Jinwu Financial News | Tengsheng Pharmaceutical-B (02137) announced that on February 13, 2024 EST (that is, before the trading session on February 14, 2024, Hong Kong time), the Group and VBI contractors agreed to carry out the following transaction:
(i) The BRII-179 acquisition, according to which VBI and vBICDA agreed to permanently sell worldwide and the company agreed to purchase all rights, title and interest in any intellectual property relating to BRII-179 (VBI-2601);
(ii) Technology transfer, according to which VBI will use commercially reasonable efforts to complete the necessary operations relating to the delivery of certain BRII-179 (VBI-2601) clinical materials and the transfer of certain BRII-179 (VBI-2601) and prehevBRI materials and production responsibilities to the Group;
(iii) The VBI-1901 license, according to which the company agreed to acquire an exclusive, sublicensable, royalty-free, paid, perpetual and irrevocable license to develop and commercialize VBI-1901 in the Asia Pacific region (excluding Japan), subject to certain conditions;
(iv) Rehovot Asset Acquisition, whereby SciVac agreed to sell, and the Group agreed to acquire and assume certain assets and liabilities relating to the Rehovot Facility (subject to certain conditions), and the Group agreed to grant SciVac repurchase rights to repurchase certain assets relating to the Rehovot Facility.
Furthermore, as a cost of the BRII-179 acquisition, technology transfer, and VBI-1901 license, the Group will issue acceptance notes (as defined below). According to the mortgage agreement, the acceptance notes are secured by collateral.