- BELLUS to own 100% of BLU-5937 and related P2X3 antagonists intellectual property with no future payments due -
- 4.77 million
As part of the Transaction, the parties have agreed to terminate, effective as of the Closing Date, the 2017 license agreement pursuant to which the Company has exclusive rights to develop and commercialize the BLU-5937 Assets (the “License Agreement”). Tiered royalty obligations of 3% to 5%, and a 10% revenue share of any M&A or partnership payments that would have been otherwise owed to adMare under and subject to the License Agreement are to be extinguished. Upon completion of the Transaction,
In consideration of the foregoing, the Company will issue to adMare and
“This agreement gives BELLUS complete ownership of the rights to BLU-5937 and related P2X3 antagonists, eliminating any future financial obligations for our compound and allowing our shareholders to realize its full value,” said
The Transaction is expected to close on or about
In order to qualify and register the issuance of the Common Shares to the Holders, the Company has filed a prospectus supplement (the “Prospectus Supplement”) to its base shelf prospectus dated
Under certain “lock-up” arrangements entered into in connection with the Transaction, each Holder has agreed not to transfer or sell, directly or indirectly, any of the Common Shares, subject to certain exceptions, including each Holder’s right to sell or transfer: (i) up to 10% of the Common Shares on or after the Closing Date; (ii) up to an additional 20% of the Common Shares on or after the date that is 30 days following the Closing Date; (iii) up to an additional 20% of the Common Shares on or after the date that is 60 days following the Closing Date; and (iv) the remaining number of Common Shares on or after the earlier of the date of announcement of Phase 2 topline data for BLU-5937 and
Dr.
No regulatory authority has either approved or disapproved the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
About
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release may constitute “forward-looking statements” within the meaning of applicable securities laws. Such statements, based as they are on the current expectations of management, inherently involve numerous important risks, uncertainties and assumptions, known and unknown. In this news release, such forward-looking statements relate, but are not limited to, the anticipated timing for the closing of the Transaction, the parties’ ability to satisfy closing conditions of the Transaction and the anticipated benefits for BELLUS Health’s shareholders. Risk factors that may affect such forward-looking statements include but are not limited to: the ability to expand and develop its project pipeline, the ability to obtain adequate financing, the impact of general economic conditions, general conditions in the pharmaceutical industry, the impact of the COVID-19 pandemic on its operations, changes in the regulatory environment in the jurisdictions in which
View source version on businesswire.com: https://www.businesswire.com/news/home/20200323005304/en/
Vice President, Finance
450-680-4525
fdesjardins@bellushealth.com
Director, Investor Relations and Communications
917-828-0414
danny@bellushealth.com
Source:
François Desjardins
Vice President, Finance
450-680-4525
fdesjardins@bellushealth.com
Danny Matthews
Director, Investor Relations and Communications
917-828-0414
danny@bellushealth.com