DGAP-Adhoc
PAION GRANTS COSMO PHARMACEUTICALS REMIMAZOLAM LICENSE IN THE U.S. AND COSMO BECOMES LARGEST SHAREHOLDER OF PAION AG
PAION AG / Key word(s): Contract
24.06.2016 19:26
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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PAION GRANTS COSMO PHARMACEUTICALS REMIMAZOLAM LICENSE IN THE U.S. AND
COSMO BECOMES LARGEST SHAREHOLDER OF PAION AG
- Cosmo to make EUR 10 million upfront license fee payment to PAION
- PAION entitled to receive up to EUR 42.5 million in milestone payments
and significant double-digit tiered royalties
- PAION resolves issuance of 5,064,194 new shares to a subsidiary of
Cosmo by way of a private placement and receives EUR 9.6 million
Aachen (Germany), 24 June 2016 - Today, PAION AG, a specialty pharma
company (ISIN DE000A0B65S3; Frankfurt Stock Exchange Prime Standard: PA8),
and Cosmo Technologies Ltd., a subsidiary of Cosmo Pharmaceuticals N.V.,
("Cosmo") entered into a license agreement for remimazolam. The agreement
grants Cosmo Technologies Ltd. an exclusive license for the development and
commercialization of PAION's lead drug candidate, remimazolam, in the
territory of the United States.
Under the license agreement, PAION will receive a EUR 10 million upfront
licence fee payment. In addition, PAION is entitled to receive additional
payments of up to EUR 42.5 million contingent upon certain milestones
related to the U.S. regulatory approval process and, upon commercialization
of remimazolam in the U.S., following regulatory approval, tiered royalties
on net sales in the U.S. ranging from 20% to 25%, which may be adjusted
under certain conditions but not to below 15% of net sales.
Under the terms of the license agreement, Cosmo has the right to further
develop and commercialize remimazolam in the U.S., while bearing all future
associated costs for market authorization and distribution. However, PAION
will be responsible for and bear the cost associated with the completion of
the ongoing U.S. trials in procedural sedation.
At the same time, Granell Strategic Investment Fund Limited ("Granell"),
another subsidiary of Cosmo, entered into an investment agreement with
PAION AG, pursuant to which it has committed to invest EUR 10 million in
shares of PAION AG. In this context, PAION AG today resolved to issue
5,064,194 new shares of PAION AG at a price of EUR 1.90 per share (5-day
VWAP) for a total of EUR 9.6 million to Granell under exclusion of
shareholders' subscription rights. The remaining amount of EUR 0.4 million
will be invested at a later date. The shares issued to Granell will be
COSMO BECOMES LARGEST SHAREHOLDER OF PAION AG
- Cosmo to make EUR 10 million upfront license fee payment to PAION
- PAION entitled to receive up to EUR 42.5 million in milestone payments
and significant double-digit tiered royalties
- PAION resolves issuance of 5,064,194 new shares to a subsidiary of
Cosmo by way of a private placement and receives EUR 9.6 million
Aachen (Germany), 24 June 2016 - Today, PAION AG, a specialty pharma
company (ISIN DE000A0B65S3; Frankfurt Stock Exchange Prime Standard: PA8),
and Cosmo Technologies Ltd., a subsidiary of Cosmo Pharmaceuticals N.V.,
("Cosmo") entered into a license agreement for remimazolam. The agreement
grants Cosmo Technologies Ltd. an exclusive license for the development and
commercialization of PAION's lead drug candidate, remimazolam, in the
territory of the United States.
Under the license agreement, PAION will receive a EUR 10 million upfront
licence fee payment. In addition, PAION is entitled to receive additional
payments of up to EUR 42.5 million contingent upon certain milestones
related to the U.S. regulatory approval process and, upon commercialization
of remimazolam in the U.S., following regulatory approval, tiered royalties
on net sales in the U.S. ranging from 20% to 25%, which may be adjusted
under certain conditions but not to below 15% of net sales.
Under the terms of the license agreement, Cosmo has the right to further
develop and commercialize remimazolam in the U.S., while bearing all future
associated costs for market authorization and distribution. However, PAION
will be responsible for and bear the cost associated with the completion of
the ongoing U.S. trials in procedural sedation.
At the same time, Granell Strategic Investment Fund Limited ("Granell"),
another subsidiary of Cosmo, entered into an investment agreement with
PAION AG, pursuant to which it has committed to invest EUR 10 million in
shares of PAION AG. In this context, PAION AG today resolved to issue
5,064,194 new shares of PAION AG at a price of EUR 1.90 per share (5-day
VWAP) for a total of EUR 9.6 million to Granell under exclusion of
shareholders' subscription rights. The remaining amount of EUR 0.4 million
will be invested at a later date. The shares issued to Granell will be
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