition that you execute a full release and waiver of all
claims against the Company and related parties, in a form acceptable to the Company.
Employment “At-Will”
It is important that you understand that the Company does not guarantee employment for any specific
period of time. You will continue to be employed on at “at-will” basis. This means that both the
Company and you will have the right to terminate your employment at any time, for any
reason, with or without prior notice or cause. Neither you nor the Company will have an express
or
implied contract limiting your right to resign or the Company’s right to terminate your employment
at any time, for any reason, with or without prior notice or cause. The “at-will” relationship
will apply to you throughout your employment and cannot be changed except by an express individual
written employment agreement signed by you and the Chief Executive Officer of the Company.
It is understood and agreed that this Letter Agreement constitutes the full agreement between you
and the Company on the subjects of Severance and Change in Control payments. To indicate your
acceptance of the terms and conditions set forth herein, please sign one copy of this Letter
Agreement in the space indicated below and return it to my attention on or before November 12,
2007. By signing below, you agree that no other promises, express or implied, have been made to
you either verbally or in writing and that no further modifications to these terms and conditions
will be effective except by a written agreement signed by the Chief Executive Officer of the
Company and you and as authorized by the Company’s Board of Directors.
| Very truly yours, John Crowley President and Chief Executive Officer |
||||
Accepted and Agreed:
By:
|
/s/ David Palling | Date: | November 9, 2007 | |||||
Exhibit 10.5
LETTER AGREEMENT
November 9,
2007
Douglas Branch
1816 Winding Ridge Road
Norman, OK 73072
1816 Winding Ridge Road
Norman, OK 73072
Re: Severance and Change in Control Agreements
Dear Doug:
On behalf of Amicus Therapeutics, Inc., (the “Company”), this shall serve to confirm our agreement
in the event Amicus terminates your employment without cause or in the event of a Change in
Control, Sale or Merger of the Company. By accepting the terms of this Letter Agreement, you agree
that the rights identified in this Letter Agreement contain the complete understanding between you
and the Company related to Severance and Change in Control payments. The May 12, 2006 Offer of
Employment Letter countersigned by you (“May 12, 2006 Offer Letter,” attached hereto), shall
otherwise remain in full force and effect and is hereby confirmed and ratified.
Severance Pay
| In the event that your employment is terminated by the Company, except for “Cause” as defined below, you will be eligible to receive the following: |
| 1. | six (6) months salary continuation; | ||
| 2. | an additional six (6) months of option vesting; | ||
| 3. | in the event that your termination occurs after June 30th of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in the preceding year pro-rated for the number of months actually worked in the year of termination; and |
6 Cedar Brook Drive Cranbury, NJ 08512 T: 609-662-2000 F: 609-662-2001 www.amicustherapeutics.com
| 4. | you will be entitled to a continuation of your health benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12) months, which shall commence on the date of termination and run concurrently with the period of salary continuation. |
For purposes of this Agreement, “Cause” means termination for any of the following reasons: (1)
willful or deliberate misconduct by you that materially damages the Company; (2) misappropriation
of Company assets; (3) conviction of, or a plea of guilty or “no contest” to, a felony; or (4) any
willful disobedience of the lawful and unambiguous instructions of the CEO of the Company; provided
that the CEO has given you written notice of such disobedience or neglect and you have failed to
cure such disobedience or neglect within a period reasonable under the circumstances.
Change in Control
If there is a Change in Control Event and you resign for Good Reason or are terminated without
Cause within twelve months of such Change in Control Event, then (i) you will be entitled to receive
twelve (12) months of salary continuation, plus, in the event that the resignation for Good Reason
or termination without Cause following a change in control event occurs after June 30th
of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in
the preceding year pro-rated for the number of months actually worked in the year of your
resignation or termination. In addition, you will be entitled to continuation of your health
benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12)
months, which shall commence on the date of resignation or termination and run concurrently with
the period of salary continuation, and (ii) all unvested stock options will have their remaining
vesting schedule accelerated so that all stock options are fully vested.
“Change in Control Event” means any of the following: (i) any person or entity (except for a
current stockholder) becomes the beneficial owner of greater than 50% of the then outstanding
voting power of the Company; (ii) a merger or consolidation with another entity where the voting
securities of the Company outstanding immediately before the transaction constitute less than a
majority of the voting power of the voting securities of the Company or the surviving entity
outstanding immediately after the transaction, or (iii) the sales or disposition of all or
substantially all of the Company’s assets. “Good Reason” means (i) a change in your position with
the Company or its successor that materially reduces your title, duties or level of responsibility;
or (ii) the relocation of the Company or its successor greater than 50 miles away from the then
current location of the Company’s principal offices.
Your right to receive accelerated vesting and severance payments pursuant to this letter
agreement shall be subject to the condition that you execute a full release and waiver of all
claims against the Company and related parties, in a form acceptable to the Company.
Employment “At-Will”
It is important that you understand that the Company does not guarantee employment for any specific
period of time. You will continue to be employed on at “at-will” basis. This means that
both the
Company and you will have the right to terminate your employment at any time, for any reason, with
or without prior notice or cause. Neither you nor the Company will have an express or implied
contract limiting your right to resign or the Company’s right to terminate your employment at any
time, for any reason, with or without prior notice or cause. The “at-will” relationship will apply
to you throughout your employment and cannot be changed except by an express individual written
employment agreement signed by you and the Chief Executive Officer of the Company.
It is understood and agreed that this Letter Agreement constitutes the full agreement between you
and the Company on the subjects of Severance and Change in Control payments. To indicate your
acceptance of the terms and conditions set forth herein, please sign one copy of this Letter
Agreement in the space indicated below and return it to my attention on or before November 12,
2007. By signing below, you agree that no other promises, express or implied, have been made to
you either verbally or in writing and that no further modifications to these terms and conditions
will be effective except by a written agreement signed by the Chief Executive Officer of the
Company and you and as authorized by the Company’s Board of Directors.
| Very truly yours, John Crowley President and Chief Executive Officer |
||||
Accepted and Agreed:
By:
|
/s/ Douglas Branch | Date: | November 12, 2007 | |||||
| Douglas Branch |
Exhibit 10.6
LETTER AGREEMENT
November 9,
2007
Bradley Campbell
16 Morris Drive
Princeton, NJ 08540
16 Morris Drive
Princeton, NJ 08540
Re: Severance and Change in Control Agreements
Dear Bradley :
On behalf of Amicus Therapeutics, Inc., (the “Company”), this shall serve to confirm our agreement
in the event Amicus terminates your employment without cause or in the event of a Change in
Control, Sale or Merger of the Company. By accepting the terms of this Letter Agreement, you agree
that the rights identified in this Letter Agreement contain the complete understanding between you
and the Company related to Severance and Change in Control payments. The April 19, 2006 Offer of
Employment Letter countersigned by you (“April 19, 2006 Offer Letter,” attached hereto), shall
otherwise remain in full force and effect and is hereby confirmed and ratified.
Severance Pay
| In the event that your employment is terminated by the Company, except for “Cause” as defined below, you will be eligible to receive the following: |
| 1. | six (6) months salary continuation; | ||
| 2. | an additional six (6) months of option vesting; | ||
| 3. | in the event that your termination occurs after June 30th of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in the preceding year pro-rated for the number of months actually worked in the year of termination; and | ||
| 4. | you will be entitled to a continuation of your health benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12) |
6 Cedar Brook Drive Cranbury, NJ 08512 T: 609-662-2000 F: 609-662-2001 www.amicustherapeutics.com
| months, which shall commence on the date of termination and run concurrently with the period of salary continuation. |
For purposes of this Agreement, “Cause” means termination for any of the following reasons: (1)
willful or deliberate misconduct by you that materially damages the Company; (2) misappropriation
of Company assets; (3) conviction of, or a plea of guilty or “no contest” to, a felony; or (4) any
willful disobedience of the lawful and unambiguous instructions of the CEO of the Company; provided
that the CEO has given you written notice of such disobedience or neglect and you have failed to
cure such disobedience or neglect within a period reasonable under the circumstances.
Change in Control
If there is a Change in Control Event and you resign for Good Reason or are terminated without
Cause within twelve months of such Change in Control Event, then (i) you will be entitled to receive
twelve (12) months of salary continuation, plus, in the event that the resignation for Good Reason
or termination without Cause following a change in control event occurs after June 30th
of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in
the preceding year pro-rated for the number of months actually worked in the year of your
resignation or termination. In addition, you will be entitled to continuation of your health
benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12)
months, which shall commence on the date of resignation or termination and run concurrently with
the period of salary continuation, and (ii) all unvested stock options will have their remaining
vesting schedule accelerated so that all stock options are fully vested.
“Change in Control Event” means any of the following: (i) any person or entity (except for a
current stockholder) becomes the beneficial owner of greater than 50% of the then outstanding
voting power of the Company; (ii) a merger or consolidation with another entity where the voting
securities of the Company outstanding immediately before the transaction constitute less than a
majority of the voting power of the voting securities of the Company or the surviving entity
outstanding immediately after the transaction, or (iii) the sales or disposition of all or
substantially all of the Company’s assets. “Good Reason” means (i) a change in your position with
the Company or its successor that materially reduces your title, duties or level of responsibility;
or (ii) the relocation of the Company or its successor greater than 50 miles away from the then
current location of the Company’s principal offices.
Your right to receive accelerated vesting and severance payments pursuant to this letter
agreement shall be subject to the condition that you execute a full release and waiver of all
claims against the Company and related parties, in a form acceptable to the Company.
Employment “At-Will”
It is important that you understand that the Company does not guarantee employment for any specific
period of time. You will continue to be employed on at “at-will” basis. This means that both the
Company and you will have the right to terminate your employment at any time, for any
reason, with or without prior notice or cause. Neither you nor the Company will have an express
or
implied contract limiting your right to resign or the Company’s right to terminate your employment
at any time, for any reason, with or without prior notice or cause. The “at-will” relationship
will apply to you throughout your employment and cannot be changed except by an express individual
written employment agreement signed by you and the Chief Executive Officer of the Company.
It is understood and agreed that this Letter Agreement constitutes the full agreement between you
and the Company on the subjects of Severance and Change in Control payments. To indicate your
acceptance of the terms and conditions set forth herein, please sign one copy of this Letter
Agreement in the space indicated below and return it to my attention on or before November 12,
2007. By signing below, you agree that no other promises, express or implied, have been made to
you either verbally or in writing and that no further modifications to these terms and conditions
will be effective except by a written agreement signed by the Chief Executive Officer of the
Company and you and as authorized by the Company’s Board of Directors.
| Very truly yours, John Crowley President and Chief Executive Officer |
||||
Accepted and Agreed:
By:
|
/s/ Bradley Campbell | Date: | November 12, 2007 | |||||
Exhibits 10.7
LETTER AGREEMENT
November 9,
2007
Dr. Gregory Licholai
4 Meadow Lane
Pennington, NJ 08534
4 Meadow Lane
Pennington, NJ 08534
Re: Severance and Change in Control Agreements
Dear Greg:
On behalf of Amicus Therapeutics, Inc., (the “Company”), this shall serve to confirm our agreement
in the event Amicus terminates your employment without cause or in the event of a Change in
Control, Sale or Merger of the Company. By accepting the terms of this Letter Agreement, you agree
that the rights identified in this Letter Agreement contain the complete understanding between you
and the Company related to Severance and Change in Control payments. This letter supersedes the
letter dated March 6, 2006. The December 15, 2004 Offer of Employment Letter countersigned by you
(“December 15, 2004 Offer Letter” attached hereto), shall otherwise remain in full force and effect
and is hereby confirmed and ratified.
Severance Pay
In the event that your employment is terminated by the Company, except for “Cause” as
defined below, you will be eligible to receive the following:
| 1. | six (6) months salary continuation; | ||
| 2. | an additional six (6) months of option vesting; | ||
| 3. | in the event that your termination occurs after June 30th of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in the preceding year pro-rated for the number of months actually worked in the year of termination; and |
6 Cedar Brook Drive Cranbury, NJ 08512 T: 609-662-2000 F: 609-662-2001 www.amicustherapeutics.com
| 4. | you will be entitled to a continuation of your health benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12) months, which shall commence on the date of termination and run concurrently with the period of salary continuation. |
For purposes of this Agreement, “Cause” means termination for any of the following reasons: (1)
willful or deliberate misconduct by you that materially damages the Company; (2) misappropriation
of Company assets; (3) conviction of, or a plea of guilty or “no contest” to, a felony; or (4) any
willful disobedience of the lawful and unambiguous instructions of the CEO of the Company; provided
that the CEO has given you written notice of such disobedience or neglect and you have failed to
cure such disobedience or neglect within a period reasonable under the circumstances.
Change in Control
If there is a Change in Control Event and you resign for Good Reason or are terminated without
Cause within twelve months of such Change in Control Event, then (i) you will be entitled to receive
twelve (12) months of salary continuation, plus, in the event that the resignation for Good Reason
or termination without Cause following a change in control event occurs after June 30th
of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in
the preceding year pro-rated for the number of months actually worked in the year of your
resignation or termination. In addition, you will be entitled to continuation of your health
benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12)
months, which shall commence on the date of resignation or termination and run concurrently with
the period of salary continuation, and (ii) all unvested stock options will have their remaining
vesting schedule accelerated so that all stock options are fully vested.
“Change in Control Event” means any of the following: (i) any person or entity (except for a
current stockholder) becomes the beneficial owner of greater than 50% of the then outstanding
voting power of the Company; (ii) a merger or consolidation with another entity where the voting
securities of the Company outstanding immediately before the transaction constitute less than a
majority of the voting power of the voting securities of the Company or the surviving entity
outstanding immediately after the transaction, or (iii) the sales or disposition of all or
substantially all of the Company’s assets. “Good Reason” means (i) a change in your position with
the Company or its successor that materially reduces your title, duties or level of responsibility;
or (ii) the relocation of the Company or its successor greater than 50 miles away from the then
current location of the Company’s principal offices.
Your right to receive accelerated vesting and severance payments pursuant to this letter
agreement shall be subject to the condition that you execute a full release and waiver of all
claims against the Company and related parties, in a form acceptable to the Company.
Employment “At-Will”
It is important that you understand that the Company does not guarantee employment for any specific
period of time. You will continue to be employed on at “at-will” basis. This means that both the
Company and you will have the right to terminate your employment at any time, for any reason, with
or without prior notice or cause. Neither you nor the Company will have an express or implied
contract limiting your right to resign or the Company’s right to terminate your employment at any
time, for any reason, with or without prior notice or cause. The “at-will” relationship will apply
to you throughout your employment and cannot be changed except by an express individual written
employment agreement signed by you and the Chief Executive Officer of the Company.
It is understood and agreed that this Letter Agreement constitutes the full agreement between you
and the Company on the subjects of Severance and Change in Control payments. To indicate your
acceptance of the terms and conditions set forth herein, please sign one copy of this Letter
Agreement in the space indicated below and return it to my attention on or before November 12,
2007. By signing below, you agree that no other promises, express or implied, have been made to
you either verbally or in writing and that no further modifications to these terms and conditions
will be effective except by a written agreement signed by the Chief Executive Officer of the
Company and you and as authorized by the Company’s Board of Directors.
Very truly yours,
John Crowley
President and Chief Executive Officer
President and Chief Executive Officer
Accepted and Agreed:
By:
|
/s/ Gregory Licholai | Date: | November 12, 2007 | |||||||
| Gregory Licholai |
Exhibit 10.8
LETTER AGREEMENT
November 9,
2007
Mark Simon
641 Shunpike Road, #307
Chatham, NJ 07928
641 Shunpike Road, #307
Chatham, NJ 07928
Re: Severance and Change in Control Agreements
Dear Mark:
On behalf of Amicus Therapeutics, Inc., (the “Company”), this shall serve to confirm our agreement
in the event Amicus terminates your employment without cause or in the event of a Change in
Control, Sale or Merger of the Company. By accepting the terms of this Letter Agreement, you agree
that the rights identified in this Letter Agreement contain the complete understanding between you
and the Company related to Severance and Change in Control payments. The May 21, 2006 Offer of
Employment Letter countersigned by you (“May 21, 2006, Offer Letter,” attached hereto), shall
otherwise remain in full force and effect and is hereby confirmed and ratified.
Severance Pay
In the event that your employment is terminated by the Company, except for “Cause” as
defined below, you will be eligible to receive the following:
| 1. | six (6) months salary continuation; | ||
| 2. | an additional six (6) months of option vesting; | ||
| 3. | in the event that your termination occurs after June 30th of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in the preceding year pro-rated for the number of months actually worked in the year of termination; and | ||
| 4. | you will be entitled to a continuation of your health benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12) |
6 Cedar Brook Drive Cranbury, NJ 08512 T: 609-662-2000 F: 609-662-2001 www.amicustherapeutics.com
| months, which shall commence on the date of termination and run concurrently with the period of salary continuation. |
For purposes of this Agreement, “Cause” means termination for any of the following reasons: (1)
willful or deliberate misconduct by you that materially damages the Company; (2) misappropriation
of Company assets; (3) conviction of, or a plea of guilty or “no contest” to, a felony; or (4) any
willful disobedience of the lawful and unambiguous instructions of the CEO of the Company; provided
that the CEO has given you written notice of such disobedience or neglect and you have failed to
cure such disobedience or neglect within a period reasonable under the circumstances.
Change in Control
If there is a Change in Control Event and you resign for Good Reason or are terminated without
Cause within twelve months of such Change in Control Event, then (i) you will be entitled to receive
twelve (12) months of salary continuation, plus, in the event that the resignation for Good Reason
or termination without Cause following a change in control event occurs after June 30th
of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in
the preceding year pro-rated for the number of months actually worked in the year of your
resignation or termination. In addition, you will be entitled to continuation of your health
benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12)
months, which shall commence on the date of resignation or termination and run concurrently with
the period of salary continuation, and (ii) all unvested stock options will have their remaining
vesting schedule accelerated so that all stock options are fully vested.
“Change in Control Event” means any of the following: (i) any person or entity (except for a
current stockholder) becomes the beneficial owner of greater than 50% of the then outstanding
voting power of the Company; (ii) a merger or consolidation with another entity where the voting
securities of the Company outstanding immediately before the transaction constitute less than a
majority of the voting power of the voting securities of the Company or the surviving entity
outstanding immediately after the transaction, or (iii) the sales or disposition of all or
substantially all of the Company’s assets. “Good Reason” means (i) a change in your position with
the Company or its successor that materially reduces your title, duties or level of responsibility;
or (ii) the relocation of the Company or its successor greater than 50 miles away from the then
current location of the Company’s principal offices.
Your right to receive accelerated vesting and severance payments pursuant to this letter
agreement shall be subject to the condition that you execute a full release and waiver of all
claims against the Company and related parties, in a form acceptable to the Company.
It is understood and agreed that this Letter Agreement constitutes the full agreement between you
and the Company on the subjects of Severance and Change in Control payments. To indicate your
acceptance of the terms and conditions set forth herein, please sign one copy of this Letter
Agreement in the space indicated below and return it to my attention on or before November 12,
2007. By signing below, you agree that no other promises, express or implied, have been made to
you either verbally or in writing and that no further modifications to these terms and conditions
will be effective except by a written agreement signed by the Chief Executive Officer of the
Company and you and as authorized by the Company’s Board of Directors.
Very truly yours,
John Crowley
President and Chief Executive Officer
President and Chief Executive Officer
Accepted and Agreed:
By:
|
/s/ Mark Simon | Date: | November 12, 2007 | |||||||
| Mark Simon |
Exhibit
10.9
LETTER AGREEMENT
November 9,
2007
S. Nicole Schaeffer
12 Flintlock Drive
Warren, New Jersey 07059
12 Flintlock Drive
Warren, New Jersey 07059
Re: Severance and Change in Control Agreements
Dear Nicole:
On behalf of Amicus Therapeutics, Inc., (the “Company”), this shall serve to confirm our agreement
in the event Amicus terminates your employment without cause or in the event of a Change in
Control, Sale or Merger of the Company. By accepting the terms of this Letter Agreement, you agree
that the rights identified in this Letter Agreement contain the complete understanding between you
and the Company related to Severance and Change in Control payments. This letter supersedes the
letter dated March 6, 2006. The February 28, 2005 Offer of Employment Letter countersigned by you
(“February 28, 2005 Offer Letter,” attached hereto), shall otherwise remain in full force and
effect and is hereby confirmed and ratified.
Severance Pay
In the event that your employment is terminated by the Company, except for “Cause” as
defined below, you will be eligible to receive the following:
| 1. | six (6) months salary continuation; | ||
| 2. | an additional six (6) months of option vesting; | ||
| 3. | in the event that your termination occurs after June 30th of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in the preceding year pro-rated for the number of months actually worked in the year of termination; and | ||
| 4. | you will be entitled to a continuation of your health benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12) |
6 Cedar Brook Drive Cranbury, NJ 08512 T: 609-662-2000 F: 609-662-2001 www.amicustherapeutics.com
| months, which shall commence on the date of termination and run concurrently with the period of salary continuation. |
For purposes of this Agreement, “Cause” means termination for any of the following reasons: (1)
willful or deliberate misconduct by you that materially damages the Company; (2) misappropriation
of Company assets; (3) conviction of, or a plea of guilty or “no contest” to, a felony; or (4) any
willful disobedience of the lawful and unambiguous instructions of the CEO of the Company; provided
that the CEO has given you written notice of such disobedience or neglect and you have failed to
cure such disobedience or neglect within a period reasonable under the circumstances.
Change in Control
If there is a Change in Control Event and you resign for Good Reason or are terminated without
Cause within twelve months of such Change in Control Event, then (i) you will be entitled to receive
twelve (12) months of salary continuation, plus, in the event that the resignation for Good Reason
or termination without Cause following a change in control event occurs after June 30th
of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in
the preceding year pro-rated for the number of months actually worked in the year of your
resignation or termination. In addition, you will be entitled to continuation of your health
benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12)
months, which shall commence on the date of resignation or termination and run concurrently with
the period of salary continuation, and (ii) all unvested stock options will have their remaining
vesting schedule accelerated so that all stock options are fully vested.
“Change in Control Event” means any of the following: (i) any person or entity (except for a
current stockholder) becomes the beneficial owner of greater than 50% of the then outstanding
voting power of the Company; (ii) a merger or consolidation with another entity where the voting
securities of the Company outstanding immediately before the transaction constitute less than a
majority of the voting power of the voting securities of the Company or the surviving entity
outstanding immediately after the transaction, or (iii) the sales or disposition of all or
substantially all of the Company’s assets. “Good Reason” means (i) a change in your position with
the Company or its successor that materially reduces your title, duties or level of responsibility;
or (ii) the relocation of the Company or its successor greater than 50 miles away from the then
current location of the Company’s principal offices.
Your right to receive accelerated vesting and severance payments pursuant to this letter
agreement shall be subject to the condition that you execute a full release and waiver of all
claims against the Company and related parties, in a form acceptable to the Company.
Employment “At-Will”
It is important that you understand that the Company does not guarantee employment for any specific
period of time. You will continue to be employed on at “at-will” basis. This means that both the
Company and you will have the right to terminate your employment at any time, for any reason, with
or without prior notice or cause. Neither you nor the Company will have an express
or implied contract limiting your right to resign or the Company’s right to terminate your
employment at any time, for any reason, with or without prior notice or cause. The “at-will”
relationship will apply to you throughout your employment and cannot be changed except by an
express individual written employment agreement signed by you and the Chief Executive Officer of
the Company.
It is understood and agreed that this Letter Agreement constitutes the full agreement between you
and the Company on the subjects of Severance and Change in Control payments. To indicate your
acceptance of the terms and conditions set forth herein, please sign one copy of this Letter
Agreement in the space indicated below and return it to my attention on or before November 12,
2007. By signing below, you agree that no other promises, express or implied, have been made to
you either verbally or in writing and that no further modifications to these terms and conditions
will be effective except by a written agreement signed by the Chief Executive Officer of the
Company and you and as authorized by the Company’s Board of Directors.
| Very truly yours, | ||||||||||||
| John Crowley | ||||||||||||
| President and Chief Executive Officer | ||||||||||||
| Accepted and Agreed: | ||||||||||||
By:
|
/s/ S. Nicole Schaeffer | Date: | November 9, 2007 | |||||||||
| S. Nicole Schaeffer | ||||||||||||
Exhibit
99.1
CONTACTS:
Investors:
|
Media: | |||
Carney Noensie
|
Dan Budwick | |||
Burns McClellan
|
BMC Communications Group | |||
(646) 233-1557
|
(212) 477-9007 ext. 14 |
Amicus Therapeutics and Shire plc enter into $440 million ex-US Licensing Agreement to Develop and
Commercialize AmigalTM, PliceraTM and AT2220
Commercialize AmigalTM, PliceraTM and AT2220
Amicus to host conference call at 8:00 a.m. Eastern Time
Cranbury, NJ, November 8, 2007 – Amicus Therapeutics, Inc. (Nasdaq: FOLD) announced today that it
has entered into a strategic collaboration with Shire Human Genetic Therapies, Inc., a subsidiary
of Shire plc (LSE: SHP, Nasdaq: SHPGY, TSX: SHQ), to jointly develop Amicus’ three lead
pharmacological chaperone compounds for lysosomal storage disorders. Shire will receive rights to
commercialize these products outside of the United States. Amicus will retain all rights to
commercialize these products in the United States.
The collaboration includes AmigalTM (migalastat hydrochloride) currently in Phase 2
clinical trials for the treatment of Fabry disease, PliceraTM (isofagomine tartrate)
currently in Phase 2 clinical trials for the treatment of Gaucher disease, and AT2220
(deoxynojirimycin), which the company is currently studying in Phase 1 clinical trials for the
treatment of Pompe disease.
Under the terms of the deal, Amicus will receive an initial, non-refundable licensing payment of
US$ 50 million. Joint development costs toward global approval of the three compounds will be
shared 50/50 going forward, and Amicus is eligible to receive an additional US$ 150 million if
certain clinical and regulatory milestones are met for the three programs through approvals.
Amicus is also eligible to receive up to US$ 240 million in sales-based milestones, as well as
tiered double-digit royalties. Not including royalties and cost sharing, the deal is valued at up
to US$ 440 million.
John F. Crowley, Amicus’ President & CEO said:
“We are immensely pleased to enter into this partnership with Shire, which leverages both
companies’ unique experience and expertise in developing therapies for lysosomal storage disorders.
The combination of Amicus’ strong science foundation in
pharmacological chaperones and Shire’s proven track record in drug development and
commercialization will greatly enhance our efforts to bring these novel therapies to patients.”
Matthew Emmens, Shire’s CEO said:
“Amicus’ pharmacological chaperone products have the potential to be an excellent addition to our
current enzyme replacement therapy business. This technology should provide significant benefit to
patients with these serious genetic diseases.”
Amicus will lead worldwide development operations through the end of Phase 2 clinical trials. The
companies will share responsibility for Phase 3 clinical trial execution. This will leverage
Shire’s significant ex-US regulatory and clinical experience, as well as its commercial
infrastructure.
Sylvie Gregoire, President of Shire Human Genetic Therapies added:
“We are excited about this opportunity for Shire to expand its therapeutic platform beyond enzyme
replacement therapies for lysosomal storage disorders. We look forward to working closely with
Amicus on the development of these new therapies.”
John F. Crowley also noted that “this partnership is another step in Amicus’ evolution as a
biopharmaceutical company and it provides a significant validation of our platform technology for
the treatment of lysosomal storage disorders. The partnership will also enhance our ability to
rapidly advance our chaperone technologies to other diseases of misfolded or unstable proteins. It
is a huge step forward for us.”
Conference
Call
Amicus will host a conference call at 8 a.m. Eastern Time today to discuss the Amicus-Shire
agreement. To listen to the conference call, please dial: 800-829-9048 from the United States and
Canada or 913-312-9312 (International). A playback of the call will be available beginning today at
11:00 a.m. Eastern Time through November 18, and may be accessed by dialing: 888-203-1112 from the
United States and Canada or 719-457-0820 (International). The reservation number for the replay is
4235186.
About
Fabry Disease
Fabry disease is a lysosomal storage disorder caused by inherited genetic mutations in the GLA
gene, which result in deficient activity of the enzyme a-galactosidase A (a-GAL). Deficient a-GAL
activity leads to lysosomal accumulation of globotriaosylceramide (GL-3), which is believed to
cause the various symptoms of Fabry disease, including pain, kidney failure and increased risk of
heart attack and stroke. Fabry disease is estimated to affect approximately 5,000 to 10,000 people
in the developed world, but recent evidence suggests that the disease may be significantly under
diagnosed. The U.S. Food and Drug Administration’s Office of Orphan Products Development has
granted orphan designation for Amigal in the United States, and the European Commission has
designated Amigal as an orphan medicinal product in the European Union.
About
Gaucher Disease
Gaucher disease, the most commonly diagnosed lysosomal storage disorder, is caused by inherited
genetic mutations in the GBA gene, which result in deficient activity of the enzyme acid
beta-glucosidase, also known as glucocerebrosidase (GCase). Deficient GCase activity leads to
lysosomal accumulation of glucocerebroside inside certain cells, which is believed to cause the
various symptoms of Gaucher disease, including an enlarged liver and spleen, abnormally low levels
of red blood cells and platelets and skeletal complications. In some cases there is significant
impairment of the central nervous system. Gaucher disease affects an estimated 8,000 to 10,000
people worldwide. The U.S. Food and Drug Administration’s Office of Orphan Products Development has
granted orphan drug designation for the active ingredient in Plicera in the United States and the
European Commission has designated Plicera as an orphan medicinal product in the European Union.
About Pompe Disease
Pompe disease affects an estimated 5,000 to 10,000 patients worldwide and is clinically
heterogeneous in the age of onset, the extent of organ involvement, and the rate of progression.
The early onset form of the disease is the most severe, progresses most rapidly, and is
characterized by musculoskeletal, pulmonary, gastrointestinal, and cardiac symptoms that usually
lead to death from cardio-respiratory failure between 1 and 2 years of age. The late onset form of
the disease begins between childhood and adulthood and has a slower rate of progression that is
characterized by musculoskeletal and pulmonary symptoms that usually lead to progressive weakness
and respiratory insufficiency. The U.S. Food and Drug Administration’s Office of Orphan Products
Development has granted orphan drug designation for the active ingredient in AT2220 in the United
States.
About Amicus Therapeutics
Amicus Therapeutics is a biopharmaceutical company developing novel, oral therapeutics known as
pharmacological chaperones for the treatment of a range of human genetic diseases. Pharmacological
chaperone technology involves the use of small molecules that selectively bind to and stabilize
proteins in cells, leading to improved protein folding and trafficking, and increased activity.
Amicus is initially targeting lysosomal storage disorders, which are severe, chronic genetic
diseases with unmet medical needs. Amicus has two product candidates in Phase 2 clinical trials,
AmigalTM for the treatment of Fabry disease and PliceraTM for the treatment
of Gaucher disease. The Company is also conducting Phase 1 clinical trials of AT2220 for the
treatment of Pompe disease.
Forward-Looking Statements
Amicus cautions you that statements included in this press release that are not a description of
historical facts are “forward-looking statements” within the meaning of
Section 21E of the Private Securities Litigation Reform Act of 1995. Words such as, but not limited
to, “look forward to,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,”
“likely,” “will,” “would,” “should,” and “could,” and similar expressions or words identify
forward-looking statements. Such forward-looking statements are based upon current expectations
that involve risks, changes in circumstances, assumptions and uncertainties. The inclusion of
forward-looking statements should not be regarded
as a representation by Amicus that any of its
plans will be achieved. Any or all of the forward-looking statements in this press release may turn
out to be wrong. They can be affected by inaccurate assumptions Amicus might make or by known or
unknown risks and uncertainties. For example, with respect to statements regarding the potential
progress and results of clinical trials, actual results may differ materially from those set forth
in this release due to the risks and uncertainties inherent in the business of Amicus, including,
without limitation: the respective Phase 2 clinical trials for Amigal™ and Plicera™, and the Phase
1 clinical trial for AT2220 may not proceed in the timeframes or in the manner Amicus expects or at
all. Further, the results of earlier clinical trials may not be predictive of future results;
Amicus and its licensors may not be able to obtain, maintain and successfully enforce adequate
patent and other intellectual property protection of its product candidates; and other risks
detailed in the public filings of Amicus with the Securities and Exchange Commission. You are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date hereof. All forward-looking statements are qualified in their entirety by this cautionary
statement and Amicus undertakes no obligation to revise or update this news release to reflect
events or circumstances after the date hereof. This caution is made under the safe harbor
provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
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