Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
In connection with the previously announced execution of the definitive
Agreement and Plan of Merger (the "Merger Agreement") by and among Viela
Bio, Inc., a Delaware corporation (the "Company"), Horizon Therapeutics
USA, Inc., a Delaware corporation ("Parent"), Teiripic Merger Sub, Inc., a
Delaware corporation and a direct wholly owned subsidiary of Parent and solely
for purposes of Sections 6.7 and 9.12 of the Merger Agreement, Horizon
Therapeutics plc, a public limited company organized under the laws of Ireland,
on February 27, 2021, Zhengbin (Bing) Yao, Ph.D., Chairman, President and Chief
Executive Officer of the Company, entered into a consulting agreement (the
"Consulting Agreement") with Parent. All of the terms of the Consulting
Agreement are contingent upon and effective as of the closing of the
transactions contemplated by the Merger Agreement (the "Effective Date").
Pursuant to the Consulting Agreement, Dr. Yao will support Parent's research and
development programs and the integration of the Company into Parent. Parent will
pay Dr. Yao a monthly consulting fee of $50,000 and will reimburse him for
travel expenses he incurs in connection with providing his services. The
Consulting Agreement provides for a 12-month term commencing on the Effective
Date and continuing through the first anniversary of the Effective Date, subject
to earlier termination for convenience or breach.
The foregoing description of the Consulting Agreement does not purport to be
complete and is qualified in its entirety by reference to such Consulting
Agreement, which is attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Consulting Agreement by and between Horizon Therapeutics USA, Inc.
and Zhengbin (Bing) Yao, Ph.D., dated as of February 27, 2021.
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