determined through mediation and binding arbitration. The Preliminary Collaboration Agreement will terminate upon the execution of the Definitive Collaboration Agreement, which will supersede the
Preliminary Collaboration Agreement, and will remain in effect in perpetuity unless earlier terminated by either Party. Either party has the right to terminate the Preliminary Collaboration Agreement or the Definitive Collaboration Agreement in the
case of the insolvency of the other party, an uncured material breach of the other party with respect to a collaboration program or collaboration product, or such other events that both parties agree to be included in the Definitive Collaboration
Stock Purchase Agreement
with the execution of the Preliminary Collaboration Agreement, the Company entered into a stock purchase agreement (the Stock Purchase Agreement) with Glaxo Group Limited (GGL), an affiliate of GSK, pursuant to which GGL will
purchase 6,626,027 shares of the Companys common stock (the Shares), at a price per Share of $37.73, for an aggregate purchase price of approximately $250.0 million.
Pursuant to the terms of the Stock Purchase Agreement, GGL has agreed not to, without the Companys prior written consent and subject to certain
conditions and exceptions, among other things, directly or indirectly acquire additional shares of the Companys outstanding common stock, seek or propose a tender or exchange offer, merger or other business combination involving the Company,
solicit proxies or consents with respect to any matter, or undertake other specified actions related to the potential acquisition of additional equity interests in the Company (collectively, the Standstill Restrictions). The Standstill
Restrictions will expire on the one-year anniversary of the effective date of the Stock Purchase Agreement.
Stock Purchase Agreement also provides that until the first anniversary of the effective date of such agreement, GGL will hold and not sell any of the Shares, subject to certain exceptions. The Company has agreed to register the Shares for resale
following expiration of the one-year lock-up period if Rule 144 under the Securities Act of 1933, as amended (the Securities Act), is not available for such
resale without any volume or manner of sale restrictions.
The consummation of the transactions under each of the Preliminary Collaboration Agreement and
the Stock Purchase Agreement are subject to the satisfaction of customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
The foregoing is only a brief description of the material terms of the Preliminary Collaboration Agreement and the Stock Purchase
Agreement, does not purport to be a complete statement of the rights and obligations of the parties under these agreements and the transactions contemplated thereby, and is qualified in its entirety by the full text of such agreements, copies of
which will be filed as exhibits to a subsequent filing with the Securities and Exchange Commission.
On April 6, 2020, the Company and GSK issued a
joint press release announcing the transactions described above. A copy of the press release is attached to this report as Exhibit 99.1.
Item 3.02. Unregistered Sales of Equity Securities
See the description set forth under Item 1.01 above with respect to the Stock Purchase Agreement, which is incorporated into this Item 3.02 by reference. The
Shares are being offered and sold to GGL pursuant to the exemption from the registration requirements provided in Section 4(a)(2) of the Securities Act for transactions by an issuer not involving any public offering. Accordingly, the Shares
have not been registered under the Securities Act and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act.
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as may, will, expect,
plan, anticipate, estimate, intend,