Portola Pharmaceuticals, Inc. (NASDAQ:PTLA) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 16, 2016, Portola Pharmaceuticals, Inc. (the “Company”) entered into a supplemental funding support loan agreement (the “Agreement”) with Bristol-Myers Squibb Company (“BMS”) and Pfizer Inc. (“Pfizer”), to which BMS and Pfizer will make a $50 million unsecured loan (the “Loan”) to the Company. The proceeds of the Loan must be used for the development of andexanet alfa through December 31, 2018.

To repay the Loan, the Company must pay a repayment amount of $60 million to $65 million depending on timing of the approval of andexanet alfa and the time period over which the Loan is repaid. The Loan will be repaid through a low single digit percentage of net sales of andexanet alfa to each of BMS and Pfizer up to the applicable repayment amount. If regulatory approval by FDA or EMA for andexanet alfa is not obtained by January 1, 2019, additional payments may be made by crediting the milestones and sales royalties due from BMS and Pfizer to the Company under the Japan commercial licensing agreement previously entered into among the parties in February 2016, as well as 50% of all license fees and milestone payments received by the Company after January 1, 2019 from agreements relating to andexanet alfa, in each case, up to the applicable repayment amount. All unpaid amounts under the Loan are due on the earliest of the eighth anniversary of the agreement, a change of control of the Company, or an event of default. The Loan may be prepaid without penalty.

Events of default include failure to pay amounts when due, material misrepresentations or breach of warranties, subject to certain cure periods, breach of covenants, subject to certain cure periods, cross-defaults to other indebtedness, and insolvency and bankruptcy related defaults. In the event the Company grants a lien to a third party Factor Xa inhibitor manufacturer in the Company’s intellectual property rights related to andexanet alfa, BMS and Pfizer will automatically be granted a security interest in the same collateral and equal ranking as such third party.

The foregoing is only a summary of the material terms of the Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Agreement that will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

About Portola Pharmaceuticals, Inc. (NASDAQ:PTLA)

Portola Pharmaceuticals, Inc. is a biopharmaceutical company. The Company is focused on the development and commercialization of therapeutics in the areas of thrombosis, other hematologic disorders and inflammation for patients who have limited or no approved treatment options. The Company’s two lead programs, Betrixaban and Andexanet alfa, address unmet medical needs in the area of thrombosis, or blood clots. Its third product candidate is Cerdulatinib. The Company’s Syk is a mediator of immune response in various types of immune cells. The Company has a program of highly selective Syk inhibitors, one of which is partnered with Ora Inc. Its Betrixaban is an oral once-daily inhibitor of Factor Xa. Its Andexanet alfa, is an orphan drug, which is a recombinant protein designed to reverse anticoagulant activity in patients treated with an fXa inhibitor. The Company is developing orally available kinase inhibitors to treat hematologic disorders and inflammation.

Portola Pharmaceuticals, Inc. (NASDAQ:PTLA) Recent Trading Information

Portola Pharmaceuticals, Inc. (NASDAQ:PTLA) closed its last trading session up +6.33 at 25.06 with 8,438,361 shares trading hands.