On January 30, 2019, Caelum entered into a Development, Option and Stock Purchase Agreement (the “DOSPA”) and related documents by and among Caelum, Alexion Therapeutics, Inc. (“Alexion”), Fortress and the Caelum security holders’ parties thereto (including Fortress, the “Sellers”). As of the date hereof and following the First Stage Purchase (as defined below), the Company owns approximately % of the issued and outstanding capital stock of

Caelum 

.

 

 

The DOSPA broadly comprises four transactional components: (i) an initial purchase by Alexion of a number of shares of Caelum preferred stock equal to % of Caelum’s total capitalization, for consideration of $ million (the “First-Stage Purchase”), received by Caelum upon the execution of the DOSPA; 

(ii) subsequent potential development funding payments due upon the satisfaction of certain development milestones

achieved

by CAEL-101, Caelum’s lead product candidate, that in the aggregate comprise $30.0 million; (iii) an Alexion option to purchase all of the equity of the Sellers for $150M or $200M, depending on BLA (as defined below) approval timing (the “Second-Stage Acquisition”); and (iv) in the event of exercise of the Option (as defined below), certain contingent earn-out payments made to the Sellers upon the achievement of certain regulatory and commercial milestones of up to $ million.

On November 12, 2018, Avenue entered into a Stock Purchase and Merger Agreement (the “SPMA”) by and among Avenue, InvaGen Pharmaceuticals Inc. (the “InvaGen”) and Madison Pharmaceuticals Inc., a wholly-owned subsidiary of the Buyer, pursuant to which the Buyer intended to purchase, for $ million, common stock representing 33.3% of the fully diluted capitalization of Avenue (the “First Stage Closing”), and subsequently acquire the remaining issued and outstanding capital stock of Avenue in a reverse subsidiary merger transaction (the “Merger Transaction” and “Second Stage Closing”, respectively), for aggregate consideration of $180.0 million (payable to all non-Buyer shareholders of Avenue), subject to certain reductions. In the Merger Transaction, stockholders would also receive certain contingent value rights which represent the right to receive certain contingent cash payments upon the achievement of certain milestones relating to annual net sales and gross profit targets of IV Tramadol, pursuant to a contingent value rights agreement to be entered into between Avenue and a rights agent upon the Second Stage Closing. Pursuant to the terms and subject to the conditions set forth in the SPMA, the Buyer will, at the Second Stage Closing, hold 100% of the issued and outstanding equity interests of Avenue.

 

On February 8, 2019, Avenue and InvaGen completed the First Stage Closing under the SPMA. In connection with the First Stage Closing, Avenue received $35.0 million from the Buyer and the Buyer received shares of Avenue’s common stock, resulting in an ownership interest in Avenue by the Buyer of 33.3% on a fully diluted basis.

On February 11, 2019, FBIO Acquisition a wholly-owned subsidiary of Fortress, completed the previously-announced sale of its remaining holdings of National shares of common stock to NHC, a wholly-owned subsidiary of B. Riley FBR, Inc., for $3.25 per share, pursuant to the terms of the stock purchase agreement dated November 14, 2018 (the “Purchase Agreement”). Pursuant to the terms of the NHC Agreement, NHC, along with two other minority purchaser designees, collectively purchased the remaining National shares held by FBIO Acquisition for an aggregate price of

$13.1 

 

The Purchase Agreement contains normal and customary representations and warranties. As of this filing, FBIO Acquisition and its parent, the Company, own no shares of National common stock.