EMERGENT BIOSOLUTIONS INC. Item 1.01 Entry into a Material Definitive Agreement.
On
Under the terms of the Purchase Agreement, the Company will pay
The Seller may also earn a 20% royalty on future gross profit of TEMBEXA in
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 Seller of the BARDA Contract, the satisfaction or waiver of the following other closing conditions: (i) the representations and warranties of the Company and the Seller contained in the Purchase Agreement being true and correct, subject to certain materiality standards; (ii) each of the Company and the Seller 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 Company; (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 Seller 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 Company) and excluded liabilities (in the case of the Seller) and certain other matters, subject to certain customary survival periods, deductibles and caps.
Among other termination provisions, the Company and the Seller each have the
right to terminate the Purchase 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 hereto and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K (this "Current Report") includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact, including statements regarding the timing and ability of Seller to secure the anticipated BARDA Contract; the parties' ability to consummate the Transaction 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 any other statements containing the words "believes," "expects," "anticipates," "intends," "plans," "estimates" and similar expressions, are forward-looking statements. These forward-looking statements are based on the Company's current intentions, beliefs and expectations regarding future events. The Company cannot guarantee that any forward-looking statement will be accurate. The reader should realize that if underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could differ materially from expectations. The reader is, therefore, cautioned not to place undue reliance on any forward-looking statement. Any forward-looking statement speaks only as of the date of this Current Report, and, except as required by law, the Company does not undertake to update any forward-looking statement to reflect new information, events or circumstances.
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There are a number of important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements,
including, but not limited to, uncertainties as to the satisfaction of the
closing conditions with respect to the Transaction; the potential inability of
Seller to secure the anticipated BARDA Contract; the timing and volume of
deliveries and exercise of options under the BARDA Contract; and, following
award of the BARDA Contract, the ability of the parties to novate it to the
Company. The reader should consider this cautionary statement, as well as the
risk factors identified in the Company's periodic reports filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2*+ Asset Purchase Agreement, datedMay 15, 2022 , by and between Chimerix, Inc. and the Company. Cover Page Interactive Data File (embedded within the Inline XBRL 104 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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