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news.Resverlogix announced that it has closed a license agreement and formally entered into a definitive stock purchase agreement with Shenzhen Hepalink Pharmaceutical.
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The closing of the stock purchase transaction is subject to customary closing conditions for a transaction of this nature and approval of the Toronto Stock Exchange.
Under the license between Resverlogix and Hepalink, should RVX-208 reach certain annual sales milestones in China, Hong Kong, Taiwan and Macau (the "Territories") ranging from 500 million renminbi ("RMB") to RMB 10 billion, Resverlogix will be eligible to receive sales-based milestone payments from Hepalink, each ranging from US$5 million to US$90 million.
In addition, Hepalink will pay Resverlogix a royalty in the amount of 6% of net sales of RVX-208 in the Territories, subject to certain adjustments. The license will expire on a region-by-region basis on the later of the 15th anniversary of the first commercial sale in such region or the expiry date of the last-to-expire of any licensed patent.
Hepalink will be responsible for all clinical and development costs in the Territories, including a patient population that will be included in Resverlogix’s planned Phase 3 BETonMACE trial.
As previously announced, under the terms of the transaction, Hepalink will subscribe for 13,270,000 units, each unit ("Unit") being comprised of one (1) common share and 0.075358 common share purchase warrants, for aggregate proceeds of approximately CAD$35 million, or CAD$2.67 per Unit.
Each whole warrant is exercisable into one common share at CAD$2.67 per share for a period of five years. After giving effect to the transaction, Hepalink will hold approximately 12.63% of Resverlogix’s common shares.
The common shares and warrants issued to Hepalink will be subject to a three year lock-up period. Hepalink will also be entitled to nominate one mutually agreed representative for election to the board of directors of Resverlogix.
In addition, subject to completion of the Hepalink transaction, Eastern Capital Limited ("Eastern") will purchase 5,600,000 Units for aggregate consideration of approximately CAD$15 million, or CAD$2.67 per Unit. Therefore, total equity investment by Hepalink and Eastern exceeds CAD$50 million.