CHIMERIX, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
Under the terms of the Purchase Agreement, the Company will receive
The closing of the Transaction is expected to occur as early as the second quarter of 2022 and is subject to the execution by the Company of the BARDA Contract, the satisfaction or waiver of the following other closing conditions: (i) the representations and warranties of the Company and the Purchaser contained in the Purchase Agreement being true and correct, subject to certain materiality standards; (ii) each of the Company and the Purchaser having performed and complied with their respective covenants in all material respects; (iii) the waiting period applicable to the consummation of the Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended having expired; (iv) the delivery of certain ancillary documents, including a transition services agreement and pre-novation agreement; (v) the receipt of any required consent from BARDA to enter into a pre-novation agreement with the Purchaser; (vi) no injunction or other final order preventing the consummation of the Transaction having been issued; (vii) and there having occurred no material adverse effect on the assets being sold in the Transaction.
Each of the Company and the Purchaser have made customary representations and warranties in the Purchase Agreement and have agreed to indemnify each other for any breach or inaccuracy of such party's representations and warranties, breaches of such party's covenants, assumed liabilities (in the case of the Purchaser) and excluded liabilities (in the case of the Company) and certain other matters, subject to certain customary survival periods, deductibles and caps.
Among other termination provisions, the Company and the Purchaser each have the
right to terminate the Purchaser Agreement, subject to certain limitations, if
the closing of the Transaction has not occurred by
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Forward-Looking Statements
The Company cautions you that statements included in this report that are not a
description of historical facts are forward-looking statements. Words such as
"anticipate," "expect," "intend," "plan," "believe," "seek," "estimate," "will,"
"should," "would," "could," "may" and similar expressions also identify
forward-looking statements. These forward-looking statements include, without
limitation, statements regarding the potential benefits of the Transaction to
the Company's operations and financial position, the parties' ability to
consummate the transactions contemplated under the Purchase Agreement,
satisfaction of conditions in connection with the Transaction, the parties'
ability to meet expectations regarding the timing and completion of the
Transaction, and the Company's expectations with regard to completion of, and
payments to be received from, the Transaction. The inclusion of forward-looking
statements should not be regarded as a representation by the Company that any of
these results will be achieved. Actual results may differ from those set forth
in this report due to the risks and uncertainties associated with market
conditions, the timing of the satisfaction of the obligations under the Purchase
Agreement, if at all, as well as risks and uncertainties inherent in the
Company's business, including those described in the Company's other filings
with the
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statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. Description
2.1*+ Asset Purchase Agreement, dated May 15, 2022 , by and between the Company
and Emergent BioSolutions Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Schedules and exhibits to the Purchase Agreement have been omitted pursuant to
Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit
will be furnished to the
+ Certain portions of this exhibit (indicated by "[***]") have been omitted because the Company has determined that the information is not material and would likely cause competitive harm to the Company if publicly disclosed.
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