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boston745

07/28/17 5:23 PM

#9589 RE: stealthways #9579

My contention comes from this from 2015:

SALT LAKE CITY, July 23, 2015 (GLOBE NEWSWIRE) -- Amedica Corporation (Nasdaq:AMDA), a biomaterial company that has developed silicon nitride ceramics as a material platform to manufacture and commercialize orthopedic implants, is pleased to announce that it has signed an original equipment manufacturer (OEM) letter of intent supply agreement with a leading orthopedic device design and manufacturing company.



Amedica Corporation Signs Additional OEM Letter of Intent Supply Agreement

July 22, 2015 - Word on the street is a merger/buyout with Amedica....any info or thoughts?

Obviously some random post on the internet means little by itself. BUT, the proximity of the post to the Letter of Intent announcement 1 day later is what increases the validity of this post. I really wish i would have known about this 2 years ago.
The post suggests someone got wind of the LOI agreement between Zimmer & Amedica and thought it was a merger. Well looking into LOI agreements, they are usually precursors to asset acquisitions/buy-outs/Mergers, so off in their contention just timing. In addition LOI's often include NDAs & milestone payments. Without access to the actual terms of the LOI there is no way to know for certain obviously.

Example:

Gilead arises from a merger by which Gilead Sciences, Inc. acquired Calistoga Pharmaceuticals, Inc. in 2011. The parties agreed to certain milestone payments based on triggers specified in their merger agreement. One drug in development at the time of the transaction was CAL-101. The parties agreed that a trigger for a milestone payment of $50 million would be "the receipt of Regulatory Approval of CAL-101 in the United States or European Union, whichever occurs first, as a first-line drug treatment (i.e., a treatment for patients that have not previously undergone systemic drug therapy therefor) for a hematologic cancer indication." The European Commission approved CAL-101 in September 2014 "for patients with chronic lymphocytic leukemia (CLL) in the presence of genetic abnormality known as 17p deletion or TP53 mutation who are immune to chemo-immunotherapy." The issue in Gilead was whether that approval triggered the milestone payment and its resolution depended on the meaning of "Indication."



Court Gives Great Weight to Pre-Merger Negotiations in Interpreting an Ambiguous Contract

For those unfamilar with the source of this particular conversation, you can find it on Zimmer's recent financials linked below:


Zimmer Biomet Reports Second Quarter 2017 Financial Results

Point of Reference, Zimmer hasnt done a R&D agreement based payment since Q1 2014.


Zimmer 2016 10K pg 43