Compugen Reacquires Baize’s Financial Interest in Pipeline Product Candidates
August 21 2014 - 7:09AM
Business Wire
Baize to be issued 1,600,000 Compugen
ordinary shares and is entitled to reduced revenue sharing until
December 31, 2015
Compugen Ltd. (NASDAQ: CGEN) announced today the signing of a
termination and equity conversion agreement with Baize
Investments (Israel) Ltd. ("Baize"), pursuant to which the
Company has reacquired Baize’s participation rights for certain
Pipeline Program candidates. In addition, a warrant to purchase
500,000 Compugen ordinary shares at $7.50 per share previously
issued to Baize has been cancelled.
In consideration thereof, Compugen will issue to Baize 1,600,000
ordinary shares, and Baize will have the right to receive up to 5%
of the cash consideration received by the Company from third
parties with respect to Pipeline Program candidates covered by the
prior agreement until December 31, 2015. Under the previous
agreements, pursuant to which Baize had invested a total of $13
million, Baize had the right to receive 10% of such cash
consideration until June 30, 2015, and thereafter 10% for five
selected Pipeline Program candidates until December 31, 2030.
Dr. Anat Cohen-Dayag, Compugen’s President and CEO, stated, "The
past investments by Baize were instrumental in allowing us to
accelerate, at a critical time for our company, the R&D efforts
with respect to our Pipeline Program, particularly in the area of
therapeutic mAb generation against Compugen-discovered targets for
cancer immunotherapy. In view of the potential of the specific
product candidates that were included in the Baize agreement, we
believe that eliminating Baize’s long-term financial interest in
such product candidates through this exchange to equity is in the
best interests of Compugen and its shareholders. Moreover, in view
of the fact that Compugen now has a diversified early stage
pipeline with many more candidates than those subject to Baize’s
participation rights, this new agreement will allow Baize to
benefit, along with all other Compugen shareholders, in all of our
potential future successes.”
Murray Goldman, President of Baize, stated, “I am very pleased
that Baize was given the opportunity to financially support
Compugen’s past development as it began to focus its unique
discovery capabilities toward important areas of unmet medical
need. Now, as Compugen advances multiple product candidates, in
addition to the specific candidates for which Baize previously had
a financial interest, I look forward to participating as a
shareholder in all the achievements of this very unique
company.”
A Form 6-K with the termination and exchange agreement as an
attachment has been filed with the U.S. Securities and Exchange
Commission.
About Compugen
Compugen is a leading drug discovery company focused on
therapeutic proteins and monoclonal antibodies to address important
unmet needs in the fields of immunology and oncology. The
Company utilizes a broad and continuously growing integrated
infrastructure of proprietary scientific understandings and
predictive platforms, algorithms, machine learning systems and
other computational biology capabilities for the in
silico (by computer) prediction and selection of product
candidates, which are then advanced in its Pipeline Program. The
Company's business model includes collaborations covering the
further development and commercialization of product candidates at
various stages from its Pipeline Program and various forms of
research and discovery agreements, in both cases providing Compugen
with potential milestone payments and royalties on product sales or
other forms of revenue sharing. Compugen’s wholly-owned U.S.
subsidiary located in South San Francisco is developing monoclonal
antibody therapeutic candidates against its novel drug targets. For
additional information, please visit Compugen's corporate website
at www.cgen.com.
Forward-Looking Statement Disclaimer
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements related to the future success of
Compugen and the advantages of the new arrangement with Baize.
Forward-looking statements can be identified by the use of
terminology such as “may,” “expectations,” “approximately,”
“further” and “potential” and describe opinions about future
events. These forward-looking statements involve known and unknown
risks and uncertainties that may cause the actual results,
performance or achievements of Compugen to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. Some of these risks and
other factors are discussed in the "Risk Factors" section of
Compugen’s Annual Report on Form 20-F for the year ended December
31, 2013 as filed with the Securities and Exchange Commission, as
well as other documents that may be subsequently filed by Compugen
from time to time with the Securities and Exchange Commission. In
addition, any forward-looking statements represent Compugen’s views
only as of the date of this release and should not be relied upon
as representing its views as of any subsequent date. Compugen does
not assume any obligation to update any forward-looking statements
unless required by law.
Compugen Ltd.Tsipi HaitovskyGlobal Media
Liaison+972-52-598-9892tsipih@cgen.com
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