Medivir AB (OM:MVIR B) entered into a definitive asset purchase agreement to acquire substantially all the assets of TetraLogic Pharmaceuticals Corporation (NasdaqGM:TLOG) for approximately $200 million on November 2, 2016. Out of total consideration, $12 million will be paid in cash on completion and $153 million will be paid as additional milestone payments. Additionally, TetraLogic Pharmaceuticals will be entitled to 5% of annual net sales from $0 to $500 million, 7.5% of annual net sales from $500 million to $1 billion, and 10% of annual net sales above $1 billion.

In case of termination, TetraLogic will pay a termination fee of $1.3 million to Medivir. As a result of the transaction, TetraLogic Pharmaceuticals will be terminating all remaining employees including its Chief Executive Officer, Chief Financial Officer and its General Counsel, with all terminations expected to be completed no later than December 1, 2016. The transaction is subject to confirmation by MSD of agreement transfer to Medivir, the consent of the TetraLogic senior noteholders, consent of certain third parties, government approval, approval of the Tetralogic shareholders and other customary closing conditions.

The Board of TetraLogic Pharmaceuticals unanimously approved the transaction. The deal is expected to close by end of fourth quarter of 2016. TetraLogic Pharmaceuticals will use the proceeds to partially redeem our 8% convertible 8% notes due 2019 and pay certain clinical trial expenses.

Mark S. Kaduboski of Wiggin and Dana LLP acted as the legal advisor for Medivir AB. Ernst & Young Corporate Finance AB acted as financial advisor and Ernst & Young AB acted as accountant to Medivir AB.