Eagle Pharmaceuticals, Inc. (EGRX) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive
Agreement.

On November10, 2016, Eagle Pharmaceuticals,Inc. (Eagle),
entered into a Stock Purchase Agreement (the Purchase
Agreement) with Arsia Therapeutics, LLC (the Seller),
Arsia Therapeutics,Inc. (Arsia), Amy Schulman, as the
Seller Representative, and each other holder of limited liability
company interests of the Seller who executes a joinder thereto
and becomes a party to the Purchase Agreement (collectively
referred to as the Parties). The Purchase Agreement
provides for the Seller to sell all of the outstanding capital
stock of Arsia (the Shares) to Eagle, subject to the terms
and conditions set forth in the Purchase Agreement.

to the Purchase Agreement, and upon the terms and subject to the
conditions thereof, at the closing Eagle will pay in exchange for
the Shares (a)an amount equal to$27,259,272 in cash,
plus (i) Arsias cash and cash equivalents at closing,
minus (ii)any debt of Arsia not paid prior to closing,
minus (iii)Arsias transaction expenses, to the extent
greater than $175,000, and minus (iv)$100,000 to cover
expenses of the Seller Representative and (b)a number of shares
of Eagles common stock equal to $2,740,728 (collectively, the
Closing Amount). For purposes of paying the Closing
Amount, the shares of Eagles common stock will be valued based on
the average of the closing sale prices per share as reported on
The NASDAQ Stock Market for the thirty (30) trading days prior to
the closing date. The terms of the Purchase Agreement require any
recipients of Eagles common stock to sign a lock-up agreement
that, among other things, provides for a lock-up period of 12
months for all of the shares of Eagle common stock issued in
connection with the Closing Amount or the Milestone Payments (as
defined below).

Eagle has also agreed to pay up to an additional $48 million to
the Seller upon achievement of certain clinical, regulatory and
development milestones (collectively, the Milestone
Payments), subject to acceleration under certain
circumstances described in the Purchase Agreement. The Milestone
Payments will be in cash, shares of Eagles common stock, or a
combination of both, at the election of the Seller or Seller
Representative, as applicable. For purposes of paying the
Milestone Payments, the shares of Eagles common stock will be
valued based on the average of the closing sale prices per share
of Eagles common stock as reported on The NASDAQ Stock Market (or
other national exchange upon which the Eagles common stock is
then listed) for the thirty (30) trading days prior to the date
such milestone is achieved or consummated, as applicable, and the
thirty (30) trading days including and following the date such
milestone is achieved or consummated, as applicable.

The transaction is subject to customary conditions. The Parties
currently anticipate that the transaction will be completed
within one week. The Purchase Agreement contains customary
representations, warranties, covenants and indemnities of each of
Eagle and the Seller and the equityholders of the Seller. The
Purchase Agreement provides for limited termination rights,
including but not limited to, by the mutual consent of the
Parties; upon certain breaches of representations, warranties,
covenants or agreements; and in the event the transactions have
not been consummated on or before December31, 2016.

The representations, warranties and covenants contained in the
Purchase Agreement were made only for the purposes of the
Purchase Agreement, were made as of specific dates, were made
solely for the benefit of the parties to the Purchase Agreement
and may not have been intended to be statements of fact but,
rather, as a method of allocating risk and governing the
contractual rights and relationships among the Parties. The
assertions embodied in those representations and warranties may
be subject to important qualifications and limitations agreed to
by Eagle and Arsia in connection with negotiating their
respective terms. Moreover, the representations and warranties
may be subject to a contractual standard of materiality that may
be different from what may be viewed as material to stockholders
of Eagle. For the foregoing reasons, none of Eagles stockholders
or any other person should rely on such representations and
warranties, or any characterizations thereof, as statements of
factual information at the time they were made or otherwise.

The foregoing summary of the Purchase Agreement is subject to,
and qualified in its entirety by, the full text of the Purchase
Agreement, a copy of which is attached hereto as Exhibit2.1 and
is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity
Securities.

The disclosure in Item 1.01 is incorporated herein by reference
thereto. The offer and issuance of the shares of Eagles common
stock to the Purchase Agreement will not be registered under the
Securities Act of 1933, as amended (the Securities Act) at
the time of issuance, and therefore may not be offered or sold in
the United States absent registration or an applicable exemption
from registration requirements. The Company is relying on the
exemption from federal registration under Section4(a)(2)of the
Securities Act and/or Rule506 promulgated thereunder.

About Eagle Pharmaceuticals, Inc. (EGRX)