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ALIMERA SCIENCES INC Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

The following discussion and analysis should be read in conjunction with our
unaudited interim condensed consolidated financial statements and the related
notes (Interim Financial Statements) that appear elsewhere in this quarterly
report on Form 10-Q. This discussion contains forward-looking statements
reflecting our current expectations that involve risks and uncertainties. Actual
results may differ materially from those discussed in these forward-looking
statements due to a number of factors. For further information regarding
forward-looking statements, please refer to the “Special Note Regarding
Forward-Looking Statements and Projections” immediately after the index to this
report above.

Overview

Alimera Sciences, Inc., and its subsidiaries (we, our or us), is a
pharmaceutical company that specializes in the commercialization and development
of prescription ophthalmic pharmaceuticals. We focus on diseases affecting the
back of the eye, or retina, because we believe these diseases are not well
treated with current therapies and affect millions of people globally. Our only
product is ILUVIEN®, which has received marketing authorization and
reimbursement in numerous countries for the treatment of DME. In the U.S. and
certain other countries outside Europe, ILUVIEN is indicated for the treatment
of DME in patients who have been previously treated with a course of
corticosteroids and did not have a clinically significant rise in intraocular
pressure. In 17 countries in Europe, ILUVIEN is indicated for the treatment of
vision impairment associated with chronic DME considered insufficiently
responsive to available therapies. ILUVIEN is also now indicated in 17 countries
in Europe for prevention of relapse in recurrent non-infectious uveitis
affecting the posterior segment of the eye (NIU-PS).

We market ILUVIEN directly in the U.S., Germany, the U.K., Portugal and Ireland,
and have made ILUVIEN available in the Nordic Region (Denmark, Finland, Norway
and Sweden) with the support of an exclusive wholesaler. In addition, we have
entered into various agreements under which distributors are providing or will
provide regulatory, reimbursement and sales and marketing support for ILUVIEN in
Austria, Belgium, the Czech Republic, France, Italy, Luxembourg, the
Netherlands
, Spain, Australia, New Zealand and several countries in the Middle
East
. In addition, we have granted an exclusive license to Ocumension
Therapeutics for the development and commercialization of our 0.19mg
fluocinolone acetonide intravitreal implant in China, East Asia and the Western
Pacific.

Where We Market ILUVIEN to Treat Diabetic Macular Edema (DME)

ILUVIEN has received marketing authorization for the use of ILUVIEN to treat DME
for the indications and in the countries shown in the following table:

                                                        Countries
                                                      Where ILUVIEN
                                 Countries                 Has          Countries Where
                             Where ILUVIEN Has           Received          ILUVIEN is
                            Received Marketing        Reimbursement        Currently
  Indication for the           Authorization           Approval to         Available
   Treatment of DME            to Treat DME             Treat DME         to Treat DME
Treatment of DME in               U.S., Australia,   U.S., Kuwait,      U.S., Kuwait,
patients who have been            Canada, Kuwait,    Lebanon and the    Lebanon and the
previously treated                Lebanon and the    United Arab        United Arab
with a course of                  United Arab        Emirates           Emirates
corticosteroids and               Emirates
did not have a
clinically significant
rise in intraocular
pressure
Treatment of vision               The United         The U.K.,          The U.K.,
impairment associated             Kingdom (U.K.),    Belgium,           Belgium,
with chronic DME                  Germany, France,   Germany, France,   Germany, France,
considered                        Italy, Spain,      Italy, Spain,      Italy, Spain,
insufficiently                    Portugal,          Portugal,          Portugal,
responsive to                     Ireland,           Ireland,           Ireland,
available therapies               Austria,           Luxembourg and     Austria,
                                  Belgium,           the Netherlands    Luxembourg,
                                  Denmark, Norway,                      Denmark, Norway,
                                  Finland, Sweden,                      Finland, Sweden
                                  Poland, Czech                         and the
                                  Republic, the                         Netherlands
                                  Netherlands and
                                  Luxembourg




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Where We Market ILUVIEN to Treat Recurrent Non-Infectious Uveitis Affecting the
Posterior Segment of the Eye (NIU-PS)

ILUVIEN has received marketing authorization for the use of ILUVIEN to treat
NIU-PS for the indications and in the countries shown in the following table:

                                Countries           Countries
                            Where ILUVIEN Has   Where ILUVIEN Has    Countries Where
                                Received            Received           ILUVIEN is
                                Marketing         Reimbursement         Currently
    Indication for the        Authorization     Approval to Treat       Marketed
   Treatment of NIU-PS       to Treat NIU-PS         NIU-PS          to Treat NIU-PS
 The prevention of          The U.K.,           The U.K.,           The U.K. Austria,
 relapse in recurrent       Germany, France,    Germany, Ireland    Belgium, Germany,
 NIU-PS                     Spain, Portugal,    (private sector),   Ireland,
                            Ireland, Austria,   Spain, Luxembourg   Luxembourg,
                            Belgium, Denmark,   and the             Denmark, Norway,
                            Norway, Finland,    Netherlands         Sweden, Finland
                            Sweden, Poland,                         and the
                            Czech Republic,                         Netherlands
                            the Netherlands
                            and Luxembourg

We launched ILUVIEN for the NIU-PS indication in Germany and the U.K. during the
third quarter of 2019, the Netherlands during the fourth quarter of 2020 and
Luxembourg in the first quarter of 2021. In addition, we secured reimbursement
of ILUVIEN for NIU-PS with the major private insurers in Ireland in the first
quarter of 2021.

ILUVIEN became commercially available in Finland and Denmark during the first
quarter of 2021, in Norway and Sweden during the second quarter of 2021. ILUVIEN
is currently commercialized across the Nordic Region through a direct commercial
team and our contracted wholesaler partner.

We signed an agreement on August 4, 2021 with Tanner Pharma to make ILUVIEN
accessible to doctors wishing to use it on a named-patient basis in territories
where ILUVIEN is not licensed or commercialized while ensuring compliance with
regulations.

The COVID-19 Pandemic and Our Steps to Address its Effects on Our Business

The unprecedented events of the COVID-19 pandemic, and its unpredictable
duration, in the regions where we have customers, employees and distributors
have had an adverse effect on our sales of ILUVIEN and thus on our net revenues,
liquidity and financial condition. These adverse effects of the pandemic on us
have resulted from the following, among other factors:


•Limitations imposed by governments and private parties on in-person access to
physicians have adversely affected us in certain countries where ILUVIEN is
currently marketed and may again do so if reimposed where they have been lifted.
•Patients' concerns about their personal health during the COVID-19 pandemic
have also negatively affected our business. Many DME patients have been hesitant
or even unwilling to visit their physicians in person (even if otherwise
permitted) for fear of contracting the COVID-19 coronavirus.
•Limitations on travel curtailed our in-person marketing activities, and may
again do so if reimposed.
•As physicians gain increased access to patients as a result of the lifting of
limitations in the U.K. and in Europe, they may give a higher priority to
patients with acute illnesses before treating patients with chronic illnesses
such as DME, thereby reducing or delaying the number of ILUVIEN treatments that
might otherwise have been performed.
•SARS-CoV-2 variants such as Delta and Omicron have emerged and may again
emerge, with unpredictable effects on our business.

These factors may continue to adversely impact our revenue in affected markets
and our capital resources, although the extent and duration of that impact is
currently uncertain. (Please refer to “Special Note Regarding Forward-Looking
Statements and Projections” above.)

In response to these developments, we have implemented measures to mitigate the
impact of the pandemic on our financial position and operations. We are
continuing to monitor the effects of the SARS-CoV-2 variants and to increase our
engagement with our customers to mitigate any anticipated loss of revenue in
those markets that may be affected.

For more information about the effect of the COVID-19 pandemic on our business
and the related risks we face, please see Part I, Item 1A, “Risk Factors – Risks
Related to the Public Health Pandemic,” in the 2021 Form 10-K.

Transactions with Ocumension Therapeutics




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On April 14, 2021, we entered into a transaction with Ocumension Therapeutics,
incorporated in the Cayman Islands with limited liability (Ocumension), or one
of its affiliates. In the Ocumension transaction, we received a total of
$20.0 million in cash under two agreements:

•a Share Purchase Agreement with Ocumension, pursuant to which we offered and
sold to Ocumension 1,144,945 shares of our common stock at a purchase price of
$8.734044 per share, or $10.0 million in total; and
•an Exclusive License Agreement (the Ocumension License Agreement) with a wholly
owned subsidiary of Ocumension, pursuant to which we granted an exclusive
license for the development and commercialization of our 190 microgram
fluocinolone acetonide intravitreal implant in applicator under Ocumension’s own
branded label in China, East Asia, and the Western Pacific, in exchange for a
nonrefundable upfront payment of $10.0 million and aggregated potential sales
milestone payments of up to $89.0 million upon achievement by the Ocumension
subsidiary of specified amounts of net sales of the licensed product in in the
future. We recognized $11.0 million in license revenue from the Ocumension
transaction (including the value of a warrant subscription agreement, which we
received as consideration, to purchase 1,000,000 shares of Ocumension
Therapeutics during a period of four years), in accordance with Accounting
Standards Codification (ASC) 606, Revenue from Contracts with Customers, with
the remaining approximate $300,000 in consideration received classified as
deferred revenue that will be recognized over the remaining term of the license
agreement once Ocumension begins to sell products. Revenue from the Ocumension
License Agreement is included within net revenue in the accompanying condensed
consolidated statements of operations.

For more information about the Ocumension transaction, see Notes 9 and 16 in the
Interim Financial Statements and our Current Report on Form 8-K filed with the
SEC on April 14, 2021.

Sources of Revenues

Our revenues for the three months ended June 30, 2022 and 2021 were generated
from product sales primarily in the U.S., Germany and the U.K. In the U.S., two
large pharmaceutical distributors accounted for 61% and 54% of our consolidated
product revenues for the three months ended June 30, 2022 and 2021,
respectively, and 60% and 52% of our consolidated product revenues for the six
months ended June 30, 2022 and 2021, respectively. These U.S.-based distributors
purchase ILUVIEN from us, maintain inventories of ILUVIEN and sell downstream to
physician offices, pharmacies and hospitals. Internationally, in countries where
we sell direct, our customers are hospitals, clinics and pharmacies. We
sometimes refer to physician offices, pharmacies, hospitals and clinics as end
users. In international countries where we sell to distributors, these
distributors maintain inventory levels of ILUVIEN for sale to their customers.

License Agreement with EyePoint Pharmaceuticals US, Inc.

Under the July 2017 New Collaboration Agreement with EyePoint Pharmaceuticals
US, Inc.
(EyePoint), we have rights to the technology underlying ILUVIEN for the
treatment of (a) human eye diseases, including uveitis, in Europe, the Middle
East
, and Africa, and (b) human eye diseases other than uveitis worldwide.
During each of the three and six months ended June 30, 2022 and 2021, our net
royalty expense payable to EyePoint was 5.2%. We will pay an additional 2%
royalty on future global net revenues and other related consideration in excess
of $75.0 million in any year. (For more information about our agreement with
EyePoint, including how we calculate the royalty percentages we are required to
pay, see Note 9 in the Interim Financial Statements.)


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