Item 1.01 Entry into a Material Definitive Agreement.
On November 27, 2021,
Blueprint Medicines Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger
(the “Merger Agreement”) with Pavonis Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of
the Company (“Merger Sub”), Lengo Therapeutics, Inc., a Delaware corporation (“Lengo”)
and Fortis Advisors LLC, a Delaware limited liability company, as the representative of the Lengo Securityholders (as defined below).
The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge
with and into Lengo, with Lengo continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger”).
The Boards of Directors of the Company, Lengo, and Merger Sub and the stockholders of Lengo have approved the Merger Agreement and the
transactions contemplated thereby.
Subject to the terms and conditions of the Merger
Agreement, the Company has agreed to pay upfront merger consideration of $250 million in cash (the “Upfront Merger Consideration”)
to Lengo stockholders and optionholders (collectively, the “Lengo Securityholders”). The Merger Agreement also provides
that the Company shall pay future contingent cash milestone payments of up to $215 million in the aggregate to the Lengo Securityholders
upon the achievement of specified regulatory approval and sales milestones. The Upfront Merger Consideration is subject to customary net
indebtedness, transaction expenses, and other adjustments, as set forth in the Merger Agreement.
The Merger Agreement contains
customary representations, warranties and covenants of the parties, including, among others, covenants by Lengo with respect to its operations
during the period between execution of the Merger Agreement and the closing of the Merger. The Merger Agreement also provides that approximately
$25 million of the Upfront Merger Consideration will be placed into a third party escrow account (the “Indemnification Escrow”)
to secure the Lengo Securityholders’ obligations to indemnify the Company for certain matters, including breaches of representations
and warranties, covenants included in the Merger Agreement, payments made by the Company to dissenting stockholders, specified tax claims,
excess parachute claims, purchase price adjustments, and other customary matters, subject to certain specified limitations, including,
among other things, limitations on the period during which the Company may make certain claims for indemnification and limitations on
the amounts for which the Lengo Securityholders may be liable.
The closing of the Merger
is conditioned upon, among other things, the expiration of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 laws and other customary closing conditions. The Merger Agreement provides for limited termination
rights, including, among others, by the mutual consent of the Company and Lengo, upon certain breaches of representations, warranties,
covenants or agreements, and in the event the Merger has not been consummated before March 27, 2022, subject to the ability to extend
under certain circumstances.
The foregoing description of the Merger Agreement,
the Merger and the other transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference
to the Merger Agreement, a copy of which will be filed as an exhibit to the earlier of the Current Report on Form 8-K that the Company
will file with the Securities and Exchange Commission following the closing of the Merger and the Company’s next Annual Report on
Form 10-K.
The foregoing description of the Merger Agreement
has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other
financial information about the Company, Lengo, or their respective subsidiaries and affiliates. The representations, warranties and covenants
contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit
of the parties to the Merger Agreement, may be subject to limitations agreed upon by the parties, including being qualified by confidential
disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these
matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable
to investors. Investors are not third-party beneficiaries of these representations, warranties and covenants and should not rely thereon
or on any description thereof as characterizations of the actual state of facts or condition of the Company, Lengo, or any of their respective
subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change
after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.