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| BIIB > SEC Filings for BIIB > Form 8-K on 6-Feb-2013 | All Recent SEC Filings |
6-Feb-2013
Entry into a Material Definitive Agreement, Other Events, Financial Statements a
On February 5, 2013, Biogen Idec International Holding Ltd. (the "Company"), a wholly-owned subsidiary of Biogen Idec Inc. ("Biogen Idec"), entered into an Asset Purchase Agreement (the "Purchase Agreement") with Elan Pharma International Limited and Elan Pharmaceuticals, Inc. (collectively, "Elan"). Under the terms of the Purchase Agreement, the Company will acquire as of the closing date full ownership of TYSABRIŽ (natalizumab) and all applicable strategic, commercial, decision-making and intellectual property rights to TYSABRI (the "Transaction"), in exchange for a $3.25 billion upfront cash payment, which is expected to be funded with existing cash reserves.
In addition, the Company has agreed to make contingent payments to Elan after the closing of the Transaction equal to 12% of global net sales of TYSABRI for the first twelve months, and thereafter, 18% of annual global net sales of TYSABRI up to $2.0 billion and 25% of annual global net sales of TYSABRI that exceed $2.0 billion. In 2014 only, the $2.0 billion threshold will be pro-rated for the portion of 2014 remaining after the first 12 months expires.
Effective upon the closing of the Transaction, the ANTEGREN Development and Marketing Collaboration Agreement with Elan dated August 15, 2000, whereby worldwide TYSABRI profits were split 50/50, will be terminated along with the agreement's change of control provisions.
Completion of the Transaction is subject to expiration of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary regulatory and closing conditions.
On February 6, 2013, Biogen Idec issued a press release announcing entry into the Purchase Agreement, which is attached as Exhibit 99.1 to this Form 8-K. In connection with the conference call held by Biogen Idec on February 6, 2013 discussing the Transaction, Biogen Idec references a slide presentation, which is attached as Exhibit 99.2 to this Form 8-K.
The exhibits listed on the Exhibit Index immediately preceding such exhibits are filed as part of this Current Report on Form 8-K.
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