Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 8.01 of this Current Report on Form8-K regarding entry into the Option Agreement, Arvinas IP Contribution Agreement and Investor Agreement are incorporated by reference into this Item 1.01.
Item 8.01 Other Events
As previously announced, on June 3, 2019, Arvinas, Inc. (together with its controlled affiliates, “Arvinas”) and Bayer AG (together with its controlled affiliates, “Bayer”), directly or through one or more wholly owned subsidiaries, entered into a Collaboration and License Agreement, a Commitment Agreement relating to the formation of a joint venture, and a Stock Purchase Agreement (the “Initial Agreements”).
On July 15, 2019, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired with respect to the reportable transactions contemplated by the Initial Agreements (the “HSR termination”). As a result of the HSR termination and satisfaction of the other closing conditions described in the Initial Agreements, on July 16, 2019 (the “Closing Date”), the Collaboration Agreement became effective and the parties proceeded to consummate the formation of the joint venture as contemplated by the Commitment Agreement. On the Closing Date, the joint venture entity (the “JV Entity”) received the first $16.0 million of Bayer’s $56.0 million total cash commitment to the JV Entity, and Arvinas, Bayer and the JV Entity (as applicable) entered into the other agreements contemplated by the Commitment Agreement, including an Option Agreement and Arvinas IP Contribution Agreement, in each case on the terms previously disclosed in that certain Current Report on Form8-K filed by Arvinas on June 4, 2019 (the “Signing8-K”). Pursuant to the terms of the Collaboration Agreement, Arvinas expects to receive the aggregate upfront payment of $17.5 million, plus an additional $1.5 million in research funding payments, within 30 days following Bayer’s receipt of an invoice therefor following the Closing Date.
In addition, on the Closing Date, Arvinas issued and sold to Bayer 1,346,313 shares of the Company’s common stock at a price of $24.14 per share, for an aggregate purchase price of approximately $32.5 million, pursuant to the Stock Purchase Agreement. In connection with such stock issuance, Bayer and Arvinas entered into the Investor Agreement on the terms previously disclosed in the Signing8-K.
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