Arena Pharmaceuticals, Inc. (NASDAQ:ARNA) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously announced in our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 15, 2018, Arena and United Therapeutics Corporation (“United Therapeutics”) entered into an Exclusive License Agreement, dated November 15, 2018 (the “License Agreement”), to which Arena agreed to grant United Therapeutics exclusive rights throughout the universe to develop, manufacture and commercialize any formulation of the compound ralinepag (the “Compound”) and any pharmaceutical product containing the Compound as an active ingredient (each a “Product”). Arena also agreed to transfer to United Therapeutics certain other assets relating to the Compound, including, among others, related domain names and trademarks, permits, certain contracts, inventory, regulatory documentation, IND No. 109021 (relating to ralinepag) (the “IND”) and non-clinical, pre-clinical and clinical trial data. United Therapeutics agreed to assume certain limited liabilities, including, among others, all post-closing obligations under assumed contracts and the IND.
Following the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, Arena and United Therapeutics closed the transactions contemplated by the License Agreement on January 24, 2019.Arena received an upfront payment of $800 million at the closing of the transaction.Arena is eligible to receive a one-time payment of $150 million upon first marketing approval of an oral formulation of ralinepag in a major non-U.S. market (Japan, France, Italy, the U.K., Spain or Germany) to treat any indication, and Arena is eligible to receive a one-time payment of $250 million upon U.S. marketing approval of an inhaled formulation of ralinepag to treat pulmonary arterial hypertension.In addition, Arena is entitled to receive low double-digit, tiered royalties on net sales of Products, subject to certain adjustments for third party license payments.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
* Exhibits and schedules to this agreement have been omitted to the rules of the Securities and Exchange Commission. We will submit copies of such exhibits and schedules to the Securities and Exchange Commission upon request.
+ Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.
ARENA PHARMACEUTICALS INC Exhibit
EX-2.1 2 arna-ex21_6.htm EX-2.1 – EXCLUSIVE LICENSE AGREEMENT BETWEEN ARENA AND UT DATED NOVEMBER 15,…
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About Arena Pharmaceuticals, Inc. (NASDAQ:ARNA)
Arena Pharmaceuticals, Inc. is a biopharmaceutical company focused on discovering, developing and commercializing small molecule drugs that target G protein-coupled receptors (GPCRs). The Company’s drug, Lorcaserin, is approved for marketing in the United States and South Korea for the indication of weight management, and is being commercialized under the brand name, BELVIQ. The Company’s drug candidates in clinical development include APD334 for autoimmune diseases, ralinepag for vascular diseases and APD371 for pain. APD334 is an orally available modulator of the sphingosine 1-phosphate subtype 1 (S1P1) receptor intended for the treatment of multiple sclerosis, psoriasis, inflammatory bowel diseases and rheumatoid arthritis. The Company’s programs under collaboration include nelotanserin for dementia-associated psychosis, temanogrel for thrombotic diseases and an undisclosed orphan GPCR for central nervous system indication(s).
