BELLUS Health Announces the Sale of Subsidiary Thallion Pharmaceuticals to Taro Pharmaceuticals
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- Published on Friday, 17 March 2017 11:00
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Total consideration of up to CA$2.7 million
LAVAL, Canada I March 16, 2017 I BELLUS Health Inc. (TSX: BLU) (BELLUS Health) announced today that it has entered into a share purchase agreement (Share Purchase Agreement) with Taro Pharmaceuticals Inc. (Taro) for the sale of BELLUS Health's wholly-owned subsidiary Thallion Pharmaceuticals Inc. (Thallion), including all the rights to the drug candidate ShigamabTM.
Pursuant to the Share Purchase Agreement, Taro is acquiring all issued and outstanding shares of Thallion for a potential total consideration of CA$2.7 million, consisting of an upfront payment of CA$2.3 million and a potential future payment of CA$0.4 million contingent upon the completion of a pre-established milestone event, expected to occur within 24 months of the closing of the transaction. In addition, BELLUS Health will receive a portion of certain post-approval revenues related to the ShigamabTM program.
"This transaction supports the further development of ShigamabTM and allows us to focus our efforts on the rest of our pipeline including the recently in-licensed BLU-5937, a drug candidate for chronic cough," said Roberto Bellini, President and Chief Executive Officer of BELLUS Health. "The upfront proceeds from this transaction also meaningfully extend our cash runway to Q4 2018."
Payment to Thallion CVR Holders
In accordance with the terms of the agreements of the 2013 Thallion acquisition, 5% of the proceeds received by BELLUS Health from the sale of Thallion, including the ShigamabTM technology (ShigamabTM Consideration), is payable to Contingent Value Rights (CVR) holders.
Accordingly, on April 7, 2017, an amount of CA$94,550 (CA$0.00263 per CVR) will be paid to CVR holders of record on March 16, 2017. An amount of CA$20,450 of CVR agent costs is deducted from the ShigamabTM Consideration, in conformity with the terms of the agreements of the 2013 Thallion acquisition by BELLUS Health.
About Thallion and ShigamabTM
Prior to the effective date of the Share Purchase Agreement, BELLUS Health proceeded with an internal reorganization under which BHI Limited Partnership, the partnership that was carrying on BELLUS Health activities, was dissolved, and transferred its assets and liabilities to BELLUS Health. Prior to the effective date, Thallion was a wholly-owned subsidiary of BELLUS Health that held the rights to ShigamabTM.
Shigamab™ is a monoclonal antibody therapy being developed for the treatment of Hemolytic Uremic Syndrome caused by Shiga toxin-producing E. coli (STEC) (sHUS), a rare disease that principally affects the kidneys and often leads to patients requiring acute dialysis. In certain cases, sHUS can cause chronic kidney disease and death, primarily in children. BELLUS Health acquired Shigamab™ through the 2013 Thallion acquisition.
About BELLUS Health (www.bellushealth.com)
BELLUS Health is a biopharmaceutical development company advancing novel therapeutics for conditions with high unmet medical need. Its pipeline of projects includes BLU-5937 for chronic cough and KIACTA™ for sarcoidosis. BELLUS Health also has economic interests in several other partnered drug development projects.
SOURCE: BELLUS Health