TESARO,Inc. (NASDAQ:TSRO) Files An 8-K Completion of Acquisition or Disposition of Assets

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TESARO,Inc. (NASDAQ:TSRO) Files An 8-K Completion of Acquisition or Disposition of Assets

TESARO,Inc. (NASDAQ:TSRO) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 9.01. Completion of Acquisition or Disposition of Assets.

On July12, 2018, TESARO,Inc. (the “Company”) completed the sale to TerSera Therapeutics LLC (“TerSera”) of the Company’s rights to rolapitant (the “Sale”) in the United States and Canada (the “Territory”). The Sale was to the Asset Purchase Agreement (the “APA”) between the Company and TerSera previously announced by the Company in a Current Report on Form8-K filed on June29, 2018. The Sale includes both the oral formulation of rolapitant distributed and sold under the brand name VARUBI® and the intravenous formulation of rolapitant sold under the brand name VARUBI® IV (the “IV Product”).

At the closing, the Company was paid $35,000,000 in cash. to the terms of the APA, an additional $5,000,000 in cash will be paid by TerSera to the Company by January12, 2020. The Company will also be eligible to receive certain post-closing royalties and milestone payments. For a period of twelve years after consummation of the Sale (the “Royalty Term”), TerSera will pay to the Company a percentage of any consideration for (i)the transfer of intellectual property rights relating to future sales of rolapitant and (ii)the license or sublicense of any intellectual property rights related to rolapitant, in each case, to the extent allocable to non-oncology indications. TerSera will also pay to the Company milestone payments of (a)$10,000,000 each time the marketing approval for a new indication of rolapitant in the United States is first granted and (b)$10,000,000 the first time aggregate net sales of a reformulated version of the IV Product during a calendar year reach or exceed $50,000,000. In addition, during the Royalty Term, TerSera will pay to the Company a royalty at the rate of 20% of the aggregate net sales of the IV Product in the Territory for any calendar year in which such sales reach or exceed $100,000,000 on the net sales that exceed such threshold.

In connection with the completion of the Sale, the Company is filing as Exhibit99.1 hereto certain pro forma financial information giving pro forma effect to the Sale as of the dates indicated therein.

Section9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information.

Unaudited pro forma condensed consolidated balance sheet as of March31, 2018 and unaudited pro forma condensed consolidated statements of operations for the three months ended March31, 2018 and the year ended December31, 2017, in each case giving pro forma effect to the Sale.

(d) Exhibits

The following exhibit is being filed herewith:


TESARO, Inc. Exhibit
EX-99.1 2 a18-17398_1ex99d1.htm EX-99.1 Exhibit 99.1   UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION   On July 12,…
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About TESARO,Inc. (NASDAQ:TSRO)

TESARO, Inc. is an oncology-focused biopharmaceutical company. The Company acquires, in-licenses and develops oncology product candidates. It operates in business of developing and commercializing oncology-focused therapeutics segment. It has in-licensed and are developing oncology-related product candidates, including intravenous (IV) rolapitant and niraparib, as well as product candidates under its immuno-oncology platform. It offers VARUBI (rolapitant), which is an oral substance P/neurokinin 1 (NK-1) receptor antagonist for use in combination with other antiemetic agents in adults for the prevention of delayed nausea and vomiting associated with initial and repeat courses of emetogenic cancer chemotherapy. It is developing IV formulation of rolapitant, which has completed various Phase 1 clinical trials. Its niraparib is an orally active and poly (ADP-ribose) polymerase (PARP) inhibitor. Its immuno-oncology platform has immuno-oncology programs, which include TSR-022 and TSR-042.