Emergent BioSolutions Inc. (NYSE:EBS) entered into an agreement to acquire Exclusive Worldwide Rights to Brincidofovir, Including TEMBEXA® from Chimerix, Inc. (NasdaqGM:CMRX) for approximately $340 million on May 15, 2022. Under the terms of the agreement with Emergent, Chimerix will receive $225 million upon closing of the transaction plus up to $100 million in up to four $25 million milestone payments. Each milestone payment is contingent upon the exercise of future BARDA procurement options of TEMBEXA following the base period. The closing payment and the milestone payments may be adjusted based on actual procurement value. Chimerix is also eligible to receive up to $12.5 million in regulatory milestones associated with the SymBio Pharmaceuticals Ltd. brincidofovir partnership to be assumed by Emergent. Chimerix may also earn a 20% royalty on future gross profit of TEMBEXA in the United States associated with volumes above 1.7 million treatment courses of therapy during the exclusivity period of TEMBEXA. Outside of the United States, the agreement also allows Chimerix to earn a 15% royalty on all gross profit associated with TEMBEXA sales during the exclusivity period of TEMBEXA on a market-to-market basis. The transaction will be funded with Emergent's currently available funds. The transaction is subjected to the satisfaction or waiver of customary conditions, approval from BARDA and the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act). On July 29, 2022, the waiting period expired under the HSR Act in connection with the Transaction without further action by antitrust authorities. This satisfies the closing condition related to U.S. antitrust clearance of the Transaction. The companies expect the transaction to close as early as the second quarter of 2022. Centerview Partners LLC acted as financial advisor and Jason Kent and Ian Nussbaum of Cooley LLP acted as legal counsel to Chimerix. Todd Overman and John Fuller of Bass, Berry & Sims PLC acted as legal counsel to Emergent BioSolutions. As of August 3, 2022, the transaction is anticipate to close in third quarter 2022.

Emergent BioSolutions Inc. (NYSE:EBS) completed the acquisition of Exclusive Worldwide Rights to Brincidofovir, Including TEMBEXA® from Chimerix, Inc. (NasdaqGM:CMRX) on September 26, 2022. Based on the terms of the final BARDA agreement, Emergent is expected to pay Chimerix: An upfront payment of $238 million; Potential milestone payments of up to $124 million contingent on the potential exercise by the U.S. government of procurement options following the base period; 15% royalty on gross profit from sales of TEMBEXA outside the U.S.; 20% royalty on gross profit from sales of TEMBEXA in the U.S. that are in excess of the 1.7 million treatment courses as contemplated in the existing BARDA contract; and Up to an additional $12.5 million upon achievement of certain development-based milestones.