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EX-10.1 - ASSET SALE AND PURCHASE AGREEMENT, DATED DECEMBER 7, 2018, BY AND BETWEEN PROTEA - AzurRx BioPharma, Inc. | ex10-1.htm |
8-K - CURRENT REPORT - AzurRx BioPharma, Inc. | azrx8k_dec72018.htm |
Exhibit
99.1
AzurRx BioPharma to Acquire Payment Rights to Lead
Drug Candidate MS1819-SD from Protea Biosciences
Group
Eliminates milestone and royalty payments
to Protea Biosciences Group
NEW YORK, December 12, 2018 --
AzurRx BioPharma, Inc. (NASDAQ:AZRX) (“AzurRx” or the
“Company”), a company specializing in the development
of non-systemic, recombinant therapies
for gastrointestinal diseases, announced that it is acquiring
royalty and milestone obligations to its lead drug candidate
MS1819-SD, a recombinant lipase for
exocrine pancreatic insufficiency, from Protea Biosciences Group
(“Protea”), who initiated Chapter 11 proceedings in
December 2017. Following an auction held on November 27, 2018,
AzurRx emerged as the successful bidder for contractual rights to
milestone and royalty payments under a Stock Purchase and Sale
Agreement previously executed by AzurRx and Protea. The transaction
was approved by Judge Patrick J. Flatley of the United States
Bankruptcy Court for the Northern District of West Virginia. Final
closing is scheduled to occur on or before December 31, 2018.
AzurRx will pay a total of $1.55 million for the assets, of which
$250,000 will be paid in cash and the remaining balance will be
paid by the issuance of restricted shares of AzurRx’s common
stock.
As a
result of this transaction, AzurRx will eliminate a $2 million
milestone payment that would have been due to Protea upon FDA
approval of MS1819-SD. Additionally, AzurRx will no longer be
obligated to pay the 2.5% royalty that would have been due on the
first $100 million of net sales of MS1819-SD and 1.5% of net sales
in excess of $100 million. Finally, the transaction removes the
requirement that Protea receive 10% of the total consideration for
MS1819-SD or AzurRx if either the product or the Company were to be
acquired by a third party.
Thijs
Spoor, CEO of AzurRx, commented, “We are very pleased to have
obtained Protea’s remaining rights to MS1819, our lead drug
candidate, as this should result in significant financial benefit
for our shareholders. Not only does this transaction enhance our
balance sheet by eliminating the contingent consideration
liability, but more importantly, it removes future royalty and
milestone payments we would owe to Protea upon commercialization
MS1819-SD. We believe this transaction is on quite favorable terms
and timely given the recent FDA clearance of our Investigational
New Drug Application and our successful Phase 2 EPI trial in
patients with chronic pancreatitis, which demonstrated both safety
and statistically significant efficacy. We are moving ahead
aggressively with our planned Phase 2 study of MS1819-SD in cystic
fibrosis patients and expect to announce additional key milestones
before year-end.”
About AzurRx BioPharma, Inc.
AzurRx
BioPharma, Inc. (NASDAQ:AZRX) is engaged in the research and
development of non-systemic biologics for the treatment of patients
with gastrointestinal disorders. MS1819 recombinant lipase for exocrine
pancreatic insufficiency is the Company's lead development program,
and additional early stage research is being conducted for the
prevention of hospital-acquired infections. The Company is
headquartered in Brooklyn, NY, with scientific operations based in
Langlade, France. Additional information on the Company can be
found at www.azurrx.com.
For more information:
AzurRx
BioPharma, Inc.,
760
Parkside Avenue
Suite
304
Brooklyn,
NY 11226
Phone:
(646)-699-7855
info@azurrx.com