Bergen, Norway, 28 February 2019 – Reference is made to the announcement
released on September 13, 2018 where BerGenBio ASA (OSE:BGBIO) informed that it
had served Notice of Arbitration to Rigel Pharmaceuticals, Inc. seeking to
clarify the parties' rights and obligations under an agreement (the License
Agreement) pursuant to which BerGenBio licensed certain specific AXL inhibitor
compounds, including BGB 324, now known as BerGenBio’s lead asset bemcentinib.
More specifically, BerGenBio sought declarations regarding the interpretation of
certain key provisions of the License Agreement as they relate to Rigel's
entitlement to receive compensation in the event of a sale of BerGenBio, its
assets, or license of bemcentinib to a third party.
On February 27, 2019 a panel of three Arbitrators released a final and binding
decision (the "Award"), awarding BerGenBio the declarations it sought with
respect to the rights and obligations of the parties. The reasons for the
decision are to remain confidential.
Based upon the Award, it is now clear that in the event of a third party
acquiring BerGenBio through purchase of the Company’s shares in the market,
Rigel would not be entitled to receive a share of the consideration received by
the shareholders and the milestone and royalty payments to Rigel would continue.
In the event that BerGenBio were to sell its assets or sell shares to a third
party resulting in the transfer of control of the business or operations, or in
the event that BerGenBio were to license bemcentinib to a third party, Rigel may
be entitled to a share of the consideration that is received by BerGenBio. In
such case the share due to Rigel would be represented by that proportion of the
consideration received that is attributable to the AXL Inhibitors licensed under
the Agreement which share would be further reduced depending on the stage of
development of the AXL Inhibitor Product.
In the case where Rigel is entitled to a revenue share under the Agreement,
BerGenBio's obligation to pay milestones and royalties would cease.
- END -
For further information, please contact:
Richard Godfrey CEO, BerGenBio ASA
+47 917 86 304
Rune Skeie CFO, BerGenBio ASA
+47 917 86 513
Forward looking statements
This announcement may contain forward-looking statements, which as such are not
historical facts, but are based upon various assumptions, many of which are
based, in turn, upon further assumptions. These assumptions are inherently
subject to significant known and unknown risks, uncertainties and other
important factors. Such risks, uncertainties, contingencies and other important
factors could cause actual events to differ materially from the expectations
expressed or implied in this announcement by such forward looking statements.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.