assembly biosciences (NASDAQ:ASMB) Files An 8-K Entry into a Material Definitive Agreement

assembly biosciences (NASDAQ:ASMB) Files An 8-K Entry into a Material Definitive Agreement

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Entry into a Material Definitive Agreement.

On January 6, 2017, Assembly Biosciences,Inc. (the Company)
entered into a Research, Development, Collaboration and License
Agreement (the Collaboration Agreement) with Allergan
Pharmaceuticals International Limited (Allergan) to develop and
commercialize select microbiome gastrointestinal programs. The
transaction is expected to close in the first quarter of 2017,
subject to customary closing conditions, including the expiration
or early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. to the
Collaboration Agreement, the Company has agreed to grant Allergan
an exclusive worldwide license to certain of its intellectual
property, including its intellectual property arising under the
Collaboration Agreement, to develop and commercialize licensed
compounds for ulcerative colitis, Crohns disease and irritable
bowel syndrome.

Under the Collaboration Agreement, Allergan and the Company will
collaborate on research and development activities with respect
to the licensed compounds in accordance with a mutually agreed
upon research and development plan.

to the terms of the Collaboration Agreement, Allergan has agreed
to pay the Company an upfront payment of $50 million. The Company
is eligible to receive up to approximately $630 million in
development milestone payments and up to approximately $2.15
billion in commercial milestone payments in connection with the
successful development and commercialization of licensed
compounds for up to six different indications. In addition, the
Company is eligible to receive tiered royalties at rates ranging
from the mid-single digits to the mid-teens based on net sales.
Allergan and the Company have agreed to share development costs
up to an aggregate of $75 million through proof-of-concept (POC)
studies on a , basis, respectively, and Allergan has agreed to
assume all post-POC development costs. In the event any pre-POC
development costs exceed $75 million in the aggregate, the
Company may elect either (a)to fund of such costs in excess of
$75 million or (b) to allow Allergan to deduct from future
development milestone payments of the development costs funded by
Allergan in excess of $75 million plus a premium of 25%. The
Company has an option to co-promote the licensed programs in the
United States and China, subject to certain conditions set forth
in the Collaboration Agreement.

Allergan may terminate the Collaboration Agreement for
convenience at any time upon either 90 days (prior to the
initiation of the first POC trial of a licensed product) or 120
days (after the initiation of the first POC trial of a licensed
product), as applicable, advance written notice to the Company.
The Collaboration Agreement also contains customary provisions
for termination by either party, including in the event of breach
of the Collaboration Agreement, subject to cure.

Item7.01 Regulation FD Disclosure.

On January 9, 2017, Allergan and the Company issued a joint press
release announcing the entry into the Research, Development,
Collaboration and License Agreement. A copy of the press release
is being furnished as Exhibit 99.1 to this Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K
and Exhibit 99.1 attached hereto is being furnished and shall not
be deemed filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act) or otherwise
subject to liability of that section, nor shall such information
be deemed incorporated by reference in any filing under the
Exchange Act or the Securities Act of 1933, as amended,
regardless of the general incorporation language of such filing,
except as shall be expressly set forth by specific reference in
such filing.

Item 9.01 Financial Statements and Exhibits


ExhibitNo. Description
99.1 Joint Press Release of Allergan plc and Assembly Biosciences,
Inc., dated January 9, 2017.

About assembly biosciences (NASDAQ:ASMB)

Assembly Biosciences, Inc. is a biotechnology company. The Company is engaged in developing approximately two platform programs, such as a class of oral therapeutics for the treatment of hepatitis B virus (HBV) infection, and a class of oral biological therapeutics, which are designed to restore health to a dysbiotic microbiome. It has discovered various core protein Allosteric Modulators (CpAMs), which are small molecules that directly target and allosterically modulate a number of Hemoglobin C functions. The Microbiome Program consists of an integrated platform that includes a strain identification and selection process, methods for strain isolation and growth under current good manufacturing practice (cGMP) conditions, and a delivery system, GEMICEL, which allows for targeted oral delivery of live biologic and conventional therapies to the lower gastrointestinal tract. The lead program from this platform, AB-M101, is in development for the treatment of C. difficile-infections.

assembly biosciences (NASDAQ:ASMB) Recent Trading Information

assembly biosciences (NASDAQ:ASMB) closed its last trading session 00.00 at 12.45 with 84,840 shares trading hands.

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