Exclusivity. During the term of the Collaboration Agreement, neither party nor any of its respective affiliates is permitted outside of the Collaboration Agreement to directly or indirectly develop, manufacture, conduct medical affairs activities or commercialize certain products in specified indications, or enter into agreements or arrangements with third parties to perform any of the above activities.
Termination. Unless earlier terminated, the Collaboration Agreement expires on a Licensed Product-by-Licensed Product and country-by-country basis on the later of (i) in the Biogen Territory, the expiration of the royalty term for such Licensed Product in such country or (ii) in the Profit-Share Territory, until the parties agree to permanently stop commercializing such Licensed Product. Biogen may terminate the Collaboration Agreement for convenience in its entirety or on a Product Class-by-Product Class basis or as to a region by providing advance written notice. Either party may terminate the Collaboration Agreement (i) in the event of a material breach in whole or in part, subject to a cure period and (ii) in the event of the insolvency of the other party, in each case subject to specified conditions.
The foregoing description of the terms of the Collaboration Agreement is qualified in its entirety by reference to the full text of the Collaboration Agreement, a copy of which the Company intends to file with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2020 (the “2020 Annual Report”).
Stock Purchase Agreement
In connection with the execution of the Collaboration Agreement, BIMA and the Company also entered into a stock purchase agreement (the “Stock Purchase Agreement”) on the Agreement Date for the sale and issuance of 6,241,473 shares of common stock (the “Shares”) to BIMA at a price of $104.14 per share, a premium of 40% over the volume-weighted average share price for the 30 days ending on the day prior to the Agreement Date, for an aggregate purchase price of $650.0 million.
The consummation of the transactions contemplated by the Stock Purchase Agreement is subject to the parties’ obtaining HSR Clearance, the Collaboration Agreement remaining in full force and effect, and the satisfaction or waiver of other customary closing conditions. The Company has agreed to grant BIMA specified demand and piggyback registration rights with respect to the Shares.
The Stock Purchase Agreement also includes standstill provisions, lock-up restrictions and a voting agreement with respect to the Shares. Pursuant to the terms of the Stock Purchase Agreement, BIMA has agreed not to, and to cause its affiliates not to, directly or indirectly acquire securities of the Company, seek or propose a tender or exchange offer or merger between the parties, solicit proxies or consents with respect to any matter, or undertake other specified actions, in each case subject to specified conditions. The standstill restrictions terminate on the earliest of (i) a specified regulatory milestone under the Collaboration Agreement, (ii) the date one year following the termination of the Collaboration Agreement and (iii) the seventh anniversary of the Effective Date.
BIMA has also agreed not to, and to cause its affiliates not to, sell or transfer any of the Shares for a period of eighteen months and to limit sales and transfers of the Shares for an additional eighteen month period, in each case subject to specified conditions and exceptions.
The foregoing description of the terms of the Stock Purchase Agreement is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which the Company intends to file with the SEC as an exhibit to the Company’s 2020 Annual Report.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 above under the caption “Stock Purchase Agreement” is incorporated herein by reference. The Company expects the Shares to be issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated under the Securities Act.
