XENON PHARMACEUTICALS INC. (NASDAQ:XENE) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On April 25, 2017, Xenon Pharmaceuticals Inc. (the Company)
entered into an asset purchase agreement (the Agreement) with 1st
Order Pharmaceuticals, Inc. (1st Order) to which the Company
acquired all rights with respect to the investigational compound
XEN1101 (previously known as 1OP2198) and all other assets of 1st
Order related thereto, including certain regulatory
documentation, intellectual property rights, reports, data and
all quantities of the XEN1101 compound owned or controlled by 1st
Order (collectively referred to as the Purchased Assets).XEN1101
is a next-generation Kv7.2 potassium channel opener that
preclinically demonstrated improved pharmacokinetics,
selectivity, and pharmacology from a new chemical platform over
first-generation potassium channel modulators, such as
ezogabine.XEN1101 was previously acquired by 1st Order from an
affiliate of Valeant Pharmaceuticals International, Inc.
(Valeant). to the terms of the Agreement, the Company also
assumed certain obligations due to Valeant from 1st Order to the
terms of their agreement, including potential milestone and
royalty payments.

The base purchase price for the Purchased Assets is $0.35
million, and is payable within five days after April 25,
2017.Additional milestone payments and royalties are potentially
payable to both 1st Order and Valeant in connection with the
Companys achievement of certain development, regulatory and
sales-based milestone events. In connection with the execution of
the Agreement, the Company engaged Christopher Crean, 1st Orders
President and Chief Scientific Officer, as a consultant to
provide certain services in connection with the development of
XEN1101.

The Agreement contains customary representations, warranties and
covenants by the Company and 1st Order.Each party has agreed,
subject to certain conditions and limitations, to indemnify the
other party for breaches of representations, warranties and
covenants and for losses arising from certain assumed/excluded
liabilities, as applicable.

The foregoing summary of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the Agreement, a copy of which will be filed as
an exhibit to the Companys Quarterly Report on Form 10-Q for the
quarter ended June 30, 2017.A press release issued by the Company
on April 26, 2017 regarding the execution of the Agreement,
additional details regarding potential milestone payment and
royalty obligations and the Companys development plans for
XEN1101 is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.

(d) Exhibits.

About XENON PHARMACEUTICALS INC. (NASDAQ:XENE)

Xenon Pharmaceuticals Inc. (Xenon) is a biopharmaceutical company discovering and developing a pipeline of differentiated therapeutics for orphan indications. The Company’s platform, Extreme Genetics, enables the discovery of validated drug targets by studying rare human diseases with extreme traits, including diseases caused by mutations in ion channels (channelopathies). Extreme Genetics involves the study of families where individuals exhibit inherited severe traits, or phenotypes. Its integrated platform includes in-house capabilities for human genetics, small molecule drug discovery, as well as preclinical and clinical development. Its pharmaceutical partners include Teva Pharmaceutical Industries, Ltd. (Teva), Genentech, Inc. (Genentech) and Merck & Co., Inc. (Merck). Extreme Genetics discovery platform has yielded the first approved gene therapy product in the European Union, or the EU, and a development pipeline, including Glybera, TV-45070, GDC-0276 and GDC-0310, and XEN801.

XENON PHARMACEUTICALS INC. (NASDAQ:XENE) Recent Trading Information

XENON PHARMACEUTICALS INC. (NASDAQ:XENE) closed its last trading session up +0.10 at 4.00 with 59,583 shares trading hands.