Item 8.01 Other Event.
As previously disclosed, on
Under the Asset Purchase Agreement and a Share Purchase Agreement entered into by Fusion and Ipsen concurrently with the Asset Purchase Agreement, at the closing Fusion issued to Ipsen 600,000 shares of its common stock, representing the initial purchase price of 400,000 shares and an additional 200,000 shares issuable due to the achievement of a patent-related milestone which occurred prior to the closing, and paid €0.7 million in cash for existing inventory of IPN-1087. As previously disclosed, Fusion will also be obligated to pay Ipsen up to an additional €67.5 million upon the achievement of certain development and regulatory milestones; low single digit royalties on potential future net sales; and up to €350.0 million in net sales milestones, in each case, relating to products covered by the Asset Purchase Agreement.
The description of the Asset Purchase Agreement and the transactions
contemplated thereby contained herein does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Asset
Purchase Agreement, a copy of which was filed with the
Item 7.01 Regulation FD Disclosure.
On
The information set forth in this Item 7.01 is "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 †* Asset Purchase Agreement by and betweenFusion Pharmaceuticals Inc.
and Ipsen Pharma SAS, datedMarch 1, 2021 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed onMarch 2, 2021 (File No. 001-39344) and incorporated herein by reference) 99.1 Press Release, datedApril 1, 2021
† Portions of this exhibit (indicated by asterisks) were omitted in accordance
with the rules of the
* Schedules to the Asset Purchase Agreement have been omitted pursuant to Item
601(b)(2) of Regulation S-K. The registrant will furnish copies of any such
schedules to the
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