Item 1.01. Entry Into a Material Definitive Agreement.
Amendment to Collaboration Agreement
On
May 23, 2016, Proteostasis Therapeutics, Inc. (the Company) entered into a fourth amendment (the Amendment), effective as of January 31, 2016 (the Effective Date), by and between the Company and Astellas
Pharma Inc. (Astellas), to the Collaboration and License Agreement, dated November 4, 2014 and subsequently amended on May 1, 2015, August 5, 2015, and December 1, 2015, by and between the Company and Astellas.
The Amendment provides for the Company to conduct certain additional experiments approved by a joint review committee (the
Additional Experiments). Pursuant to the terms of the Amendment, the first $1,000,000 needed to fund the Additional Experiments is to be borne by Astellas and the Company is responsible for any additional costs. The Amendment also
extends the deadline for Astellas to determine whether to continue funding certain ongoing projects until July 31, 2016 (the Deadline). In addition, the Amendment suspends Astellas obligation to pay for certain personnel and
other research expenses during the period from the Effective Date through the Deadline.
Consulting Agreement
On May 25, 2016, the Company entered into a letter agreement (the Agreement) with Stelios Papadopoulos pursuant to which the
Company engaged Dr. Papadopoulos to serve as a consultant to the Company. Under the terms of the Agreement, Dr. Papadopoulos, an industry expert and advisor to the board of directors of the Company, agreed to provide ongoing consulting
services to the Company. The term of the Agreement ends on April 1, 2019 unless earlier terminated by either party (the Term).
Pursuant to the terms of the Agreement, Dr. Papadopoulos is entitled to receive a consulting fee of up to $2,520,000 (the Total
Retainer), to be paid in equal installments of $210,000 per quarter (each a Quarterly Installment). Each Quarterly Installment is payable, in the Companys sole discretion, (i) in cash, or (ii) in shares of Company
common stock, or (iii) by any combination of the foregoing.
In addition, if during the Term or the twelve (12) month period
following the Term, the Company enters into a consolidation, merger, business combination, reorganization, restructuring or similar transaction (each a Transaction) or a definitive agreement pursuant to which a Transaction will be
consummated, following the closing of any such Transaction, Dr. Papadopoulos will receive a fee equal to one percent (1%) of the aggregate value of such Transaction. In the event a Transaction is consummated during the Term of the
Agreement, Dr. Papadopoulos is also entitled to receive the unpaid portion of the Total Retainer.
The foregoing descriptions of the
Amendment, the Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements, copies of which are filed herewith as exhibits 10.1 and 10.2,
respectively.