Vaxcyte Inc.
09/30/2025 | Press release | Distributed by Public on 09/30/2025 07:07
Material Agreement (Form 8-K)
| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 24, 2025 (the "Effective Date"), Vaxcyte, Inc. (the "Company") entered into a Master Services Agreement (the "Agreement") with Patheon Manufacturing Services LLC ("Patheon"), part of Thermo Fisher Scientific. Under the Agreement, Patheon will formulate, fill, inspect, package, label, test, manufacture and supply drug product for the Company at Patheon's facility in Greenville, North Carolina.
Pursuant to the Agreement, the Company has agreed to order from Patheon certain binding minimum amounts of drug product based on certain binding forecast periods at certain established prices, which prices may be subject to adjustment. Pursuant to the Agreement, the Company shall also pay Patheon for certain technology transfer activities and reimburse Patheon for certain out-of-pocket capital expenditures.
The Agreement has an initial term of 15 years from the Effective Date and will automatically renew for additional three-year periods unless either party provides notice of non-renewal before the end of the then existing term, subject to completion of ongoing services. The Company may terminate the Agreement for convenience upon prior written notice or upon the occurrence of certain customary conditions. Either party may terminate the Agreement if (i) there are certain uncured legal or regulatory violations by the other party; (ii) the other party is subject to any insolvency event, declares bankruptcy, or undergoes similar proceedings; or (iii) there is any uncured material breach of the Agreement by the other party. The parties may also mutually agree to terminate the Agreement for any reason. If the Agreement is terminated by the Company for (i) convenience and not for cause, the Company shall pay Patheon the greater of a fixed dollar amount in the mid-eight-figures and an amount based on the then-current binding forecast, plus certain capital expenditure commitments; or (ii) Program Failure (as defined in the Agreement), the Company shall pay Patheon certain agreed upon amounts based on a formula.
The Agreement also contains customary provisions relating to, among other things, representations, warranties, limitations of liabilities, confidentiality and indemnity obligations.
The foregoing description of the terms of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the complete text of the Agreement, which will be filed with the Securities and Exchange Commission as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
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