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Agreements

Date: 2014-07-09

Type of information: Licensing agreement

Compound: remimazolam

Company: Paion (Germany), Pendopharm (Canada)

Therapeutic area: CNS diseases

Type agreement:

licensing

development

commercialisation

Action mechanism:

Remimazolam is a short-acting general anaesthetic/sedative. Sedatives are used, for example, in endoscopic procedures such as colonoscopies. After intravenous administration remimazolam rapidly induces the desired sedation. Importantly, this sedative effect quickly disappears. This rapid offset of the effect of the substance is due to its metabolism by tissue esterase enzymes that are widely distributed throughout the body. Remimazolam is being developed as a sedative agent for day case procedures (procedural sedation) as well as for the induction and maintenance of anaesthesia. It could also be used as a sedative for patients in the Intensive Care Unit (ICU).

Disease: sedation, general anaesthesia

Details:

* On July 9, 2014, Paion, a specialty pharma company, and Pendopharm, a division of Pharmascience Inc., headquartered in Montreal, Canada, have signed the final license agreement for remimazolam. The agreement grants Pendopharm an exclusive licence for the development and commercialization in the territory of Canada. Remimazolam is available for licensing outside Japan, China, Russia (CIS) Turkey, the MENA Region, South Korea and Canada, where the compound is partnered with Ono Pharmaceutical, Yichang Humanwell, R-Pharm, Hana Pharm and Pendopharm.

Financial terms:

Under the licence agreement, PAION will be eligible to receive future milestone payments of CAD 5.7 million (approx. € 3.8 million) and significant double est up to € 4 million in shares not subscribed by PAION\'s shareholders at the end of the rights offering at a 10% premium to the theoretical ex-rights price of PAION\'s share price. Because at the end of the rights offering, no new shares were available to permit the investment of the € 4 million, PAION now has the right to require Pendopharm or Pharmascience International Limited, within an agreed time period after the rights offering, to invest the € 4 million in shares of PAION in a separate private placement at a 10% premium to the then current market price. In certain cases, Pendopharm and Pharmascience International Limited, instead of investing € 4 million in a separate private placement, will make a cash payment to PAION in an amount equal to 10% of the investment amount.digit tiered royalties on net sales in Canada starting at 15%.

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